TCR_Public/081010.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Friday, October 10, 2008, Vol. 12, No. 242

                             Headlines

1031 TAX GROUP: Sues Wachovia Corp. for "Inappropriate" Transfer
ADVANCED MICRO: Fitch's Ratings Unaffected by ATIC Joint Venture
ADVANCED MICRO: S&P Keeps Neg. Watch on Joint Venture Contribution
AEP INDUSTRIES: S&P Cuts Rating to B from B+ and Keeps Neg. Watch
ALION SCIENCE: Credit Amendment Result Cues S&P's Stable Outlook

ALITALIA SPA: Lufthansa May Get Minority Stake in Airline
AMERICAN INT'L: S&P Lifts ILFC Preferred Stock Rtng to BBB from B
AMERICAN HOME: Files Amended Chapter 11 Plan of Liquidation
ARLINGTON RIDGE: Voluntary Chapter 11 Case Summary
ASSET BACKED: Fitch Keeps 'CC/DR2' Rating on Class A2 Certificates

ATHILON CAPITAL: Fitch Cuts $200MM Notes Ratings to 'BB' from 'AA'
ATLANTIC LAND: Files for Chapter 11 in West Palm Beach
BARRINGTON BROADCASTING: S&P Trims Corp. Credit Rating to 'CCC+'
BASELINE OIL: S&P Cuts Corp. Credit to 'SD' After Payment Failure
BAUGHER CHEVROLET: Sale of Dealership to Charlie Obaugh Approved

BAYOU SORREL: Case Summary & 20 Largest Unsecured Creditors
BEAR STEARNS: Fitch Trims Class D Certs. Rating to 'BB' from 'BBB'
BEAR STEARNS: Fitch Affirms Ratings on Stable Performance
BIBLE BELIEVERS: Voluntary Chapter 11 Case Summary
BILL HEARD: Wants Asset Sale Bidding Procedures Approved

BOMBARDIER CAPITAL: Fitch Changes Cl. M-1 Certs Rating to 'C/DR6'
BOSCOV'S INC: Wants $16.5MM Cash Sale of Assets to Regio BDS OK'd
BOSTON SCIENTIFIC: S&P's Rtng Unmoved by Court's Appeal Rejection
CATALYST ENERGY: PSC Conditionally Approves Transfer of Customers
CE GENERATION: Fitch Lifts $400MM Bonds Rating to BBB- from BB+

COMFORT CO: Sleep Innovations to File Pre-Packaged Plan in 30 Days
CORNERSTONE MINISTRIES: Court Approves Sale Bidding Procedures
CORPORACION DURANGO: Fitch Puts 'D' Rating on Coupon Non-Payment
CREATIVE NEIGHBORS: Case Summary & Seven Largest Unsec. Creditors
CROWN CITY: Fitch Puts Default Ratings on Six Classes of Notes

CREDIT SUISSE: S&P Lowers Ratings on Four Classes of Certificates
CSFB SECURITIES: Fitch Trims Ratings on Two Classes to 'C/DR6'
CSFB TRUST: Fitch Takes Rating Actions on Nine Certificate Classes
CUSTOM CONTRACTING: Case Summary & 14 Largest Unsecured Creditors
DASHLEY CORPORATION: Voluntary Chapter 11 Case Summary

DAVID WHITE: Case Summary & 14 Largest Unsecured Creditors
DEL MONTE: S&P Holds 'BB-' Rating and Revises Outlook to Stable
DELTA PETROLEUM: Fitch Holds 'B-' Corp. Credit; Removes Pos. Watch
ESWALD FERTIL: Case Summary & 20 Largest Unsecured Creditors
EURAMAX INTERNATIONAL: S&P Junks Rating on Likely Covenant Breach

FINANCIAL ASSET: Fitch Trims Ratings on Two Classes to 'C/DR6'
FIRST NATIONWIDE: Fitch Affirms Ratings on 12 Classes of RMBS
FREESCALE SEMICON: Planned Cell Biz Sale Won't Affect Fitch's Rtng
FORD MOTOR: Fitch Junks Issuer Default Rating on Credit Crisis
GE COMMERCIAL: S&P Lowers Ratings on Seven classes of Certificates

HAWKEYE MANAGEMENT: Sovereign Bank Is One of Largest Creditors
HRP MYRTLE: Wants to Employ Paul Hastings as Bankruptcy Counsel
HRP MYRTLE: Wants Court to Approve Richard Layton as Co-Counsel
HRP MYRTLE: Wants to Hire RAS Management as Restructuring Advisor
HYDROCHEM INDUSTRIAL: Parent's Sale Cues S&P to Put On Dev. Watch

INTERNATIONAL LEASE: S&P Lifts Preferred Stock Rtng to BBB from B
ISTAR FINANCIAL: Fitch Cuts Ratings to 'BB'; Keeps Neg. Outlook
JDA SOFTWARE: S&P Keeps 'B+' Corp. Credit Rating Under Neg. Watch
JR LAND: Case Summary & Nine Largest Unsecured Creditors
KIMBALL HILL: Court OKs Sale of Arlington Texas Mineral Estate

LAKETOWN WHARF: Wants to Access $10.3 Million Corus DIP Facility
LAND O'LAKES: S&P Lifts Corp. Credit to 'BB+' with Stable Outlook
LANDRY'S RESTAURANT: S&P Keeps Neg. Watch on Jeopardized Financing
LB-UBS COMMERCIAL: S&P Lowers Ratings on Two Classes of Certs.
LEHMAN ABS: Fitch Keeps 'CC/DR3' Ratings on Two Classes of Certs.

LEHMAN BROTHERS: S&P Trims Ratings and Puts on Negative Watch
LEVITT & SONS: Seeks Until Jan. 31, 2009 to File Chapter 11 Plan
LIVE OAK: Case Summary & Three Largest Unsecured Creditors
MAXTOR CORP: Fitch Holds 'BB' Rating on Subordinated Debentures
MERIT SECURITIES: Fitch Affirms Class M-1 Rating at 'BB-'

MERRILL LYNCH: S&P Puts Eight Certificate Ratings Under Neg. Watch
MICHAEL GABRIELE: Case Summary & 20 Largest Unsecured Creditors
MID OCEAN: S&P Cuts Class A1-L Notes Rating to 'B+' from 'BB'
MORGAN STANLEY: Fitch Holds 'BB-' $3.9MM Cert. Rtng; Outlook Neg.
MORGAN STANLEY: Fitch Holds Ratings and Puts on Stable Outlooks

MORGAN STANLEY: S&P Withdraws Rtngs After Note Termination Notice
NSG HOLDINGS: Fitch Affirms Rating on $286MM Term Loan at 'BB'
NW LEASING: Case Summary & 20 Largest Unsecured Creditors
OAK FOREST: Case Summary & Two Largest Unsecured Creditors
OFFICE DEPOT: S&P Cuts Corp. Credit Rating to 'BB' from 'BB+'

OLSSON ENTERPRISES: Asks Court to Convert Case to Chapter 7
OSKAR HUBER: Court Approves Sale of DD Huber Furniture
OVIATT MARINE: Case Summary & 12 Largest Unsecured Creditors
PETTERS AVIATION: Will Need $7 Million to Continue 2008 Operations
PETROQUEST ENERGY: S&P Trims $150MM Sr. Notes Rating to B from B+

RIJO PROPERTIES: Case Summary & 19 Largest Unsecured Creditors
RIVIERA POOLS: Won't Keep Arizona Diamondbacks Sponsorship
SAGECREST DIXON: U.S. Trustee Sets 341(a) Meeting for October 20
SANTY CORPORATION: Voluntary Chapter 11 Case Summary
SEDGWICK CMS: S&P Holds 'B+' Rating; Changes Outlook to Stable

SEMGROUP ENERGY: B.P. Oil Resigns, Trustee Names 6-Member Panel
SR ZM CORP: Voluntary Chapter 11 Case Summary
STANFIELD CARRERA: S&P Affirms 'BB' Ratings on Two Note Classes
STEAK 38: U.S. Trustee to Hold Meeting to Form Panel on October 10
SUMMIT MORTGAGE: Fitch Affirms B5 Certificate Rating at 'BB-'

T&T BEEFS: May File for Bankruptcy, To Keep Restaurant Open
TALON FUNDING: S&P Slashes Class A Notes Rating to CCC- from BBB+
THE PLANETS: Voluntary Chapter 11 Case Summary
THORNBURG MORTGAGE: New Note Terms Amplify Difficulties, S&P Says
TOWER AUTOMOTIVE: Closes Traverse City Plant, Eliminates 350 Jobs

TRADEWINDS AIRLINES: Refusal on Unprofessional Pleas Led to Bankr.
TRAINER WORTHAM: S&P Lowers Ratings on Three Classes of Notes
TROPICANA ENT: Files Framework for Joint Chapter 11 Plan
TROPICANA ENT: Wants to Amend DIP Credit Deal with Silver Point
TRW AUTOMOTIVE: S&P Puts Neg. Watch on Weakening Europe Production

WACHOVIA CORP: Faces 1031 Tax Group Suit for Fraudulent Transfers
WCI COMMUNITIES: Wants Supplemental Home Warranty Insurance Ok'd
WCI COMMUNITIES: Asks Court to Extend Removal Period to June 2
WCI COMMUNITIES: To Increase Claimants' Lien Cap to $20.5 Million
WCI COMMUNITIES: Panel Taps Houlihan Lokey as Financial Advisor

WASHINGTON MUTUAL: Fitch to Withdraw Ratings in 30 Days
WESBURY UNITED: Fitch Holds 'BB+' Rating on $13.1MM Revenue Bonds
WM WRIGLEY: S&P Slashes Corp. Credit to 'BB+'; Removes Neg. Watch
WR GRACE: Disclosure Statement Hearing Slated for Oct. 27
WR GRACE: Wants Plan Solicitation Procedures Approved

* Fitch Affirms Ratings on 34 2006 Vintage CMBS Bonds
* S&P Cuts Ratings on 30 Tranches from Six Cash Flow & Hybrid CDOs
* S&P Cuts Rtngs on 37 Tranches from Nine Cash Flow & Hybrid CDOs
* S&P Chips Ratings on 49 Classes from 20 US Subprime RMBS
* S&P Trims Ratings on 79 Tranches from 22 Cash Flow & Hybrid CDOs

* S&P Cuts Ratings on 95 Classes from 13 US ALT-A RMBS Transaction
* S&P Trims Ratings on 110 Cert. Classes from 46 US Subprime RMBS
* S&P Chips Ratings on 193 Classes from 24 RMBS Transactions
* S&P Downgrades Ratings on 331 Classes from 22 RMBS Transactions
* Volatile Oil Prices Stress NA Transportation Companies, S&P Says

* Chadbourne & Parke Forms Financial Crisis Task Force

* BOOK REVIEW: Distressed Investment Banking:
               To the Abyss and Back

                             *********

1031 TAX GROUP: Sues Wachovia Corp. for "Inappropriate" Transfer
----------------------------------------------------------------
Bloomberg's Erik Larson reported Tuesday that the bankruptcy
trustee appointed in the chapter 11 cases of 1031 Tax Group LLC
has sued Wachovia Corp. for $140 million for aiding former 1031
Tax Group CEO Edward Okun in transferring $240 million in real
estate sale proceeds held by it to "inappropriate" accounts before
the collapse of the tax firm and Mr. Okun's arrest.  The complaint
was filed filed Oct. 3 in U.S. Bankruptcy Court in New York,
alleging unjust enrichment and breach of contract.

Five Wachovia units knew "[Mr.] Okun was misappropriating funds
from the 1031 debtors," the company's bankruptcy trustee, Gerard
McHale, said in the complaint.  "Nonetheless, they continued to
carry on business as usual with [Mr.] Okun."  According to the
complaint, "The 'like-kind' or '1031 exchange' lets people sell an
investment property and then buy a similar one within six months,
indefinitely deferring capital gains taxes."

According to Bloomberg, the suit alleged that Mr. Okun loaned
customer funds to "two of his other businesses, Investment
Properties of America and Okun Holdings".

1031 Tax Group folded when it failed to return $151 million of
funds it held for more than 300 of its clients, Bloomberg says.

According to Bloomberg, the bankruptcy trustee said Wachovia was
aware of the alleged fraud, and that Wachovia also transferred
money to its own accounts which it used to repay its loans.

"Wachovia was entwined in all aspects of the 1031 debtors'
operations, [Mr.] Okun's personal finances and Okun's other
businesses," according to the complaint.

Mr. Okun is currently in jail after being indicted for wire and
mail fraud in March, according to Bloomberg.  A trial has been set
for Jan. 19 in the U.S. District Court in Richmond, Va.  

Bloomberg says that 1031 Tax Group sued Mr. Okun last month for
stealing $5.1 million from the company to purchase a six-bedroom
home in New Hampshire.

                    About Wachovia Corporation

Based in Charlotte, North Carolina, Wachovia Corporation (NYSE:WB)
-- http://www.wachovia.com/-- is one of the nation's diversified  
financial services companies, with assets of $812.4 billion at
June 30, 2008.  Wachovia provides a broad range of retail banking
and brokerage, asset and wealth management, and corporate and
investment banking products and services to customers through
3,300 retail financial centers in 21 states from Connecticut to
Florida and west to Texas and California, and nationwide retail
brokerage, mortgage lending and auto finance businesses.  Clients
are served in selected corporate and institutional sectors and
through more than 40 international offices.  Its retail brokerage
operations under the Wachovia Securities brand name manage more
than $1.1 trillion in client assets through 18,600 registered
representatives in 1,500 offices nationwide.  Online banking is
available at wachovia.com; online brokerage products and services
at wachoviasec.com; and investment products and services at
evergreeninvestments.com.

Wachovia is exposed to large mortgage losses as a result of its
2006 purchase of mortgage lender Golden West Financial Corp.,
according to The Wall Street Journal.  The company, WSJ stated,
now believes total losses for Golden West's payment option loan
portfolio could eventually reach 12%, up from previous forecasts.

Wachovia has lowered its second-quarter results to account for a
possible legal settlement.  Wachovia said its second-quarter net
loss will be $9.11 billion instead of $8.86 billion.  It has
disclosed a $500 million pretax increase to legal reserves.
Wachovia has also disclosed plans to lay off 6,950 people to
reduce expenses.  

As reported in the Troubled Company Reporter on Oct. 8, 2008,
Fitch has upgraded Wachovia's IDR to 'A+' from 'BB-' and placed it
on Rating Watch Positive, along with the 'A+' senior debt of
Wachovia and subsidiaries, following Wells Fargo & Company's
definitive agreement to acquire Wachovia Corporation and
subsidiaries.

As reported in the Troubled Company Reporter on Oct. 2, 2008,
Moody's Investors Service lowered Wachovia Corporation's preferred
stock rating to Ba3 from A3 and placed it under review with
direction uncertain.  

As reported in the Troubled Company Reporter on Oct. 1, 2008,
Standard & Poor's Ratings Services placed all its ratings on
Wachovia Corp. and Wachovia Bank on CreditWatch with negative
implications.  S&P also lowered its DRD Series J and K
and convertible preferred stock Series L ratings on Wachovia
Corporation to 'BB' from 'A-', as these securities will not be
acquired and will continue to reside with the new Wachovia.

                       About 1031 Tax Group

Headquartered in Richmond, Virginia, The 1031 Tax Group LLC --
http://www.ixg1031.com/-- is a privately held consolidated group
of qualified intermediaries created to serve real property
exchanges under Section 1031 of the Internal Revenue Code.  The
company and 15 of its affiliates filed for Chapter 11 protection
on May 14, 2007 (Bankr. S.D.N.Y. Case No. 07-11447 through
07-11462).  Paul Traub, Esq., Norman N. Kinel, Esq., and Steven E.
Fox, Esq., at Dreier LLP, represent the Debtors in their
restructuring efforts.  Thomas J. Weber, Esq., Melanie L.
Cyganowski, Esq., and Allen G. Kadish, Esq., at Greenberg Traurig,
LLP, represent the Official Committee of Unsecured Creditors.  As
of Sept. 30, 2007, the Debtors had total assets of $164,231,012
and total liabilities of $168,126,294, resulting in a total
stockholders' deficit of $3,895,282.


ADVANCED MICRO: Fitch's Ratings Unaffected by ATIC Joint Venture
----------------------------------------------------------------
Fitch believes Advanced Micro Devices Inc.'s announcement that it
has agreed to form a foundry joint venture with ATIC (Advanced
Technology Investment Company of Abu Dhabi) for semiconductor
manufacturing does not have an immediate impact on these AMD
ratings:

  -- Issuer Default Rating at 'B-';
  -- Senior unsecured debt at 'CCC/RR6'.

The Rating Outlook is Negative.

While the anticipated transaction will improve AMD's liquidity
position by approximately $1 billion and likely strengthen the
remaining company's operating profile, the current ratings and
Negative Rating Outlook continue to reflect the weakened
macroeconomic environment and Fitch's expectations for a weaker
sales outlook for AMD over the remainder of 2008 and 2009.

Over the coming weeks Fitch expects to gain further clarity to the
structure of the JV and the company's financial results.  
Depending on satisfactory conclusion to these items, Fitch
believes the ratings could be stabilized upon completion of the
transaction.  Over the long term, the consummation of the JV could
have a positive impact on the company's ratings due to an improved
financial and operating profile and success in achieving market
share targets and cash flow measures, which could be strengthened
by meaningfully lower capital spending.


ADVANCED MICRO: S&P Keeps Neg. Watch on Joint Venture Contribution
------------------------------------------------------------------
Standard & Poor's Ratings Services said that its ratings on
Sunnyvale, California-based Advanced Micro Devices Inc. (AMD;
B/Watch Neg/--) will remain on CreditWatch with negative
implications, where they had been placed on April 8, 2008.  This
news follows the announcement that the company will contribute its
manufacturing facilities to a joint venture that will be 55% owned
by Advanced Technology Investment Co. (ATIC; not rated) of Abu
Dhabi.

As part of the transaction, AMD will receive an aggregate of
$1 billion for equity in the joint venture and the sale of new
equity at AMD.  AMD will retain a 45% interest in the joint
venture.  The transactions are dependent on shareholder and
regulatory approvals, including review by the Committee for
Foreign Investments in the United States, and the transfer of
previously confirmed incentives from the State of New York.  
Standard & Poor's expects to resolve the CreditWatch when the
transaction is executed.

The joint venture, initially known as The Foundry Co., will assume
approximately $1.2 billion of AMD debt and benefits from a
commitment from ATIC to contribute a minimum of $3.6 billion to
fund the expansion of the existing Dresden facility and the
currently planned major factory in Saratoga County, New York.  The
capital commitment alleviates AMD's current cash flow pressures to
expand capacity for the near to midterm.  S&P considers AMD and
Foundry to be consolidated for analytical purposes, despite the
less-than-50% ownership, given the mutual dependence of the
parties.  Over time this view may be revised if third-party sales
materially reduce the JV's reliance on AMD, or if AMD's ownership
stake in the JV drops substantially.

Standard & Poor's will continue to monitor the transaction's
progress over the next few months.  If the contemplated
transaction is executed as planned, it is likely the current
corporate credit rating will be affirmed.  S&P will need
additional information to assess whether any of the recovery
ratings will be affected.  If the transaction encounters
resistance from regulatory authorities or shareholders, or is
modified in a way that diminishes its credit-enhancing features,
S&P will review the changes or alternative strategy and the
corporate credit rating could be lowered.


AEP INDUSTRIES: S&P Cuts Rating to B from B+ and Keeps Neg. Watch
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on AEP
Industries Inc., including its corporate credit rating to 'B' from
'B+'.  All ratings remain on CreditWatch with negative
implications, where S&P placed on Aug. 14, 2008, following the
company's announcement that it entered into an agreement with
Atlantis Plastics Inc. to acquire certain assets related to
Atlantis' films business for a purchase price of $87 million
subject to adjustments.  The acquisition was dependent on a
bidding process, following Atlantis' filing for Chapter 11
bankruptcy proceedings.

As of July 3, 2008, AEP had about $189 million in total debt,
adjusted for capitalized operating leases, and tax-adjusted
underfunded pension liabilities.

The downgrade follows AEP's recent announcement that the
bankruptcy court has approved the company's acquisition of the
Atlantis assets.  The transaction is expected to close on Oct. 30,
2008.

AEP plans to draw down on its revolving credit facility and use
cash on hand to fund the acquisition.

"The mainly debt-funded acquisition will weaken credit metrics and
constrain liquidity at a time when the operating environment is
challenging and AEP's operating performance has weakened," said
Standard & Poor's credit analyst Paul Kurias.

Sharply higher resin prices and increased competitive pressures
have reduced earnings in the second and third quarters of fiscal
2008, with adjusted EBITDA declining to negative $1 million in the
third quarter ended July 30, 2008, from $12 million for the first
quarter.  AEP's free cash flow, after accounting for working
capital changes, has declined meaningfully in 2008 relative to the
previous year.  The company's rolling 12-month free cash flow to
total debt ratio declined in fiscal 2008 to single digit
percentage levels before turning negative, from above 20% through
fiscal 2007.  The ratio of funds from operations to total debt
declined to about 10% at July 30, 2008, from above 30% a year ago.

The CreditWatch reflects S&P's concerns that liquidity will be
constrained in the near-term, in the absence of additional sources
of funding for the acquisition.  S&P's concerns center on a
decline in currently comfortable availability under the company's
existing asset-backed revolving credit facility, and a decline in
the cushion available under the minimum EBITDA covenant.  S&P
expects availability under the ABL to decline to slightly above
$40 million, pro forma for the acquisition at July 31, 2008, from
$123 million.  This decline in availability comes at a time when
free cash flow generation is weak, reducing overall liquidity.

The lower availability will also reduce the cushion under the
financial covenant that requires a minimum EBITDA of $30 million
if excess availability is below $20 million.

S&P will resolve the CreditWatch listing when the transaction
closes and it get a clearer view of AEP's post-acquisition
liquidity position, fourth-quarter performance, and earnings
prospects for the acquired assets.  S&P could lower ratings by one
notch, including the corporate credit rating to 'B-', if the
company does not take steps to bolster its liquidity in the next
few weeks, or if fourth-quarter free cash flow does not improve
ABL availability and the cushion relative to the $20 million
threshold level that triggers the minimum EBITDA covenant.

S&P could also lower ratings if fourth quarter fiscal 2008
financial performance does not at least preserve current covenant
EBITDA levels.  If the company improves liquidity on a sustainable
basis, its free cash flow to debt ratio improves, and it maintains
its covenant cushion, S&P could affirm the ratings.


ALION SCIENCE: Credit Amendment Result Cues S&P's Stable Outlook
----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on McLean,
Virginia-based Alion Science and Technology Corp. to stable from
developing as a result of amendments to its credit agreement that
provide additional cushion to its still somewhat tight near-term
covenant requirements until Sept. 30, 2009.  At the same time,
Standard & Poor's affirmed its ratings on the company, including
the 'B-' corporate credit rating.

"The reason for the revision to stable is that the amendments to
the credit agreement alleviate pressure for Alion to significantly
reduce debt or to grow its adjusted EBITDA base, or a combination
of both, to meet its step-down in maintenance leverage covenant on
Dec. 31, 2008," said Standard & Poor's credit analyst David Tsui.  
"The amendment raises the cost of borrowing by 350 basis points
and increases the percentage of annual excess cash flow that the
company must use to prepay outstanding term loans from 50% to
100%."

In September 2008, the company also amended its $55 million seller
note to extend the maturity date to a single balloon payment on
Aug. 6, 2013, from equal installments of approximately $27 million
in December 2009 and December 2010, and reduced the cash pay
interest from 16% annually beginning December 2008 to 6% cash
interest payable quarterly and a 10% PIK compounding quarterly.
      
"The ratings reflect Alion's second-tier position in the highly
competitive and consolidating government IT services market, very
high debt leverage, and a still tight near-term cushion within its
bank loan covenants," Mr. Tsui added.  "A predictable revenue
stream based on a strong backlog and the expectation that the
government IT services sector will continue to grow over the
intermediate term are partial offsets to these factors."
     
Alion is an employee-owned technology solutions company delivering
technical expertise and operational support to the Department of
Defense, civilian government agencies, and commercial
organizations.  Alion had approximately $551 million in total
funded debt, excluding interest payable and lease obligations of
$13 million and $6 million, respectively, as of June 30, 2008.

Alion faces competition from many larger defense contractors and
government IT service providers with greater financial resources
and broader technical capabilities as the company bids for new
contracts and re-competes for existing contracts.  Alion's ability
to maintain its historically strong re-compete success rate (at
more than 90%) will be a key to success.  A strong backlog of
about $4.5 billion, about $335 million of which is funded, offers
a predictable source of revenue over the intermediate term.
     
Alion's EBITDAE margins are expected to remain stable at 8% over
the intermediate term.  Because Alion's ownership is structured in
the form of an ESOP, retirement plan contributions made in stock
(E) are added back to calculate the company's base cash flow,
EBITDAE. Operating lease adjusted total debt-to-EBITDAE was about
8.4x, down slightly from 8.6x on March 31, 2008, but is still high
for the rating.

Cash flow from operations for the 12 months ended June 30, 2008,
was $23 million, an improvement from the $63 million used in a
year ago period, primarily due to an improved days sales
outstanding to 103 days as of June 30, 2008.  S&P expects some
further improvement in DSO from 100 days as of July 31, 2008.  As
of June 30, 2008, Alion had $11 million outstanding from its
$50 million revolver credit facility.
     
As of June 30, 2008, Alion had minimal cash on hand and
$36 million of borrowing capacity under its revolving credit
facility.  A low fixed-cost structure, minimal capital
expenditures, and an improving DSO are expected to allow Alion to
generate modest levels of free operating cash flow, an improvement
from negative free cash flow in the past two years.
     
The amendment to the credit agreement includes maintenance
leverage covenants of 4.1x until Dec. 31, 2008, an increase from
3.25x. Step-ups beginning March 31, 2009 to 4.25x offer additional
cushion to leverage covenants.

Alion's $292 million senior secured bank facility is rated 'B+',
with a recovery rating of '1', indicating expectation for very
high recovery in the event of a payment default.  The $250 million
senior unsecured notes are rated 'CCC', with a recovery rating of
'6', indicating the expectation for negligible recovery in the
event of a payment default.
     
The stable outlook reflects additional cushion provided by the
amended covenants, combined with the company's large contract
backlog and stable profitability measures.  S&P could revise the
outlook to positive if the company continues to improve its DSO
and uses its improved cash collected for debt repayment, leading
to a sustained operating-lease adjusted leverage of less than 8x,
and increased comfort with the covenant cushions.  On the other
hand, S&P could change the outlook to negative if the company has
less success in winning new business or re-compete to replenish
finished contracts, leading to a decline in EBITDA and increased
covenant concerns, or if liquidity tightens again because of
working capital growth.


ALITALIA SPA: Lufthansa May Get Minority Stake in Airline
---------------------------------------------------------
Reuters reports that German and Italian leaders backed a potential
agreement on Monday between Alitalia SpA and Lufthansa on the
German airline taking a minority stake in the Italian carrier.

"We have said that we are open to international alliances and it
would please us greatly if this alliance was with a country that
we have worked with a lot, namely Germany," Italian Prime Minister
Silvio Berlusconi was cited by Reuters News as saying during a
joint news conference with German Chancellor Angela Merkel in
Berlin.  "For Italy this would be welcome and it's of course up to
the two parties, Alitalia and Lufthansa, to decide if it would be
convenient for both," he added.

Reuters relates that Ms. Merkel said Germany would also welcome
the deal but added it was up to Lufthansa to decide.

According to the report, Compagnia Aerea Italiana s.r.l., a
consortium of Italian investors created to save the national
carrier, said it will choose a foreign partner for the airline in
the coming weeks.  Lufthansa and Air France-KLM are the likely
contenders, Reuters says.

                      Marketing of Alitalia

As reported in the Troubled Company Reporter-Europe on Sept. 30,
2008, various sources said CAI is considering selling a minority
stake to either Air France-KLM or Lufthansa and launching the new
Alitalia by November 1.

CAI revived its bid for Alitalia after it reached agreement with
all the nine Alitalia unions.  CAI's rescue plan calls for
renaming of Alitalia and writing off between EUR1.2 billion and
EUR2 billion worth of its debt.

On Sept. 22, 2008, the TCR-Europe reported that CAI withdrew its
bid to buy Alitalia's healthier assets after failing to win the
support of labor unions.  After CAI's withdrawal, Alitalia
proceeded with its fourth public request for offers to buy any or
all parts of the company's assets until Sept. 30, 2008.  The
carrier published notices in the Italian newspapers Corriere della
Sera, il Sole-24 Ore and la Repubblica, as well as the London-
based Financial Times, according to The Associated Press.

In the prepared notice cited by The AP, Alitalia sought "whoever
might be able to guarantee the continuity, in the medium term, of
the transportation service . . . to submit its expression of
interest."

As reported in the TCR-Europe on Oct. 2, 2008, Alitalia
Extraordinary Commissioner Augusto Fantozzi said he received
several expressions of interest for Alitalia within the terms of
the deadline on Sept. 30, 2008.  However, only CAI's proposal is
directly concerned with the overall activities of air transport.  
Other expressions of interest meanwhile concerned specific
branches or activities of the various companies making up the
Alitalia Group.

Intesa Sanpaolo, Alitalia's financial advisor for the procedure,
has started analyzing the expressions of interest received.  Upon
completion of the analysis, the proposers who meet the conditions
for initiating negotiations will undergo due diligence
examination.

Mr. Fantozzi had not named the entities who were submitting
expressions of interest.

A report posted at World Aeronautical Press Agency's site
meanwhile said Alitalia's Mr. Fantozzi expected to receive a
binding offer from CAI from October 13 to 15 and the signature of
the agreement on assets sale "In bonis" of the carrier by
October 20.  About slots it is Assoclearance which should probably
decide, the report added.

                   Unions Seek Urgent Meeting

Separately, Unions, worried about Alitalia's current situation,
asked Commissioner Fantozzi of calling an urgent meeting in order
to "Allow a confrontation on the current management phase of the
carriers' activities", a report posted October 7 at World
Aeronautical Press Agency says.

According to the report, Filt Cgil generel secretary Mario Rossi
said that at the moment, the major fear is that "some company's
segments" could not survive until the "new management phase".

                  Ryanair Balks at State Bailout

A TCR-Europe report on Oct. 6, 2008, said low fare airline Ryanair
submitted a formal complaint to the EU Commission regarding the
latest bailout of Alitalia.  Ryanair said it has previously
submitted several complaints against Alitalia and other flag
carrier airlines, including Olympic, Air France and Lufthansa,
against which the EU Commission has taken no action.  Ryanair
highlighted that this ongoing unlawful protection of flag carriers
by their member state governments, which amounts to billions of
euro, increasingly makes a mockery of the EU Commission's
enforcement of the state aid rules.

The EU Commission meanwhile said the complaint from Ryanair will
be addressed in the same meticulous way as any other it receives,
The Associated Press reported.

                         About Alitalia

Based in Rome, Alitalia S.p.A. -- http://www.alitalia.it/--
provides air travel services for passengers and air transport of
cargo on national, international and inter-continental routes,
including United States, Canada, Japan and Argentina.  The
Italian government owns 49.9% of Alitalia.

Despite a EUR1.4 billion state-backed restructuring in 1997,
Alitalia posted net losses of EUR256 million and EUR907 million
in 2000 and 2001 respectively.  Alitalia posted EUR93 million in
net profits in 2002 after a EUR1.4 billion capital injection.
The carrier booked annual net losses of EUR520 million in 2003,
EUR813 million in 2004, EUR168 million in 2005, EUR625.6 million
in 2006, and EUR494.64 million in 2007.

Alitalia S.p.A. declared insolvency on Aug. 29, 2008, and filed
for commencement of extraordinary administration procedure at the
Tribunal of Rome.  Italian Prime Minister Silvio Berlusconi has
appointed Augusto Fantozzi as extraordinary commissioner.


AMERICAN INT'L: S&P Lifts ILFC Preferred Stock Rtng to BBB from B
-----------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on preferred
stock of International Lease Finance Corp. (ILFC; A-/Watch Dev/A-
1) to 'BBB' from 'B', and revised the CreditWatch implications to
developing from negative.  All other ILFC ratings remain on
CreditWatch with developing implications.
     
S&P had lowered its ratings on preferred stock of ILFC and of
certain other units of ultimate parent American International
Group Inc. (A-/Watch Neg/A-1) because of the U.S. Federal
Reserve's Sept. 16, 2008, statement that the U.S. government would
have the right to veto AIG's common and preferred dividends under
the $85 billion credit line extended by the Federal Reserve
Bank of New York to AIG.  However, S&P now believes that it is
unlikely that ILFC's preferred dividends would in fact be vetoed,
though AIG has suspended its own common dividend.  S&P believes
that, to facilitate the planned sale of ILFC and realize maximum
proceeds, AIG and the U.S. government would not find it in their
interests to intervene to block preferred dividends that ILFC
could otherwise pay from its own resources.
     
S&P's 'BBB' rating on the preferred stock, two notches below the
'A-' long-term corporate credit rating on ILFC, is consistent with
a normal rating differential for investment-grade companies.
      
"Our 'A-' long-term corporate credit rating on ILFC reflects our
current view of the company's credit quality, without
consideration of any support from AIG," said Standard & Poor's
credit analyst Philip Baggaley.  "Our 'A-1' short-term corporate
credit rating, by contrast, also factors in liquidity available
indirectly from the federal credit line to AIG."  S&P normally
assigns an 'A-2' short-term rating to companies whose long-term
corporate credit rating is 'A-'.

S&P reviews of the AIG credit line documentation and other
information confirms that the assets of ILFC are not subject to a
lien under the $85 billion AIG credit line, creating a claim
senior to those of unsecured bondholders of ILFC.  ILFC drew down
its $6.5 billion of bank credit lines, and stated on Sept. 18,
2008, that it expected that those funds, "together with cash
provided by operating activities will be sufficient to meet its
debt obligations into the first quarter of 2009."  S&P expects
that ILFC will in fact have access to liquidity that will permit
it to meet external obligations without recourse to the credit
markets beyond that timeframe. ILFC's aircraft leasing business,
which generated record profits in the second quarter of 2008,
continues to perform well, although S&P expects that aircraft
lease rates will weaken as the unfolding global economic slowdown
and financial market turmoil hurts air travel and aircraft values.
     
Ratings are on CreditWatch with developing implications.  When
ILFC is sold, S&P will reevaluate the company's credit, including
consideration of its new ownership, capitalization, and access to
liquidity, to resolve the CreditWatch review.  

In addition, S&P will take into account the outlook for aircraft
leasing and the state of capital markets.


AMERICAN HOME: Files Amended Chapter 11 Plan of Liquidation
-----------------------------------------------------------
American Home Mortgage Investment Corp. delivered to the U.S.
Bankruptcy Court for the District of Delaware on September 30,
2008, an amended Chapter 11 plan of liquidation and disclosure
statement.  Subsequently, on October 8, 2008, the Debtors modified
the Amended Plan, to reflect certain non-material changes.

The Amended Plan changes the treatment of certain claims, and
changes the Debtors' stipulated asset allocation with respect to
each Debtor's contribution to a Plan trust.

The Debtors believe that pursuing a de-consolidated plan is more
prudent.  They explain that they assessed common factors in favor
of, and against substantive consolidation, including
determination whether (i) overhead was shared between entities,
(ii) there were intercompany guarantees on loans, (iii) financial
statements were separate or consolidated, and (iv) directors of
subsidiaries took direction from the parent company.

The Debtors reveal that as of September 15, 2008, at least 10,149
proofs of claim asserting liquidated claims aggregating at least
$15,510,000,000 were filed against them, including $3,346,533,621
asserted against AHM Corp.  They also disclose that AH Mortgage
Acquisition Co., Inc., purchaser of their loan servicing
business, has amended its claim for alleged breach of the Asset
Purchase Agreement and currently seeks for payment of
$17,238,989.  The Debtors objected to the Claim.

                       Treatment of Claims

Under the terms of the Amended Plan, JPMorgan Chase Bank, N.A.'s
secured claim against American Home Mortgage Acceptance, Inc.,
and American Home Mortgage Corp. is re-classified as JPMorgan's
secured claim against American Home Mortgage Investment, Inc.,
and AHM Corp. under Class 5B(4) and the newly-assigned Class of
2B(3).  Classes 1C(1) and 2C(1) are re-defined as unsecured
claims, other than the BofA Syndicate Unsecured Claim and
Subordinated Trust Preferred Claims, against American Home
Mortgage Holdings, Inc.

For Classes 1C(1), 2C(1), 1C(2) and 2C(2), estimated recovery
percentage assumes all Allowed Unsecured Claims against AHM
Holdings constitute Senior Unsecured Claims entitled to the
benefits of subordination under the Subordinated Trust Preferred
Indentures.

The Subordinated Trust Preferred Claims against AHM Holdings and
AHM Investment are changed to Classes 1C(3) and 2C(3), in which
recovery estimates are based on assumption that distributions
made on account of Subordinated Trust Preferred Claims will be
paid over to Holders of Senior Unsecured Claims pursuant to the
Senior Unsecured Claims Procedure.  Classes 1C(3) and 2C(3) will
be paid a Pro Rata share of Net Distributable Assets of AHM
Holdings and AHM Investment estates, subject to the same
procedure.

The Amended Plan also provides more details regarding the
Subordinated Trust Preferred Claims, including benefits of
subordination to any holder of a claim under certain classes.  
Moreover, the Amended Plan creates Senior Unsecured Claims
Reserves, wherein any distributions that would otherwise be made
on account of Allowed Subordinated Trust Preferred Claims against
AHM Holdings or AHM Investment will be deposited by the Plan
Trustee.

Classes 1B(1), 2B(1)(a), 3B(1)(a), 4B(1)(a), 5B(1)(a), 6B(1),
7B(1) and 8B(1), which may be impaired, comprise all allowed
miscellaneous secured claims against a particular Debtor.  The
Claims are secured by liens on the Debtors' miscellaneous assets,
including cash, and may include tax claims secured by liens in
REO.

To the extent there is sufficient value in the assets securing
any Allowed Miscellaneous Secured Claim, the Amended Plan
provides that the claim will include (i) the non-default rate of
interest under the agreement, upon which the claim arises, (ii)
federal judgment rate of interest, and (iii) any reasonable fees,
costs, or charges payable under the agreement.

Under the Amended Plan, holders of Allowed Claims in Classes
1B(1), 1C(1), 1C(2), 1C(3), 2B(1)(a), 2B(2), 2B(3), 2C(l), 2C(2),
2C(3), 3B(l)(a), 3B(2), 3C(l), 3C(2), 4B(l)(a), 4B(2), 4C(1),
4C(2), 5B(1)(a), 5B(2), 5B(3), 5B(4), 5C(l), 5C(2), 6B(l), 6C,
7B(l), 7C, 8B(l) and 8C, which are impaired, are entitled to vote
to accept or reject the Plan.

Holders of Allowed Claims in Classes 1D, 1E, 2D, 2E, 3D, 3E, 4D,
4E, 5D, 5E, 6D, 6E, 7D, 7E, 8D and 8E are impaired, but are not
entitled to vote on the Plan.  They are deemed to reject the
Plan.

Holders of Allowed Claims in Classes 1A, 2A, 3A, 3B(3), 4A,
4B(3), 5A, 5B(5), 6A, 7A and 8A, which are not impaired, are
deemed to accept the Plan and, therefore, are not entitled to
vote on the Plan.

                Settlement of Intercompany Claims

As part of the Amended Plan's comprehensive settlement of
potential inter-estate disputes, the financial advisors to the
Debtors and the Official Committee of Unsecured Creditors agreed
that these adjustments should be made to prepetition intercompany
balances, to more accurately reflect prepetition business
activity and related balances among the Debtors:

   (a) An adjustment for the unallocated overhead expenses will
       reflect the allocation for the departments of human
       resources, information technology, policies and
       procedures, accounting, finance, legal facilities,
       executive and miscellaneous corporate costs incurred by
       AHM Corp. in the prepetition period that were not
       previously allocated to the other Debtor entities.  The
       costs have been allocated to each of the Debtors based on
       the gross dollar activity reflected on each Debtors'
       income statements in the relative periods for which there
       was no previous allocation.  AHM Holdings' income
       statements have been modified to include activity relating
       to AH Bank, a wholly owned subsidiary of AHM Holdings; and

   (b) An $8,200,000 payable to Homegate Settlement Services,
       Inc., from AHM Corp. arises solely from the intercompany
       business Homegate conducted with AHM Corp., and the
       related intercompany transfer pricing.  Because it is not
       defensible that a business like Homegate would be designed
       to operate at a loss, the financial advisors of the
       Debtors and Creditors Committee have agreed to adjust the
       intercompany balances to reflect break-even pricing for
       the Homegate Entity operations.

                   Stipulated Asset Allocation

The majority of inter-estate conflicts sought to be resolved via
the Stipulated Asset Allocation are relevant in determining the
residual asset value that will be contributed by each Debtor's
bankruptcy estate, to the Plan Trust.  Hence, for purposes of the
settlement, each estate's total contributed asset values were
determined by looking at both value realized from the disposition
of assets plus an estimated value relating to assets yet to be
liquidated.

The Amended Plan also provides for certain steps in the
methodology underlying the Stipulated Asset Allocation.  The
Amendment allocates an additional contingency reserve totaling
$11,000,000, which is established to account for potential
additional administrative or priority costs claimed against the
estates.

After accounting for the allocations, the resulting Asset values
represent the residual value of non-litigation assets contributed
to the Plan Trust by each estate.  The residual non-litigation
asset value of each estate as a proportion of the total non-
litigation asset value of all estates makes up the Stipulated
Asset Allocation:

     Debtor Entity       Residual Value     Percentage Share
     -------------       --------------     ----------------
     AHM Holdings             $7.00              35.051%
     AHM Investment            2.33              11.663%
     AHM Acceptance            2.38              11.919%
     AHM Servicing             0.38               1.895%
     AHM Corp.                 7.70              38.523%
     AHM Ventures              0.10               0.479%
     Homegate                  0.02               0.091%
     Great Oak                 0.08               0.379%

                    Estimation of EPD Claims

The Debtors selected July 31, 2008, also known as the
determination date, as the date from which to measure mortgage
loans' delinquency status, to determine the likelihood of
suffering a loss as a result of the Debtors' failure to
repurchase loans, and the presumed amount of any of those losses.

To arrive at reasonable estimates of loss frequency and loss
severity based on delinquency status as of the Determination
Date, the Debtors analyzed the actual historical losses they
suffered when liquidating non-performing loans between January 1,
2006 and January 31, 2008.  The Debtors note that the analysis
was completed on a product-by-product basis because different
types of mortgages can be expected to have different loss
frequencies and loss severities.

Based on the Debtors' assumptions as to loss frequencies and loss
severities based on loan product type and delinquency buckets,
valid early payment default claims that were unliquidated as of
the Determination Date will be liquidated and allowed in an
amount equal to the unpaid principal balance of the underlying
loans as of the Determination Date, multiplied by these
applicable percentage:

                                 Delinquency (days)
                          --------------------------------
    Loan Product          0-30     31-61     61-90     90+
    ------------          ----     -----     -----     ---
    Fixed-Rate             0%       20%       30%      40%
    Mortgage (FRM)

    Adjustable Rate        0%       17%       25%      33%
    Mortgage (ARM)

    Payment Option         0%       19%       29%      38%
    ARM (POA)

    Second Lien            0%       50%       75%      95%
    (2nd)
                                                                           
Each of the applicable percentages is the product of the (i)
applicable loss frequency based on the delinquency bucket, and
(i) the applicable loss severity based on the loan product type
and delinquency bucket.

                        Vesting of Assets

On the Plan's effective date, legal ownership of all BofA
Mortgage Loans owned by the Debtors immediately prior to the
Effective Date will vest in, and constitute assets of one or
more of these entities, which entities will own the Bank of
America, N.A. Mortgage Loans subject to the terms of the BofA
Global Settlement Stipulation:

   * AHM Acceptance;
   * AHM Corp.;
   * any other Debtor entity;
   * the Plan Trust;
   * BofA as administrative agent; or
   * other entities as may be agreed upon by the Debtors and
     BofA.

The Debtors and BofA will execute and file as a supplemental plan
document, a stipulation specifying (i) the entities, in which the
BofA Mortgage Loans will vest, and (ii) providing a mechanism for
payment of anticipated costs of ownership of the BofA Mortgage
Loans that will be borne by BofA.

              Cancellation of Notes and Instruments

As soon as practicable after the Effective Date, the Plan Trustee
will file with the United States Securities and Exchange
Commission, a SEC Form 15 on behalf of AHM Investment,
terminating its duty to file reports pursuant to SEC Rule 12g-
4(a)(1).

Notwithstanding anything contained in the Plan or the Disclosure
Statement, the Subordinated Trust Preferred Indentures will
continue in effect solely for the purposes of permitting an
Indenture Trustee to (i) maintain or assert any right pursuant to
the terms of the Plan, (ii) maintain and enforce any right to
indemnification, contribution or other Claim it may have under
the applicable Subordinated Trust Preferred Indentures, and (iii)
exercise its rights and obligations relating to the interests of
the Holders of Subordinated Trust Preferred Claims.

                    Non-Material Modifications

The non-material modifications to the Amended Plan submitted by
the Debtors to the Court on October 8, include a definition of
the term "Breach Determination Date"  which means, with respect
to a given pool of loans, (a) the date the loans were purchased
from the Debtors or (b) for loans purchased from a non-
Debtor entity, the date the claimant obtained rights to enforce
the Debtors' sale representations and warranties with respect to
such pool of loans.

Moreover, a definition of "EDP Determination Date" was included,
to mean July 31, 2008.

A reservation of rights was also incorporated in the Amended
Plan, which states that to the extent any EPD Claims or Breach of
Warranty Claims are asserted by multiple parties with respect to
the same loan or pool of loans, nothing in the EPD/Breach Claims
Protocol will prejudice the Plan Trustee's right to object to the
claims as duplicative, or to seek judicial determination of the
parties' standing to assert the claims under the governing
documents and applicable law.

Copy of the Debtors' Amended Plan is  available for free at:

               http://ResearchArchives.com/t/s?33a3

Copy of the Debtors' Amended Disclosure Statement is available
for free at:

               http://ResearchArchives.com/t/s?33a4

Blacklined copy of the Debtors' Amended Plan is also available
without additional charges at:

               http://ResearchArchives.com/t/s?33a5

Blacklined copy of the Debtors' Amended Disclosure Statement is
also available without additional charges at:

               http://ResearchArchives.com/t/s?33a5

Full-text copy of the October 8 Modifications to the Amended
Plan is available for free at:

               http://ResearchArchives.com/t/s?33a6

Full-text copy of the October 8 Modifications to the Amended
Disclosure Statement is available for free at:

               http://ResearchArchives.com/t/s?33a7

The Debtors also delivered to the Court a revised form of their
proposed order approving the Disclosure Statement, a full-text
copy of which is available for free at:

               http://ResearchArchives.com/t/s?33a8

                  Disclosure Statement Objection

LaSalle Bank National Association, as trustee for certain
beneficial security holders of various trusts, asks the Court to
deny approval of the Debtors' amended disclosure statement.

LaSalle Bank contends that the Amended Disclosure Statement fails
to provide it and other similarly situated creditors with
adequate information so that they can make an informed vote for
or against the Amended Chapter 11 Plan of Liquidation of the
Debtors.

Regina A. Iorii, Esq., at Werb & Sullivan, in Wilmington,
Delaware, relates that the Amended Disclosure Statement says
LaSalle is projected to receive approximately 1.06% of its claim
against American Home Mortgage Corporation, and 0.11% of its
claim against American Home Mortgage Servicing, Inc.  She
complains, however, that the Amended Disclosure Statement fails
to provide, among other things, valuation methods, calculations,
rationale or financial data the Debtors used in determining
LaSalle Bank's estimated recovery percentages.

Ms. Iorii asserts that the Amended Disclosure Statement's
substantive consolidation discussion is lacking in financial data
that would allow LaSalle Bank to determine how a potential
substantive consolidation might affect its claims.  Instead, the
Debtors propose a stipulated asset allocation whereby they assign
a certain percentage of assets to each bankrupt entity, she says.  
The Stipulated Asset Allocation does not explain why AHM Corp.
bears 54.12% of all administrative costs, Ms. Iorii points out.

Otherentities objected to the Debtors' initial disclosure
statement.

a. Wells Fargo Funding, Inc.

Wells Fargo Funding, Inc. informs the Court that it received a
letter from the Debtors saying that under their proposed EPD and
Breach Tabulation Rules, it is required to respond to a
preliminary informational questionnaire by September 30, 2008, as
holder of EPD and Breach claims against the Debtors.

Karen C. Bifferato, Esq., at Connolly Bove Lodge & Hutz LLP, in
Wilmington, Delaware, maintains that the Debtors can not require
Wells Fargo to comply because the Court has not approved their
proposed EPD and Breach Tabulation Rule.

b. Waterfield and Union Federal

Waterfield Shareholder LLC and Union Federal Bank of Indianapolis
say the Initial Disclosure Statement fails to provide adequate
information that would enable an investor or creditor to make an
informed judgment about the Plan.

Eric M. Davis, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP,
in Wilmington, Delaware, tells the Court that the Debtors'
description of a Waterfield litigation is inaccurate and
misleading because it provides only vague descriptions of claims
asserted by parties in the litigation.

c. Edward D. Ekas

In a letter to the Court, Edward D. Ekas signified his objection
to the Initial Disclosure Statement by attaching an invoice of
his purchase of the Debtors' stock, for $35,000.

                       About American Home

Based in Melville, New York, American Home Mortgage Investment
Corp. (NYSE: AHM) -- http://www.americanhm.com/-- is a mortgage  
real estate investment trust engaged in the business of investing
in mortgage-backed securities and mortgage loans resulting from
the securitization of residential mortgage loans originated and
serviced by its subsidiaries.

American Home Mortgage and seven affiliates filed for chapter 11
protection on Aug. 6, 2007 (Bankr. D. Del. Case Nos. 07-11047
through 07-11054).  James L. Patton, Jr., Esq., Joel A. Waite,
Esq., and Pauline K. Morgan, Esq. at Young, Conaway, Stargatt &
Taylor LLP represent the Debtors.  Epiq Bankruptcy Solutions LLC
acts as the Debtors' claims and noticing agent.  The Official
Committee of Unsecured Creditors selected Hahn & Hessen LLP as
its counsel.  As of March 31, 2007, American Home Mortgage's
balance sheet showed total assets of $20,553,935,000, total
liabilities of $19,330,191,000.

(American Home Bankruptcy News, Issue No. 47; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or  
215/945-7000)


ARLINGTON RIDGE: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Arlington Ridge LLC
        11300 Fourth St. N., Suite 200
        Saint Petersburg, FL 33716

Bankruptcy Case No.: 08-15678

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
   Blair HomeCrafters of Leesburg LLC              08-15679
   Blair Communities, Inc.                         08-15681
   YS Holdings, Inc.                               08-15683

Type of Business: The Debtors operate a retirement community.
                  
Chapter 11 Petition Date: October 8, 2008

Court: Middle District of Florida (Tampa)

Judge: Caryl E. Delano

Debtor's Counsel: Harley E. Riedel, Esq.
                  hriedel.ecf@srbp.com
                  Stichter, Riedel, Blain & Prosser
                  110 East Madison St., #200
                  Tampa, FL 33602
                  Tel: (813) 229-0144

Estimated Assets: $10 million to $50 million

Estimated Debts: $10 million to $50 million

The Debtors did not file a list of 20 largest unsecured creditors.


ASSET BACKED: Fitch Keeps 'CC/DR2' Rating on Class A2 Certificates
------------------------------------------------------------------
Fitch Ratings has taken rating actions on Asset Backed Securities
Corporation Trust 2004-CFN1 certificates.  The classes represent a
beneficial ownership interest in separate trust funds, which
include bonds that have been affirmed.

ABSC 2004-CFN1
  -- A1 affirmed at 'A';
  -- A2 remains at 'CC/DR2'.

The rating actions were taken as part of Fitch's ongoing
surveillance process of existing transactions.


ATHILON CAPITAL: Fitch Cuts $200MM Notes Ratings to 'BB' from 'AA'
------------------------------------------------------------------
Fitch has removed from Rating Watch Negative and downgraded
Athilon Capital Corp. and Athilon Asset Acceptance Corp. as well
as seven classes of notes.  In addition, a Negative Rating Outlook
has been assigned to Athilon's Issuer Default Ratings.  These
actions are effective immediately:

  -- Athilon Capital Corporation IDR downgraded to 'AA'/Outlook
     Negative from 'AAA'

  -- Athilon Asset Acceptance Corporation IDR downgraded to
     'AA'/Outlook Negative from 'AAA';

  -- $62,500,000 senior subordinated deferrable interest notes,
     series A downgraded to 'BBB' from 'AAA';

  -- $62,500,000 senior subordinated deferrable interest notes,
     series B downgraded to 'BBB' from 'AAA';

  -- $62,500,000 senior subordinated deferrable interest notes,
     series C downgraded to 'BBB' from 'AAA';

  -- $62,500,000 senior subordinated deferrable interest notes,
     series D downgraded to 'BBB' from 'AAA';

  -- $100,000,000 senior subordinated deferrable interest notes,
     series E downgraded to 'BBB' from 'AAA';

  -- $150,000,000 subordinated deferrable interest notes, series
     A/B downgraded to 'BB' from 'AA';

  -- $50,000,000 subordinated deferrable interest notes, series C
     downgraded to 'BB' from 'AA'.

Athilon is a credit derivative products company which sells
protection primarily on tranches of corporate collateralized debt
obligations to various counterparties.

The actions are the result of exposure to two structured finance
CDOs for which Athilon sold protection to counterparties.  These
transactions have experienced significant negative ratings
migration in their underlying collateral assets.  The Negative
Outlook on the IDRs reflects the continued potential for future
negative ratings migration in the SF CDOs to which Athilon is
exposed, and challenges these pose to Athilon's capitalization and
business model.

The smaller of the two SF CDO transactions, which is rated by
Fitch, has experienced meaningful negative rating migration, with
the rating of the most senior tranche downgraded to 'CCC' from
'AAA'.  The second transaction, which is not rated by Fitch, has
also experienced recent negative ratings migration in its
underlying assets.  Fitch's expectations for losses in the
underlying portfolios of the CDOs, indicates a material
probability of impairment of the classes of notes for which
Athilon sold protection.  In its analysis, Fitch took into account
that credit events may only be called beginning in 2014, which may
delay the payments for any realized losses on the underlying SF
CDO positions.


ATLANTIC LAND: Files for Chapter 11 in West Palm Beach
------------------------------------------------------
Atlantic Land Co. filed for Chapter 11 bankruptcy before the U.S.
Bankruptcy Court for the Southern District of Florida, the South
Florida Business Journal reported Tuesday.  The report notes that
the company received a foreclosure notice from First Bank Florida
in January on the company's downton office building at 131 N.E.
First Ave.  The property is mortgaged to First Bank Florida for
$630,000. The property is valued at $850,000, according to Palm
Beach County property records, the report says.

According to the South Florida Business Journal, Atlantic Land's
other creditors are:

   -- the city of Boca Raton,
   -- land developer Greg Talbott,
   -- 140 N. Federal of Boca, which holds a $200,000 mortgage on
      the property, and
   -- the Robert Roschman Revocable Trust of Fort Lauderdale

Based in Boca Raton, Florida, The Atlantic Land Company owns an
office building in Boca Raton, Florida.  The Debtor filed for
Chapter 11 relief on Oct. 6, 2008 (Bankr. S.D. Fla. Case
No. 08-24712).  Susan D. Lasky, Esq., represents the Debtor as
counsel.  When the Debtor filed for protection from its creditors,
it listed $500,000 to $1 million in assets as well as debts.


BARRINGTON BROADCASTING: S&P Trims Corp. Credit Rating to 'CCC+'
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
and issue-level ratings on Hoffman Estates, Illinois-based
Barrington Broadcasting LLC.  The corporate credit rating was
lowered to 'CCC+' from 'B-'.  At the same time, S&P lowered the
issue-level rating on Barrington's senior secured credit
facilities to 'B-' from 'B+', and revised the recovery rating on
this debt to '2', indicating S&P's expectation of substantial
recovery in the event of a payment default, from '1'.

In addition, the issue-level rating on the company's subordinated
debt was lowered to 'CCC-' from 'CCC'.  The recovery rating on
this debt remains at '6', indicating S&P's expectation of
negligible recovery in the event of a payment default.  The
corporate credit and issue-level ratings remain on CreditWatch
with negative implications, where they were placed June 13, 2008.
     
"The downgrade and continued CreditWatch listing reflect the
difficulty that we believe the company faces to reduce debt and
increase EBITDA sufficiently to meet its Dec. 31, 2008 leverage
covenant step-down, particularly in light of the McCain campaign's
decision to halt its political advertising in Michigan," explained
Standard & Poor's credit analyst Jeanne Mathewson.  "Barrington
has a significant geographic concentration of its TV station
portfolio in that state.  

In addition, S&P is concerned that continuing tight credit markets
have reduced the probability that Barrington will be able to
obtain bank covenant relief, if needed, to amend its credit
facility in the face of tightening leverage covenants at the end
of the year.  Two-year average EBITDA, which smoothes the effects
of political advertising and Olympics cycles, is used in the
covenants' EBITDA definition.  This computation becomes a handicap
if the company experiences successive weak quarters."
     
Revenue in the quarter ended June 30, 2008 was up 1.5%, while
EBITDA was down 4.4% in the same period, mainly because of an
increase in expenses related to the acquisition of the WGTU and
WGTQ stations.  The company was in with all covenants as of
June 30, 2008, with just under 0.4x of cushion against the
leverage requirement--the tightest of its covenants.  The leverage
covenant will step down an additional 1.25x at the end of this
year, and the company will need to increase EBITDA and
meaningfully reduce debt to maintain compliance, which S&P views
as a lower probability now. S&P notes that the credit agreement
contains equity cure provisions that can be invoked in three out
of four consecutive fiscal quarters; however, there is no
assurance that sponsors will inject capital in this circumstance.

S&P makes no assumption regarding sponsors' willingness to provoke
these provisions in its analysis.

In resolving the CreditWatch listing, Standard & Poor's will
continue to monitor Barrington's operating trends and prospects
for reducing debt to two-year average EBITDA, or amending its
credit facility covenants.  Assuming the company is able to pay
down roughly $10 million in debt using cash on hand and political
revenue, EBITDA in the second half of 2008 would need to increase
by roughly 23% over the same period in 2006, or 33% over 2007, to
achieve this leverage target.  S&P views this scenario as
extremely challenging given prevailing economic conditions.  

Even if its banks approve a waiver or amendment to the credit
agreement--a prospect S&P views as increasingly unlikely--the
company will have difficulty absorbing a potential increase in its
borrowing margin.


BASELINE OIL: S&P Cuts Corp. Credit to 'SD' After Payment Failure
-----------------------------------------------------------------
Standard and Poor's Ratings Services lowered its corporate credit
rating on Houston-based exploration and production company
Baseline Oil & Gas Corp. to 'SD' from 'CCC+', indicating a
selective default.

At the same time, Standard & Poor's lowered its issue-level rating
on Baseline's 12.5% senior secured notes due 2012 to 'D' from
'CCC+'.  The recovery rating on the notes remains a '3',
indicating meaningful recovery in the event of a payment default,
pending further information.

The rating actions stem from Baseline's failure to make the
Oct. 1, 2008, required interest payment of $7.187 million on its
senior secured notes.  The notes provide for a 30-day grace
period, which began Oct. 1, 2008.  

Baseline was unsuccessful in negotiating a new bank facility to
redeem outstanding notes.  Closing was expected on October 6.
     
"While we deem the company had the ability to meet its interest
payment from cash balances, management elected not to do so," said
Standard & Poor's credit analyst Amy Eddy.  "Our rating actions
reflect the high probability that the company will pursue
strategic alternatives including possible restructuring of its
debt obligations."


BAUGHER CHEVROLET: Sale of Dealership to Charlie Obaugh Approved
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Virginia
approved Monday the sale of long time Waynesboro car dealership
Baugher Chevrolet-Buick to Obaugh Chevrolet-Buick, owned by
Staunton auto dealer Charlie Obaugh, NewsVirginian.com's Bob
Stuart reports.

According to Mr. Stuart, Chip Magee, Esq., the Roanoke attorney
for the Baugher family, said the new dealership on West Main
Street could open later this week under a new name.  Mr. Stuart
also relates that Mr. Magee said the original sale price of $3.3
million was adjusted by $385,000 because of vehicles sold by
Baugher since the agreement was made with Mr. Obaugh, who owns
multiple car dealerships in the area.

Baugher Chevrolet-Buick filed for Chapter 11 bankruptcy protection
in August, citing:

   -- mounting pressure of foreclosure from BB&T Bank, its major
      creditor.  BB&T had secured the more than $3 million debt it
      was owed with liens against both Baugher's assets and
      dealership real estate; and

   -- General Motor's notice this summer to terminate the parties'
      franchise agreement because Baugher Chevrolet-Buick no
      longer had a floor plan to purchase new vehicles.

"The gas prices went up and we had a large truck inventory and no
cars to sell," Sandra Baugher, vice president of the dealership,
told Judge Ross Krumm at a hearing, according to the report.

The report says the sale proceeds will be used to satisfy the debt
owed to BB&T.  Mr. Magee said about $450,000 is still owed to
unsecured creditors.  The report relates that Mr. Magee told Judge
Krumm that there is about $306,000 in judgments, promissory notes,
GM stock, parts and insurance refunds and other money that can be
applied to the unsecured debt owed creditors.

Judge Krumm said he was approving the sale because "it was the
best possible arrangement" Baugher could make as it faced  
foreclosure and loss of its GM dealership agreement, the report
adds.

Headquartered in Waynesboro, Virginia, Baugher Chevrolet Buick,
Inc. -- http://www.baugherautos.com/-- sells new and used cars,   
trucks and SUVs.  The company filed for Chapter 11 protection on
Aug. 22, 2008 (Bankr. W.D. Va. Case No.08-50862).  A. Carter
Magee, Jr., Esq., at Magee Foster Goldstein & Sayers, represents
the Debtor in its restructuring efforts.  When the Debtor filed
for protection from its creditors, it listed total assets of
$2,931,782 and total debts of $4,432,601.


BAYOU SORREL: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Bayou Sorrel Oil, LLC
        151 Southpark Road, Suite 501
        Lafayette, LA 70508

Bankruptcy Case No.: 08-51164

Type of Business: The Debtor is an oil and gas exploration and
                  drilling company.

Chapter 11 Petition Date: October 7, 2008

Court: Western District of Louisiana (Lafayette/Opelousas)

Judge: Robert Summerhays

Debtor's Counsel: D. Patrick Keating, Esq.
                  rickkeating@charter.net
                  Galloway & Jefcoat, LLP
                  P.O. Box 61550
                  Lafayette, LA 70596
                  Tel: (337) 984-8020
                  Fax: (337) 984-7011

Estimated Assets: $1 million to $10 million

Estimated Debts: $10 million to $50 million

Debtor's 20 Largest Unsecured Creditors:

   Entity                                            Claim Amount
   ------                                            ------------
Petrofortune of Louisiana                            $11,064,165
151 Southpark Road        
Suite 501                 
Lafayette, LA 70508       

Knight Well Service                                  $626,250
P.O. Box 53616              
Lafayette, LA 70505         

Stokes & Spiehler                                    $619,520
P.O. Box 52006
Lafayette, LA 70505

Seatton Construction                                 $441,420

Key Energy Services                                  $185,310

USA Rentals                                          $150,770

ES&H                                                 $144,615

Jambon & Associates                                  $140,275

Traco Production                                     $111,285

Offshore Energy Services                             $84,650

Francis Drilling Fluids                              $81,900

Quality Energy Services                              $81,400

Petro Pump of South LA                               $76,215

Black Warrior Wireline                               $75,615

Wise Well Intervention                               $69,910

Stallion Equipment
$52,030                    

Dishman & Bennett Specialty                          $51,315

Hub City Industries                                  $51,720

Offshore Cleaning Systems                            $51,990

Bayou Marine Boat Rentals                            $48,120


BEAR STEARNS: Fitch Trims Class D Certs. Rating to 'BB' from 'BBB'
------------------------------------------------------------------
Fitch Ratings has taken rating actions on Bear Stearns mortgage
certificates.  The classes represent a beneficial ownership
interest in separate trust funds, which include bonds that have
been affirmed and downgraded.

Bear Stearns Structured Products, Inc. 2001-1
  -- Classes A affirmed at 'AAA';
  -- Classes B affirmed at 'AA';
  -- Classes C affirmed at 'A';
  -- Classes D downgraded to 'BB' from 'BBB'.

The rating actions were taken as part of Fitch's ongoing
surveillance process of existing transactions.


BEAR STEARNS: Fitch Affirms Ratings on Stable Performance
---------------------------------------------------------
Fitch Ratings has affirmed and assigned Outlooks to Bear Stearns
Commercial Mortgage Securities Trust mortgage pass-through
certificates, series 2007-PWR17, as follows:

  -- $92.7 million class A-1 at 'AAA'; Outlook Stable;
  -- $194.1 million class A-2 at 'AAA'; Outlook Stable;
  -- $311.8 million class A-3 at 'AAA'; Outlook Stable;
  -- $132 million class A-AB at 'AAA'; Outlook Stable;
  -- $1.18 billion class A-4 at 'AAA'; Outlook Stable;
  -- $363.6 million class A-1A at 'AAA'; Outlook Stable;
  -- $231.0 million class A-M at 'AAA'; Outlook Stable;
  -- $95 million class A-MFL at 'AAA'; Outlook Stable;
  -- $269.0 million class A-J at 'AAA'; Outlook Stable;
  -- Interest-only class X-1 at 'AAA'; Outlook Stable;
  -- Interest-only class X-2 at 'AAA'; Outlook Stable;
  -- $28.5 million class B at 'AA+'; Outlook Stable;
  -- $44.8 million class C at 'AA'; Outlook Stable;
  -- $24.5 million class D at 'AA-'; Outlook Stable;
  -- $20.4 million class E at 'A+'; Outlook Stable;
  -- $28.5 million class F at 'A'; Outlook Stable;
  -- $32.6 million class G at 'A-'; Outlook Stable;
  -- $36.7 million class H at 'BBB+'; Outlook Stable;
  -- $32.6 million class J at 'BBB'; Outlook Stable;
  -- $32.6 million class K at 'BBB-'; Outlook Stable;
  -- $12.2 million class L at 'BB+'; Outlook Stable;
  -- $12.2 million class M at 'BB'; Outlook Stable;
  -- $12.2 million class N at 'BB-'; Outlook Stable;
  -- $8.2 million class O at 'B+'; Outlook Stable;
  -- $4.1 million class P at 'B'; Outlook Stable;
  -- $8.2 million class Q at 'B-'; Outlook Stable.

Fitch does not rate the $44.8 million class S.

The affirmations are the result of stable performance since
issuance in September 2007.  As of the September 2008 distribution
date, the pool's certificate balance has decreased 0.3% to
$3.25 billion from $3.26 billion at issuance.  170 loans (75.2%)
are interest-only or partial interest-only.  In addition, there
are currently no specially serviced loans.

There are six shadow rated loans in the transaction (1.8%), each
of which maintains their investment-grade shadow rating.  The
largest, North Los Altos Shopping Center (0.4%), is secured by a
127,404 square foot retail property in Long Beach, California.  
Servicer reported occupancy as of the June 2008 is 98.5% compared
to 95% at issuance.

The largest loan in the pool (7.6%) is collateralized by 19
properties located in various states.  As of March 2008, the
servicer reported weighted-average occupancy was 92.3% compared to
94% at issuance.

The second largest loan (7.1%) is secured by a 1,268,480 sf office
tower located in Houston, Texas.  The first quarter 2008 servicer
reported debt service coverage ratio is 1.28 times.  One of the
top five loans, 1101 New York Avenue (3.5%), had a year-end 2007
DSCR of 0.28x.  However, the 2007 figures did not represent full-
year leases for newly signed tenants and the office property's
performance is expected to improve.  Reported first quarter 2008
DSCR was 0.93x and occupancy was at 97.4%.


BIBLE BELIEVERS: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Bible Believers Ministries, Inc.
        110 Spring Lake Terrace
        Covington, GA 30016

Bankruptcy Case No.: 08-80110

Type of Business: The Debtor is single real estate asset debtor.

Chapter 11 Petition Date: October 6, 2008

Court: Northern District of Georgia (Atlanta)

Judge: Mary Grace Diehl

Debtor's Counsel: Dorna Jenkins Taylor, Esq.
                  dorna.taylor@taylorattorneys.com
                  Taylor & Associates, LLC
                  Suite 500
                  1401 Peachtree Street
                  Atlanta, GA 30309
                  Tel: (404) 870-3560
                  Fax: (404) 745-0136

Estimated Assets: $1,000,000 to $10,000,000

Estimated Debts: $500,000 to $1,000,000

Bible Believers Ministries, Inc. did not file a list of its
largest unsecured creditors.


BILL HEARD: Wants Asset Sale Bidding Procedures Approved
--------------------------------------------------------
Bill Heard Enterprises Inc. and its debtor-affiliates ask the
United States Bankruptcy Court for the Northern District of
Alabama to approve proposed bidding procedures for the sale of
certain real property together with other business assets.

The Debtors' proposed stalking-horse bidder is subject to General
Motors' approval.

Bidders are required to submit their offer together with a cash
deposit of, either (a) $500,000 if the offer property includes
real estate; or (b) $250,000 if property excludes real estate.

The stalk-horse bidder will be paid up to $200,000 break-up fee
in the event the Debtor consummates the sale to another party.

An auction for the Debtors' asset will take place at the offices
of Burr & Forman LLP at 420 North 20th Street, Suite 3400 in
Birmingham, Alabama.  During the auction, overbid by any party
must surpass the stalking-horse bidder's proposed purchase price
by the amount of the break-up fee plus $10,000.

The Debtors will file separate sale motions as offers for certain
properties are received, and then schedule auction dates.

A full-text copy of the Debtors' proposed bidding procedures is
available for free at http://ResearchArchives.com/t/s?3399

                         About Bill Heard

Headquartered in Huntsville, Alabama, Bill Heard Enterprises Inc.
-- http://www.billheardhuntsville.com/-- is one of the largest
dealers of Chevrolet in the United States.  The company and 17 of
its affiliates filed for Chapter 11 protection on Sept. 28, 2008
(Bankr. N.D. Ala. Lead Case No. 08-83028).  Derek F. Meek, Esq.,
at Burr & Forman, LLP, represents the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed assets and debts of between
$500 million and $1 billion each.


BOMBARDIER CAPITAL: Fitch Changes Cl. M-1 Certs Rating to 'C/DR6'
-----------------------------------------------------------------
Fitch Ratings has taken rating actions on Bombardier Capital
Mortgage Securitization Corp. manufactured housing issue listed
below.

Series 1998-B
  -- Class A affirmed at 'BB-';
  -- Class M-1 revised to 'C/DR6' from 'C/DR5';
  -- Class M-2 remains at 'C/DR6'.


BOSCOV'S INC: Wants $16.5MM Cash Sale of Assets to Regio BDS OK'd
-----------------------------------------------------------------
Boscov's Inc., and its debtor-affiliates ask the U.S. Bankruptcy
Court for the District of Delaware to approve the sale of
substantially all of their assets, free and clear of liens and
encumbrances, to Versa Capital Management Inc., through its newly
created affiliate, Regio BDS, LLC, subject to competitive bidding
at an auction to be held on Oct. 20, 2008.

Regio will pay about $16,500,000 cash for substantially all of
the Debtors' assets and assume the Debtors' liabilities totaling
more than $200,000,000.  The deal, according to The Evening Sun
and The Associated Press, is valued at $288,000,000.

In addition, the Debtors ask the Court to:

    (a) authorize their assumption and assignment of certain
        executory contracts and unexpired leases in connection
        with the Sale;

    (b) find that Versa or the successful bidder is a "good faith
        purchaser" as that term is defined in Section 363(m) of
        the Bankruptcy Code, and has not violated Section 363(n);

    (c) authorize the Debtors to change their names upon the
        closing of the sale and to modify the case caption used
        in their Chapter 11 cases based on those name changes;

    (d) waive the 10-day stay requirement of Rules 6004(h) and
        6006(d) of the Federal Rules of Bankruptcy Procedures;
        and

    (e) grant the Purchaser liens in certain of its inventory
        upon the Sale Closing pursuant to Section 364(d).

The Court previously approved the Bidding Procedures governing
the sale of substantially all of the Debtors' assets.  The
Debtors also filed a draft asset purchase agreement with Regio, a
full-text copy of which is available for free at:

               http://ResearchArchives.com/t/s?3333

Brad Erens, Esq., at Jones Day, in New York, asserts that the
purchase price offered by Regio BDS for the Debtors' assets is
well in excess of the value of any asserted lien for all
lienholders so that any lien can be satisfied under Section
365(f)(2) as part of the sale.  Moreover, the service of the sale
notice pursuant to the Bid Procedures Order will afford creditors
with sufficient notice of the sale, a further justification for
the Court to approve sale of the Debtors' assets to the Purchaser
free and clear of lien, he contends.

A copy of the Sale and Bidding Procedures Notice is available for
free at http://ResearchArchives.com/t/s?3375

The Regio APA, Mr. Erens relates, requires the assumption and
assignment of certain executory contracts and unexpired leases,
or alternatively, provides that the Purchaser will have the
option to assume certain other executory contracts and unexpired
leases by March 2, 2009, as an integral part of the Sale.  It is
thus an appropriate exercise of business judgment for the Debtors
to agree to assume and assign the contracts according to the
Agreement, he asserts.

By no later than Oct. 15, 2008, the Debtors will serve
adequate assurance packages on all landlords to the Debtors'
nonresidential real property leases, which packages will set
forth the financial capability of the Purchaser and other
potential bidders to adequately perform under the leases, among
others.  The notice provisions and the bifurcated objection
deadline for counterparties to object to the assumption and
assignment are adequate to protect the rights of counter-parties
to the Debtors' contracts and leases, Mr. Erens further asserts.

A list of executory contracts and unexpired leases to be assumed
and assigned, including the corresponding cure amounts proposed
is available for free at http://ResearchArchives.com/t/s?3376

A copy of the notice of intent to assume and assign executory
contracts and leases is available for free at:

            http://ResearchArchives.com/t/s?3377

The Debtors, asserting that the Purchaser not being an "insider"
of the Debtors' businesses, and that the APA is being negotiated
in good faith and from arm's length bargaining positions,
maintain that the Purchaser is a good faith purchaser according
to the terms of Section 363(m).  The Debtors tell the Court that
to their knowledge, no party has engaged in any conduct that
would cause the APA to be avoided under Section 363(n).

The Debtors further relate that they have agreed to change their
current names to allow the Purchaser to operate the business
post-Closing under the "Boscov's" name without confusion with the
Debtors' Chapter 11 cases.  The Debtors will, at or prior to the
Sale hearing, provide the proposed new names that will apply at
Closing and the proposed new case caption for their cases.

As to their request for authority to grant the Purchaser first
priority lien on all assets at the Store Closing Locations, the
Debtors explain that this provision is a standard feature of most
retail liquidation agreement.   

Pursuant to the APA, the Purchaser, at its option, may designate
certain stores as Store Closing Locations and liquidate the
inventory at those stores in conjunction with a liquidation firm.  
During liquidation, the Debtors would retain title to the
inventory to be sold and the Debtors' employees would continue to
operate the Store Closing Locations.  The Debtors then would
remit to the Purchaser all proceeds from the Store Closing Sales
at the conclusion of the Closing sales.  As security that the
Debtors would remit the proceeds to the Purchaser, the APA
provides that the Debtors will grant the first priority lien on
all assets at the Store Closing Locations.

Finally, Mr. Erens asserts that waiver of the 10-day stay
requirement under Rules 6004(h) and 6006(d) is crucial to the
Debtors' cases because the Debtors intend to consummate the Sale
of their assets as soon as possible.  Moreover, the Purchaser
asked for the waiver when the parties negotiated the terms of the
Sale Agreement, he tells the Court.

A full-text copy of the proposed Sale Order is available for free
at http://ResearchArchives.com/t/s?3378

At the Debtors' behest, the Court will convene a hearing on
Oct. 21, 2008, to consider approval of the Sale Motion.  If no
other timely bids are received before the Bid Deadline, the Court
will consider approval of the sale of the Debtors' assets to
Regio/Versa on October 22.

The Debtors served notices of the Sale Hearing on October 4.  The
Bidding Procedures Order required that Sale Hearing Notices must
be served within one day after entry of the Bidding Procedures
Order.  Objections to the proposed sale and scheduled cure
amounts must be filed by October 17, and objections to the
adequate assurance of future performance must be filed by
October 20.

            Debtors Served Deposition Notice to HSBC

Mr. Erens informs the Court that he has delivered copies of the
Debtors' request for HSBC Bank of Nevada, N.A., to produce
certain documents.  Mr. Erens adds that he also delivered to HSBC
the Debtors' first set of interrogatories and a notice of
deposition pursuant to Rule 30(b)(6) of the Federal Rules of
Bankruptcy Procedure.

The Deposition, scheduled on October 20 at the offices of
Richards, Layton & Finger, P.A., at One Rodney Square, 920 North
King Street, in Wilmington, Delaware, will involve topics
relating to HSBC's objection to the bidding procedures and any
potential objections to the Debtors' sale motion or other
objections that HSBC plans to file in the Debtors' proceedings.

                        About Boscov's Inc.

Headquartered in Reading, Pennsylvania, Boscov's Inc. --
http://www.boscovs.com-- is America's largest family-owned        
independent department store, with 49 stores in Pennsylvania, New
York, New Jersey, Maryland, Delaware and Virginia.

Boscov's Inc. and its debtor-affiliates filed for Chapter 11
protection on Aug. 4, 2008 (Bankr. D. Del. Case No.: 08-11637).
Judge Kevin Gross presides over the cases.

David G. Heiman, Esq., and Thomas A. Wilson, Esq., at Jones Day,
serve as the Debtors' lead counsel.  The Debtors' financial
advisor is Capstone Advisory Group and their investment banker is
Lehman Brothers, Inc.  The Debtors' claims agent is Kurtzman
Carson Consultants L.L.C.

Boscov's listed assets of $538 million and liabilities of
$479 million in its bankruptcy filing.  

(Boscov's Bankruptcy News; Issue No. 10; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000)


BOSTON SCIENTIFIC: S&P's Rtng Unmoved by Court's Appeal Rejection
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that the U.S. Supreme
Court's rejection of an appeal by Boston Scientific Corp.
(BB+/Negative/--) regarding last week's $703 million jury finding
(U.S. District Court in Delaware) will have no impact on the
rating.  Boston Scientific continues to explore other avenues of
appeal.  In the event that it was unsuccessful, the company had
$1.6 billion of cash as of June 30, 2008.

In addition, since amended covenants permit a $500 million carve-
out for legal judgments, the company's ability to comply with
covenants will not be compromised.  While the $703 million is
somewhat higher than S&P's expectations (against a total legal
reserve of $1 billion), the increment is not sufficient to impact
ratings, given the company's liquidity position.


CATALYST ENERGY: PSC Conditionally Approves Transfer of Customers
-----------------------------------------------------------------
The Associated Press reported Tuesday that the Georgia Public
Service Commission said natural gas marketer Catalyst Energy would  
continue to serve its customers through Thursday to ensure a
smooth transition to another provider.  The PSC conditionally
approved a request by Catalyst to transfer its customers to MX
Energy in the wake of its Chapter 11 bankruptcy filing last week.

The transfer is subject to bankruptcy court approval, according to
the report.  Under terms of the agreement, MX Energy would honor
fixed-rate contracts of Catalyst's customers and send each written
notice of the transfer, and provide a copy of rights, terms and
conditions.

Atlanta, Georgia-based Catalyst Energy Group, Inc. --
http://www.catalystenergy.com/-- and its affiliates, Catalyst   
Natural Gas, LLC, and Catalyst Supply Services, Inc, are energy
providers.  The company and its affiliates filed for Chapter 11
protection on Oct. 1, 2008 (Bankr. N. D. Ga. Lead Case No. 08-
79392).  Leon S. Jones, Esq., at Jones & Walden, LLC, represents
the Debtors in their restructuring efforts.  

Catalyst Energy listed assets of less than $50,000.  According to
The Atlanta Journal-Constitution, the company said that it has
$20 million in liabilities.


CE GENERATION: Fitch Lifts $400MM Bonds Rating to BBB- from BB+
---------------------------------------------------------------
Fitch has upgraded the rating of CE Generation LLC's $400 million
secured bonds due 2018 to 'BBB-' from 'BB+'.  The Rating Outlook
is Stable.  The rating action results from the revision in Fitch's
long term view of natural gas prices which enhances CE Gen's
cashflow in a low price scenario.  The rating reflects CE Gen's
long-term credit profile when a vast majority of CE Gen's cash
flow derives from Salton Sea, and Salton Sea's output is no longer
sold at fixed prices.

CE Generation is a portfolio of ownership interests in ten
geothermal and three natural gas fired generation facilities.  The
ten geothermal facilities (Salton Sea) are separately encumbered
with project-level debt.  The three remaining facilities are
unencumbered at the project level.  CE Generation also receives
fees for providing operating services to the Saranac facility.  
The project-level debt is structurally senior to the CE Generation
debt.

Historically, CE Gen received significant cash flows from both
Saranac and Salton Sea.  Upon the expiry of Saranac's contracts in
2009, Fitch anticipates that distributions from Saranac will fall
away and that CE Gen's credit profile will be analogous to the
subordinated debt of Salton Sea.  Salton Sea is primarily
dependent upon short-run avoided cost (SRAC)-based energy payments
from Southern California Edison (SCE, rated 'A-', with a Stable
Outlook by Fitch).  SRAC is currently fixed until 2012 and will be
calibrated to market conditions thereafter.

The California Public Utilities Commission is currently
considering significant changes to the SRAC formula, which is
indexed to the price of natural gas.  The anticipated revision of
the SRAC formula will negatively affect CE Gen's financial
performance.  However, the anticipated diminution due to the
calculation of SRAC is more than offset by the higher natural gas
prices that Fitch now assumes in a low price scenario.

The rating action is a direct result of the increase in Fitch's
natural gas price stress.  Consolidated DSCRs during the market-
based SRAC period in a low natural gas scenario are in the 1.60x-
1.70x range.  While these stress case DSCRs are strong for the
rating category, Fitch believes that uncertainty regarding the
ultimate form of the SRAC calculation constrains the rating.

Note that Fitch considers consolidated DSCRs to be the appropriate
metric for evaluating CE Gen's credit quality as DSCRs at CE Gen
would fall below 1x prior to tripping the cash trap mechanism
under the Salton Sea indenture.


COMFORT CO: Sleep Innovations to File Pre-Packaged Plan in 30 Days
------------------------------------------------------------------
Home Textiles Today reported Monday that Sleep Innovations Inc.'s
president and CEO Richard Heller says the company will file a pre-
packaged reorganization plan and disclosure statement within 30
days.  Sleep Innovations is an affiliate of Comfort Co. Inc.

The report said that the plan has the support of the company's
first-tier secured lenders.

According to the magazine, Sleep Innovations proposes to convert
part of its debt to new equity, and that it will seek to secure
debtor-in-possession and exit financing of up to $40 million.

The company blamed its current financial troubles to the rise in
petrochemical raw material costs, the sluggish economy and the
crisis in the housing markets.

The report adds that Sleep Innovations, which is privately held,  
had sales of $432.6 million in 2007.  The company purchased
Advanced Urethane Technologies last year for $88 million.

Home Textiles Today says that the company listed $285 million in  
first-tier secured debt, $340 million of second-tier secured debt
and $34 million in trade debt.  The company's 30 largest unsecured
creditors accounted for $16.3 million in debt.  This list included
Dow Chemical Co., with $3.6 million; BASF, owed $2.9 million; and
Standard Fiber, owed $2.2 million.

Mr Heller said that prior to filing for bankruptcy, the company
had considered numerous alternatives to resolve its financial
problems, which included the the sale of some or all of its
assets.

Headquartered in West Long Branch, N.J., Comfort Co. Inc. and its
affiliates -- http://www.sleepinnovations.com/-- make and sell  
foam bedding, sleep products and accessories.  The company, Sleep
Innovations Inc., and nine other debtor-affiliates filed separate
petitions for Chapter 11 relief on Oct. 3, 2008 (Bankr. D. Del.
Lead Case No. 08-12305).  Michael R. Lastowski, Esq., Richard W.
Riley, Esq., at Duane Morris LLP, represented the Debtors as
counsel.  When the Debtors filed for protection from their
creditors, they listed total assets of $100 million to
$500 million, and total debts of $100 million to $500 million.


CORNERSTONE MINISTRIES: Court Approves Sale Bidding Procedures
--------------------------------------------------------------
The Hon. Robert E. Brizendine of the United States Bankruptcy
Court for the Northern District of Georgia approved bidding
procedures for the sale of Cornerstone Ministries Investments
Inc.'s real property, free and clear of liens, claims, and
encumbrances.

Judge Brizendine authorized the Debtor to pay any outstanding
ad valorem real property taxes, and other normal and customary
closing costs from the proceeds of the sale.  Remaining net
proceeds must be held in an interest-bearing account and may not
be disbursed without the Court's approval.

The Debtor will sell its 4,607 square foot headquarters located
in Pine Creek Commons Office Park at At 2450 Atlanta Highway,
No. 900, Cummings, Forsyth County, Georgia, for $480,000 in cash
at closing.

Bidders are required to deliver a $50,000 deposit at the sale
hearing.  During the public auction, bidding for the Debtor's
property will be conducted in minimum incremental bids of $10,000.

The Debtor selected Ultra Properties and Remax Greater Atlanta as
brokers.  As part of the deal, each broker will be paid 5%
commission at closing.

                 About Cornerstone Ministries

Headquartered in Cumming, Georgia, Cornerstone Ministries
Investments Inc. -- http://www.cmiatlanta.com/-- is engaged in  
financing the acquisition and development of facilities for use by
churches, faith-based or non-profit organizations and for-profit
organizations. The company offers development, construction,
bridge and interim loans, usually due within one to three years.
The company makes loans to four distinct groups of borrowers,
including churches, senior housing facilities, family housing
development projects and daycare/faith-based schools.

The company filed for Chapter 11 protection on Feb. 10, 2008 (N.D.
Ga. Case No. 08-20355). J. Robert Williamson, Esq., at Scroggins
and Williamson, represents the Debtor. The Debtor selected BMC
Group Inc. as claims, noticing and balloting agent.  As of
March 1, 2008, the Debtors' summary of schedules showed
$187,661,169 in total assets and $178,586,731 in total debts.

On Sept. 8, 2008, the Court extended the Debtor's exclusive
periods to (i) file a Chapter 11 plan until Dec. 7, 2008, and
solicit acceptances of that plan until Feb. 5, 2008.


CORPORACION DURANGO: Fitch Puts 'D' Rating on Coupon Non-Payment
----------------------------------------------------------------
Fitch Ratings has downgraded the foreign and local currency IDRs
of Corporacion Durango S.A. de C.V. to 'D' from 'CC' and has
affirmed its 'CC/RR4' rating of the company's notes due in 2017.  
All ratings have been removed from Rating Watch Negative.

Fitch's action follows the announcement by the company that it
will not make a coupon payment on its 2017 notes, and that it has
initiated a debt restructuring in Mexico through a Concurso
Mercantil process.

As of June 30, 2008, Durango had US$533 million of debt and
US$35 million of cash and marketable securities.  Short-term debt
totaled US$12 million and the company was scheduled to make a
US$26.5 million coupon payment on October 5.

Durango's debt consists primarily of the US$509 million notes due
in 2017.

During the latest 12 months ended June 30, 2008, Durango generated
US$65 million of EBITDA, a decline from US$126 million of EBITDA
during the LTM ended June 30, 2007.  The decline in the company's
operating profitability is due to continued high prices for old
corrugated containers, a key raw material, and rising energy
costs.  The increase in these two costs, plus other factors, have
led to a rise in the Durango's unit cost per ton to US$619 for the
quarter ended June 30, 2008, from US$502 during the same quarter
in 2007.  Price increases have not offset these cost increases, as
Durango's prices have risen on average by only US$61 per ton
during this time period.


CREATIVE NEIGHBORS: Case Summary & Seven Largest Unsec. Creditors
-----------------------------------------------------------------
Debtor: Creative Neighbors Always Sharing Inc.
        251 W 83rd Street
        Los Angeles, CA 90003

Bankruptcy Case No.: 08-26778

Type of Business: The Debtor operates a homeless shelter.

Chapter 11 Petition Date: October 8, 2008

Court: Central District Of California (Los Angeles)

Judge: Richard M Neiter

Debtor's Counsel: Frederick A. McNeill, Esq.
                  Law Offices of Frederick A. McNeill
                  2011 Arlington Avenue
                  Los Angeles, CA 90018
                  Tel: (310) 497-2124

Estimated Assets: $1.8 million

Estimated Debts: $2 million

A list of the Debtor's largest unsecured creditors is available
for free at:

           http://bankrupt.com/misc/califcb08-26778.pdf


CROWN CITY: Fitch Puts Default Ratings on Six Classes of Notes
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings to 'D' on
the class A, E-1, E-2, Income 1, and Income 2 notes issued by
Crown City CDO 2005-1 Ltd. and the class D, D-2, and E notes
issued by Crown City CDO 2005-2 Ltd.  At the same time, S&P
withdrew its ratings on the class B, C, and D notes issued by
Crown City CDO 2005-1 Ltd. and the class A-1, B-1, B-2, C, and
Income notes issued by Crown City CDO 2005-2 Ltd. because these
notes were fully repaid.

The downgrades of the class A, E-1, and E-2 notes issued by Crown
City CDO 2005-1 Ltd. and the class D, D-2, and E notes issued by
Crown City CDO 2005-2 Ltd. were due to the early termination of
the notes, triggered by an indenture event of default following
Lehman Bros. Holdings Inc.'s bankruptcy filing on Sept. 15, 2008.  
Upon liquidation, the notes experienced interest shortfalls
because they relied on Lehman Bros. to make up the spread
component of the interest due.  The interest shortfall caused the
transactions to dip into principal cash to pay the interest
shortfalls, which led to ultimate principal losses on the notes.

Although the losses were minimal, the missed principal constituted
a default of the rating as defined by Standard & Poor's.  The
Income 1 and Income 2 notes were backed by collateral issued by
Lehman Bros., which caused a nonpayment of all principal owed to
the Income 1 and Income 2 noteholders.

The percentage of losses for the defaulted notes:

Crown City CDO 2005-1 Ltd.

Class    Principal loss (%)
----     ------------------
A             0.028
E-1           2.660
E-2           2.660
Income 1    100.000
Income 2    100.000

Crown City CDO 2005-2 Ltd.

Class    Principal loss (%)
-----    ------------------
D                     3.000
D-2                   1.000
E                   100.000

S&P withdrew the ratings on the class B, C, and E notes issued by
Crown City CDO 2005-1 Ltd. and the class A-1, B-1, B-2, C, and
Income notes issued by Crown City CDO 2005-2 Ltd. after full
interest and principal were paid to the respective noteholders.

                         Ratings Lowered

Crown City CDO 2005-1 Ltd.
                    Rating
                    ------
Class           To          From
-----           --          ----
A               D           AAA/Watch Neg
E-1             D           BB-/Watch Neg
E-2             D           BB-/Watch Neg
Income 1        Dp          Ap/Watch Neg
Income 2        Dp          Ap/Watch Neg

Crown City CDO 2005-2 Ltd.
                    Rating
                    ------
Class           To          From
-----           --          ----
D               D           BB/Watch Neg                 
D-2             D           BB/Watch Neg
E               D           BB-/Watch Neg

                          Ratings Withdrawn

Crown City CDO 2005-1 Ltd.
                    Rating
                    ------
Class           To          From
-----           --          ----
B               NR          AA/Watch Neg
C               NR          A-/Watch Neg
D               NR          BB+/Watch Neg

Crown City CDO 2005-2 Ltd.
                    Rating
                    ------
Class           To          From
-----           --          ----
A-1             NR          AAA/Watch Neg
B-1             NR          A+/Watch Neg
B-2             NR          A+/Watch Neg
C               NR          BBB+/Watch Neg
Income          NRp         AAAp/Watch Neg

NR -- Not rated.


CREDIT SUISSE: S&P Lowers Ratings on Four Classes of Certificates
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on four
classes of commercial mortgage pass-through certificates from
Credit Suisse Commercial Mortgage Trust Series 2006-C5.  
Concurrently, S&P affirmed its ratings on 20 other classes from
this series.

The downgrades reflect anticipated credit support erosion upon the
eventual resolution of one of the three assets with the special
servicer, LNR Partners Inc.  The lowered ratings also reflect
credit concerns relating to 12 loans with reported low debt
service coverage and one loan that S&P expects to have a low DSC
when its initial interest-only period ends.

The affirmed ratings reflect credit enhancement levels that
provide adequate support through various stress scenarios.
     
There are three assets with the special servicer totaling
$11.1 million (0.3%).  Two assets are 90-plus-days delinquent,
while one is current.  Details of these loans are:

     -- The Country Club Marketplace is the largest loan with LNR
        ($4 million total exposure) and is secured by a 29,366-
        sq.-ft. mixed-used property in Salt Lake City, Utah.  The
        loan was transferred to LNR on Aug. 13, 2008, due to
        monetary default.  The borrower has offered a deed-in-lieu
        to relinquish control of the property; LNR is currently
        evaluating the offer.  Standard & Poor's analysis
        indicates the eventual resolution of the asset could
        result in a moderate loss.

     -- The Brighton Apartments loan ($2.1 million total exposure)
        is secured by a 48-unit, multifamily property in Reading,
        Pennsylvania.  The loan was transferred to LNR on July 14,
        2008, due to monetary default.  The borrower has brought
        all of the delinquent payments current, except for default
        interest; the borrower is currently in discussion with LNR
        on the matter.  If the borrower makes all payments and
        brings the loan to current status, S&P expects the loan to
        be returned to the master servicer, KeyCorp Real Estate
        Capital Markets Inc. after a 90-day monitoring period.

     -- The Tower Station loan ($5.2 million total exposure) is
        current in payment.  The loan is secured by a 23,183-sq.-
        ft. retail property in West Chicago, Illinois, and was
        transferred to LNR on Oct. 1, 2008, due to imminent
        default.  The transfer event occurred after the September
        remittance date.  The borrower reported that some of the
        tenants were having financial difficulties and were not
        paying their contracted rent; LNR is evaluating the
        situation.   

S&P is concerned with 12 of the 33 loans ($552.6 million, 16%)
that have a reported DSC of less than 1.0x.  The 12 loans that are
current credit concerns are secured by a variety of property types
and have an average balance of $3.4 million.  These loans have
seen a weighted average decline in DSC of 46% since issuance.  The
remaining loans are secured by properties that are in various
stages of renovation or lease-up.  S&P does not consider these
loans to be credit concerns because it expects the net cash flow
available for debt service to improve in the near future or there
are significant debt service reserves available.

In addition, S&P is concerned with one ($13.5 million) period IO
loan that it expects to have a low DSC when the IO period ends.

As of the Sept. 17, 2008, remittance report, the collateral pool
consisted of 304 loans with an aggregate trust balance of
$3.42 billion, compared with the same number of loans totaling
$3.43 billion at issuance.  KeyCorp reported financial information
for 98% of the pool.  Ninety-five percent of the servicer-provided
information was full- and partial-year 2007 data.  Based on this
data, Standard & Poor's calculated a weighted average DSC of
1.37x, up slightly from 1.36x at issuance.  To date, the trust has
not experienced any losses.

The top 10 exposures have an aggregate outstanding balance of
$1.29 billion (38%) and a weighted average DSC of 1.25x, down from
1.40x at issuance.  Standard & Poor's reviewed property
inspections provided by the master servicer for all of the assets
underlying the top 10 exposures.  Eleven were characterized as
"fair", one was characterized as "excellent," while the remaining
properties were characterized as "good."

The credit characteristics of the 280 Park Avenue, W New York -
Union Square, and North Ranch Mall loans are consistent with those
of investment-grade rated obligations.  Standard & Poor's adjusted
values for these loans are comparable to the valuations at
issuance.

KeyCorp reported a watchlist of 25 loans ($341.7 million, 10%).  
The largest loan on the watchlist, 720 Fifth Avenue, is also the
third-largest exposure in the transaction.  The loan appears on
the watchlist because it reported a DSC of 1.0x for year-end 2007.  
The loan has various reserves in aggregate of $1.9 million and has
reported 77% occupancy, up from 70% at issuance.  The remaining
loans are on the watchlist primarily because of low occupancy or a
decline in DSC since issuance.

Standard & Poor's identified 19 collateral properties securing 14
loans ($235 million; 7%) in areas affected by Hurricane Ike.  
Generally, the properties have suffered minor damages; however, to
date, KeyCorp has not been able to contact borrowers for all of
the affected properties.  S&P will continue to monitor the
situation as more information becomes available.

Standard & Poor's stressed the loans with credit issues as part of
its analysis.  The resultant credit enhancement levels support the
lowered and affirmed ratings.          

                          Ratings Lowered

Credit Suisse Commercial Mortgage Trust Series 2006-C5
Commercial mortgage pass-through certificates
                Rating
                ------
Class        To         From      Credit enhancement
-----        --         ----      ------------------
M            B+         BB-              1.88%
N            B          B+               1.63%
O            B-         B                1.51%
P            CCC+       B-               1.13%

                          Ratings Affirmed
     
Credit Suisse Commercial Mortgage Trust Series 2006-C5
Commercial mortgage pass-through certificates
   
Class         Rating     Credit enhancement
-----         ------     ------------------
A-1           AAA              30.12%
A-2           AAA              30.12%
A-3           AAA              30.12%
A-AB          AAA              30.12%
A-1A          AAA              30.12%
A-M           AAA              20.08%
A-MFL         AAA              20.08%
A-J           AAA              11.67%
B             AA+              11.30%
C             AA                9.54%
D             AA-               8.41%
E             A                 7.28%
F             A-                6.28%
G             BBB+              5.02%
H             BBB               4.02%
J             BBB-              2.76%
K             BB+               2.64%
L             BB                2.26%
A-X           AAA                N/A
A-SP          AAA                N/A

N/A -- Not applicable.


CSFB SECURITIES: Fitch Trims Ratings on Two Classes to 'C/DR6'
--------------------------------------------------------------
Fitch Ratings has taken rating actions on these CSFB Securities
Corp. Prime RMBS transactions:

CSFB 1997-2
  -- Class A affirmed at 'AAA';
  -- Class X affirmed at 'AAA';
  -- Class P affirmed at 'AAA';
  -- Class M affirmed at 'AAA';
  -- Class B-1 affirmed at 'AAA';
  -- Class B-2 affirmed at 'AAA';
  -- Class B-3 downgraded to 'BBB' from 'AA';
  -- Class B-4 downgraded to 'C/DR6' from 'CC/DR2'.

CSFB 2001-28
  -- Class IA1 affirmed at 'AAA';
  -- Class IA2 affirmed at 'AAA';
  -- Class IA3 affirmed at 'AAA';
  -- Class IIA1 affirmed at 'AAA';
  -- Class IX affirmed at 'AAA';
  -- Class IP affirmed at 'AAA';
  -- Class PP affirmed at 'AAA'.

CSFB 2001-AR7 Group 2
  -- Class IVB affirmed at 'BBB'.

CSFB 2002-24 Group 1
  -- Class I-P affirmed at 'AAA';
  -- Class I-B-1 affirmed at 'AAA';
  -- Class I-B-2 affirmed at 'A';
  -- Class I-B-3 downgraded to 'CC/DR3' from 'CCC/DR2';
  -- Class I-B-4 revised to 'C/DR6' from 'C/DR5'.

CSFB 2002-26 Group 1
  -- Class I-A-4 affirmed at 'AAA';
  -- Class I-A-28 affirmed at 'AAA';
  -- Class I-A-34 affirmed at 'AAA';
  -- Class I-A-35 affirmed at 'AAA';
  -- Class I-P affirmed at 'AAA';
  -- Class I-B-1 affirmed at 'AAA';
  -- Class I-B-3 affirmed at 'AAA';
  -- Class I-B-4 affirmed at 'AAA';
  -- Class I-B-5 affirmed at 'AA+'.

CSFB 2002-S4
  -- Class A3 affirmed at 'AAA';
  -- Class A4 affirmed at 'AAA';
  -- Class X affirmed at 'AAA';
  -- Class P affirmed at 'AAA';
  -- Class B1 affirmed at 'AAA';
  -- Class B2 affirmed at 'AAA';
  -- Class B3 affirmed at 'AAA';
  -- Class B4 affirmed at 'AA';
  -- Class B5 affirmed at 'A'.

The rating actions were taken as part as Fitch's ongoing
surveillance process of existing transactions.


CSFB TRUST: Fitch Takes Rating Actions on Nine Certificate Classes
------------------------------------------------------------------
Fitch Ratings has taken rating actions on CSFB Trust certificates.
The classes represent a beneficial ownership interest in separate
trust funds, which include bonds that have been affirmed,
downgraded or placed on Rating Watch Negative.

CSFB 1997-1R
  -- M1 affirmed at 'AA-';
  -- M2 affirmed at 'A';
  -- M3 affirmed at 'A-';
  -- M4 affirmed at 'BBB';
  -- M5 rated 'BBB-'; placed on Negative Rating Watch.

CSFB 1999-1R
  -- M3 affirmed at 'BBB';
  -- B rated 'BB'; placed on Negative Rating Watch.

CSFB 2002-32R
  -- M1 downgraded to 'C/DR6' from 'CCC/ DR1';
  -- B1 downgraded to 'C/DR6' from 'CC/DR2'.

The rating actions were taken as part of Fitch's ongoing
surveillance process of existing transactions.


CUSTOM CONTRACTING: Case Summary & 14 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Custom Contracting Services, Ltd.
        14528 Benns Church Boulevard
        Smithfield, VA 23430

Bankruptcy Case No.: 08-73410

Chapter 11 Petition Date: October 8, 2008

Court: Eastern District of Virginia (Norfolk)

Debtor's Counsel: Seth A. Schoenfeld, Esq.
                  sas74a@aol.com
                  John W. Lee, P.C.
                  Pembroke Four, 291 Independence Boulevard
                  Suite 530
                  Virginia Beach, VA 23462
                  Tel: (757) 961-8553

Estimated Assets: $1,000,000 to $10,000,000

Estimated Debts: $500,000 to $1,000,000

Custom Contracting Services, Ltd.'s chapter 11 petition with list
of 14 largest unsecured creditors is available for free at:

               http://researcharchives.com/t/s?339f


DASHLEY CORPORATION: Voluntary Chapter 11 Case Summary
------------------------------------------------------
Debtor: Dashley Corporation
        139 Cortlandt Street
        Sleepy Hollow, NY 10591

Bankruptcy Case No.: 08-23458

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
   Cortlandt Street LLC                            08-23459
   Shippy Realty Corp.                             08-23461
   Dari Realty Corp.                               08-23463

Chapter 11 Petition Date: October 8, 2008

Court: Southern District of New York (White Plains)

Judge: Adlai S. Hardin Jr.

Debtor's Counsel: George W. Echevarria, Esq.
                  100 Executive Boulevard
                  Ossining, NY 10562
                  Tel: (914) 923-3600

Estimated Assets: $500,000 to $1 million

Estimated Debts: $1 million to $10 million

The Debtors did not file a list of 20 largest unsecured creditors.
                       

DAVID WHITE: Case Summary & 14 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: David Michael White
        663 Old County Road
        Mineral, VA 23117

Bankruptcy Case No.: 08-62386

Chapter 11 Petition Date: October 8, 2008

Court: Western District of Virginia (Lynchburg)

Judge: William E. Anderson

Debtor's Counsel: Thomas Henry Gays, Esq.
                  thgays@scplawfirm.com
                  Saunders, Cary & Patterson
                  9100 Arboretum Parkway
                  Suite 300
                  Richmond, VA 23236
                  Tel: (804) 330-3350

Estimated Assets: $1 million to $10 million

Estimated Debts: $1 million to $10 million

David Michael White's chapter 11 petition with list of 14 largest
unsecured creditors is available for free at:

               http://researcharchives.com/t/s?33a0


DEL MONTE: S&P Holds 'BB-' Rating and Revises Outlook to Stable
---------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on San
Francisco, California-based Del Monte Food Co. to stable from
negative.  In addition, S&P affirmed Del Monte's 'BB-' corporate
credit rating, and 'BB+' senior secured bank loan ratings.  
However, S&P placed the company's 'B+' subordinated debt rating on
CreditWatch with positive implications, meaning that S&P could
raise or affirm the issue-level rating following the completion of
its review.  

The CreditWatch placement follows the company's intention to repay
permanent debt using $300 million of net proceeds from the sale of
its seafood business.  Del Monte has not yet determined the final
allocation of repayment to senior secured term loan debt.

As of July 27, 2008, the company had about $1.9 billion of total
debt.

The outlook revision reflects the repayment of about $300 million
of debt following the sale of the lower-margin and volatile
seafood business, including Starkist.  Pro forma for the
transaction, leverage is estimated to be about 4.2x for the 12
months ending July 27, 2008, compared with 4.9x before the sale as
of July 27, 2008.

The ratings on Del Monte reflect moderate debt levels and exposure
to rising commodity costs.  The company holds leading market
shares in the processed fruit, vegetable, tomato, broth, and pet
food markets, with brand names including the $1 billion Del Monte
brand, as well as Meow Mix and Milk-Bone.

The outlook on Del Monte is stable.  Leverage has declined closer
to S&P's expectations following the sale of the seafood business,
and S&P believes covenant cushion should improve.  S&P expects Del
Monte will apply its free cash flow to debt reduction and maintain
leverage near 4x and funds from operations to total debt near 15%.  
While S&P is concerned about continued EBITDA margin
deterioration, S&P expects the company to improve operating
performance in the second half of fiscal 2009.
     
"We could revise the outlook to negative if performance and
covenant cushion does not improve as expected and credit measures
weaken, or financial policy becomes more aggressive," noted
Standard & Poor's credit analyst Alison Sullivan.  An outlook
revision to positive is unlikely in the near term, but would
require strong covenant cushion and leverage sustained at or below
3.5x.  "This could occur in a scenario of mid- to high-single-
digit revenue growth and a 250-basis-point EBITDA margin expansion
over fiscal 2008 levels," she continued.


DELTA PETROLEUM: Fitch Holds 'B-' Corp. Credit; Removes Pos. Watch
------------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B-' corporate
credit rating on Delta Petroleum Corp. and removed the rating from
CreditWatch with positive implications where it was placed Jan. 3,
2008.  The original placement followed Tracinda Corp.'s
announcement of a $684 million investment in Delta.  The outlook
is stable.

At the same time, Standard & Poor's lowered its ratings on Delta's
$150 million senior unsecured notes due 2015 and $115 million
convertible notes due 2037 to 'CCC' from 'CCC+', and assigned a
recovery rating of '6', reflecting expectations for negligible
recovery in the case of default.  S&P also removed the senior
unsecured rating from CreditWatch.

Standard & Poor's had expected that Delta would use proceeds from
the investment to accelerate development of its Piceance and
Paradox Basin properties, including related infrastructure.  
However, the subsequent $410.5 million acquisition of properties
in the Piceance basin from EnCana Oil & Gas (USA) Inc. consumed
much of the capital expected to fund such growth.  As a result,
Delta's near-term capital spending of around $375 million will
depend on internal cash flows and availability on its credit
facility.

"Ratings reflect the concern that such meaningful spending will
increase leverage and weaken liquidity if expected production
levels or hydrocarbon prices are not achieved, something that has
hurt Delta in the past," said Standard & Poor's credit analyst
Paul Harvey.

Financial measures are likely to remain weak relative to those of
Delta's peers.  High spending and resulting debt escalation will
offset otherwise improving cash flow generation from higher
production levels.

The ratings on Delta reflect its very aggressive growth strategy,
high debt leverage, elevated cost structure, modest reserve size,
exposure to volatile Rocky Mountain gas differentials, and high
percentage of proved undeveloped reserves.  Ratings also reflect
the company's good reserve life, high operatorship of its
properties, near-term production growth, and strong track record
of reserve replacement.


ESWALD FERTIL: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Eswald M. Fertil
        aka Eswald Michel Fertil
        Youseline Pericles Fertil
        6311 Battlegate Road
        Jacksonville, FL 32258

Bankruptcy Case No.: 08-06209

Chapter 11 Petition Date: October 8, 2008

Court: Middle District of Florida (Jacksonville)

Debtor's Counsel: Albert H. Mickler, Esq.
                  court@planlaw.com
                  5452 Arlington Expressway
                  Jacksonville, FL 32211
                  Tel: (904) 725-0822

Estimated Assets: $1 million to $10 million

Estimated Debts: $1 million to $10 million

A list of the Debtor's largest unsecured creditors is available
for free at:


http://bankrupt.com/misc/flmb08-06209.pdf                       


EURAMAX INTERNATIONAL: S&P Junks Rating on Likely Covenant Breach
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on
Norcross, Georgia-based Euramax International Inc., including the
long-term corporate credit rating to 'CCC+' from 'B-'.  The
outlook is negative.
      
"The rating action reflects our belief that the company is at a
heightened risk of a covenant violation in the near term, given
the weaker economic environment and step-downs in covenant
levels," said Standard & Poor's credit analyst Dan Picciotto.  
Domestic economic conditions have remained soft and conditions in
Europe, where Euramax generates about one-third of its sales, have
deteriorated.  The company had received covenant relief earlier in
2008 and further relief could prove expensive or difficult to
obtain, given credit market conditions.

However, Euramax generates positive cash flow and should benefit
from the recent pullback in the cost of commodity inputs,
particularly aluminum.

The ratings on Euramax reflect the its highly leveraged financial
risk profile and weak business risk profile, although the company
does have leading niche market positions for some product lines,
fair geographic diversity, and limited maintenance capital
expenditure requirements.

Euramax manufactures products made from aluminum, steel, and other
materials for the building construction and transportation
markets.  Products include rain-carrying systems for contractors
and the do-it-yourself markets, and aluminum sidewall for the
towable recreational vehicle and manufactured housing markets.  
Euramax manufactures its products in the U.S., the U.K., the
Netherlands, and France.  Sales outside the U.S. make up about
one-third of total company sales and are primarily in Western
Europe.

The company has leading positions in several product niches,
helping it achieve a degree of pricing power.  Many of Euramax's
products involve significant commodity inputs, the prices of which
have risen sharply over the past several years but have recently
pulled back.  Demand in some of the company's key end markets has
declined, including the domestic RV and building construction
markets.

In June 2005, Goldman Sachs Capital Partners and Euramax
management acquired the company for about $1 billion.  A large
portion of the purchase price was financed with debt, and the
company's balance sheet remains highly leveraged.  As of June 27,
2008, debt to EBITDA approached 10x, EBITDA interest coverage was
about 1.3x, and FFO to debt was slightly positive.  Standard &
Poor's Ratings Services views the PIK notes as mostly debt-like.

Nonetheless, they provide somewhat better credit protection for
the senior secured debt holders because of their non-cash-pay
characteristics and their structural subordination to senior
secured debt.

The company has very limited headroom under its covenants.  
Euramax's cash balance as of June 27, 2008, was about $14 million.  
Along with operating cash flow, the company's sources of liquidity
include its $80 million revolving credit facility and its
$60 million accounts-receivable securitization facility due 2011.  
The securitization facility was fully drawn at the end of the
second quarter.  Euramax's working capital is subject to seasonal
swings and affected by changes in commodity input costs.  Capital
expenditures should be modest.

S&P could lower the ratings if the company violates its covenants
and the likelihood of obtaining a satisfactory cure worsens or if
the company fails to meet its financial obligations.  A positive
ratings action could occur if the company avoids a covenant
violation or, if the company does violate a covenant, the company
is able to receive adequate relief.


FINANCIAL ASSET: Fitch Trims Ratings on Two Classes to 'C/DR6'
--------------------------------------------------------------
Fitch Ratings has taken various rating actions on Financial Asset
Securitization, Inc. transactions:

Series 1997-NAMC1
  -- Class FXS affirmed at 'AAA';
  -- Class P affirmed at 'AAA';
  -- Class B-1 affirmed at 'AAA';
  -- Class B-2 affirmed at 'AAA';
  -- Class B-3 affirmed at 'AAA';
  -- Class B-4 affirmed at 'AA-' and removed from Rating Watch
     Negative;
  -- Class B-5 downgraded to 'C/DR6' from 'CCC/DR2'.

Series 1997-NAMC2
  -- Class FXS affirmed at 'AAA';
  -- Class S affirmed at 'AAA';
  -- Class B-1 affirmed at 'AAA';
  -- Class B-2 affirmed at 'AAA';
  -- Class B-3 affirmed at 'A' and removed from Rating Watch
     Negative;
  -- Class B-4 downgraded to 'C/DR6' from 'CCC/DR2';
  -- Class B-5 remains at 'C/DR6'.

The rating actions were taken as part as Fitch's ongoing
surveillance process of existing transactions.


FIRST NATIONWIDE: Fitch Affirms Ratings on 12 Classes of RMBS
-------------------------------------------------------------
Fitch Ratings has affirmed 12 classes and downgraded two classes
of residential mortgage-backed securities on these First
Nationwide Prime RMBS transactions:

First Nationwide 2000-1 Group 2
  -- Class II-P affirmed at 'AAA';
  -- Class II-X-1 affirmed at 'AAA';
  -- Class II-B-1 affirmed at 'AAA';
  -- Class II-B-2 affirmed at 'AAA';
  -- Class II-B-3 affirmed at 'A';
  -- Class II-B-4 affirmed at 'BB';
  -- Class II-B-5 downgraded to 'CC/DR3' from 'CCC/DR2'.

First Nationwide 2001-4 Groups 3-5
  -- Class III-A-X affirmed at 'AAA';
  -- Class DAP affirmed at 'AAA';
  -- Class V-A-1 affirmed at 'AAA';
  -- Class V-A-2 affirmed at 'AAA';
  -- Class D-B-1 affirmed at 'AAA';
  -- Class D-B-2 affirmed at 'A';
  -- Class D-B-3 downgraded to 'C/DR6' from 'CC/DR3';
  -- Class D-B-4 remains at 'C/DR6'.

The rating actions were taken as part as Fitch's ongoing
surveillance process of existing transactions.


FREESCALE SEMICON: Planned Cell Biz Sale Won't Affect Fitch's Rtng
------------------------------------------------------------------
Fitch Ratings believes Freescale Semiconductor Inc.'s announced
plan to sell or joint venture its cellular business has no
immediate impact on the company's debt ratings or Negative Rating
Outlook, due primarily to the uncertainty surrounding the
structure and timing of any potential transaction.  Fitch rates
Freescale as:

  -- Issuer Default Rating at 'B+';
  -- Senior secured bank revolving credit facility at 'BB+/RR1';
  -- Senior secured term loan at 'BB+/RR1';
  -- Senior unsecured notes at 'B/RR5';
  -- Senior subordinated notes at 'CCC+/RR6'.

Depending upon the amount of net proceeds received and the
structure of any such transaction, Fitch also believes Freescale's
successful divestiture or JV of its cellular business could have a
neutral to positive affect on ratings.

Nonetheless, the current rating Outlook remains Negative and
continues to incorporate Fitch's expectations for a meaningfully
more challenged revenue growth and profitability expansion story
through the intermediate-term and within the context of a
decidedly weakened macroeconomic environment, as well as market
share erosion and ongoing competitive difficulties for a number of
key customers, including its largest cellular customer, Motorola
Inc. (rated 'BBB'/Negative Rating Watch by Fitch) and the big
three U.S. auto makers, and weaker wireless infrastructure
spending by U.S. carriers.

Given that Freescale, under the terms and conditions of its bank
credit agreements and bond indentures, can use net proceeds from
asset divestitures for debt reduction or reinvesting in the
business, Fitch believes a divestiture could result in
strengthened credit protection measures and more stable operating
performance.  Fitch believes that Freescale's consolidated
profitability margins, as measured by operating EBITDA, would
increase with the disposition of the comparatively lower-margin
cellular business, based upon Fitch's estimates prior to the
company discontinuing the disclosure of segment profitability in
the fourth quarter of 2007.

Fitch estimates EBITDA margins for the Wireless and Mobile
Solutions Group (within which the Cellular business was formerly
included) were meaningfully more volatile and anywhere from 33%-
75% lower in any give quarter of 2006-2007 than those of
Freescale's other main segments, Transportation & Standard
Products and Networks & Computing Systems, at the time.  Given
Motorola's, which typically represent more than 90% of segment and
25% of consolidated sales, ongoing operating weakness over the
past several quarters, Fitch believes profitability margins for
the Cellular business are likely to have remained flat at best and
possibly lower, despite the company's aggressive cost cutting
actions.

For the latest 12 months ended June 27, 2008, Fitch estimates
Freescale's total leverage and interest coverage was 6.4 times  
and 1.9x, respectively, at the low end of the current rating
category.

While Fitch believes that -- depending upon the structure of any
transaction Freescale could meaningfully reduce research and
development spending, which is disproportionately invested in the
Cellular business -- Fitch also anticipates the structure of the
transactions, at the very least, would include some form of
intellectual property sharing or licensing agreement, as the
company typically transitions its leading-edge technology
developed within the cellular business through the rest of its
product portfolio.

Furthermore, Fitch is concerned that Freescale's decision to
divest its cellular business is in part being driven by the unit's
limited success in winning meaningful new handset original
equipment manufacturer designs, despite having gained socket share
at Research In Motion and alluding to a yet-to-be-named second
major handset provider processor win, suggesting the company may
be challenged to find a buyer or partner.

Fitch may downgrade Freescale if:

  -- Credit protection measures deteriorate due to meaningful
     erosion in the company's profitability or free cash flow,
     including profitability lost in any potential sale of the
     cellular business without receiving a commensurate level of
     net proceeds for debt reduction; and

  -- Management does not execute on its restructuring efforts,
     including successful site consolidation, asset sales, and
     meaningful improvement in the company's cash conversion
     cycle.

Conversely, Fitch may stabilize the ratings if Freescale:

  -- Improves its operating margin profile and free cash flow
     characteristics via successful expansion of higher-margin
     products.

Fitch believes Freescale's liquidity was adequate as of June 30,
2008 and supported by approximately $1.2 billion of cash and cash
equivalents, approximately half of which is located in the U.S.,
and an undrawn $750 million revolving bank credit facility
expiring Dec. 1, 2012; Fitch anticipates annual free cash flow
will be break even to $200 million annually over the next few
years, modestly supporting liquidity, although free cash flow
could be modestly boosted by lower capital spending associated
with the cellular business.

However, Fitch notes that most of these capital investments are
outsourced to foundries as part of the company's asset light
strategy, due to the advanced technology associated with handset
production and manufacturing.  With no borrowings outstanding
under the revolving bank credit facility, Freescale's only debt
amortization until 2013 is 1% per annum under the term loan
facility, or approximately $35 million per year.


FORD MOTOR: Fitch Junks Issuer Default Rating on Credit Crisis
--------------------------------------------------------------
Fitch Ratings has downgraded the Issuer Default Rating of Ford
Motor Company and Ford Motor Credit Company by one notch to 'CCC'
from 'B-'.

This rating action reflects the growing impact of the credit
crisis on industry sales volumes, supply chain financial risks,
the financial health of dealerships and the capital advantage of
transplants.  These issues are compounding the already-severe
stresses resulting from weakening economic conditions and the
migration to fuel-efficient vehicles.  Plummeting sales volumes
will accelerate negative cash flows in the second half of 2008 and
will result in deep cash drains through 2009.

Despite significant progress in Ford's cost reduction efforts and
an easing of commodity price pressures, Fitch projects that
without additional capital raising or asset sales, Ford will reach
the minimum required operating cash levels in the second half of
2009.

Although Ford remains the best positioned among the Detroit Three
in terms of liquidity, financial resources, manufacturing
footprint and intermediate-term product plans, these relative
attributes are being overwhelmed by industry conditions and the
impact of the credit crisis.  Fitch expects that industry volumes
will not trough until 2009.

The current credit crisis has augmented a number of risk factors
listed below, which apply to all the Detroit Three:

  -- Of primary concern is the impact of the credit crisis on the
     extension of credit throughout the supply chain.  The decline
     in production among the Detroit Three, higher commodity
     prices and other margin pressures, and lack of access to
     capital is likely to produce further bankruptcies within the
     supply chain.  The potential contraction of trade credit
     throughout the industry, and the critical nature of trade
     credit to the capital structure of the supply industry and
     the Detroit Three, poses a high degree of risk in the event
     that capital market conditions continue to contract;

  -- Industry volumes will continue to ratchet down through at
     least 1H'09 due to the decreasing ability of retail consumers
     to obtain competitive financing from the financing arms of
     the manufacturers or from third-party lenders.  This adds to
     the impact of the pullback in leasing on sales and production
     volumes;

  -- The asset-backed securities market has become constricted, in
     terms of availability and pricing, for both auto loans and
     floorplan receivables;

  -- Operating and financial stresses at dealerships continue to
     escalate, impacting their ability to hold inventory and to
     push sales volumes.  Challenges include the higher cost and
     reduced availability of floor-plan financing, more limited
     retail financing capabilities, and an increasing number of
     bankruptcies;

  -- The ability of the Detroit Three to access the capital
     markets, a component of earlier plans to maintain liquidity,
     is currently severely limited. By the same token, asset
     divestitures are expected to be very challenging to complete,
     with sales proceeds unlikely to meet previous expectations or
     to sustain liquidity;

  -- The combination of a wide margin advantage and superior
     capital resources provide the transplants with an
     overwhelming competitive advantage during the current cycle.  
     Toyota's announcement that it will be offering 0% financing
     across eleven of its models is a crippling competitive tool
     in the current environment which will further impact volumes
     and pricing of the Detroit Three;

  -- A bankruptcy filing by a major competitor would further
     affect pricing and the financial risks of the supply chain,
     and could force other manufacturers to follow.

Ford's cash position at the end of the second quarter was
approximately $26.6 billion.  In the absence of further capital-
raising, Ford's liquidity could decline to the minimum required
level of $10-to-12 billion within the next eighteen months.  
Potential sources of liquidity include the federal loan guarantee
program, renegotiation of the VEBA financing structure and
timetable, and very modest levels of external capital and asset
sales.  Fitch expects that Ford will benefit from a federal loan
guarantee program, although the timing, amount, structure, term
and pricing are uncertain.

Ford retains access to its $11.5 billion revolver but the total
commitment has been reduced by the bankruptcy of Lehman Brothers,
which had an $890 million commitment.  The revolver is not subject
to restrictive covenants, but contains a borrowing base which
Fitch expects could further limit availability over the near term.  
Although Fitch expects a modest level of capital-raising will be
completed, including the federal government loan program, cash
drains through 2010 will limit the potential to boost liquidity to
comfortable levels.  

Ford has been active in equity for debt exchanges, which has
helped the company manage its debt levels and near-term
refinancing requirements, but which has not materially sustained
liquidity.  Ford's underfunded pension position will grow as a
result of declines in the equity and fixed-income markets, but
does not pose a material near-term funding risk.

Outside of the risks posed by the credit crisis, the combination
of federal loan guarantees and revolving credit draws should
provide adequate resources to reach 2010.  Although negative cash
flows are expected to continue through 2010, Ford is expected to
benefit from the terms of the United Auto Workers health care
agreement and any potential upturn in the housing market and
general economic conditions.

European operations, which have demonstrated strong improvement in
its operating performance, will weaken over the near term as the
economic environment and industry sales deteriorate.

Fitch has also downgraded Recovery Ratings for Ford's senior
unsecured debt to 'RR6', indicating minimal recoveries for
unsecured debtholders in the event of a default.  Unsecured
holders have become impaired by the high level of senior secured
debt that Ford has incurred, as well as deterioration in asset
values for the North American and European operations, and several
asset holdings.

Fitch has downgraded these long-term ratings:

Ford Motor Co.
  -- Long-term IDR to 'CCC' from 'B-';
  -- Senior secured credit facility to 'B/RR1' from 'BB-/RR1';
  -- Senior secured term loan to 'B/RR1' from 'BB-/RR1';
  -- Senior unsecured to 'CC/RR6' from 'CCC+/RR5'.

Ford Motor Co. Capital Trust II
  -- Trust preferred stock to 'C/RR6' from 'CCC/RR5'.

Ford Holdings, Inc.
  -- Long-term IDR to 'CCC' from 'B-';
  -- Senior unsecured to 'CC/RR6' from 'CCC+/RR5'.

Ford Motor Co. of Australia
  -- Long-term IDR to 'CCC' from 'B-';
  -- Senior unsecured to 'CC/RR6' from 'CCC+/RR5'.

Ford Motor Credit Company LLC
  -- Long-term IDR to 'CCC' from 'B-';
  -- Short-term IDR to 'C' from 'B';
  -- Senior unsecured to 'B-/RR2' from 'B+/RR2';
  -- Commercial paper to 'C' from 'B'.

FCE Bank Plc
  -- Long-term IDR to 'CCC' from 'B-';
  -- Senior unsecured to 'B-'/RR2' from 'B+/RR2';
  -- Short-term IDR to 'C' from 'B';
  -- Commercial paper to 'C' from 'B';
  -- Short-term deposits at to 'C' from 'B'.

Ford Capital B.V.
  -- Long-term IDR to 'CCC' from 'B-';
  -- Senior unsecured to 'B-/RR2' from 'B+/RR2'.

Ford Credit Canada Ltd.
  -- Long-term IDR to 'CCC' from 'B-';
  -- Short-term IDR to 'C' from 'B';
  -- Senior unsecured to 'B-/RR2' from 'B+/RR2'.

Ford Credit Australia Ltd.
  -- Long-term IDR to 'CCC' from 'B-';
  -- Short-term IDR to 'C' from 'B'.

Ford Credit de Mexico, S.A. de C.V.
  -- Long-term IDR to 'CCC' from 'B-'.

Ford Credit Co S.A. de CV
  -- Long-term IDR to 'CCC' from 'B-';
  -- Senior unsecured to 'B-/RR2' from 'B+/RR2'.

Ford Motor Credit Co. of New Zealand
  -- Long-term IDR to 'CCC' from 'B-';
  -- Senior unsecured to 'B-/RR2' from 'B+/RR2';
  -- Short-term IDR to 'C' from 'B';
  -- Commercial paper to 'C' from 'B'.

Ford Motor Credit Co. of Puerto Rico, Inc.
  -- Short-term IDR to 'C' from 'B'.

Fitch has also affirmed these ratings:

Ford Credit Canada Ltd.
  -- Commercial paper at 'B'.

Ford Credit Australia Ltd.
  -- Commercial paper at 'B'.


GE COMMERCIAL: S&P Lowers Ratings on Seven classes of Certificates
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on seven
classes of commercial mortgage pass-through certificates from GE
Commercial Mortgage Corp. Series 2007-C1 Trust.  Concurrently, S&P  
affirmed its ratings on 20 other classes from the same series.
     
The downgrades reflect expected credit support erosion upon the
eventual resolution of two of the three specially serviced assets
in the pool.  In addition, the lowered ratings reflect S&P's
concerns about eight loans ($74.6 million) with reported low debt
service coverage and one loan ($6.1 million) that S&P projects
will have a low DSC when the initial interest-only period ends.

The affirmed ratings reflect credit enhancement levels that
provide adequate support through various stress scenarios.

There are three assets with the special servicer, LNR Partners
Inc., totaling $20.2 million (0.5%).  Details of the specially
serviced assets are:

     -- The 1111 High Road asset is a 136-unit student housing
        property in Tallahassee, Florida, with a total exposure of
        $11.2 million.  The loan was transferred on July 24, 2007,
        due to imminent default.  The asset is in foreclosure, and
        an appraisal reduction amount of $1.8 million is in
        effect.  Standard & Poor's expects a moderate loss upon
        the liquidation of the asset.

     -- Cortina Inn & Resort is secured by a 96-room full service
        hotel in Mendon, Vt., and has a total exposure of
        $8.2 million.  This loan was transferred in November 2007
        due to monetary default.  The property was closed pending
        testing by the Vermont Health Department, which found
        evidence of Legionnaires' bacteria in the hotel.  The
        asset is in foreclosure, and an ARA of $1.9 million is in
        effect.  Standard & Poor's expects a substantial loss
        upon the liquidation of the asset.    

     -- The Walgreens - Mundelein IL loan has a total exposure of
        $2.1 million and is secured by a retail property in
        Mundelein, Illinois, that is 100% occupied by Walgreens.  
        The loan was transferred in October 2007 because of a
        lawsuit by Chicago Tile Insurance Co. against the borrower
        for failure to pay off a prior mortgage with loan proceeds
        from the subject loan.  The borrower has kept the loan
        current, and the trust's counsel has put First American
        Title Insurance Company on notice for potential claim.  
        Standard & Poor's expects a minimal loss, if any, upon the
        resolution of this loan.    

There are 31 loans ($946.3 million) in the pool that have reported
a low DSC, and eight ($74.6 million) of them are credit concerns.  
The 31 loans are secured by a variety of property types with an
average balance of $30.5 million and have experienced a weighted
average decline in DSC of 55% since issuance.  The eight loans
that are credit concerns are secured by a variety of multifamily,
hotel, industrial, and retail properties.  These loans have
experienced a combination of declining occupancy and higher
operating expenses and were stressed in S&P's analysis.

The remaining loans have mitigating factors that offset the low
coverage.  In addition, there is one period IO loan that is a
credit concern ($7.3 million) and will have a low DSC when its
initial IO period ends in 16 months.  This loan has also
experienced declining occupancy and higher operating expenses.

As of the Sept. 10, 2008, remittance report, the collateral pool
consisted of 198 loans with an aggregate trust balance of
$3.95 billion, compared with the same number of loans totaling
$3.94 billion at issuance.  The master servicers, KeyCorp Real
Estate Capital Markets Inc. and Bank of America N.A., reported
financial information for 89% of the pool.  Ninety-five percent of
the servicer-provided information was full-year 2007 data.  
Standard & Poor's calculated a weighted average DSC of 1.38x for
the pool, down from 1.45x at issuance.  Except for the two
aforementioned loans, all the loans in the pool are current.  To
date, the trust has experienced no losses.

The top 10 loans have an aggregate outstanding balance of
$1.79 million (45%).  Excluding the 666 Fifth Avenue loan, the
Manhattan Portfolio loan, and the Enclave loan, Standard & Poor's
calculated a weighted average DSC of 1.27x, compared with 1.33x at
issuance.  Two of the top 10 loans are on the master servicer's
watchlist and are discussed below.  Standard & Poor's reviewed
property inspections provided by the master servicer for six of
the assets underlying the top 10 exposures.  Eight were
characterized as "fair," two were characterized as "excellent,"
and 32 were characterized as "good."

The master servicers reported a watchlist of 25 loans
($557.3 million, 14%).  The third-largest loan, Manhattan
Apartment Portfolio ($204 million, 5%), is secured by 1,083
apartment units and two retail units in 36 apartment buildings on
the Upper West Side of Manhattan.  The loan appears on the
watchlist because of a low DSC of 0.4x as of year-end 2007.  A
$38 million reserve was established for debt service shortfalls
and capital improvements during the term of the loan.  The
remaining balance for the debt service reserve is $18 million.
Occupancy was 93% as of year-end 2007.

The eighth-largest loan, The Enclave ($225 million, 4%), is
secured by a first mortgage fee interest in a 1,119-unit
multifamily property in Silver Springs, Maryland.  The loan was
placed on the watchlist because of a DSC of 0.82x as of Dec. 31,
2007.  The property is currently undergoing renovation, and the
renovation project is approximately 90% complete.  A $26.3 million
debt service reserve was established at closing, and the remaining
balance is $9.7 million.  This loan had credit characteristics
consistent with those of an investment-grade obligation at
issuance.  Standard & Poor's adjusted value for this loan is
comparable with its level at issuance.

Standard & Poor's stressed the loans on the watchlist and the
other loans with credit issues as part of its analysis.  The
resultant credit enhancement levels support the lowered and
affirmed ratings.

                         Ratings Lowered

GE Commercial Mortgage Corp. Series 2007-C1 Trust

           Rating
           ------
Class    To      From         Credit enhancement
-----    --      ----         ------------------
K        BB+     BBB-               3.13
L        BB      BB+                2.88
M        BB-     BB                 2.51            
N        B+      BB-                2.26
O        B       B+                 2.01
P        B-      B                  1.75
Q        CCC+    B-                 1.38

Ratings Affirmed

GE Commercial Mortgage Corp. Series 2007-C1 Trust
   
Class           Rating        Credit enhancement
-----           ------        ------------------
A-1             AAA                30.08%
A-2             AAA                30.08%
A-3             AAA                30.08%
A-AB            AAA                30.08%
A-4             AAA                30.08%
A-1A            AAA                30.08%
A-M             AAA                20.05%
A-MFL           AAA                20.05%
A-J             AAA                12.41%
A-JFL           AAA                12.41%
B               AA+                11.40%
C               AA                 10.28%
D               AA-                 9.27%
E               A+                  8.52%
F               A                   7.90%
G               A-                  6.64%
H               BBB+                5.51%
J               BBB                 4.51%
X-C             AAA                  N/A
X-P             AAA                  N/A

N/A -- Not applicable.


HAWKEYE MANAGEMENT: Sovereign Bank Is One of Largest Creditors
--------------------------------------------------------------
Boston Business Journal reports that Hawkeye Management Inc. named
Sovereign Bank as one of its largest creditors.  Sovereign Bank
holds a $2.6 million secured claim against Hawkeye Management, the
report says.

According Boston Business, a property information package put
together by JJ Manning Auctioneers indicates that a foreclosure
auction on Hawkeye Management's Sea Breeze development project had
been scheduled for Sept. 26, 2008

North Chatham, Massachusetts-based Hawkeye Management, Inc. is run
by Douglas Levings.  It owned the Sea Breeze condos in Dennisport,
which entails 40 year-round condos.  Sovereign held the mortgage
on the real estate.

The company filed for Chapter 11 protection on Sept. 25, 2008
( Bankr. D. Mass. Case No. 08-17232).  Thomas Rugo, Esq., who has
an office at Barnstable, Massachusetts, represents the company in
its restructuring effort.  The company listed assets of $4,616,528
and debts of $4,700,064.


HRP MYRTLE: Wants to Employ Paul Hastings as Bankruptcy Counsel
---------------------------------------------------------------
HRP Myrtle Beach Holdings LLC and its debtor-affiliates seek
authority from the U.S. Bankruptcy Court for the District of
Delaware to employ Paul, Hastings, Janofsky & Walker LLP as their
bankruptcy counsel.  

Paul Hastings will:

   a) advise the Debtors of their rights, powers and duties as
      debtors and debtors in possession while operating and
      managing their respective businesses and properties under
      Chapter 11 of the Bankruptcy Code;

   b) prepare on behalf of the debtors all necessary and
      appropriate applications, motions, proposed orders, other
      pleadings, notices, schedules and other documents, and
      reveiwing all financial and other reports to be filed in
      these bankruptcy cases;

   c) advise the Debtors concerning, and preparing responses to,
      applications, motions, other pleadings, notices and other
      papers that may be filed by other parties in these
      bankruptcy cases;

   d) advise the Debtors with respect to, and assisting in the
      negotiation and documentation of, financing agreements and
      related transactions;

   e) review the nature and validity of any liend asserted against
      the Debtors' property and advise the Debtors concerning the
      enforceability of such liens;

   f) advise the Debtors regarding their ability to initiate
      actions to collect and recover property for the benefit of
      their estates;

   g) advise and assist the Debtors in connection with any  
      potential property dispositions;

   h) advise the Debtors concerning executory contract and
      unexpired lease assumptions, assignments and rejections as
      well as lease restructurings and recharacterizations;

   i) advise the Debtors in connection with the formulaion,
      negotiation and promulgation of a plan or plans of
      reorganization, and related transactional documents;

   j) assist the Debtors in reviewing, estimating and resolving
      claims asserted against the Debtors' estates;

   k) commence and conduct litigation necessary and appropriate to
      assert rights held by the Debtors, protect assets of the
      Debtors' Chapter 11 estates or otherwise further the goal of
      completing the Debtors' successful reorganization; and

   l) provide non-bankruptcy services for the Debtors to the
      extent requested by the Debtors.

Paul E. Harner, Esq., a partner at Paul Hastings in Chicago,
Illinois, bills at $820 per hour.  The firm's other professionals
who are expected to be primarily involved in the case and their
rates are:

    Professional           Position               Hourly Rate
    ------------           --------               -----------
    Michael K. Chernick    Partner, New York         $825
    Jeffrey J. Pellegrino  Partner, New York         $830
    Kimberly D. Newmarch   Associate, Chicago        $605
    Mary Miras             Associate, New York       $590
    Christian M. Auty      Associate, Chicago        $495
    Hilla Uribe-Jimenez    Associate, Chicago        $405
    Ruth P. Rosen          Paralegal, Chicago        $305

The firm will also be reimbursed for its actual and necessary out-
of-pocket expenses.

Mr. Harner attests that his firm does not have any adverse
interest to the Debtors' estates and is a "disinterested person"
as the term is defined in in Section 101(14) of the Bankruptcy
Code.

A hearing on the matter is scheduled for 4:00 p.m. on Oct. 22,
2008, at the 5th floor of the U.S. Bankruptcy Court, 824 Market
St., Courtroom #5 in Wilmington, Delaware.  Objections, if any,
are due by Oct. 15, 2008.

                       About HRP Myrtle

Based in Myrtle Beach, South Carolina, HRP Myrtle Beach Holdings,
LLC -- owns and operates Hard Rock Park, a rock-n-roll theme park
in Myrtle Beach, South Carolina, under a long-term license
agreement with Hard Rock Cafe International (USA), Inc.  
The company and six of its affiliates filed for Chapter 11
protection on Sept. 24, 2008 (Bankr. D. Del. Lead Case No.
08-12193).  Steven Goodwin will serve as the Debtors' chief
executive officer.  The U.S. Trustee for Region 3 has not
appointed creditors to serve on an Official Committee of Unsecured
Creditors.  When the Debtors filed for protection from their
creditors, they listed assets and debts of between $100 million
and $500 million each.


HRP MYRTLE: Wants Court to Approve Richard Layton as Co-Counsel
---------------------------------------------------------------
HRP Myrtle Beach Partners LLC and its debtor-affiliates ask
permission from the U.S. Bankruptcy Court for the District of
Delaware to employ Richards, Layton & Finger PA as their
bankruptcy co-counsel.

RL&F will:

   a) advise the Debtors of their rights, powers and duties as
      debtors and debtors in possession;

   b) take all necessary action to protect and preserve the
      Debtors' estates, including the prosecution of action on the
      Debtors' behalf, the defense of any actions commenced
      against the Debtors, the negotiation of disputes in which
      the Debtors are involved, and the preparation of objections
      to claims filed against the Debtors' estates;

   c) prepare on behalf of the Debtors all necessary motions,
      applications, answers, orders, reports and papers in
      connection with the administration of the Debtors' estates;
      and

   d) perform all other necessary legal services in connection
      with the bankruptcy cases.

Daniel J. DeFranceschi, a director of RL&F, discloses that he
bills $550 per hour.  He further discloses that other firm
professionals bill:

             Professional            Hourly Rate
             ------------            -----------
             Paul N. Heath           $475
             Maris J. Finnegan       $300
             Travis A. McRoberts     $230

RL&F will charge the Debtors for all other expenses incurred in
connection with their cases.

Mr. DeFranceschi declares that his firm does not have any adverse
interest to the Debtors' estates and is a "disinterested person"
as the term is defined in Section 101(14) of the Bankruptcy Code.

A hearing on the matter is scheduled for 4:00 p.m. on Oct. 22,
2008, at the 5th floor of the U.S. Bankruptcy Court, 824 Market
St., Courtroom #5 in Wilmington, Delaware.  Objections, if any,
are due by Oct. 15, 2008.

Based in Myrtle Beach, South Carolina, HRP Myrtle Beach Holdings,
LLC -- owns and operates Hard Rock Park, a rock-n-roll theme park
in Myrtle Beach, South Carolina, under a long-term license
agreement with Hard Rock Cafe International (USA), Inc.  
The company and six of its affiliates filed for Chapter 11
protection on Sept. 24, 2008 (Bankr. D. Del. Lead Case No.
08-12193).  Steven Goodwin will serve as the Debtors' chief
executive officer.  The U.S. Trustee for Region 3 has not
appointed creditors to serve on an Official Committee of Unsecured
Creditors.  When the Debtors filed for protection from their
creditors, they listed assets and debts of between $100 million
and $500 million each.


HRP MYRTLE: Wants to Hire RAS Management as Restructuring Advisor
-----------------------------------------------------------------
HRP Myrtle Beach Holdings LLC and its debtor-affiliates seek
authority from the U.S. Bankruptcy Court for the District of
Delaware to retain RAS Mangement Advisors LLC to provide crisis
management services to the Debtors and to employ Paul E. Gricus as
chief restructuring officer of the Debtors.

Mr. Gricus and RAS will:

   a) supervise the Debtors' general accounting function,
      including monitoring the Debtors' activities regarding cash
      expenditures, receivables collection, asset sales and
      projected cash requirements;

   b) review all financial information prepared by the Debtors
      including, but not limited to, financial statements as of
      the bankruptcy filing, showing in detail all assets and
      liabilities, and priority and secured creditors;

   c) perform financial analysis related to proposed asset sales,
      if any, including assistance in negotiations and attendance
      at hearings and testimony;

   d) assist the Debtors in formation of a plan of reorganization;

   e) analyze and make recommendations to the Debtors with respect
      to any offers it may receive from potential suitors;

   f) attend meetings that may include, among others, an official
      committee of unsecured creditors, secured lenders, their
      attorneys and consultants and federal and state authorities,
      as necessary;

   g) review the Debtors' periodic operating and cash flow
      statements;

   h) review the Debtors' books and records for various
      transactions, including related party transactions,
      potential preferences, fraudulent conveyances, and other
      potential prepetition investigations;

   i) undertake any investigations with respect to the Debtors'
      prepetition acts, conduct, property, liabilities, and
      financial condition, their management and creditors,
      including the operation of their business, and as
      appropriate, avoidance actions;

   j) review any business plans prepared by the Debtors;

   k) review and analyze proposed transactions for which the
      Debtors seek Court approval;

   l) provide expert testimony for Court approval on proposed
      transactions;

   m) assist with the analyses and reconciliation of claims
      against the Debtors and bankruptcy avoidance actions;

   n) assist the Debtors in neogtiating with their creditor
      constituencies, including negotiations relating to the
      Debtors' plan of reorganization;

   o) perform a liquidation analysis of the Debtors for purposes
      of a plan of reorganization;

   p) assist the Debtors' management with the bankruptcy process,
      including facilitating their communications with parties-in-
      interest, assist with creditor questions and requests for
      information, and provide guidance as to compliance with
      financial and other reporting requirements;

   q) assist the Debtors in complying with the reporting
      requirements of the Office of the U.S. Trustee, Bankruptcy
      Code, Federal Rules of Bankruptcy Procedure, and the Local     
      Rules for the U.S. Bankruptcy Court for the District of
      Delaware, including preparation of statements of financial
      affairs, schedules and monthly operating reports;

   r) assist with the analyses and reconciliation of claims     
      against the Debtors and bankruptcyavoidance actions; and

   s) provide the Debtors with other and further crisis management
      services regarding the Debtors' operations, including
      valuation, securing postpetition financing, general
      restructuring and advice with respect to financial, business    
      and economic issues, as may arise.

The Debtors disclose that the firm's professionals bill:

            Professional            Hourly Rate
            ------------            -----------
            Richard Sebastiao           $500
            Timothy Boates              $400
            Paul Gricus                 $325
            Greg Smith                  $300
            Clerical                    $30           

The Debtors will also reimburse RAS for its reasonable travel and
other out-of-pocket expenses incurred in connection with the
engagement.

To the best of the Debtors' knowledge, RAS does not hold any
adverse interest to the Debtors' estates and is a "disinterested
person" as the term is defined in Section 101(14) of the
Bankruptcy Code.

A hearing on the matter is scheduled for 4:00 p.m. on Oct. 22,
2008, at the 5th floor of the U.S. Bankruptcy Court, 824 Market
St., Courtroom #5 in Wilmington, Delaware.  Objections due by
Oct. 15, 2008.

                      About HRP Myrtle

Based in Myrtle Beach, South Carolina, HRP Myrtle Beach Holdings,
LLC -- owns and operates Hard Rock Park, a rock-n-roll theme park
in Myrtle Beach, South Carolina, under a long-term license
agreement with Hard Rock Cafe International (USA), Inc.  
The company and six of its affiliates filed for Chapter 11
protection on Sept. 24, 2008 (Bankr. D. Del. Lead Case No.
08-12193).  Steven Goodwin will serve as the Debtors' chief
executive officer.  The U.S. Trustee for Region 3 has not
appointed creditors to serve on an Official Committee of Unsecured
Creditors.  When the Debtors filed for protection from their
creditors, they listed assets and debts of between $100 million
and $500 million each.


HYDROCHEM INDUSTRIAL: Parent's Sale Cues S&P to Put On Dev. Watch
-----------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on Deer
Park, Texas-based HydroChem Industrial Services Inc., including
its 'B' corporate credit rating, on CreditWatch with developing
implications.  This follows the announcement that the Ontario
Teachers' Pension Plan has acquired U.S.-based Acquilex Holdings
LLC, the parent of HydroChem, for an undisclosed sum.

Developing implications mean that S&P could raise, lower, or
affirm the ratings, depending on future developments including the
details of the financing plan.

"If the business or financial profile significantly improves
following the acquisition, we could raise the ratings," said
Standard & Poor's credit analyst Ket Gondha.  "If, however, the
debt burden increases as a result of the transaction, or if the
new ownership has a negative impact on financial policies, we
could lower the ratings."

S&P could affirm the ratings if the transaction results in
substantially similar business and financial risk profiles.
     
Standard & Poor's will monitor developments related to the
ownership change to determine the final impact on the rating.  S&P
expects to resolve the CreditWatch within 90 days.

With revenues of about $270 million, HydroChem offers industrial
cleaning services, including high-pressure water cleaning,
chemical cleaning, industrial vacuuming, tank cleaning, and
related services to the petrochemical (about 50% of revenues), oil
refining (about 25%), utilities (about 10%), and other process
industries.  It typically offers services as part of recurring
maintenance programs.  These services improve operating efficiency
and extend the useful lives of equipment and facilities.


INTERNATIONAL LEASE: S&P Lifts Preferred Stock Rtng to BBB from B
-----------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on preferred
stock of International Lease Finance Corp. (ILFC; A-/Watch Dev/A-
1) to 'BBB' from 'B', and revised the CreditWatch implications to
developing from negative.  All other ILFC ratings remain on
CreditWatch with developing implications.
     
S&P had lowered its ratings on preferred stock of ILFC and of
certain other units of ultimate parent American International
Group Inc. (A-/Watch Neg/A-1) because of the U.S. Federal
Reserve's Sept. 16, 2008, statement that the U.S. government would
have the right to veto AIG's common and preferred dividends under
the $85 billion credit line extended by the Federal Reserve
Bank of New York to AIG.  However, S&P now believes that it is
unlikely that ILFC's preferred dividends would in fact be vetoed,
though AIG has suspended its own common dividend.  S&P believes
that, to facilitate the planned sale of ILFC and realize maximum
proceeds, AIG and the U.S. government would not find it in their
interests to intervene to block preferred dividends that ILFC
could otherwise pay from its own resources.
     
S&P's 'BBB' rating on the preferred stock, two notches below the
'A-' long-term corporate credit rating on ILFC, is consistent with
a normal rating differential for investment-grade companies.
      
"Our 'A-' long-term corporate credit rating on ILFC reflects our
current view of the company's credit quality, without
consideration of any support from AIG," said Standard & Poor's
credit analyst Philip Baggaley.  "Our 'A-1' short-term corporate
credit rating, by contrast, also factors in liquidity available
indirectly from the federal credit line to AIG."  S&P normally
assigns an 'A-2' short-term rating to companies whose long-term
corporate credit rating is 'A-'.

S&P reviews of the AIG credit line documentation and other
information confirms that the assets of ILFC are not subject to a
lien under the $85 billion AIG credit line, creating a claim
senior to those of unsecured bondholders of ILFC.  ILFC drew down
its $6.5 billion of bank credit lines, and stated on Sept. 18,
2008, that it expected that those funds, "together with cash
provided by operating activities will be sufficient to meet its
debt obligations into the first quarter of 2009."  S&P expects
that ILFC will in fact have access to liquidity that will permit
it to meet external obligations without recourse to the credit
markets beyond that timeframe. ILFC's aircraft leasing business,
which generated record profits in the second quarter of 2008,
continues to perform well, although S&P expects that aircraft
lease rates will weaken as the unfolding global economic slowdown
and financial market turmoil hurts air travel and aircraft values.
     
Ratings are on CreditWatch with developing implications.  When
ILFC is sold, S&P will reevaluate the company's credit, including
consideration of its new ownership, capitalization, and access to
liquidity, to resolve the CreditWatch review.  

In addition, S&P will take into account the outlook for aircraft
leasing and the state of capital markets.


ISTAR FINANCIAL: Fitch Cuts Ratings to 'BB'; Keeps Neg. Outlook
---------------------------------------------------------------
Fitch Ratings has downgraded the Issuer Default Rating and
outstanding debt ratings of iStar Financial Inc. as:

  -- IDR to 'BB' from 'BBB-';
  -- Unsecured revolving credit facilities to 'BB' from 'BBB-';
  -- Senior unsecured notes to 'BB' from 'BBB-';
  -- Convertible senior floating-rate notes to 'BB' from 'BBB-';
  -- Preferred stock to 'B' from 'BB'.

The Rating Outlook remains Negative.  The rating action affects
approximately $11 billion of obligations.

The downgrade is driven primarily by continued reduced capital
availability in the commercial real estate debt capital markets
and weakening commercial real estate fundamentals, which Fitch
believes will negatively affect iStar's portfolio quality and cash
flow.  Fitch is concerned that declining asset quality may result
in iStar recognizing additional provisions for loan losses and
impairments, which would reduce the company's fixed charge
coverage ratios.

Many of iStar's commercial real estate borrowers historically have
refinanced their loans via the secured debt markets or have sold
assets to repay the company's loans.  The decreased ability of
iStar's borrowers to repay loans or sell assets reduces the
company's ability to meet future funding obligations and debt
maturities.  As a result, iStar may have to increase its
borrowings or dispose of assets to address these uses of cash.

In addition, the continued slowdown in the single-family
residential sector and a slowing economy also continue to impact
the timing and amount of repayment of condominium construction
loans assumed in connection with iStar's July 2007 acquisition of
Fremont General Corporation's commercial real estate lending
business and retained interest in Fremont's commercial real estate
loan portfolio.

Offsetting these credit concerns is iStar's liquidity surplus,
which should be adequate to address funding obligations and debt
maturities through the end of 2009.  In addition, iStar has a
large and diversified unencumbered asset pool, which can serve as
a source of contingent liquidity.  That said, asset dispositions
will likely be more challenging to consummate given current and
anticipated market conditions.

The Negative Outlook is predicated on continued concern that the
slowdown in the commercial real estate debt capital markets and
moderating real estate fundamentals will have adverse effects on
cash flows for the remainder of 2008 and 2009.  If iStar can
maintain adequate liquidity and access to capital to address
future funding obligations and debt maturities, Fitch may revise
iStar's Outlook to Stable.  Consistent with its July 24, 2008
rating downgrade, Fitch will also look for iStar to maintain
consolidated fixed charge coverage, as defined in iStar's senior
notes indentures, above 1.7 times over the next twelve months.

Headquartered in New York City, iStar provides structured
financing and corporate leasing of commercial real estate
nationwide.  iStar leverages its expertise in real estate, capital
markets, and corporate finance to serve real estate investors and
corporations with sophisticated financing requirements.  As of
June 30, 2008, iStar had $16.1 billion of undepreciated assets and
$3.3 billion of undepreciated book equity.


JDA SOFTWARE: S&P Keeps 'B+' Corp. Credit Rating Under Neg. Watch
-----------------------------------------------------------------
Standard & Poor's Ratings Services announced that its ratings on
JDA Software Group Inc., including the 'B+' corporate credit
rating, remain on CreditWatch with positive implications.  Ratings
were placed on CreditWatch Aug. 11, 2008, following JDA's
announcement that it was acquiring unrated Dallas, Texas-based I2
Technologies Inc. for an enterprise value of approximately
$346 million in cash.

Upon completion of the transaction, S&P expects to raise JDA's
corporate credit rating to 'BB-' with a stable outlook.  At the
same time, S&P expects to assign its 'BB+' issue-level rating and
a recovery rating of '1' to the company's proposed $450 million of
first-lien senior secured facilities, indicating that lenders can
expect very high recovery in the event of a payment default.  
These expected ratings are based on preliminary offering
statements, subject to review upon final documentation.
     
"The potential upgrade reflects our expectation that the
acquisition will provide additional scale and should help JDA
realize cost synergies through higher utilization and
rationalization of the combined sales, product development, and
service organizations," said Standard & Poor's credit analyst
Joseph Spence.  "We had previously anticipated a leveraging
acquisition and had indicated rating upside potential if the
company were to subsequently maintain leverage below 4x operating
lease-adjusted EBITDA, as would be the case with the i2
transaction."

The projected 'BB-' rating reflects JDA's second-tier presence in
a highly competitive and consolidating industry, its niche product
offerings, and the risks associated with the integration of its i2
Technologies Inc. acquisition, and high leverage.  These
characteristics are only partially offset by the company's
significant base of recurring revenues and high customer switching
costs.

JDA is a leading provider of software applications in the retail,
transportation, and process manufacturing verticals, offering a
suite of products, specializing in enterprise resource planning,
supply and demand chain optimization, and analytics.
     
The i2 acquisition will expand JDA's customer base and product
capabilities into the discrete manufacturing market.  Pro forma
revenues are about $630 million (versus an actual $378 million for
the trailing-12-month period ended June 30, 2008), with recurring
annual service and subscription fees comprising about $300 million
of that amount.  To finance the transaction, JDA received
commitments for up to $450 million of debt financing, including
$425 million in term loans and a $25 million revolving credit
facility.

Although pro forma total operating lease-adjusted debt to EBITDA
will rise to the 4.0x area from 1.5x, the acquisition provides
additional scale and should help JDA realize cost synergies
through higher utilization and rationalization of the combined
sales, product development, and service organizations.  In
addition, S&P expects acquisitions to be modest over the near
term, as JDA's focus will be on integrating i2 operations and
reducing acquisition-related debt.  The current rating
incorporates S&P's assumption that total operating lease-adjusted
debt to EBITDA will not exceed 4.0x over the intermediate term,
including debt incurred for opportunistic acquisitions.
     
Standard & Poor's will monitor the transaction and revise its
ratings accordingly if the deal closes as expected.


JR LAND: Case Summary & Nine Largest Unsecured Creditors
--------------------------------------------------------
Debtor: JR Land Investments, LLC
        1365 East 16th Street
        Los Angeles, CA 90021
        Tel: (213) 742-0204

Bankruptcy Case No.: 08-26797

Chapter 11 Petition Date: October 8, 2008

Court: Central District Of California (Los Angeles)

Judge: Vincent P. Zurzolo

Debtor's Counsel: Jerome S. Cohen, Esq.
                  jsc@jscbklaw.com
                  3731 Wilshire Blvd., Ste. 514
                  Los Angeles, CA 90010
                  Tel: (213) 388-8188
                  Fax: (213) 388-6188

Estimated Assets: $1 million to $10 million

Estimated Debts: $1 million to $10 million

A list of the Debtor's largest unsecured creditors is available
for free at:

           http://bankrupt.com/misc/califcb08-26797.pdf
                       

KIMBALL HILL: Court OKs Sale of Arlington Texas Mineral Estate
--------------------------------------------------------------
The United States Bankruptcy Court for the Northern District of
Illinois approved the bidding procedures related to Kimball Hill
Inc. and its debtor-affiliates' proposed sale of their mineral
estate in Arlington, Texas.  

Judge Susan Pierson Sonderby directed the Debtors to provide to
the Official Committee of Unsecured Creditors and Prepetition
Lenders' Agent a list of the parties who they believe may
potentially be interested in, and who they believe to be
financially capable of consummating an asset purchase agreement on
the Mineral Estate.

The Debtors are to consult with the Creditors Committee and the
Prepetition Agent during the bid evaluation process, including in
connection with selecting which bids will be accepted and which
bid will be deemed the Successful Bid.

The Debtors may seek approval of the sale agreement with the
successful bidder at the Oct. 14, 2008, omnibus hearing.  Any
objection to the Agreement must be filed and served on the
Notice Parties by October 10.

                        About Kimball Hill

headquartered in Rolling Meadow, Illinois, Kimball Hill Inc. --
http://www.kimballhillhomes.com/-- is one of the largest                
privately-owned homebuilders and one of the 30 largest
homebuilders in the United States, as measured by home deliveries
and revenues.  The company designs, builds and markets single-
family detached, single-family attached and multi-family homes.
The company currently operate within 12 markets, including, among
others, Chicago, Dallas, Fort Worth, Houston, Las Vegas,
Sacramento and Tampa, in five regions: Florida, the Midwest,
Nevada, the Pacific Coast and Texas.

Kimball Hill, Inc. and 29 of its affiliates filed for Chapter 11
protection on April 23, 2008 (Bankr. N.D. Ill. Lead Case No. 08-
10095).  Ray C. Schrock, Esq., at Kirkland & Ellis LLP, represents
the Debtors in their restructuring efforts.  The Debtors'
consolidated financial condition as of Dec. 31, 2007 reflected
total assets of $795,473,000 and total debts $631,867,000.

The Debtors have until Oct. 20, 2008, to exclusively file a
bankruptcy plan.  (Kimball Hill Bankruptcy News, Issue No. 12;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).
              


LAKETOWN WHARF: Wants to Access $10.3 Million Corus DIP Facility
----------------------------------------------------------------
Laketown Wharf Marketing Corporation aka LWMC, Inc. asks the Hon.
Lewis M. Killian, Jr., of the United States Bankruptcy Court for
the Northern District of Florida for authority to obtain, on the
interim, up to $7,840,000 in postpetition financing from Corus
Bank, N.A., who owns 100% of the issued and outstanding stock of
the Debtor.

The Debtor also seeks permission to access as much as $10,366,000
in financing from the lender, on a final basis, before Nov. 30,
2008.

A hearing is set for Oct. 14, 2008, at 10:30 a.m., to consider
approval of the Debtor's request.  The hearing will take place at
110 E. Park Avenue, 2nd floor Court room in Tallahassee.  The
hearing was originally scheduled on Oct. 7, 2008.

The Debtor tells the Court that it has an immediate need to borrow
money to complete construction of a luxury condominium complex
located at 9902 South Thomas Drive (aka the project), preserve its
value pending the sale of the condo and commercial units, and
continue operations as a going concern as it reorganize.  The
Debtor says that it acquired the project from Laketown Wharf LLC
on Sept. 12, 2008, by execution of a deed in lieu of foreclosure.

In April 2005, Corus Bank and Laketown Wharf LLC entered into a
construction loan agreement, wherein Corus Bank agreed to provide
as much as $146,300,000 for construction, development and
marketing of the project.  As of the Debtor's bankruptcy filing,
the outstanding amount of principal and interest under the loan is
$130,000,000.

Furthermore, Laketown Funding LLC agreed to make a mezzanine loan
of up to $43,000,000 to Laketown Wharf LLC, which was secured by,
among other things: (a) a subordinate pledge of the membership
interest of Laketown Wharf LLC; (b) subordinate pledge of the
stock of Laketown Inc.; and (c) a subordinate mortgage lien on the
project.  As of the Debtor's bankruptcy filing the aggregate
outstanding amount of principal and interest under the mezzanine
loan is $60,000,000.

On April 11, 2007, Laketown Wharf LLC entered into a change order
and settlement agreement with Walton Construction Company LLC,
under which Laketown Wharf LLC delivered $9,000,000 junior note
to Walton Construction, secured by a mortgage upon the project.

Laketown Wharf LLC defaulted after it can no longer (i) pay
monthly installments of interest due; (ii) keep the loans in
balance; (iii) and complete construction of the project on
July 13, 2007.  Accordingly, Laketown Wharf LLC entered into a
forbearance agreement including a delivery of deed in lieu
documents for the project in escrow with Corus Bank.  Laketown
Wharf LLC defaulted under the terms of that agreement Sept. 11,
2008.

Consequently, Laketown Wharf LLC transfered all right, title and
interest in the project to the Debtor.  The Debtor, then, assumed
the obligations of Laketown Wharf LLC owed to Corus Bank.

According to the Deal's Caroly Okomo, affiliate Laketown Funding
LLC and Walton Construction Co. LLC -- both secured prepetition
lenders of the Debtor -- objected to the Debtor's request.  The
affiliates argued that the Debtor is seeking approval of a
controlling agreement that no parties in interest have been
given chance to review, She says.

The loans will incur interest at 9% per annum, and will increase
to $12% per annum in the event of default.  The loans will mature
on the earliest of (i) Dec. 31, 2008, or (ii) date of acceleration
of the secured obligations upon the occurrence of an event of
default.

To secure its DIP obligations, the Debtor will grant to the lender
a superpriority administrative expense claims over any and all
administrative expenses.

The DIP loans are subject to carve-outs.

A full-text copy of the Debtor's debtor-in-possession budget is
available for free at http://ResearchArchives.com/t/s?339e

                       About Laketown Wharf

Headquartered in Panama City, Florida, Laketown Wharf
Marketing Corporation aka LWMC, Inc. owns a condominium resort.
The company filed for Chapter 11 protection on Sept. 29, 2008
(Bankr. N.D. Fla. Case No. 08-40692).  Amy L. Denton, Esq., and
Russell M. Blain, Esq., at Stichter, Riedel, Blain & Prosser,
P.A., represent the Debtor.  When the Debtor filed for protection
from its creditors, it listed assets and debts between
$100 million to $500 million each.


LAND O'LAKES: S&P Lifts Corp. Credit to 'BB+' with Stable Outlook
-----------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Arden Hills, Minnesota-based Land O'Lakes Inc. to 'BB+'
from 'BB'.  The outlook is stable.
     
At the same time, S&P raised the issue-level rating on Land
O'Lakes' senior secured revolving credit facility and secured
second-lien notes to 'BBB' from 'BBB-'.  In addition, the '1'
recovery rating, indicating expectations of very high recovery of
principal and pre-petition interest in the event of a payment
default, remains unchanged.  At the same time, S&P raised the
issue-level ratings on Land O'Lakes' senior unsecured debt issue
to 'BB+' from 'BB' and the '3' recovery rating, indicating
expectations of meaningful recovery of principal and pre-petition
interest in the event of a payment default, remains unchanged.

Standard & Poor's removed all of the issue-level ratings from
CreditWatch with positive implications, where it had placed them
on July 30, 2008, following Land O'Lakes' continued improvement in
operating results and credit measures.  Land O'Lakes had rated
debt (adjusted for capitalized operating leases, pension and
postretirement benefit obligations, and accounts receivable
securitization) of about $783.4 million as of June 30, 2008.
     
The rating on Land O'Lakes reflects the inherent cyclical nature
and seasonality of many of the cooperative's agricultural-based
businesses and low margins.  The strength of many of the
cooperative's brands, diverse product line, geographic coverage,
its improved financial profile with modest near-term debt
maturities, and an experienced management team somewhat offset
these factors.

The stable outlook on Land O'Lakes reflects Standard & Poor's
expectations that it will maintain its market positions and
continue to pursue its current growth strategy.  S&P expects the
company will maintain credit protection measures that are stronger
than the median, including total debt to EBITDA between 2.5x and
3x, to offset the low margins of many of its businesses.

"We could revise the outlook to positive if the company maintains
credit protection measures that are much stronger than the rating
category, as well as successfully weathering the inherent
volatility in the sector," noted Standard & Poor's credit analyst
Jayne Ross.  "We could revise the outlook to negative or lower the
rating if agricultural-based operating conditions deteriorate
enough to result in more than a 50% decline in EBITDA that could
then cause a breach of the company's covenants," she continued.


LANDRY'S RESTAURANT: S&P Keeps Neg. Watch on Jeopardized Financing
------------------------------------------------------------------
Standard & Poor's Ratings Services said that its ratings on the
Houston-based Landry's Restaurant Inc., including the 'B'
corporate credit rating, remain on CreditWatch with negative
implications, where they were placed on Jan. 28, 2008.  The
ratings on Landry's unrestricted subsidiary, Las Vegas-based
Golden Nugget Inc. also remain on CreditWatch with negative
implications.  

This follows the company's announcement that the CEO, Chairman,
and President Tilman J. Fertitta has informed the company's
Special Committee of its Board of Directors that the debt
financing necessary to complete his offer to acquire the company
at $21.00 a share is in jeopardy. Mr. Fertitta also advised that
he is negotiating with Jefferies and Co. about financing a
transaction at a substantially lower price.
     
Even if a deal is not consummated, Landry's will have to access
the capital markets in the near future to refinance its
$400 million of unsecured notes, which effectively mature March 1,
2009.  "Based on this and Mr. Fertitta's 39% ownership of the
company, we still expect that Mr. Fertitta will attempt to obtain
the financing to refinance that debt and purchase the company,"
said Standard & Poor's credit analyst Charles Pinson-Rose.


LB-UBS COMMERCIAL: S&P Lowers Ratings on Two Classes of Certs.
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on two
classes of commercial mortgage pass-through certificates from LB-
UBS Commercial Mortgage Trust 2007-C1.  Concurrently, S&P affirmed
its ratings on 24 classes from this series.  In addition, S&P
affirmed its ratings on four classes of commercial mortgage pass-
through certificates from Four Times Square Trust's series
2006-4TS.

The downgrades of the LB-UBS certificates reflect credit concerns
with several loans in the pool. The credit concerns are:

     -- Two of the 18 loans in the pool ($20.5 million, 0.5%) have
        reported debt service coverage of less than 1.0x;

     -- Two interest-only loans ($14.7 million, 0.4%) will have a
        DSC of less than 1.0x when their amortization period
        begins; and

     -- One loan totaling $4.6 million (0.1%) was transferred to
        the special servicer, Midland Loan Services Inc.  

The affirmations of the ratings from LB-UBS reflect credit
enhancement levels that provide adequate support through various
stress scenarios.

The affirmations of the ratings from Four Times Square Trust's
series 2006-4TS reflect the stable operating performance of the
collateral property.  The certificates from this deal derive 100%
of their cash flow from a loan secured by the Four Times Square
Building in Times Square in Manhattan.

There are 18 loans in the pool totaling $465.0 million (12.5%)
with a reported DSC of less than 1.0x, two of which are credit
concerns.  The 18 loans are secured by a variety of property types
and have an average balance of $25.8 million.  These loans have
experienced an average decline in DSC of 40% since issuance.  Most
of the loans are backed by properties that are in various stages
of renovation or lease-up, and S&P expects the net cash flow
available for debt service to improve in the future.  The two
loans that are credit concerns are secured by one multifamily
property and one office property.  Both properties experienced a
combination of higher operating expenses and lower occupancy.

The larger of the two loans, Verona Woods ($19.25 million, 0.5%),
is secured by a 196-unit multifamily property in West Covina,
California, and had a DSC of 0.51x as of December 2007.  S&P
attributes the low DSC to increased expenses due to the property's
lease-up.  Despite an occupancy increase to 89.3% in June 2008
from 69.9% in December 2007, Standard & Poor's is still concerned
with the low DSC.

One asset, the Lubbock Square Apartment loan ($4.6 million, 0.1%),
is with the special servicer; details are:

     -- The Lubbock Square Apartment loan has a total exposure of
        $4.6 million (0.1%).  The loan is secured by a 124-unit
        multifamily property in Lubbock, Texas, and was
        transferred to Midland on Oct. 29, 2007.  The loan is
        90-days-plus delinquent due to the property's involvement
        in a lawsuit.

Midland moved to intervene in the lawsuit and requested a lift-of-
stay be granted on the property.  The court denied the request on
June 17, 2008.  Midland is filing a response to the denial.  
Standard & Poor's will monitor the situation as further
information becomes available.  An appraisal reduction amount,
totaling $1.1 million, is in effect for this loan.

As of the Sept. 15, 2008, remittance report, the collateral pool
consisted of 146 loans with an aggregate trust balance of
$3.734 billion, down slightly from $3.735 at issuance.  The master
servicer, KeyCorp Real Estate Capital Markets Inc., reported
financial information for 98.2% of the pool.  Eighty-nine percent
of the servicer-provided information was full-year 2007 data.  
Standard & Poor's calculated a weighted average DSC of 1.41x for
the pool, down from 1.43x at issuance.  There is one delinquent
loan in the pool that is with the special servicer and was
discussed above.  The trust has experienced no losses to date.
     
The top 10 loans have an aggregate outstanding balance of
$2.06 billion (56%) and a weighted average DSC of 1.30x, down from
1.45x at issuance.  S&P attributes the decline in DSC to
stabilized cash flows considered in the NCF amount at issuance,
which has not been achieved for five of the top 10 loans (49.6% of
the top 10 loans).  The ninth-largest loan appears on the
watchlist.  Standard & Poor's reviewed property inspections
provided by the master servicer for all of the assets underlying
the top 10 exposures.  All of the properties were characterized as
"good" or "excellent."

The credit characteristics of the International Square (7.2%),
Tishman Speyer DC Portfolio (5.8%), Extendicare Portfolio (3.6%),
Four Times Square (2.0%), and Kentucky Oaks Mall (0.8%) loans
continue to be consistent with those of investment-grade rated
obligations.  The credit characteristics of the Westfield San
Francisco Emporium loan (8.0%) are no longer consistent with those
of an investment-grade rated obligation.

Details of the four largest loans consistent with investment-grade
obligations as well as the Westfield San Francisco loan are:

     -- The International Square loan, the fourth-largest exposure
        in the pool, has a trust balance of $270.0 million.  The
        loan is secured by a 1,027,338-sq.-ft. office building in
        Washington, D.C.  Reported DSC was 1.44x as of June 30,
        2008.  Occupancy was 94.8% as of June 30, 2008, compared
        with 86.3% occupancy at issuance. Standard & Poor's
        adjusted value for this loan is comparable to its level at
        issuance.  

     -- The Tishman Speyer DC Portfolio loan is the fifth-largest
        exposure in the pool and has a trust balance of
        $217.0 million.  The loan is secured by a 940,079-sq.-ft.
        office building in various locations including Washington,
        D.C., and Virginia. Reported DSC was 1.46x as of year-end
        2007.  Occupancy was 86.0% as of June 30 2008, compared
        with 84.1% at issuance.  Standard & Poor's adjusted value
        for this loan is comparable to its level at issuance.

     -- The Extendicare Portfolio loan, the seventh-largest
        exposure in the pool, has a trust balance of
        $125.0 million and a whole-loan balance of $500.0 million.
        The loan is secured by an 8,492-bed health care portfolio
        located in various locations around the country.  Reported
        DSC was 2.35x as of year-end 2007.  Occupancy was 91.5% as
        of June 30, 2008, compared with 94.0% occupancy at
        issuance.  Standard & Poor's adjusted value for this loan
        is comparable to its level at issuance.

     -- The Four Times Square property is encumbered by a
        $639 million whole loan.  The whole loan comprises a
        $588.9 million A participation that was split into two
        pari passu pieces: an A-1 note totaling $72.9 million,
        which is included in the LB-UBS 2007-C1 trust, and an A-2
        note totaling $516 million, which is included in the Four
        Times Square Trust series 2006-4TS transaction.  The whole
        loan is further participated into a $25.9 million B note
        and a $24.1 million C note that are also included in the
        Four Times Square Trust.  The A-2, B, and C notes,
        totaling $566.1 million, provide 100% of the cash flow to
        the certificates in the Four Times Square Trust series
        2006-4TS transaction.  The loan is secured by a 1.7
        million-sq.-ft. class A office building in midtown
        Manhattan.  Reported DSC was 1.69x as of year-end 2007.  
        Occupancy was 99.7%, compared with 99.8% occupancy at
        issuance.  Standard & Poor's adjusted value for this loan
        is comparable to its level at issuance.

     -- The Westfield San Francisco Emporium loan, the third-
        largest exposure in the pool, has a trust balance of
        $300.0 million (8%) and a whole-loan balance of
        $435 million.  The loan is secured by 609,200 sq. ft. of a
        966,442-sq.-ft. retail property, in San Francisco,
        California.  The collateral also includes 246,099 sq. ft.
        of class A office space. Reported DSC was 1.36x as of
        Dec. 31, 2007.  Occupancy was 91.0% as of June 30, 2008,
        compared with 93.4% occupancy at issuance.  Occupancy for
        the in-line retail space was 88.4% as of June 30, 2008,
        down from 93% at issuance.  Standard & Poor's adjusted NCF
        for this loan is down 9.1% from its level at issuance due
        to a decline in occupancy of in-line retail tenants and
        base rent.

KeyBank reported a watchlist of 10 loans ($267.4 million, 7.2%).  
The Bethany Houston Portfolio loan ($102.3 million, 2.7%) is the
largest loan on the watchlist and the ninth-largest exposure in
the pool.  The loan is secured by an eight multifamily portfolio
containing 2,493 units primarily in Houston, Texas.  The loan
appears on the watchlist because it had a DSC of 0.88x as of
Dec. 31, 2007.  The property had a DSC of 1.02x and 84.8%
occupancy as of June 30, 2008.

Standard & Poor's identified seven collateral properties
($142.8 million; 3.8%) in areas affected by Hurricane Ike.  One of
the properties is held within the Bethany Houston Portfolio
($102.8 million; 2.7%) and had an allocated appraisal amount of
$24.9 million at issuance.  The master servicer could not confirm
if three properties ($18.6 million; 0.5%) were damaged.  The
remaining properties either did not sustain any damage or
sustained minor damage that is already under repair.  Standard &
Poor's will continue to evaluate these loans and review
information as it becomes available.

Standard & Poor's stressed the loans on the watchlist and the
other loans with credit issues as part of its analysis.  The
resultant credit enhancement levels support the lowered and
affirmed ratings.

                         Ratings Lowered

LB-UBS Commercial Mortgage Trust 2007-C1
Commercial mortgage-pass through certificates

           Rating
           ------
Class    To      From      Credit enhancement
-----    --      ----      ------------------
Q        B-       B              1.26%
S        CCC+     B-             1.00%

                        Ratings Affirmed
     
LB-UBS Commercial Mortgage Trust 2007-C1
Commercial mortgage-pass through certificates

Class    Rating            Credit enhancement
-----    ------            ------------------
A-1      AAA                    30.13%
A-2      AAA                    30.13%
A-3      AAA                    30.13%
A-AB     AAA                    30.13%
A-4      AAA                    30.13%
A-1A     AAA                    30.13%
A-M      AAA                    20.09%
A-J      AAA                    11.55%
B        AA+                    10.80%
C        AA                      9.29%
D        AA-                     8.29%
E        A+                      7.78%
F        A                       6.90%
G        A-                      6.03%
H        BBB+                    4.90%
J        BBB                     3.77%
K        BBB-                    2.39%
L        BB+                     2.13%
M        BB                      1.88%
N        BB-                     1.63%
P        B+                      1.51%
XCL      AAA                      N/A
XCP      AAA                      N/A
XW       AAA                      N/A


N/A -- Not applicable.

                        Ratings Affirmed
     
Four Times Square Trust
Commercial mortgage-pass through certificates, series 2006-4TS

Class     Rating
-----     ------
A         AAA                  
B         AA+                  
C         AA                   
X         AAA


LEHMAN ABS: Fitch Keeps 'CC/DR3' Ratings on Two Classes of Certs.
-----------------------------------------------------------------
Fitch Ratings has taken rating actions on Lehman ABS manufactured
housing-backed certificates.  The classes represent a beneficial
ownership interest in separate trust funds, which include bonds
that have been affirmed.

Lehman ABS 1998-1 G1
  -- 1A1 affirmed at 'A-';
  -- 1AIO affirmed at 'AAA'.

Lehman ABS 1998-1 G2
  -- 2A1 revised to 'CC/DR3' from 'CC/DR2';
  -- 2A2 remains at 'CC/DR3';
  -- 2AIO remains at 'CC/DR3'.

The rating actions were taken as part of Fitch's ongoing
surveillance process of existing transactions.


LEHMAN BROTHERS: S&P Trims Ratings and Puts on Negative Watch
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on Lehman
Brothers Financial Products Inc. and Lehman Brothers Derivative
Products Inc.  At the same time, Standard & Poor's placed its
ratings on LBDP on CreditWatch with negative implications.  The
ratings on LBFP remain on CreditWatch negative, where they
were placed Sept. 25, 2008.

These rating actions follow LBFP's and LBDP's voluntary bankruptcy
filings on Oct. 5, 2008.
     
The ratings on LBFP reflect S&P's view regarding:
     -- The decision by LBFP's board of directors to declare a
        voluntary bankruptcy; and

     -- The uncertainty surrounding the bankruptcy court's
        potential decision on the outstanding swap positions.

The ratings on LBDP reflect S&P's view regarding:
     -- The decision by LBDP's board of directors to declare a
        voluntary bankruptcy; and

     -- The uncertainty surrounding the termination process that
        began for LBDP on Sept. 16, 2008. Based on the information
        S&P has received, all of LBDP's swaps have been
        terminated and are in the process of being settled.  
        According to the process set forth in its operating
        guidelines, LBDP is scheduled to pay out-of-the-money swap
        payables to its counterparties on Oct. 7, 2008.  At this
        time, the impact of LBDP's voluntary bankruptcy filing on
        this process is uncertain.

S&P notes that both LBDP's and LBFP's capital position remained
positive after Lehman Brothers Holdings Inc. filed for bankruptcy
on Sept. 15, 2008.  As it previously mentioned, LBDP reported to
us a positive close-out amount of approximately $80 million upon
the termination of its swaps.  In addition, LBFP reported to us
that its mark-to-market position as of Oct. 2, 2008, showed a
positive mark of approximately $195 million on an aggregate basis
against its counterparties.  Furthermore, LBFP reported $125
million of equity capital and LBDP reported $200 million of equity
capital, both of which support its counterparty exposures.    
   
         Ratings Lowered and Placed on Creditwatch Negative
               Lehman Brothers Derivative Products Inc.
                                  
                                        Rating
                                        ------
    Issuer credit rating        To                  From
    --------------------        --                  ----
    Foreign currency            CCt/Watch Neg       AAAt/Stable
    Local currency              CCt/Watch Neg       AAAt/Stable   

       Ratings Lowered and Remaining on Creditwatch Negative
              Lehman Brothers Financial Products Inc.
                                  
   Issuer credit rating                Rating
   ---------------------               -------
                               To                  From
                               --                  ----
   Foreign currency            CC/Watch Neg        AAA/Watch Neg
   Local currency              CC/Watch Neg        AAA/Watch Neg


LEVITT & SONS: Seeks Until Jan. 31, 2009 to File Chapter 11 Plan
----------------------------------------------------------------
Levitt and Sons LLC, and its debtor-affiliates ask the United
States Bankruptcy Court for the Southern District of Florida to
further extend the period during which they have the exclusive
right to solicit acceptances to their Joint Liquidating Chapter 11
Plan and Disclosure Statement through January 31, 2009.

The current deadline has expired on September 30, 2008.

Jordi Guso, Esq., at Berger Singerman, P.A., in Miami, Florida,
says the Debtors seek the extension because:

   -- a continued status conference on the Disclosure Statement
      is set for mid-October;

   -- a hearing on the adequacy of the Disclosure Statement has
      not been reset; and

   -- the Debtors and the Official Committee of Unsecured
      Creditors intend to file an amended Plan and Disclosure
      Statement.  

The Court has recently set a continued status conference on the
Disclosure Statement on October 14, 2008.

Mr. Guso asserts that cause exists for the Debtors' request for
these reasons:

   a. The Debtors' Chapter 11 cases are large and complex.

   b. The Debtors have made good faith progress towards an
      orderly wind-down of their operations.  Certain of the
      Debtors have been involved in an orderly disposition of
      their tangible assets.  The Debtors who are obligors to
      Wachovia Bank, N.A., have obtained postpetition financing
      to restart selective sale and construction activities under
      the supervision of their chief administrator.

   c. The Debtors are generally paying their postpetition debts
      as they come due.

   d. The Debtors are in compliance with all of the operating
      guidelines of the United States Trustee.

   e. The Debtors have filed their Plan and intend to file an
      amended Plan and Disclosure Statement, in conjunction with
      the Committee, soon.

   f. The Debtors are continuing negotiations with their
      creditors.

   g. The Debtors' Chapter 11 cases have been pending for
      approximately 11 months.


                      About Levitt and Sons

Based in Fort Lauderdale, Florida, Levitt and Sons LLC --
http://www.levittandsons.com/-- is the homebuilding subsidiary of
Levitt Corporation (NYSE:LEV).  Levitt Corp. --
http://www.levittcorporation.com/-- together with its
subsidiaries, operates as a homebuilding and real estate
development company in the southeastern United States.  The
company operates in two divisions, homebuilding and land.  The
homebuilding division primarily develops single and multi-family
homes for adults and families in Florida, Georgia, Tennessee, and
South Carolina.  The land division engages in the development of
master-planned communities in Florida and South Carolina.

Levitt and Sons LLC and 38 of its homebuilding affiliates filed
for Chapter 11 protection on Nov. 9, 2007 (Bankr. S.D. Fla. Lead
Case No. 07-19845).  Paul Singerman, Esq. and Jordi Guso, Esq., at
Berger Singerman, P.A., represent the Debtors in their
restructuring efforts.  The Debtors chose AP Services, LLC as
their crisis managers, and Kurtzman Carson Consultants, LLC as
their claims and noticing agent.  Levitt Corp., the parent
company, is not included in the bankruptcy filing.

The Debtors have filed a Chapter 11 joint plan of liquidation.  
(Levitt and Sons Bankruptcy News; Bankruptcy Creditors' Service
Inc.; http://bankrupt.com/newsstand/or 215/945-7000).   


LIVE OAK: Case Summary & Three Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Live Oak Masonic Housing Corporation
        1610 Martin Luther King Jr. Drive
        Abbeville, LA 70510

Bankruptcy Case No.: 08-51165

Type of Business: The Debtor sells low-income housing.

Chapter 11 Petition Date: October 7, 2008

Court: Western District of Louisiana (Lafayette/Opelousas)

Judge: Robert Summerhays

Debtor's Counsel: H. Kent Aguillard, Esq.
                  kaguillard@yhalaw.com
                  P.O. Drawer 391
                  Eunice, LA 70535
                  Tel: (337) 457-9331

Estimated Assets: $1 million to $10 million

Estimated Debts: $1 million to $10 million

A list of the Debtor's largest unsecured creditors is available
for free at:

             http://bankrupt.com/misc/lawb08-51165.pdf


MAXTOR CORP: Fitch Holds 'BB' Rating on Subordinated Debentures
---------------------------------------------------------------
Fitch Ratings has affirmed the ratings of Seagate Technology and
its wholly owned subsidiaries, Seagate Technology HDD Holdings and
Maxtor Corporation, the debt of which is irrevocably fully and
unconditionally guaranteed by Seagate, as:

Seagate
  -- Issuer Default Rating at 'BBB-';
  -- Unsecured credit facility at 'BBB-'.

Seagate HDD
  -- IDR at 'BBB-';
  -- Senior unsecured debt at 'BBB-';
  -- Unsecured credit facility at 'BBB-'.

Maxtor
  -- IDR at 'BBB-';
  -- Senior unsecured debt at 'BBB-';
  -- Subordinated debentures at 'BB'.

Approximately $2.5 billion of total debt is affected by Fitch's
action, including an undrawn $500 million revolving credit
facility.  The Rating Outlook is revised to Negative from Stable.

The Negative Outlook reflects Fitch's expectations for a greater-
than-normal contraction of average selling prices and gross margin
pressure, due to:

  -- The deteriorating worldwide information technology spending
     outlook for consumers and enterprises given the increasingly
     challenging macroeconomic environment.  In addition to
     moderating HDD unit growth, Fitch believes the economic
     downturn increases the risk of a supply and demand imbalance
     in the HDD industry that has historically led to periods of
     significant ASP erosion.

  -- The high degree of product commonality expected across the
     HDD industry in calendar 2008, which has also historically
     led to periods of greater price erosion.

  -- Increasingly formidable competition from Western Digital
     Corporation and Hitachi Global Storage Technologies that
     Fitch believes could challenge Seagate's ability to achieve
     and maintain product leadership in certain markets.

The ratings are supported by these factors:

  -- Broad product portfolio and leading market share in the
     overall HDD industry;

  -- Solid credit metrics and liquidity;

  -- Consistent operating profits despite industry challenges due
     to the company's scale and vertically integrated model;

  -- Continued solid HDD unit demand driven by consumer usage of
     digital rich media and growing enterprise storage
     requirements.

Fitch's rating concerns consist of:

  -- Potential for debt-financed shareholder repurchases or
     acquisitions, mitigated by an indebtedness covenant in
     Seagate's credit facility that restricts additional
     indebtedness to 10% of consolidated total assets, or
     approximately $1 billion, as of June 27, 2008, plus
     borrowings under the $500 million facility.

  -- Consistently declining ASPs for HDDs due to intense
     competition and low switching costs;

  -- Long-term threat of technology substitution from NAND flash-
     based solid state drives.  Fitch believes broad market
     adoption of flash-based SSD requires further significant
     declines in the per gigabit cost, availability of storage
     capacities on par with HDDs and actual delivery of stated
     performance benefits, which have thus far disappointed early
     adopters of high-end notebooks with SSD.

  -- Potential gross margin pressure as Seagate's HDD unit mix for
     personal computers gradually shifts to lower-margin notebooks
     at the expense of desktops, where the company is the industry
     leader.  Fitch believes notebook HDDs carry lower gross
     margins due to the greater number of competitors than in the
     desktop market.

Total liquidity as of June 27, 2008 was approximately
$1.5 billion, consisting of $1.1 billion of cash and $438 million
of availability, net letters of credit, under an undrawn $500
million revolving line of credit.  The facility matures in
Sept. 2011 and requires Seagate to maintain minimum liquidity and
fixed charge coverage of $500 million and 1.5 times, respectively,
and maximum net leverage of 1.5x.  Furthermore, liquidity is
supported by annual free cash flow that averaged nearly
$504 million from fiscal year 2006 to 2008.

Fitch expects free cash flow in fiscal year 2009 to be pressured
by unfavorable industry dynamics, Seagate-specific execution
issues in the mobility market and cash restructuring payments.

Seagate's interest coverage increased to approximately 19x in the
latest 12 months ended June 27, 2008 from 14x in the year-ago
period due to a four percentage point improvement in EBITDA margin
and nearly 12% revenue growth.  Leverage improved to 0.8x as of
June 27, 2008 from 1.2x in the prior year due strong EBITDA growth
and flat debt balances.  However, Fitch believes credit protection
measures are likely to deteriorate in fiscal year 2009 due to
profitability pressures.

As of June 27, 2008, Seagate's total debt was approximately
$2 billon, consisting of:

  -- $300 million of floating rate senior notes due Oct. 2009;
  -- $136 million of 6.8% convertible senior notes due 2010;
  -- $600 million of 6.375% senior notes due Oct. 2011;
  -- $326 million of 2.375% convertible senior notes due 2012;
  -- $45 million of 5.75% subordinated debentures due 2012;
  -- $600 million of 6.8% senior notes due Oct. 2016; and
  -- $30 million drawn from a Bank of China credit line.


MAXTOR CORP: Fitch Holds 'BB' Rating on Subordinated Debentures
---------------------------------------------------------------
Fitch Ratings has affirmed the ratings of Seagate Technology and
its wholly owned subsidiaries, Seagate Technology HDD Holdings and
Maxtor Corporation, the debt of which is irrevocably fully and
unconditionally guaranteed by Seagate, as:

Seagate
  -- Issuer Default Rating at 'BBB-';
  -- Unsecured credit facility at 'BBB-'.

Seagate HDD
  -- IDR at 'BBB-';
  -- Senior unsecured debt at 'BBB-';
  -- Unsecured credit facility at 'BBB-'.

Maxtor
  -- IDR at 'BBB-';
  -- Senior unsecured debt at 'BBB-';
  -- Subordinated debentures at 'BB'.

Approximately $2.5 billion of total debt is affected by Fitch's
action, including an undrawn $500 million revolving credit
facility.  The Rating Outlook is revised to Negative from Stable.

The Negative Outlook reflects Fitch's expectations for a greater-
than-normal contraction of average selling prices and gross margin
pressure, due to:

  -- The deteriorating worldwide information technology spending
     outlook for consumers and enterprises given the increasingly
     challenging macroeconomic environment.  In addition to
     moderating HDD unit growth, Fitch believes the economic
     downturn increases the risk of a supply and demand imbalance
     in the HDD industry that has historically led to periods of
     significant ASP erosion.

  -- The high degree of product commonality expected across the
     HDD industry in calendar 2008, which has also historically
     led to periods of greater price erosion.

  -- Increasingly formidable competition from Western Digital
     Corporation and Hitachi Global Storage Technologies that
     Fitch believes could challenge Seagate's ability to achieve
     and maintain product leadership in certain markets.

The ratings are supported by these factors:

  -- Broad product portfolio and leading market share in the
     overall HDD industry;

  -- Solid credit metrics and liquidity;

  -- Consistent operating profits despite industry challenges due
     to the company's scale and vertically integrated model;

  -- Continued solid HDD unit demand driven by consumer usage of
     digital rich media and growing enterprise storage
     requirements.

Fitch's rating concerns consist of:

  -- Potential for debt-financed shareholder repurchases or
     acquisitions, mitigated by an indebtedness covenant in
     Seagate's credit facility that restricts additional
     indebtedness to 10% of consolidated total assets, or
     approximately $1 billion, as of June 27, 2008, plus
     borrowings under the $500 million facility.

  -- Consistently declining ASPs for HDDs due to intense
     competition and low switching costs;

  -- Long-term threat of technology substitution from NAND flash-
     based solid state drives.  Fitch believes broad market
     adoption of flash-based SSD requires further significant
     declines in the per gigabit cost, availability of storage
     capacities on par with HDDs and actual delivery of stated
     performance benefits, which have thus far disappointed early
     adopters of high-end notebooks with SSD.

  -- Potential gross margin pressure as Seagate's HDD unit mix for
     personal computers gradually shifts to lower-margin notebooks
     at the expense of desktops, where the company is the industry
     leader.  Fitch believes notebook HDDs carry lower gross
     margins due to the greater number of competitors than in the
     desktop market.

Total liquidity as of June 27, 2008 was approximately
$1.5 billion, consisting of $1.1 billion of cash and $438 million
of availability, net letters of credit, under an undrawn $500
million revolving line of credit.  The facility matures in
Sept. 2011 and requires Seagate to maintain minimum liquidity and
fixed charge coverage of $500 million and 1.5 times, respectively,
and maximum net leverage of 1.5x.  Furthermore, liquidity is
supported by annual free cash flow that averaged nearly
$504 million from fiscal year 2006 to 2008.

Fitch expects free cash flow in fiscal year 2009 to be pressured
by unfavorable industry dynamics, Seagate-specific execution
issues in the mobility market and cash restructuring payments.

Seagate's interest coverage increased to approximately 19x in the
latest 12 months ended June 27, 2008 from 14x in the year-ago
period due to a four percentage point improvement in EBITDA margin
and nearly 12% revenue growth.  Leverage improved to 0.8x as of
June 27, 2008 from 1.2x in the prior year due strong EBITDA growth
and flat debt balances.  However, Fitch believes credit protection
measures are likely to deteriorate in fiscal year 2009 due to
profitability pressures.

As of June 27, 2008, Seagate's total debt was approximately
$2 billon, consisting of:

  -- $300 million of floating rate senior notes due Oct. 2009;
  -- $136 million of 6.8% convertible senior notes due 2010;
  -- $600 million of 6.375% senior notes due Oct. 2011;
  -- $326 million of 2.375% convertible senior notes due 2012;
  -- $45 million of 5.75% subordinated debentures due 2012;
  -- $600 million of 6.8% senior notes due Oct. 2016; and
  -- $30 million drawn from a Bank of China credit line.


MERIT SECURITIES: Fitch Affirms Class M-1 Rating at 'BB-'
---------------------------------------------------------
Fitch Ratings has taken rating actions on the Merit Securities
Corp. manufactured housing transaction listed below.

Series 13
  -- Class A-4 upgraded to 'AA' from 'AA-';
  -- Class M-1 affirmed at 'BB-';
  -- Class M-2 remains at 'CC/DR3';
  -- Class B-1 remains at 'C/DR5'.


MERRILL LYNCH: S&P Puts Eight Certificate Ratings Under Neg. Watch
------------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on eight
classes of commercial mortgage pass-through certificates from
Merrill Lynch Mortgage Trust 2006-C1 on CreditWatch with negative
implications.

The CreditWatch placements follow its preliminary analysis of the
transaction, including the specially serviced assets and the loans
with low debt service coverage.  Details of S&P's analysis are:

     -- Four loans ($32.8 million) are with the special servicer,
        CWCapital Asset Management LLC.  CWCapital is in the
        process of foreclosing on three ($30.3 million) of the
        four loans; and

     -- Standard & Poor's has credit concerns with seven
        ($45.5 million) of the 18 loans ($128.8 million) with
        reported DSC of less than 1.0x.  On average, the 18 loans
        have experienced a weighted average decline in DSC of 41%
        since issuance.

Standard & Poor's will resolve the CreditWatch placements on the
completion of its analysis, which S&P expects to be in one to two
weeks.   

              Ratings Placed on Creditwatch Negative

               Merrill Lynch Mortgage Trust 2006-C1
           Commercial mortgage pass-through certificates

                        Rating
                        ------
        Class     To               From   Credit enhancement
        -----     --               ----   ------------------
        G         BBB/Watch Neg    BBB          3.94%
        H         BBB-/Watch Neg   BBB-         2.92%
        J         BB+/Watch Neg    BB+          2.67%
        K         BB/Watch Neg     BB           2.29%
        L         BB-/Watch Neg    BB-          2.03%
        M         B+/Watch Neg     B+           1.78%
        N         B/Watch Neg      B            1.52%
        P         B-/Watch Neg     B-           1.27%


MICHAEL GABRIELE: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Michael A. Gabriele
        Billie Jo Gabriele
        184 Devon Farms Road
        Stormville, NY 12582

Bankruptcy Case No.: 08-37235

Chapter 11 Petition Date: October 8, 2008

Court: Southern District of New York (Poughkeepsie)

Judge: Cecelia G. Morris

Debtor's Counsel: Andrea B. Malin, Esq.
                  genmallaw@optonline.net
                  Genova & Malin
                  1136 Route 9
                  Wappingers Falls, NY 12590
                  Tel: (845) 298-1600
                  Fax: (845) 298-1265

Total Assets: $1,016,432

Total Debts: $1,625,652

A list of the Debtor's largest unsecured creditors is available
for free at:

             http://bankrupt.com/misc/nysb08-37235.pdf


MID OCEAN: S&P Cuts Class A1-L Notes Rating to 'B+' from 'BB'
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on the class
A1-L notes issued by Mid Ocean CBO 2000-1 Ltd., a collateralized
debt obligation transaction backed by asset-backed securities and
other structured securities and managed by Deerfield Capital
Management LLC.  S&P lowered the rating on the notes primarily
because of negative migration in the credit quality of the
underlying collateral since the last rating action in December
2006.  At the same time, S&P affirmed its 'BBB' rating on the
notes from Restructured Asset Certificates With Enhanced Returns
Series 2007-2-E Certificates.  This transaction is a retranche of
the class A-1L notes from Mid Ocean CBO 2000-1 and the class A1
notes from Mid Ocean CBO 2001-1.

Based on the Sept. 2, 2008, trustee report, 57.35%
($80.49 million) of the total securities in the underlying
collateral pool have speculative-grade ratings, up from 42.84% in
December 2006.  Although the class A1-L notes continue to benefit
from paydowns due to the failure of the class A coverage test (the
balance has been paid down to 41.78%), the deterioration in the
credit quality of the underlying assets does not support the
previous 'BB' rating on the notes.
     
                          Rating Lowered
   
                      Mid Ocean CBO 2000-1 Ltd.

                        Rating
                        ------
             Class   To        From   Current balance
             -----   --        ----   ---------------
             A1-L    B+        BB        $100,480,000
   
                          Rating Affirmed

       Restructured Asset Certificates With Enhanced Returns
                    Series 2007-2-E Certificates

                          Class       Rating
                          -----       ------
                          Notes       BBB


MORGAN STANLEY: Fitch Holds 'BB-' $3.9MM Cert. Rtng; Outlook Neg.
-----------------------------------------------------------------
Fitch affirmed and assigned Outlooks for Morgan Stanley Capital I
Trust 2007-HQ13, commercial mortgage pass-through certificates as:

  -- $143.6 million class A-1 at 'AAA' Outlook Stable;
  -- $178.9 million class A-1A at 'AAA' Outlook Stable;
  -- $67.7 million class A-2 at 'AAA' Outlook Stable;
  -- $334.5 million class A-3 at 'AAA' Outlook Stable;
  -- $103.9 million class A-M at 'AAA' Outlook Stable;
  -- $72.8 million class A-J at 'AAA' Outlook Stable;
  -- Interest-only class X at 'AAA' Outlook Stable;
  -- $18.2 million class B at 'AA' Outlook Stable;
  -- $11.7 million class C at 'AA-' Outlook Stable;
  -- $16.9 million class D at 'A' Outlook Stable;
  -- $13.0 million class E at 'A-' Outlook Stable;
  -- $11.7 million class F at 'BBB+' Outlook Stable;
  -- $11.7 million class G at 'BBB' Outlook Stable;
  -- $13.0 million class H at 'BBB-' Outlook Negative;
  -- $3.9 million class J at 'BB+' Outlook Negative;
  -- $3.9 million class K at 'BB' Outlook Negative;
  -- $3.9 million class L at 'BB-' Outlook Negative.

Fitch does not rate the $10.4 million class M, the $2.6 million
class N, the $3.9 million class O, or the $10.4 million class P.

The rating affirmations reflect minimal paydown since issuance and
stable performance of the pool.  As of the September 2008
distribution date, the transaction has paid down by 0.28% to
$1.037 billion from $1.039 billion at issuance.

There have been no specially serviced loans since issuance.  Fitch
has identified three loans (17.6%) as Loans of Concern.  The
largest Fitch Loan of Concern (7.8%) is secured by a retail
property in Atlantic City, New Jersey which is in the process of
stabilization.  An updated occupancy figure was not available and
the property's income and occupancy are both lower than budgeted.  
Some tenants have minimum rent based off of a percentage of sales
and other tenants have co-tenancy requirements that allow them to
pay lower rent if occupancy is below a certain level.

The second largest Loan of Concern (7.6%) is secured by an office
property in New York.  The property was 66% occupied as of June
2008, and a significant share of the property's revenue came from
the sponsor's master lease and rent payments as a tenant.

There were two additional loans at issuance, Logan Town Center
(7.3%) and Two Buckhead Plaza (5.0%), that were in the process of
stabilizing.  Fitch has reviewed the updated occupancy and cash
flow information for these loans and has determined that they were
in-line with the stabilization schedule set forth at issuance.

There are two shadow rated loans within the transaction: 42nd
Street Retail (7.6%) and Vinings Jubilee (0.5%).  Occupancy as of
year end 2007 for 42nd Street Retail and Vinings were 94.5% and
100%, respectively, consistent with issuance.  Both of the loans
maintain investment grade shadow ratings.


MORGAN STANLEY: Fitch Holds Ratings and Puts on Stable Outlooks
---------------------------------------------------------------
Fitch Ratings affirmed and assigned Outlooks for Morgan Stanley
Capital I Inc., Commercial Mortgage Pass-Through Certificates,
Series 2007-TOP25, as:

  -- $52 million class A-1 at 'AAA' Outlook Stable;
  -- $77.7 million class A-2 at 'AAA' Outlook Stable;
  -- $62.3 million class A-AB at 'AAA' Outlook Stable;
  -- $784.4 million class A-3 at 'AAA' Outlook Stable;
  -- $143.7 million class A-1A at 'AAA' Outlook Stable;
  -- $155.5 million class A-M at 'AAA' Outlook Stable;
  -- $110.8 million class A-J at 'AAA' Outlook Stable;
  -- Interest-only class X at 'AAA' Outlook Stable;
  -- $27.2 million class B at 'AA' Outlook Stable;
  -- $11.7 million class C at 'AA-' Outlook Stable;
  -- $25.3 million class D at 'A' Outlook Stable;
  -- $11.7 million class E at 'A-' Outlook Stable;
  -- $13.6 million class F at 'BBB+' Outlook Stable;
  -- $13.6 million class G at 'BBB' Outlook Stable;
  -- $11.7 million class H at 'BBB-' Outlook Stable;
  -- $3.9 million class J at 'BB+' Outlook Stable;
  -- $3.9 million class K at 'BB' Outlook Stable;
  -- $5.8 million class L at 'BB-' Outlook Stable;
  -- $3.9 million class M at 'B+' Outlook Stable;
  -- $1.9 million class N at 'B' Outlook Stable; and
  -- $3.9 million class O at 'B-' Outlook Stable;

Fitch does not rate the $15.5 million class P.

The affirmations are due to the pool's stable performance and
limited paydown since issuance.  As of the September 2008
distribution date, the pool's aggregate principal balance has
decreased approximately 1% to $1.54 billion from $1.55 billion at
issuance.  There have been no specially serviced or delinquent
loans since issuance.  Year-end 2007 financials were collected for
99.9% of the pool and Fitch identified nine loans of concern
(2.7%).

The largest loan in the transaction (6.2%) is secured by a 443,251
sf retail development located in Mount Pleasant, SC. The property
is anchored by Barnes & Noble, Bed Bath & Beyond, Belk, and
Consolidated Theaters.  Major tenants include Old Navy, Earth
Fare, Tweeter.  The property has maintained an occupancy of
greater than 95% since 2001, and is currently 96% occupied as of
March 31, 2008.  The debt service coverage ratio has improved to
1.29 times from 1.22 at issuance.

There are two loans (2.8%) in the transaction that are shadow
rated investment grade.  The London NYC Hotel Land Interest (1.8%)
is collateralized by the ground leased to the London NYC Hotel, a
505-room tower located in Manhattan's Midtown submarket . Cash
flow supporting the loan is received directly from the ground
lease payment on a long term lease through year 2136.

The second shadow rated loan, Huron Estates (1%), is secured by an
806-unit manufactured hosing community in Romulus, Michigan.  As
of mid-year, 2008, the property is performing in-line with
expectations at issuance.  Occupancy as of June 2008 is 98%, a
slight improvement from issuance (96%).  The DSCR has improved to
2.13 times from 1.97 at issuance.


MORGAN STANLEY: S&P Withdraws Rtngs After Note Termination Notice
-----------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its ratings on various
rated classes issued by Morgan Stanley ACES SPC.

S&P withdrews the ratings after receiving notification that the
notes had been terminated.
    
                          Ratings Withdrawn

Morgan Stanley ACES SPC
2005-5
                                 Rating
                                 ------
Class                       To           From
-----                       --           ----
Tranche                     NR           AA

Morgan Stanley ACES SPC
2005-23
                                 Rating
                                 ------
Class                       To           From
-----                       --           ----
Fltg Rt Nt                  NR           A/Watch Neg

Morgan Stanley ACES SPC
2006-2
                                 Rating
                                 ------
Class                       To           From
-----                       --           ----
Secd Nts                    NR           BBB-

Morgan Stanley ACES SPC
2006-3
                                 Rating
                                 ------
Class                       To           From
-----                       --           ----
IA                          NR           BBB+/Watch Neg
IB                          NR           BBB+/Watch Neg
IIB                         NR           BBB-
IIC                         NR           BBB-
IID                         NR           BBB-
IIE                         NR           BBB-
III                         NR           B/Watch Neg

Morgan Stanley ACES SPC
2006-4
                                 Rating
                                 ------
Class                       To           From
-----                       --           ----
IA                          NR           AA/Watch Neg

Morgan Stanley ACES SPC
2006-6
                                 Rating
                                 ------
Class                       To           From
-----                       --           ----
Dfrble Sec                  NR           BB/Watch Neg

Morgan Stanley ACES SPC
2006-11
                                 Rating
                                 ------
Class                       To           From
-----                       --           ----
IB                          NR           AA-/Watch Neg

Morgan Stanley ACES SPC
2006-16
                                 Rating
                                 ------
Class                       To           From
-----                       --           ----
I                           NR           A-/Watch Neg

Morgan Stanley ACES SPC
2006-20
                                 Rating
                                 ------
Class                       To           From
-----                       --           ----
IA                          NR           AA+/Watch Neg
II                          NR           BBB/Watch Neg

Morgan Stanley ACES SPC
2006-21
                                 Rating
                                 ------
Class                       To           From
-----                       --           ----
IA                          NR           A-/Watch Neg
IIA                         NR           BBB+/Watch Neg
III                         NR           BB+/Watch Neg

Morgan Stanley ACES SPC
2006-24
                                 Rating
                                 ------
Class                       To           From
-----                       --           ----
IA                          NR           AA/Watch Neg
II                          NR           BBB-/Watch Neg

Morgan Stanley ACES SPC
2006-25
                                 Rating
                                 ------
Class                       To           From
-----                       --           ----
IA                          NR           A+/Watch Neg
II                          NR           BB

Morgan Stanley ACES SPC
2006-26
                                 Rating
                                 ------
Class                       To           From
-----                       --           ----
IA                          NR           AA/Watch Neg
II                          NR           BB/Watch Neg

Morgan Stanley ACES SPC
2007-13
                                 Rating
                                 ------
Class                       To           From
-----                       --           ----
IA                          NR           A-/Watch Neg

Morgan Stanley ACES SPC
2007-14
                                 Rating
                                 ------
Class                       To           From
-----                       --           ----
II                          NR           AA

Morgan Stanley ACES SPC
2007-25
                                 Rating
                                 ------
Class                       To           From
-----                       --           ----
IA                          NR           AA/Watch Neg


NSG HOLDINGS: Fitch Affirms Rating on $286MM Term Loan at 'BB'
--------------------------------------------------------------
Standard & Poor's Ratings Services said that on Oct. 7 it affirmed
its 'BB' ratings on NSG Holdings LLC's $286 million senior secured
term loan facility maturing 2014, $32.5 million senior secured
synthetic LOC facility maturing 2014, and $514 million senior
secured notes due 2025.  The recovery rating of '3' for the term
loan facility, the synthetic LOC facility, and the notes is
unchanged.  The outlook is stable.
     
NSGH is a wholly owned subsidiary of Northern Star Generation LLC,
which owns or has beneficial interest in 12 electric generation
facilities having a combined capacity of about 2,100 MW (gross) or
about 1,451 MW (net).  The facilities are located in five states,
10 of the assets are qualifying facilities, and two operate as
exempt wholesale generators.  All but one of the assets currently
have power-purchase agreements or tolling agreements that expire
from 2009 through 2025. Northern Star is jointly owned by UBS
Northern "C" LLC a wholly owned, indirect subsidiary of UBS
International Infrastructure Fund and OTPPB US Power LLC, a
subsidiary of the Ontario Teachers' Pension Plan Board.

The predictable cash flow from NSGH's project portfolio supports a
stable outlook.  Standard & Poor's views the cash flow
predictability as a key rating factor.  S&P could lower the rating
or revise the outlook if any of the large projects experience a
sustained operating issue that precludes payments under the PPAs
or tolling agreements.  Over the next year, there is little room
for an upgrade, given the portfolio's contracted and expected
stable performance.


NW LEASING: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: NW Leasing, Inc.
        PO Box 797
        Rogers, AR 72757

Bankruptcy Case No.: 08-74019

Chapter 11 Petition Date: October 7, 2008

Court: Western District of Arkansas (Fayetteville)

Judge: Ben T. Barry

Debtor's Counsel: Stanley V. Bond, Esq.
                  attybond@me.com
                  Attorney at Law Stanley V. Bond
                  P.O. Box 1893
                  Fayetteville, AR 72701-1893
                  Tel: (479) 444-0255
                  Fax: (479) 444-7141

Estimated Assets: Less than $50,000

Estimated Debts: $1 million to $10 million

A list of the Debtor's largest unsecured creditors is available
for free at:

             http://bankrupt.com/misc/arwb08-74019.pdf


OAK FOREST: Case Summary & Two Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Oak Forest Renaissance Homes, LLC
        1830 C Independence Square
        Atlanta, GA 30338

Bankruptcy Case No.: 08-79909

Chapter 11 Petition Date: October 6, 2008

Court: Northern District of Georgia (Atlanta)

Judge: C. Ray Mullins

Debtor's Counsel: Steven G. Early, Esq.
                  sgepc@mediaone.net
                  P.O. Box 13284
                  Atlanta, GA 30324
                  Tel: (404) 892-3384
                  Fax: (404) 873-2561

Estimated Assets: $1 million to $10 million

Estimated Debts: $500,000 to $1 million

A list of the Debtor's largest unsecured creditors is available
for free at:

             http://bankrupt.com/misc/ganb08-79909.pdf


OFFICE DEPOT: S&P Cuts Corp. Credit Rating to 'BB' from 'BB+'
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Delray Beach, Florida-based Office Depot Inc. to 'BB'
from 'BB+'.  S&P also lowered the ratings on the company's
$400 million of senior unsecured notes due 2013 to 'BB-' from
'BB+' and changed the recovery rating on these notes to '5' from
'4', indicating the expectation for modest (10%-30%) recovery in
the event of a payment default.

S&P have withdrawn the bank loan and recovery ratings on the
company's previous senior unsecured $1 billion multicurrency
revolving credit facility due 2012 and this facility was replaced
by a new $1.25 billion asset-based revolving credit facility due
2013 (unrated).  S&P removed all debt ratings from CreditWatch
with negative implications, where they were placed on July 8,
2008, following continued erosion of sales and earnings in the
first half of 2008.  The outlook is negative.
     
"The downgrade is based on the continued decline in operating
performance in both the North American Retail and Business
Solutions segments," explained Standard & Poor's credit analyst
Mark Salierno, "and expectations that worsening economic trends
will continue to pressure performance for the remainder of fiscal
2008 and into fiscal 2009."


OLSSON ENTERPRISES: Asks Court to Convert Case to Chapter 7
-----------------------------------------------------------
Olsson Enterprises, Inc., also known as Olsson's Books & Records,
Record & Tape Ltd., and Olsson's Books, has asked the U.S.
Bankruptcy Court for the District of Maryland to convert its
Chapter 11 case to a Chapter 7 liquidation, Mediabistro.com, the
Web Site for media professionals, reported last week.

The company said it has closed all of its locations and blamed its
financial troubles to "stagnant sales, low cash reserves, and an
inability to renegotiate current leases, along with a continuing
weak retail economy and plummeting music sales".  

The Publishers Weekly reported on July 10, 2008, that nearly a
month after three publishers filed a petition with the Court to
force Olsson's Books and Records into Chapter 7, Olsson's
requested the Court that it be allowed to convert its Chapter 7 to
a Chapter 11 in order that it may continue to operate while it
attempts to restructure under Chapter 11.  Olsson's refuted the
claim of the three publishers that it had not been paying its
debts as they fell due.

On July 15, 2008, the company "officially" filed for Chapter 11
protection, saying it was forced to seek bankruptcy "because of
the weak retail economy, rising rents and taxes, increased
competition and an accelerated drop in music CDs," the Publishers
Weekly reported on July 16.

According to Mediabistro.com, the Washington, D.C.-based  Olsson's
Enterprises, Inc., which was established in 1972, is a retailer of
books, music CDs, video, and gifts.  Ollson's listed assets of
$929,428 and liabilities of $1.9 million in its filing.


OSKAR HUBER: Court Approves Sale of DD Huber Furniture
------------------------------------------------------
Clint Engel at Furniture Today reports that the U.S. Bankruptcy
Court for the District of New Jersey has approved the going-out-
of-business sale for DD Huber Furniture & Design, the brand name
of the merged operations of D&D Home Furnishings and Oskar Huber
Furniture.

The sales at the 10 Philadelphia-area stores will most likely
start in about two weeks, Furniture Today says, citing Jerry Cohen
-- the attorney with Cohen Tauber Spievack & Wagner, which
represents liquidator Planned Furniture Promotions.

According to Furniture Today, Planned Furniture has the right to
run sales for 170 days to liquidate inventory at the stores and in
DD Huber's two area warehouses.  Planned Furniture will also
assume billing on DD Huber's backlog of client orders to ensure
customers receive those goods, the report says, citing Mr. Cohen.

Furniture Today relates that D&D Home merged operations with Oskar
Huber in March 2008, hoping to gain from each other's strengths in
merchandising and back-end operations, but declining business
crushed the new company.  Court documents say that sales plummeted
40% to 50% within a few months of the merger.

An attorney for DD Huber said that the company will evaluate
whether it can reorganize and get back in business with fewer
stores, according to Furniture Today.  Planned Furniture, under
the going-out-of-business deal, guarantees a payment of about $4.6
million to the company and its banks, Furniture Today relates.  
The report says that Planned Furniture will set aside some
$500,000 of that amount to pay for the pre-bankruptcy orders and
will pay $500,000 on top of the value of the inventory, to be
distributed to creditors, the report states, citing Mr. Cohen.

Kevin Post at PressofAtlanticCity.com relates that Oskar Huber has
closed its store in preparation for the going-out-of-business
sale, but its landlord wants the sale delayed until the company
can pay the promised $72,749 per month rent.

Kensington Square leases the 45,000-square-foot store to Oskar
Huber.  PressofAtlanticCity.com states that Kensington Square
asked the Court to delay the sale until the rent due Oct. 1 has
been paid, and claimed that DD Huber didn't ask permission to
sublease the store to Planned Furniture.

Kensington Square also asked the Court for provisions to ensure
the new tenant doesn't make changes to the building or signs
without its consent, PressofAtlanticCity.com reports.  Other
creditors also filed objections to the sale proceeding, the report
states.

                        About Oskar Huber

Cherry Hill, New Jersey-based Oskar Huber Fine Furniture, Inc.,
operates family-owned home-furnishing stores since 1927.  It is
the operator of D&D Home Furnishings.  Oskar Huber merged with
family-owned JD Garber Furniture LP in March.  The combined
business, DD-OH Family Partners LLC, operates nine locations in
the greater Philadelphia and South Jersey area.  The Lehigh Valley
has a D&D Home Furnishings store in Whitehall Township and outlet
in Hanover Township, Lehigh County.

The company and its debtor-affiliates filed for Chapter 11
bankruptcy protection separately with the U.S. Bankruptcy Court
for the District of New Jersey (Lead Case No. 08-28136) on
Sept. 22, 2008.  Hal L. Baume, Esq., at Fox Rothschild, LLP,
represents the Debtors in their restructuring efforts.  In its
petition, the lead Debtor listed less than $50,000 in estimated
assets and less than $50,000 in estimated debts.

Court documents indicate that Oskar Huber owes its 31 largest
unsecured creditors a total of $6,100,000, which includes $729,504
owed to Sealy Mattress Co. and $308,252 owed to Kohl's Department
Stores.


OVIATT MARINE: Case Summary & 12 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Oviatt Marine, Inc.
        802 N.E. 20th Avenue
        Fort Lauderdale, FL 33304
        Tel: (954) 760-6222

Bankruptcy Case No.: 08-24903

Type of Business: The Debtor makes and sells yacht.
                  See: http://www.oviattmarine.com/

Chapter 11 Petition Date: October 8, 2008

Court: Southern District of Florida (Fort Lauderdale)

Judge: John K. Olson

Debtor's Counsel: David Marshall Brown, Esq.
                  dmbrownpa@bellsouth.net
                  33 NE 2 St., #208
                  Ft. Lauderdale, FL 33301
                  Tel: (954) 765-3166

Estimated Assets: $1 million to $10 million

Estimated Debts: $1 million to $10 million

A list of the Debtor's largest unsecured creditors is available
for free at:

            http://bankrupt.com/misc/flsb08-24903.pdf


PETTERS AVIATION: Will Need $7 Million to Continue 2008 Operations
------------------------------------------------------------------
Andrew Compart of Aviation Daily reported Wednesday that Sun
Country Airlines Inc. told the U.S. Bankruptcy Court for the
District of Minnesota that it will need $7 million to enable to
continue in operations until Dec. 31, 2008.  The company also told
the Court that its liquidity problems were a result of the
"'exploitation' by Petters Group or related parties of Petters
Aviation's cash and credit line."  

Petters Aviation LLC is a wholly owned unit of Thomas Petters Inc.
and owns MN Airline Holdings, Sun Country's parent company,
Aviation Daily said.  

The airline's problems began when federal authorities launched a
fraud investigation of former Petters Group Worldwide CEO Tom
Petters, whose company owns Sun Country.  Mr. Petters was arrested
Oct. 3, 2008, on federal counts of fraud, money laundering and
other charges.  

Sun Country filed for Chapter 11 bankruptcy protection Oct. 6, but
said it will not cease operations.  The company said it will ask
the Court's approval to obtain debtor-in-possession financing.

                    About Sun Country Airlines

Sun Country Airlines is a low-fare, low-cost passenger airline
company.  The company serves leisure travel markets with a fleet
of seven new Boeing 737-800 aircrafts.  Petters Aviation, an
investor group including Tom Petters and his Petters Group
Worldwide, along with Whitebox Advisors, acquired Sun Country in
November 2006, according to the Star Tribune (Minneapolis-St.
Paul).

Petters Aviation LLC, and its debtor-affiliates MN Airlines LLC,
dba. Sun Country Airlines Inc. and MN Airline Holdings Inc. filed
separate petitions for Chapter 11 relief on Oct. 6, 2008 (Bankr.
D. Minn. Lead Case No. 08-45136).  Brian F. Leonard, Esq., Matthew
R. Burton, Esq., at Leonard O'Brien et al., represented the
Debtors as counsel.  When Petters Aviation LLC filed for
protection from its creditors, it listed assets of $50 million and
$100 million, and the same range of debts.


PETROQUEST ENERGY: S&P Trims $150MM Sr. Notes Rating to B from B+
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its issue-level rating
on PetroQuest Energy Inc.'s $150 million senior notes to 'B' from
'B+', based on S&P's revision of the recovery rating on the senior
notes to '3', which indicates its expectation of meaningful
recovery in the event of a payment default, from '2'.  
PetroQuest's 'B' corporate credit rating is unchanged.  The
outlook is stable.

These changes follow PetroQuest's announcement that it has entered
into a new $300 million asset-based lending facility and raised
its borrowing base to $150 million from $95 million.  
     
The rating on Lafayette, Louisiana-based independent oil and gas
exploration and production company PetroQuest reflects the
company's limited but growing reserve base (157 bcfe as of
Dec. 31, 2007), a short, five-year reserve life, an elevated cost
structure of about $6.50 including interest expense, and the
highly capital-intensive nature of the exploration and production
industry.  Other rating factors include PetroQuest's good
operational performance, including three-year average organic
reserve replacement of 150%, solid financial measures reflecting
current hydrocarbon prices, and a growing onshore reserve base to
help buffer its capital-intensive Gulf Coast production.

Ratings List

PetroQuest Energy Inc.
Corporate Credit Rating                B/Stable/--        

Downgraded
                                        To                 From
                                        --                 ----
PetroQuest Energy Inc.
Senior Unsecured (1 issue)             B                  B+
  Recovery Rating                       3                  2
                       

RIJO PROPERTIES: Case Summary & 19 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: RIJO Properties, LLC
        92 Christian Hill Road
        Amherst, NH 03031

Bankruptcy Case No.: 08-12916

Chapter 11 Petition Date: October 8, 2008

Court: District of New Hampshire (Manchester)

Debtor's Counsel: Steven M. Notinger, Esq.
                  nontrustee@dntpc.com
                  Donchess & Notinger PC
                  547 Amherst Street, Ste. 100
                  Nashua, NH 03063
                  Tel: (603) 886-7266
                  Fax: (603) 886-7922

Estimated Assets: $1 million to $10 million

Estimated Debts: $100,000 to $500,000

A list of the Debtor's largest unsecured creditors is available
for free at:

             http://bankrupt.com/misc/nhb08-12916.pdf


RIVIERA POOLS: Won't Keep Arizona Diamondbacks Sponsorship
----------------------------------------------------------
Craig Harris of The Arizona Republic reported Monday that the
Arizona Diamondbacks is looking for a new sponsor for its right
field pool after Riviera Pools filed for Chapter 11 on Oct. 2,
2008, in Phoenix.

Ron Ostlund, president of Riviera Pools said Monday that the
company could no longer justify the expense of keeping its five-
year $1 million sponsorship of the Arizona Diamondbacks pool.

"The best thing we ever did was our tie-in with the Diamondbacks,
and it more than paid for itself the first year," Ostlund said.
"But we can't justify that expense. We are going through
reorganization, and we will be much smaller when we come out.  We
can't afford to do it."

According to The Arizona Republic, Riviera, who was in the first
year of its five-year sponsorship deal with the Arizona
Diamondbacks, was the fourth sponsor for the pool.  

Based in Phoenix, Arizona, Riviera Pools, Inc. is a pool builder.  
The company filed for Chapter 11 relief on Oct. 2, 2008 (Bankr. D.
Ariz. Case No. 08-13494).  Allan D. Newdelman, Esq., represented
the Debtor as counsel.  Ron Ostlund, company president, started
the business in 1996.  


SAGECREST DIXON: U.S. Trustee Sets 341(a) Meeting for October 20
----------------------------------------------------------------
The United States Trustee for the District of Connecticut will
convene a meeting of creditors of SageCrest Dixon Inc. at 10:00
a.m., on Oct. 20, 2008, at the Office of the U.S. Trustee.

This is the first meeting of creditors required under Section
341(a) of the Bankruptcy Code in all bankruptcy cases.

All creditors are invited, but not required, to attend.  This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

Headquartered in Greenwich, Connecticut, SageCrest Dixon Inc., a
debtor-affiliate of SageCrest Financial LLC, which provides short-
term financing, filed for Chapter 11 protection on Sept. 11, 2008
(Bankr. D. Conn. Case No. 08-50844).  Douglas J. Buncher, Esq., at
Neligan Foley LLP, represents the Debtor as counsel.  When the
Debtor filed for protection from its creditors, it listed both
assets and liabilities between $10 million and $50 million.


SANTY CORPORATION: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Santy Corporation
        aka Country Gulls
        7301 Overseas Highway
        Marathon, FL 33050

Bankruptcy Case No.: 08-24859

Type of Business: The Debtor operates a restaurant.

Chapter 11 Petition Date: October 8, 2008

Court: Southern District of Florida (Miami)

Judge: Laurel M Isicoff

Debtor's Counsel: David G Hutchison, Esq.
                  dghutchison@bellsouth.net
                  P.O. Box 1262
                  Key Largo, FL 33037
                  Tel: (305) 451-0013

Estimated Assets: $1 million to $10 million

Estimated Debts: $500,000 to $1 million

The Debtor did not file a list of 20 largest unsecured creditors.


SEDGWICK CMS: S&P Holds 'B+' Rating; Changes Outlook to Stable
--------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Sedgwick
CMS Holdings Inc. to stable from positive.

Standard & Poor's also said that it affirmed its 'B+' counterparty
credit rating on Sedgwick.

"The revised outlook reflects Sedgwick's consistently weak
interest coverage ratio and burdensome financial leverage,"
explained Standard & Poor's credit analyst Andrew Dral.  The
company's debt burden has weighed more heavily on the financial
ratios than originally anticipated when the additional
$150 million term loan was granted in September 2006.

Sedgwick's competitive position and operating performance continue
to improve.  Standard & Poor's expects Sedgwick to solidify its
position as the leading third-party administrator of workers'
compensation and liability claims-management services.  Management
will accomplish this by cross-selling to existing customers,
attracting new customers, and acquiring companies that will either
broaden Sedgwick's product line or increase its market share.

Customer retention should remain strong.  The economic environment
is difficult, so outsourcing could boost an outsourcer's operating
performance, but Sedgwick's historical revenue growth might still
be difficult to obtain.

A possible revision of the outlook to positive or negative would
depend on a number of factors, the most important of which are
Sedgwick's adjusted EBITDA fixed-charge coverage ratio, debt-to-
total capitalization, revenue growth, and adjusted EBITDA margin.

An upgrade would be predicated on Sedgwick meeting EBITDA fixed-
charge coverage above 3.0x, GAAP interest coverage of more than
2.0x, a debt-to-total capital ratio of less than 50%, and a return
on revenue margin of greater than 5% as well as management
generally meeting revenue and EBITDA growth expectations and
revenue-stream diversity improving.  As of June 30, 2008, EBITDA
fixed-charge coverage was 2.6x, interest coverage was 1.7x, debt
to total capital was 63%, and return on revenue was 3.2%.  

Sedgwick has met revenue and EBITDA growth expectations, but the
original 2009 and 2010 revenue growth expectations have been
revised lower.  On a relative industry basis, customer diversity
has room for further improvement--from both customer concentration
and business segment perspectives.  Macroeconomic conditions are
poor, with rising unemployment, losses to payrolls, and reduced
GDP estimates.

If operating performance suffers from an acquisition or does not
improve from current second-quarter 2008 levels, Standard & Poor's
would consider lowering the rating or revising the outlook to
negative.  Specifically, if EBITDA fixed-charge coverage does not
progress toward 3.0x, interest coverage does not progress toward
2.0x, debt-to-capital does not continue to decline toward 50%, and
ROR does not increase toward 5% then the possibility of a negative
rating action increases.  Standard & Poor's expects to see
progress in Sedgwick diversifying its revenue stream.  Not making
progress toward diversifying the customer concentration or
business segment base would weigh negatively on the rating.


SEMGROUP ENERGY: B.P. Oil Resigns, Trustee Names 6-Member Panel
---------------------------------------------------------------
A Court filing discloses that B.P. Oil Supply Company resigned as
member of the Official Committee of Unsecured Creditors effective
Aug. 20, 2008.  Accordingly, the Creditors' Committee is now
composed of six members:

   1. Central Crude Corporation
      Attn: Charles B. Wilson
      PO Box 21110, Wichita, Kansas 67208
      Phone: 316-337-8378
      Fax: 316-265-7372

   2. ConocoPhillips Company
      Attn: George A. Padilla
      600 North Dairy Ashford, CH 2116-B
      Houston, TX 77079
      Phone: 281-293-6795
      Fax: 281-293-2690

   3. Crude Marketing & Transportation, Inc.
      Attn: Phillip M. Burch
      16 E. 16th Street, Ste. 300
      Tulsa, OK 74119
      Phone: 918-398-2715
      Fax: 918-584-4128

   4. HSBC Bank USA, National Association
      Attn: Sandra E. Horwitz
      452 Fifth Ave.,
      New York, NY 10018
      Phone: 212-525-1358
      Fax: 212-525-1300

   5. Pacific Investment Management Company LLC
      Attn: David Behenna
      840 Newport Center Drive, Suite 100
      Newport Beach, CA 92660
      Phone: 949-720-6000
      Fax: 949-720-6361

   6. Western Asset Management Company
      Attn: W. Stephen Venable, Jr.
      385 E. Colorado Blvd.
      Pasadena, CA 91101
      Phone: 626-844-9400
      Fax: 626-844-4451

Roberta A. DeAngelis, Acting United States Trustee for Region 3,
notified the Court that Pacific Investment has requested that
David Behenna be identified as its representative, in replacement
of David C. Flattum.

                  About SemGroup Energy Partners

Tulsa, Oklahoma-based SemGroup Energy Partners, L.P. (Nasdaq:
SGLP) -- http://www.SGLP.com/-- owns and operates a diversified     
portfolio of complementary midstream energy assets.  SemGroup
Energy Partners provides crude oil and liquid asphalt cement
terminalling and storage services and crude oil gathering and
transportation services.  

SemGroup Energy Partners, L.P.'s consolidated balance sheet at
March 31, 2008, showed $262.0 million in total assets and
$316.6 million in total liabilities, resulting in a $54.6 million
partners' deficit.

(SemGroup Bankruptcy News; Issue No. 13; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000)


SR ZM CORP: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: SR ZM Corporation
        dba CV Homes
        aka Beneficiary of Trust No. 1-3232 and No. 1-3211  
            Bridgeview Bank Group as Trustee
        P.O. Box 2281
        Baytown, TX 77522
        Tel: (281)262-0528

Bankruptcy Case No.: 08-10513

Type of Business: The Debtor is a land developer.

Chapter 11 Petition Date: October 8, 2008

Court: Eastern District of Texas (Beaumont)

Judge: Bill Parker

Debtor's Counsel: Tom V. Mathai, Esq.
                  Mathai & Thorson
                  3601 N. Ashland Avenue
                  Chicago, IL 60636
                  Tel: (773) 327-1100

Estimated Assets: $1 million to $10 million

Estimated Debts: $1 million to $10 million

The Debtor did not file a list of 20 largest unsecured creditors.


STANFIELD CARRERA: S&P Affirms 'BB' Ratings on Two Note Classes
---------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on the
class A, B-1, B-2, C-1, C-2, D-1, and D-2 notes issued by
Stanfield Carrera CLO Ltd., a cash flow arbitrage collateralized
loan obligation of high-yield loans transaction managed by
Stanfield Capital Partners LLC, and removed them from CreditWatch,
where they were placed with negative implications on Sept. 17,
2008.

S&P previously placed the ratings on CreditWatch negative due to
their potential exposure to Lehman Bros. as a counterparty.  The
affirmations and CreditWatch negative removals follow S&P's
detailed review of the transaction's documents, which reveal that
there is no exposure to Lehman as the counterparty.

       Ratings Affirmed and Removed from Creditwatch Negative   

                      Stanfield Carrera CLO Ltd.

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


STEAK 38: U.S. Trustee to Hold Meeting to Form Panel on October 10
------------------------------------------------------------------
The United States Trustee for Region 3, will hold an
organizational meeting in the joint administered Chapter 11 cases
of Steak 38 Brigantine, LLC, Steak 38 Brigantine Associates, LLC
and Joseph DiAmore on October 10, 2008 at 10:00 a.m. at U.S.
Trustee's Hearing Room, Bridge View 800-840, Cooper Street, Suite
102 in Camden, New Jersey.

The sole purpose of the meeting will be to form a committee or
committees of unsecured creditors in the Debtors' cases.

The organizational meeting is not the meeting of creditors
pursuant to Section 341 of the Bankruptcy Code.  A representative
of the Debtor, however, may attend the Organizational Meeting,
and provide background information regarding the bankruptcy
cases.

                    About Steak 38 Brigantine

Headquartered in Brigantine, New Jersey Steak 38 Brigantine, LLC
aka Steak 38 -- operates restaurants.  The company and its
affiliate, Brigantine Associates, LLC filed for Chapter 11
protection on September 15, 2008 (Bankr. D. N.J. Case Nos. 08-
27559 and 08-27556).  Scott M. Zuber, Esq. at Subranni, Ostrove &
Zauber represents the Debtors in their restructuring efforts.  
When the Debtors filed for protection from their creditors they
listed total assets of $324,918 and $2,750,000 and total debts of
$2,457,383 and $1,908,664 respectively.


SUMMIT MORTGAGE: Fitch Affirms B5 Certificate Rating at 'BB-'
-------------------------------------------------------------
Fitch Ratings has taken rating actions on Summit Mortgage Trust
certificates.  The classes represent a beneficial ownership
interest in separate trust funds, which include bonds that have
been affirmed.

Summit Mortgage Trust 2000-1
  -- B1 affirmed at 'AAA';
  -- B2 affirmed at 'AA-';
  -- B3 affirmed at 'A-';
  -- B4 affirmed at 'BBB-';
  -- B5 affirmed at 'BB-'.

The rating actions were taken as part of Fitch's ongoing
surveillance process of existing transactions.


T&T BEEFS: May File for Bankruptcy, To Keep Restaurant Open
-----------------------------------------------------------
Waveney Ann Moore at St. Petersburg (Florida) Times reports that
James Edward Tomko Jr. said he will probably file for Chapter 11
protection, but keep his restaurant, Beef 'O'Brady's in St.
Petersburg's Northeast Shopping Center, open.

"We're planning to restructure," St. Petersburg Times quoted Mr.
Tomko as saying.  

St. Petersburg Times relates that Beef 'O'Brady's landlord, Publix
Super Markets, filed a lawsuit against T&T Beefs Inc. -- which
does business as Beef 'O'Brady's -- and franchise owners Mr. Tomko
and Kimberly Earl Tomko, seeking to evict the franchise for
failing to pay rent.  The report says that Publix Super Markets
claimed that the restaurant owes more than $21,000 in back rent.

According to St. Petersburg Times, Nick Vojnovic, president of the
Beef 'O'Brady's chain, said that his corporate office would let
Mr. Tomko defer royalty payments.  

St. Petersburg Times quoted Mr. Tomko as saying, "We tried to work
with Publix, and we're hoping to emerge from this stronger.  We're
not going to give up.  Our sales have actually increased in this
market, and part of that is cleaning up the facility.  It's just a
matter of trying to control costs in a way to become profitable."

The lease for the restaurant, at 226 37th Avenue N, was signed on
Feb. 10, 2006.  The Tomkos signed their agreement as guarantors on
May 30, 2007.


TALON FUNDING: S&P Slashes Class A Notes Rating to CCC- from BBB+
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on the class
A notes issued by Talon Funding I Ltd., a collateralized debt
obligation of asset-backed securities managed by Brightwater
Capital Management to 'CCC-' from 'BBB+'.  S&P lowered the rating
on the notes primarily because of negative migration in the credit
quality of the underlying collateral since its last rating action
in November 2006.
     
Based on the Aug. 28, 2008, trustee report, 25.49% (41.04 million)
of the total securities in the underlying collateral pool are
rated 'CC' or lower, up from 13.83% ($31.25 million) in November
2006.  Though the class A notes continue to benefit from paydowns
due to the failure of the class A/B coverage test (balance has
been paid down to 32.13%), the deterioration in the credit
quality of the underlying assets does not support the previous
'BBB+' rating on the notes.
     
                          Rating Lowered
   
                        Talon Funding I Ltd.

                 Rating
                 ------
      Class   To        From            Current bal. (mil. $)
      -----   --        ----            ---------------------
      A       CCC-      BBB+                  129.340


THE PLANETS: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: The Planets, Inc.
        dba Planet Knoxville
        dba Planet Crossville
        fka AGS, Inc.
        1341 Callahan Road
        Knoxville, TN 37912

Bankruptcy Case No.: 08-34501

Chapter 11 Petition Date: October 8, 2008

Court: Eastern District of Tennessee (Knoxville)

Debtor's Counsel: Michael H. Fitzpatrick, Esq.
                  tn20@ecfcbis.com
                  Jenkins & Jenkins Attorneys, PLLC
                  2121 First Tennessee Plaza
                  800 S. Gay St.
                  Knoxville, TN 37929
                  Tel: (865) 524-1873

Estimated Assets: $1 million to $10 million

Estimated Debts: $1 million to $10 million

The Debtor did not file a list of 20 largest unsecured creditors.


THORNBURG MORTGAGE: New Note Terms Amplify Difficulties, S&P Says
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that Thornburg Mortgage
Inc.'s announcement that it has modified the terms of its
outstanding senior subordinated secured notes to allow for payment
in kind payments further underscores the difficulties the company
is facing due to the state of the housing and funding environment.
This modification of debt supports the current rating, which will
remain effective until the company has resolved the tender offer
of its preferred shares.  

The deadline for the tender offer has now been extended to
Dec. 31, 2008.  The PIK agreement allows the company to substitute
stock or additional debt for its semiannual interest payments.  
Although this offers some short-term liquidity relief, it also
adds to the company's longer-term challenges.  S&P believes that
the longer this continues and the longer the tender offer
situation goes unresolved, the less likely it is that the company
will be able to regain meaningful financial equilibrium.


TOWER AUTOMOTIVE: Closes Traverse City Plant, Eliminates 350 Jobs
-----------------------------------------------------------------
Due to the slump of the auto industry in North America, Tower
Automotive, Inc., will close its Traverse City plant and cut more
than 350 jobs, The Associated Press reports.  However, there is no
exact date for the shutdown yet.

According to the report, approximately 318 hourly employees and
40 salaried workers who worked to produce small stampings and
assemblies at Tower's Traverse plant will be affected by Tower's
decision.

The Traverse City Record-Eagle reported that 45 workers have
already been laid off and that they were not surprised by Tower's
decision to close the plant.

Headquartered in Grand Rapids, Michigan, Tower Automotive Inc.
-- http://www.towerautomotive.com/-- (OTC Bulletin Board: TWRAQ)
is a global designer and producer of vehicle structural components
and assemblies used by every major automotive original equipment
manufacturer, including BMW, DaimlerChrysler, Fiat, Ford, GM,
Honda, Hyundai/Kia, Nissan, Toyota, Volkswagen and Volvo.
Products include body structures and assemblies, lower vehicle
frames and structures, chassis modules and systems, and suspension
components.  The company has operations in Korea, Spain and
Brazil.

The company and 25 of its debtor-affiliates filed voluntary
chapter 11 petitions on Feb. 2, 2005 (Bankr. S.D.N.Y. Case No.
05-10576 through 05-10601).  James H.M. Sprayregen, Esq., Ryan
B. Bennett, Esq., Anup Sathy, Esq., Jason D. Horwitz, Esq., and
Ross M. Kwasteniet, Esq., at Kirkland & Ellis, LLP, represent
the Debtors in their restructuring efforts.  Ira S. Dizengoff,
Esq., at Akin Gump Strauss Hauer & Feld LLP, represents the
Official Committee of Unsecured Creditors.  When the Debtors
filed for protection from their creditors, they listed
$787,948,000 in total assets and $1,306,949,000 in total
debts.

On May 1, 2007, the Debtors filed their Chapter 11 Plan of
reorganization and Disclosure Statement explaining that plan.  On
June 4, 2007, the Debtors submitted an Amended Plan and Disclosure
Statement.  The Court approved the adequacy if the Amended
Disclosure Statement on June 5, 2007.  On July 11, 2007, the Court
confirmed the Debtors' Amended Chapter 11 Plan and the Debtors
emerged from Chapter 11 on July 31, 2007.  (Tower Automotive
Bankruptcy News, Issue No. 76; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000).


TRADEWINDS AIRLINES: Refusal on Unprofessional Pleas Led to Bankr.
------------------------------------------------------------------
Tammy Stables Battaglia at Detroit (Michigan) Free Press reports
that Donald V. Watkins, who owned a 77% stake in TradeWinds
Airlines Inc., told the U.S. District Court in Detroit that his
refusal to grant unprofessional requests led to the demise of city
pension funds invested with the airline company.

According to Detroit Free Press, the refusal of these requests led
the board to declare TradeWinds Airlines in default on a
$30.1 million pension fund loan:

-- the hiring of a pension board trustee's relative,

-- donation to former Mayor Kwame Kilpatrick's legal defense
   fund,

-- cash contribution requests from trustees,

-- use of Mr. Watkins corporate jet aircraft for
   inappropriate purposes, and

-- a request by a trustee that Mr. Watkins meet and confer
   with a representative of hers who was the subject of an
   active City Hall-related federal bribery investigation.

Detroit Free Press relates that the Police and Fire Retirement
System and the city's General Retirement System invested about
$30.9 million in TradeWinds Airlines in February, through Mr.
Watkins' firm, Watkins Aviation. The pension boards' trustees
approved additional investments into TradeWinds Airlines in April
and May, Detroit Free Press says. Mr. Watkins claimed that the
trustees' attitude toward the investment changed for the worse
after he refused to participate in a "pay-to-play" scheme, the
report states.

The pension funds claimed that the legal proceedings started
because Mr. Watkins missed making a capital contribution in March,
court documents say.

About TradeWinds Airlines

Headquartered at the Triad International Airport in Greensboro,
North Carolina, TradeWinds Airlines LLC -- http://www.tradewinds-
airlines.com/ -- operates A300-B4F freighter aircraft for domestic
and foreign customers. The company has operations at Miami
International Airport and in Puerto Rico.

The airline filed for Chapter 11 protection on July 25, 2008
(Bankr. S. D. Fla. Case No. 08-20394). Scott L. Baena, Esq., at
Bilzin Sumberg Baena Price & Axelrod LLP represents the airline in
its restructuring effort. The airline listed assets of between
$1 million and $10 million, and debts of between $10 million and
$50 million.


TRAINER WORTHAM: S&P Lowers Ratings on Three Classes of Notes
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on three
classes of notes issued by Trainer Wortham First Republic CBO II
Ltd. and placed one of the lowered ratings on CreditWatch with
negative implications.

The downgrades and CreditWatch placement primarily reflect
negative migration in the credit quality of the underlying
collateral.

According to the Sept. 1, 2008, trustee report, 26.24%
($33.61 million) of the total securities in the underlying
collateral pool were rated 'CCC+' or lower.  Although the class A-
1L notes continue to benefit from paydowns due to the failure of
the senior coverage test (the balance has been paid down to
33.10%), the credit quality of the underlying assets has
deteriorated to the point that it no longer supports the previous
'AAA' rating on the notes.

                         Ratings Lowered

Trainer Wortham First Republic CBO II

                    Rating                 Balance (mil. $)
Class       To               From         Original Current*
-----       --               ----         -----------------
A-2L        CC               BB-            23.000   23.000
A-3L        CC               CCC-           10.000   10.838

        Rating Lowered and Placed on Creditwatch Negative

Trainer Wortham First Republic CBO II

                    Rating                 Balance (mil. $)
Class       To               From         Original Current*
-----       --               ----         -----------------
A-1L        BB+/Watch Neg    AAA           295.000   97.636

                    Other Outstanding Ratings

Trainer Wortham First Republic CBO II

                               Balance (mil. $)
Class              Rating   Original       Current*
-----              ------   --------       --------
B-1L               CC          7.600          7.801
Preferred shares   CC         18.000         18.000

  * Current balances are as of Sept. 1, 2008.


TROPICANA ENT: Files Framework for Joint Chapter 11 Plan
--------------------------------------------------------
Tropicana Entertainment LLC and its debtor-affiliates delivered
with the U.S. Bankruptcy Court for the District of Delaware on
Oct. 2, 2008, a proposed framework of a Chapter 11 joint plan of
reorganization.  Parties to the Plan Framework include the
Debtors, the Steering Committee for the Holders of the OpCo Credit
Facility Claims, the Steering Committee for the Holders of the
LandCo Credit Facility Claims, and the Official Committee of
Unsecured Creditors.

The Debtors inform the Court that they will commence discussions
with their key constituents regarding the terms of the plan
following the formulation of the Framework.

Under the Plan Framework, the Debtors intend to submit an
application to the New Jersey Casino Control Commission
requesting control of the "Atlantic City Assets," to be operated
on an integrated basis with the Debtors' other casino and resort
operations, and requisite qualification concerning those assets,
Daniel J. DeFranceschi, Esq., at Richards, Layton & Finger, P.A.,
in Wilmington, Delaware, relates.  The Debtors' Atlantic City
Assets consist of Tropicana Casino and Resort of Atlantic City
and all other assets of Adamar of New Jersey, Inc., including the
stock of Manchester Mall, Inc.  

If the Debtors regain control of the Atlantic City Assets as soon
as reasonably practical, they will file the appropriate Chapter
11 petitions to make the Assets subject to the Bankruptcy Court's
jurisdiction and to make DIP Facility proceeds available for
capital expenditures and other investments in those Assets,
according to Mr. DeFranceschi.

If, after a detailed assessment, the Debtors believe that the re-
commencement of a sale process of the Atlantic City Assets is
appropriate, they will expeditiously provide the Framework
Parties' professionals with a proposed process for marketing and
selling the Assets.  Any sale will be conducted through an
auction in accordance with Section 3693 of the Bankruptcy Code,
Mr. DeFranceschi says.

The Parties agree to a "Clearing Price" of $950,000,000 in cash,
or other amounts as the Framework Parties may otherwise agree, as
the minimum acceptable price for the sale of the Atlantic City
Assets.

Tropicana Atlantic City's state-appointed conservator, former
Supreme Court Justice Gary Stein, recently chose Baltimore-based
The Cordish Company, which developed "The Walk" in Atlantic City,  
as the lead bidder for the casino.  Cordish offered $700,000,000
for the casino.

The Debtors deem Cordish' offer too low.  

The Debtors will continue the marketing and sales process for the
Casino Aztar Evansville as they examine strategic alternatives
with respect to the riverboat casino's ultimate disposition.

The Debtors will also continue to develop and finalize a
comprehensive business plan for their operations, which will form
one of the bases for the Chapter 11 plan.  To the extent
relevant, Mr. DeFranceschi states, the Business Plan will contain
multiple assumed alternatives regarding the Atlantic City Assets
and the Casino Aztar, including sales of either casino.

Mr. DeFranceschi discloses that the Chapter 11 plan will
contemplate the raising of capital, which may be in the form of
one or more new credit facilities on the effective date of the
Chapter 11 plan.  The proceeds of the capital raising will be
used to fund certain cash distributions under the Chapter 11 plan
and for the Reorganized Debtors' post-emergence operations, he
adds.

The Chapter 11 plan will also contemplate the issuance of shares
of common stock in a new parent corporation created to hold the
stock of the Reorganized Debtors, for distribution to certain
holders of Claims and as part of a management or director
incentive program, Mr. DeFranceschi tells the Court.

In general, among other things, the Chapter 11 plan will:

   (a) be consistent with the Business Plan;

   (b) provide that holders of Claims and Interests will receive
       distributions;

   (c) be structured to address tax, corporate, and regulatory
       issues efficiently;

   (d) provide for the discharge of all Claims and Interests;

   (e) confirm the termination of agreements and relationships of
       any kind between the Reorganized Debtors and the Yung
       Entities, to the extent they have not yet been terminated;
       and

   (f) provide for the Debtors' reservation of estate claims and
       causes of action.

The Framework also discusses the proposed treatment of Claims and
Interests in a Chapter 11 plan:

     Claims/Interests           Treatment
     ----------------           ---------
     DIP Facility Claims        Paid in full in cash

     Administrative Claims,     Paid in full in cash
       Priority Claims

     Priority Tax Claims        Paid in accordance with Section
                                1129(a)(9)(C) of the Bankruptcy
                                Code

     Other Secured Claims       Payment in full in cash, or
                                receive collateral in
                                satisfaction of the claim

     OpCo Credit Facility       Paid in full
       Claims

     LandCo Credit Facility     Paid in full
       Claims

     General Unsecured Claims   Cash; pro rata distribution of
                                the New Holding Corporation
                                Common Stock Pool; or a
                                combination

     Yung Interests             Treated as required by Bankruptcy
                                Code and as approved by the Court

     Intercompany Claims        No distributions, provided that
                                the Reorganized Debtors may
                                reinstate these claims

     Convenience Class Claims   Allowed General Unsecured Claim
                                holders who elect to reduce their
                                claims will receive cash in an
                                amount to be determined on
                                account of the claim

A full-text copy of the Proposed Plan Framework is available at
no charge at:

http://bankrupt.com/misc/Tropi_ProposedCh11PlanFrameworkOct2.pdf

                   About Tropicana Entertainment

Based in Crestview Hills, Kentucky, Tropicana Entertainment LLC --
http://www.tropicanacasinos.com/-- is an indirect subsidiary
of Tropicana Casinos and Resorts. The company is one of the
largest privately-held gaming entertainment providers in the
United States. Tropicana Entertainment owns eleven casino
properties in eight distinct gaming markets with premier
properties in Las Vegas, Nevada and Atlantic City, New Jersey.

Tropicana Entertainment LLC filed for Chapter 11 protection on
May 5, 2008, (Bankr. D. Del. Case No. 08-10856).  Its debtor-
affiliates filed for separate Chapter 11 petitions but with no
case numbers assigned yet.  Kirkland & Ellis LLP and Mark D.
Collins, Esq., at Richards Layton & Finger, represent the Debtors
in their restructuring efforts.  Their financial advisor is Lazard
Ltd.  Their notice, claims, and balloting agent is Kurtzman Carson
Consultants LLC.  Epiq Bankruptcy Solutions LLC is the Debtors'
Web site administration agent.  AlixPartners LLP is the Debtors'
restructuring advisor.

Stroock & Stroock & Lavan LLP and Morris Nichols Arsht & Tunnell
LLP represent the Official Committee of Unsecured Creditors in
this case.  Capstone Advisory Group LLC is financial advisor to
the Creditors' Committee.

The Court has extended the Debtors' exclusive period to file a   
plan through and including January 12, 2009, and to solicit votes
on the plan through and including March 13, 2009.

(Tropicana Bankruptcy News, Issue No. 18; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000)


TROPICANA ENT: Wants to Amend DIP Credit Deal with Silver Point
---------------------------------------------------------------
As of Sept. 29, 2008, Tropicana Entertainment LLC and its debtor-
affiliates disclosed that they have drawn roughly $20,000,000
under their DIP Credit Agreement with Silver Point Finance LLC,
as administrative agent and collateral agent, and certain other
lenders.

The Debtors note that since the Petition Date, they have
undertaken a comprehensive evaluation of their operations,
finances, and properties.  As part of the evaluation, the
Debtors' new management team and professional advisors have
reviewed the budget and projections that formed the basis for
the covenants under the DIP Credit Agreement.

In line with that evaluation, the Debtors recently determined
that the budget and projections need to be reconsidered, given
the challenging revenue environment faced by all casino operators
and the impact of the Chapter 11 filing on their operations.  The
Debtors also ascertained that their consolidated EBITDA for the
fiscal months ending May 31, 2008, and June 30, 2008, fell below
the minimum requirements under the DIP Credit Agreement.  

The Debtors' EBITDA situation has resulted in an Event of Default
of the DIP Credit Agreement, Mark D. Collins, Esq., at Richards,
Layton & Finger, P.A., in Wilmington, Delaware, states.  
Accordingly, on Aug. 29, 2008, the Debtors and the DIP Lenders
entered into a forbearance agreement pursuant to which, among
other things, the Debtors acknowledged the existence of the
EBITDA Covenant Default and the DIP Lenders agreed to forbear
from exercising any remedies related to the Default, through and
including October 14, 2008.

Against these backdrop, the Debtors initiated a dialogue with
the DIP Lenders regarding a waiver and amendment to the DIP
Credit Agreement.  By Sept. 23, 2008, the Debtors note that they
completed negotiations with the DIP Lenders on the terms of an
agreement to waive the covenant default and to modify various
covenants to enable the Debtors to be in compliance with the DIP
Credit Agreement on a going-forward basis.

Subject to the satisfaction of certain conditions precedent and
covenants, the DIP Facility Amendment generally provides for
these waivers and modifications:

   (a) Waiver of EBITDA Covenant Default -- The DIP Lenders agree
       to waive the EBITDA Covenant Default under Section 6.10 of
       the DIP Credit Agreement.

   (b) Amended EBITDA Covenant -- The EBITDA covenants in Section
       6.10 of the DIP Credit Agreement will be adjusted to
       reflect the Debtors' current projections.

   (c) Amended Capital Expenditures Amounts -- The Capital
       Expenditures covenants in Section 6.09 of the DIP Credit
       Agreement will be adjusted based on the Debtors' current
       financial projections.

   (d) Increase in Commitment and Mandatory Draw -- Te
       availability under the DIP Credit Facility will be
       increased to $80,000,000.  In addition, the Debtors will
       be required to draw $47,000,000 at the closing, in
       addition to the $20,000,000 already drawn;

   (e) Interest Rate -- Adjusted LIBOR rate, with a floor of
       3.5%, plus 9.75%, or Alternate Base Rate plus, with a
       floor of 5.5%, plus 8.75%.

   (f) 4% on New Money -- The Debtors will pay a 4% fee on the
       additional $13,000,000.

   (g) 3% on Unused Commitment -- The Debtors will pay a 3% fee
       on any unused availability under the DIP Credit Agreement.

   (h) Covenant Compliance -- The Debtors must remain within the
       20% budget.

Under the Amended DIP Credit Agreement, the Debtors are entitled
to make Capital Expenditures not to exceed these amounts, on a
cumulative basis from September 1, 2008, through and including
certain specified dates:

          Month Ending On                      Amount
          ---------------                    ----------
          September 30, 2008                 $7,700,000
          October 31, 2008                  $14,100,000
          November 30, 2008                 $15,900,000
          December 31, 2008                 $17,900,000
          January 31, 2009                  $26,100,000
          February 28, 2009                 $28,900,000
          March 31, 2009                    $31,000,000
          April 30, 2009                    $40,200,000
          May 31, 2009                      $44,900,000
          June 30, 2009                     $46,400,000
          July 31, 2009                     $47,500,000
          August 31, 2009                   $49,100,000

The Amended DIP Credit Agreement also provides that for any
three-month period, Debtor Tropicana Entertainment Intermediate
Holdings, LLC's Consolidated EBITDA may be less than these
amounts on the last day of any fiscal month:

          Month Ending On               Consolidated EBITDA
          ---------------               -------------------
          October 31, 2008                   $6,800,000
          November 30, 2008                  $3,000,000
          December 31, 2008                  $2,400,000
          January 31, 2009                   $5,500,000
          February 28, 2009                 $10,300,000
          March 31, 2009                    $14,000,000
          April 30, 2009                    $13,000,000
          May 31, 2009                      $10,500,000
          June 30, 2009                      $7,600,000
          July 31, 2009                      $9,600,000
          August 31, 2009                   $10,900,000

In connection with the DIP Amendment, the Debtors have agreed to
pay a 2.25% fee or roughly $1,675,000 to the DIP Lenders.

Mr. Collins informs the Court that no other financial institution
would consider providing a replacement postpetition financing
facility on better terms than were offered or available under the
DIP Amendment.  Ultimately, the DIP Lenders agreed to
significantly reduce their original fee request, he says.

Failure to enter into the DIP Amendment would deprive the Debtors
of those waiver, protections, additional availability, and
concomitant operational and financial benefits, and would
severely undermine the Debtors' reorganization efforts, Mr.
Collins asserts.

The current DIP Loan modifications proposed by the Debtors is the
second amendment to the DIP Credit Agreement.

A full-text copy of the DIP Facility Amendment No. 2 is available
for free at http://bankrupt.com/misc/Tropi_DIPAmendment.pdf

By this motion, the Debtors seek the Court's authority to enter
into the most recent amendments of the DIP Credit Agreement and
to pay certain related fees and expenses.

                   About Tropicana Entertainment

Based in Crestview Hills, Kentucky, Tropicana Entertainment LLC --
http://www.tropicanacasinos.com/-- is an indirect subsidiary
of Tropicana Casinos and Resorts. The company is one of the
largest privately-held gaming entertainment providers in the
United States. Tropicana Entertainment owns eleven casino
properties in eight distinct gaming markets with premier
properties in Las Vegas, Nevada and Atlantic City, New Jersey.

Tropicana Entertainment LLC filed for Chapter 11 protection on
May 5, 2008, (Bankr. D. Del. Case No. 08-10856).  Its debtor-
affiliates filed for separate Chapter 11 petitions but with no
case numbers assigned yet.  Kirkland & Ellis LLP and Mark D.
Collins, Esq., at Richards Layton & Finger, represent the Debtors
in their restructuring efforts.  Their financial advisor is Lazard
Ltd.  Their notice, claims, and balloting agent is Kurtzman Carson
Consultants LLC.  Epiq Bankruptcy Solutions LLC is the Debtors'
Web site administration agent.  AlixPartners LLP is the Debtors'
restructuring advisor.

Stroock & Stroock & Lavan LLP and Morris Nichols Arsht & Tunnell
LLP represent the Official Committee of Unsecured Creditors in
this case.  Capstone Advisory Group LLC is financial advisor to
the Creditors' Committee.

The Court has extended the Debtors' exclusive period to file a   
plan through and including January 12, 2009, and to solicit votes
on the plan through and including March 13, 2009.

(Tropicana Bankruptcy News, Issue No. 18; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000)


TRW AUTOMOTIVE: S&P Puts Neg. Watch on Weakening Europe Production
------------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on Livonia,
Michigan-based TRW Automotive Inc. on CreditWatch with negative
implications.  The CreditWatch reflects the rapidly weakening
outlook for light-vehicle production in Europe, TRW's largest
market, and ongoing challenges in an already weak North American
market.  The company said it expects a loss in the third quarter,
including restructuring charges.  TRW also withdrew its full-year
2008 sales and earnings guidance, citing lower future production
in Europe and North America and increased commodity costs.  The
company intends to provide 2008 guidance when it reports third
quarter results.

"Although TRW's credit profile, including liquidity, has been
consistent with the current rating, we believe the outlook for the
U.S., and particularly European, auto markets is increasingly
grim," said Standard & Poor's credit analyst Nancy Messer.  This
trend could pressure TRW's results sufficiently to warrant a
downgrade.  But S&P believes the company's liquidity, even
accounting for the worsening environment, is adequate.
     
One reason for a downgrade would be if S&P believed free operating
cash flow was turning consistently negative, or if adjusted debt
to EBITDA were exceeding 3.5x on a sustained basis.  S&P estimates
that either could occur, if for example, EBITDA fell about 15%
from trailing-12-month June 2008 levels.  Worsening global
industry conditions would be the most likely cause of such a
decline.  Failure to offset price and commodity cost pressures
with cost savings and operating efficiencies could be a
contributing factor.

TRW is one of the world's 10 largest manufacturers of original
equipment automotive parts and designs, and it manufactures active
and passive safety-related products.  TRW generates nearly 70% of
its sales outside North America.  Its largest customer, Volkswagen
AG, provided 17% of 2007 sales.  Combined sales to the challenged
Michigan-based automakers in North America accounted for 22% of
TRW's consolidated revenues in 2007.  The company has strong
technical capabilities in the safety-related product segment, with
such content per vehicle expanding because of regulation and
consumer preference.
     
Still, the industry is very challenging.  The Western European
market for new passenger cars is slipping rapidly as signs of
lower consumer spending appear.  North American OE production
volumes are already very weak, and S&P expects U.S. sales of new
light vehicles to decline to 14 million units this year, the
lowest level in about 15 years, a 19% decline from the peak of
17.2 million units in 2000.  S&P does not expect any significant
recovery in 2009.  Industry participants in the U.S. and Europe,
including TRW, are exposed, in varying degrees, to cost increases
for steel and other raw materials, which they can rarely recover
in full from customers.

In addition, product mix has been unfavorable in 2008, as U.S.
consumers have shifted to sedans from SUVs and even crossover
utility vehicles, which typically carry more supplier content.


WACHOVIA CORP: Faces 1031 Tax Group Suit for Fraudulent Transfers
-----------------------------------------------------------------
Bloomberg's Erik Larson reported Tuesday that the bankruptcy
trustee appointed in the chapter 11 cases of 1031 Tax Group LLC
has sued Wachovia Corp. for $140 million for aiding former 1031
Tax Group CEO Edward Okun in transferring $240 million in real
estate sale proceeds held by it to "inappropriate" accounts before
the collapse of the tax firm and Mr. Okun's arrest.  The complaint
was filed filed Oct. 3 in U.S. Bankruptcy Court in New York,
alleging unjust enrichment and breach of contract.

Five Wachovia units knew "[Mr.] Okun was misappropriating funds
from the 1031 debtors," the company's bankruptcy trustee, Gerard
McHale, said in the complaint.  "Nonetheless, they continued to
carry on business as usual with [Mr.] Okun."  According to the
complaint, "The 'like-kind' or '1031 exchange' lets people sell an
investment property and then buy a similar one within six months,
indefinitely deferring capital gains taxes."

According to Bloomberg, the suit alleged that Mr. Okun loaned
customer funds to "two of his other businesses, Investment
Properties of America and Okun Holdings".

1031 Tax Group folded when it failed to return $151 million of
funds it held for more than 300 of its clients, Bloomberg says.

According to Bloomberg, the bankruptcy trustee said Wachovia was
aware of the alleged fraud, and that Wachovia also transferred
money to its own accounts which it used to repay its loans.

"Wachovia was entwined in all aspects of the 1031 debtors'
operations, [Mr.] Okun's personal finances and Okun's other
businesses," according to the complaint.

Mr. Okun is currently in jail after being indicted for wire and
mail fraud in March, according to Bloomberg.  A trial has been set
for Jan. 19 in the U.S. District Court in Richmond, Va.  

Bloomberg says that 1031 Tax Group sued Mr. Okun last month for
stealing $5.1 million from the company to purchase a six-bedroom
home in New Hampshire.

                       About 1031 Tax Group

Headquartered in Richmond, Virginia, The 1031 Tax Group LLC --
http://www.ixg1031.com/-- is a privately held consolidated group
of qualified intermediaries created to serve real property
exchanges under Section 1031 of the Internal Revenue Code.  The
company and 15 of its affiliates filed for Chapter 11 protection
on May 14, 2007 (Bankr. S.D.N.Y. Case No. 07-11447 through
07-11462).  Paul Traub, Esq., Norman N. Kinel, Esq., and Steven E.
Fox, Esq., at Dreier LLP, represent the Debtors in their
restructuring efforts.  Thomas J. Weber, Esq., Melanie L.
Cyganowski, Esq., and Allen G. Kadish, Esq., at Greenberg Traurig,
LLP, represent the Official Committee of Unsecured Creditors.  As
of Sept. 30, 2007, the Debtors had total assets of $164,231,012
and total liabilities of $168,126,294, resulting in a total
stockholders' deficit of $3,895,282.

                    About Wachovia Corporation

Based in Charlotte, North Carolina, Wachovia Corporation (NYSE:WB)
-- http://www.wachovia.com/-- is one of the nation's diversified  
financial services companies, with assets of $812.4 billion at
June 30, 2008.  Wachovia provides a broad range of retail banking
and brokerage, asset and wealth management, and corporate and
investment banking products and services to customers through
3,300 retail financial centers in 21 states from Connecticut to
Florida and west to Texas and California, and nationwide retail
brokerage, mortgage lending and auto finance businesses.  Clients
are served in selected corporate and institutional sectors and
through more than 40 international offices.  Its retail brokerage
operations under the Wachovia Securities brand name manage more
than $1.1 trillion in client assets through 18,600 registered
representatives in 1,500 offices nationwide.  Online banking is
available at wachovia.com; online brokerage products and services
at wachoviasec.com; and investment products and services at
evergreeninvestments.com.

Wachovia is exposed to large mortgage losses as a result of its
2006 purchase of mortgage lender Golden West Financial Corp.,
according to The Wall Street Journal.  The company, WSJ stated,
now believes total losses for Golden West's payment option loan
portfolio could eventually reach 12%, up from previous forecasts.

Wachovia has lowered its second-quarter results to account for a
possible legal settlement.  Wachovia said its second-quarter net
loss will be $9.11 billion instead of $8.86 billion.  It has
disclosed a $500 million pretax increase to legal reserves.
Wachovia has also disclosed plans to lay off 6,950 people to
reduce expenses.  

As reported in the Troubled Company Reporter on Oct. 8, 2008,
Fitch has upgraded Wachovia's IDR to 'A+' from 'BB-' and placed it
on Rating Watch Positive, along with the 'A+' senior debt of
Wachovia and subsidiaries, following Wells Fargo & Company's
definitive agreement to acquire Wachovia Corporation and
subsidiaries.

As reported in the Troubled Company Reporter on Oct. 2, 2008,
Moody's Investors Service lowered Wachovia Corporation's preferred
stock rating to Ba3 from A3 and placed it under review with
direction uncertain.  

As reported in the Troubled Company Reporter on Oct. 1, 2008,
Standard & Poor's Ratings Services placed all its ratings on
Wachovia Corp. and Wachovia Bank on CreditWatch with negative
implications.  S&P also lowered its DRD Series J and K
and convertible preferred stock Series L ratings on Wachovia
Corporation to 'BB' from 'A-', as these securities will not be
acquired and will continue to reside with the new Wachovia.


WCI COMMUNITIES: Wants Supplemental Home Warranty Insurance Ok'd
----------------------------------------------------------------
WCI Communities Inc. and its debtor-affiliates ask the United
States Bankruptcy Court for the District of Delaware to enter into
a supplemental home warranty insurance policy with Residential
Warranty Company and Western Pacific Mutual Insurance Company or
the "Supplemental Insurers."

The Debtors earned and long enjoyed the reputation of being a
high-end, high-quality home builder.  The Debtors relate that the
public's view of them has been maintained and reinforced by,
among other things, their warranty programs.  Under those
Programs, the Debtors stand behind the quality of their product
by providing for repair of material defects in workmanship or
materials for specified periods of time after a home or
condominium unit is sold.

"Indeed, [the Debtors] believe that all the decision of many of
its customers to purchase a WCI home is based at least in part of
the strength of its Home Warranty Programs," Jeffrey M. Schlerf,
Esq., at Bayard P.A., in Wilmington, Delaware, contends.

Before commencing the Chapter 11 cases, the Debtors recognized
that the publicity surrounding an "in court" reorganization
process may undermine the public's confidence in their ability to
perform their obligations under the Home Warranty Programs,
potentially adversely impacting their ability to continue selling
homes and condominium units.

Mr. Schlerf tells the Court that the Debtors' Chapter 11
activities include the solicitation of proposals from several
insurers regarding the terms on which they would backstop the
Debtors' ongoing warranty obligations with respect to new home
and condominium sales contracts entered into during the pendency
of the Chapter 11 cases.  Based on a review and assessment of the
proposals made and subsequent negotiations, the Debtors
ultimately determined that the proposed Supplemental Policy
submitted by the Supplemental Insurers is best suited to their
needs and requirements.

Under the Supplemental Policy, RWC, as warranty administrator,
and WPM would guarantee the Debtors' obligations under the Home
Warranty Programs with respect to certain latent and material
home defects, including structural, mechanical and electrical
damage up to the full purchase price of the home.  

Under the terms of the Supplemental Policy, all homes and
condominium units selected by the Debtors for coverage must be
enrolled before the completion of construction unless certain
enumerated exceptions set forth in the Supplemental Policy is
met.  At this time, the Debtors say they intend to cover only
contracts entered into with new homebuyers after the date the
Court grants their Motion.  However, if deemed necessary, the
Debtors aver they may extend coverage to contracts entered into
with new homebuyers after the Petition Date, provided the homes
of condo units have not closed and are unoccupied.

The Debtors are required to address all costs and administration
duties of warranty repairs within the first two years of the
Supplemental Policy:

   * The Debtors estimate that the Supplemental Policy will cost
     them $1,281,667, which is 0.49% of the total projected
     closing value of $263,000,000 of the 493 closings that they
     anticipate will occur within the next 12 months.  

   * The cost basis is $3 per $1,000 of closing value and $1,000
     per closed unit for contribution to the loss fund escrow
     account.

   * The Debtors' total cost estimate includes an administrative
     warranty fee of $788,667 and a total deposit in the loss
     fund escrow account of $493,000.  

The deposit in the loss fund escrow account will provide a source
of funds for the Supplemental Insurers to use to offset any
losses resulting solely from the Debtors' non-performance or
default of their obligations, Mr. Schlerf points out.

If the Debtors fully perform their obligations and do not
default, the funds in the Loss Fund Escrow Account will be
returned to the Debtors 25 months after the closing of the final
unit during the coverage period, Mr. Schlerf notes.

A full-text copy of the Supplemental Policy is available for free
at http://ResearchArchives.com/t/s?33a1

                      About WCI Communities

Headquartered in Bonita Springs, Florida, WCI Communities, Inc. --
http://www.wcicommunities.com/-- is a fully integrated       
homebuilding and real estate services company.  It has operations
in Florida, New York, New Jersey, Connecticut, Massachusetts,
Virginia and Maryland.  The company directly employs roughly 1,800
people, as well as roughly 1,800 sales representatives as
independent contract employees.

The company and 126 of its affiliates filed for Chapter 11
protection on Aug. 4, 2008 (Bankr. D. Del. Lead Case No. 08-11643
through 08-11770).  Thomas E. Lauria, Esq., Frank L. Eaton, Esq.,
Linda M. Leali, Esq., at White & Case LLP, in Miami, Florida.  
Eric Michael Sutty, Esq., and Jeffrey M. Schlerf, Esq., at Bayard,
P.A, are the Debtors' local bankruptcy counsel.  Lazard Freres &
Co. represents the Debtors as financial advisors.  The Debtors
selected Epiq Bankruptcy Solutions LLC as their claims & notice
agent.  The U.S. Trustee for Region 3 appointed five creditors to
serve on an Official Committee of Unsecured Creditors.  Daniel H.
Golden, Esq., Lisa Beckerman, Esq., and Philip C. Dublin, Esq.,
at Akin Gump Strauss Hauer & Feld LLP, and Laura Davis Jones,
Esq., Michael R. Seidl, Esq., and Timothy P. Cairns, Esq., at
Pachulski Stang Ziehl & Jones LLP, represent the Committee in
these cases.  When the Debtors filed for protection from their
creditors, they listed total assets of $2,178,179,000 and total
debts of $1,915,034,000.

(WCI Communities Bankruptcy News, Bankruptcy Creditors' Service
Inc.; http://bankrupt.com/newsstand/or 215/945-7000).   


WCI COMMUNITIES: Asks Court to Extend Removal Period to June 2
--------------------------------------------------------------
WCI Communities Inc. and its debtor-affiliates ask the United
States Bankruptcy Court for the District of Delaware to extend the
time period within which they may file notices of removal with
respect to any action pending on the Petition Date through and
including the later of:

   (a) June 2, 2009; or

   (b) 30 days after entry of an order terminating the automatic
       stay with respect to any particular action sought to be
       removed.

The Debtors further seek that the Removal Period Order be without
prejudice to (i) any position they may take regarding whether
Section 362 of the Bankruptcy Code applies to stay any civil
proceedings; and (b) their right to seek further extensions of
the Removal Periods.

The Court will convene a hearing on October 22, 2008, to consider
the Debtors' request.

As of the Petition Date, the Debtors were parties to numerous
actions pending in multiple courts and tribunals.  The Debtors
relate that they are defendants in more than 170 prepetition
civil lawsuits, which are at various stages of litigation and
pending in numerous jurisdictions across the country.

Jeffrey M. Schlerf, Esq., at Bayard P.A., in Wilmington,
Delaware, tells the Court that as a result of the considerable
time and attention that has been required to initiate the
Debtors' Chapter 11 proceedings and to operate the Debtors'
businesses during the weeks since the Petition Date, the Debtors,
their management and employees, and their professionals have not
had sufficient time to investigate fully the existence of any and
all pending Actions or to evaluate completely the merits of
removing the Actions.

Section 1452 of the Bankruptcy Code and Rule 9027 of the Federal
Rules of Bankruptcy Procedure govern the removal of pending civil
actions.  Section 1452(a) provides that "a party may remove a
claim or cause of action in a civil action other than a
proceeding before the U.S. Tax court or a civil action by a
governmental unit to enforce such governmental unit's police or
regulatory power, to the district court for the district where
such civil action is pending. . . . "

Thus, the current deadline for the Debtors' Removal Period is
November 3, 2008.

Rule 9027(a)(2) further provides that "if the claim or cause of
action in a civil action is pending when a case under the
[Bankruptcy] Code is commenced, a notice of removal may be filed
only within the longest of (A) 90 days after the order for relief
in the case under the Code, (B) 30 days after entry of an order
terminating a stay, if the claim or cause of action in a civil
action has been stayed under Section 362 of the Code, or (C) 30
days after a trustee qualifies a chapter 11 reorganization case
but not later than 180 days after the order for relief."

Mr. Schlerf asserts that cause exists to remove the Removal
Period and provide the Debtors with additional time to ascertain
whether the Actions should be removed.  He points out that:

   -- The Debtors were parties to numerous Actions pending in
      multiple courts and tribunals;

   -- During the Removal Period, the Debtors have been focusing
      on various critical issues, including preparation of their
      schedules and statements of financial affairs, preliminary
      analysis of the Actions, obtaining DIP financing,
      responding to requests for relief from the automatic stay,
      assessing the rejection and assumption of executory
      contracts and unexpired leases, and working with their
      professionals to begin formulation of a business plan that
      will form the basis for a Chapter 11 plan.

                      About WCI Communities

Headquartered in Bonita Springs, Florida, WCI Communities, Inc. --
http://www.wcicommunities.com/-- is a fully integrated       
homebuilding and real estate services company.  It has operations
in Florida, New York, New Jersey, Connecticut, Massachusetts,
Virginia and Maryland.  The company directly employs roughly 1,800
people, as well as roughly 1,800 sales representatives as
independent contract employees.

The company and 126 of its affiliates filed for Chapter 11
protection on Aug. 4, 2008 (Bankr. D. Del. Lead Case No. 08-11643
through 08-11770).  Thomas E. Lauria, Esq., Frank L. Eaton, Esq.,
Linda M. Leali, Esq., at White & Case LLP, in Miami, Florida.  
Eric Michael Sutty, Esq., and Jeffrey M. Schlerf, Esq., at Bayard,
P.A, are the Debtors' local bankruptcy counsel.  Lazard Freres &
Co. represents the Debtors as financial advisors.  The Debtors
selected Epiq Bankruptcy Solutions LLC as their claims & notice
agent.  The U.S. Trustee for Region 3 appointed five creditors to
serve on an Official Committee of Unsecured Creditors.  Daniel H.
Golden, Esq., Lisa Beckerman, Esq., and Philip C. Dublin, Esq.,
at Akin Gump Strauss Hauer & Feld LLP, and Laura Davis Jones,
Esq., Michael R. Seidl, Esq., and Timothy P. Cairns, Esq., at
Pachulski Stang Ziehl & Jones LLP, represent the Committee in
these cases.  When the Debtors filed for protection from their
creditors, they listed total assets of $2,178,179,000 and total
debts of $1,915,034,000.

(WCI Communities Bankruptcy News, Bankruptcy Creditors' Service
Inc.; http://bankrupt.com/newsstand/or 215/945-7000).   


WCI COMMUNITIES: To Increase Claimants' Lien Cap to $20.5 Million
-----------------------------------------------------------------
WCI Communities Inc. and its debtor-affiliates ask the United
States Bankruptcy Court for the District of Delaware to amend the
Prepetition Lien Claim Payment Procedures Order to increase the
cap on authorized payments to lien claimants to $20,500,000.

After a hearing on August 5, 2008, the Court authorized the
Debtors to pay lien claims in accordance with Lien Claim
Procedures in an aggregate amount not to exceed $15,300,000.  The
Court's Order was without prejudice to the Debtors seeking
further relief to increase the Original Lien Cap.

The Debtors disclose that as of September 29, 2008, they have
paid $6,216,742 to Lien Claimants, with most of the payments
having been made to permit the Debtors to close on sales of homes
and condominium units.  Another $9,000,000 of Potential Lien
Claims is currently being considered and analyzed for payment in
the near term, the Debtors note.  Thus, the Debtors anticipate
exceeding the $15,300,000 Original Lien Cap of by early to mid-
November.

Since entry of the Lien Claims Order, the Debtors tell the Court
that they have expended significant time and effort thoroughly
vetting the prepetition open accounts payable and open purchase
orders in an attempt to determine a totality of valid prepetition
obligations.  They also undertook an exhaustive process of
determining which individual Lien Claimants hold, or could hold,
valid Lien Claims based on applicable law.

The Debtors determined the appropriateness and timing of
potential payments based on, among other things, whether the Lien
Claims:

   (a) absolutely had to be paid or could be deferred or avoided;

   (b) are directly related to capturing immediate cash flow;

   (c) are connected with the completion of construction of homes
       over the next several months; or

   (d) are connected with the completion of community amenities
       critical to the marketing and selling of current home
       inventory.

Based on the Analysis, the Debtors ascertain that they need to
increase the Original Lien Cap by $5,200,000.

By increasing the Lien Cap, the Debtors reason that they will be
able to resolve the Lien Claims on 127 homes and 19 tower units
that are currently under contract to be sold, 292 homes that are
already built or near completion that have not been sold, and 486
tower units that are already built or near completion that have
not been sold.  The Debtors note that the estimated revenue from
the sale of the homes and tower units exceed $700,000,000.

             September 2008 Vendor Claim Payments

In accordance with the Court-approved vendor claim payment
procedures, the Debtors paid an aggregate of $6,099,571 on
account of certain prepetition claims of lien claimants and
$1,441 on account of certain prepetition vendor claims during
the month of September 2008.

A list of the Sept. 2008 Vendor Claim Payments is available for
free at http://ResearchArchives.com/t/s?33a1

                      About WCI Communities

Headquartered in Bonita Springs, Florida, WCI Communities, Inc. --
http://www.wcicommunities.com/-- is a fully integrated       
homebuilding and real estate services company.  It has operations
in Florida, New York, New Jersey, Connecticut, Massachusetts,
Virginia and Maryland.  The company directly employs roughly 1,800
people, as well as roughly 1,800 sales representatives as
independent contract employees.

The company and 126 of its affiliates filed for Chapter 11
protection on Aug. 4, 2008 (Bankr. D. Del. Lead Case No. 08-11643
through 08-11770).  Thomas E. Lauria, Esq., Frank L. Eaton, Esq.,
Linda M. Leali, Esq., at White & Case LLP, in Miami, Florida.  
Eric Michael Sutty, Esq., and Jeffrey M. Schlerf, Esq., at Bayard,
P.A, are the Debtors' local bankruptcy counsel.  Lazard Freres &
Co. represents the Debtors as financial advisors.  The Debtors
selected Epiq Bankruptcy Solutions LLC as their claims & notice
agent.  The U.S. Trustee for Region 3 appointed five creditors to
serve on an Official Committee of Unsecured Creditors.  Daniel H.
Golden, Esq., Lisa Beckerman, Esq., and Philip C. Dublin, Esq.,
at Akin Gump Strauss Hauer & Feld LLP, and Laura Davis Jones,
Esq., Michael R. Seidl, Esq., and Timothy P. Cairns, Esq., at
Pachulski Stang Ziehl & Jones LLP, represent the Committee in
these cases.  When the Debtors filed for protection from their
creditors, they listed total assets of $2,178,179,000 and total
debts of $1,915,034,000.

(WCI Communities Bankruptcy News, Bankruptcy Creditors' Service
Inc.; http://bankrupt.com/newsstand/or 215/945-7000).   


WCI COMMUNITIES: Panel Taps Houlihan Lokey as Financial Advisor
---------------------------------------------------------------
The Official Committee of Unsecured Creditors of WCI Communities
Inc. and its debtor-affiliates ask the United States Bankruptcy
Court for the District of Delaware to retain Houlihan Lokey
Howard & Zukin Capital, Inc., as its financial advisor and
investment banker.

Houlihan Lokey is a nationally recognized investment banking and
financial advisory firm with 13 offices worldwide and more than
800 professionals.  It provides investment banking and financial
advisory services and execution capabilities in a variety of
areas, including financial restructuring.

The Committee recognizes that Houlihan Lokey has served as
financial advisor in some of the largest and most complex
restructuring matters in the United States, including serving as
the financial advisor to certain debtors in the Chapter 11
proceedings of, among others, Buffets Holdings, Inc., XO
Communications, Inc., NII Holdings, Inc. (Nextel International),
Covad Communications, Inc., Leiner Health Products, Inc., Propex
Inc., World Health Alternatives, Inc., Kimball Hill, Inc.,
andAmeriServe Food Distribution, Inc.  The firm has also served
as financial advisor to the official creditors' committees in the
Chapter 11 proceedings of Worldcom, Inc., Enron Corp., Williams
Communications Group, Inc., Refco Inc, Mirant Corp. and Kaiser
Aluminum Corporation.

In light of the size and complexity of the Debtors' cases, the
Committee says it requires the services of a seasoned and
experience advisor and one that is familiar with the Debtors'
business operations and the Chapter 11 process.  The Committee
believes that Houlihan Lokey is well-qualified to provide it
services in a cost-effective, efficient, and timely manner.

Specifically, the Committee needs Houlihan Lokey to:

   (a) analyze the Debtors' business plans and forecasts;

   (b) evaluate the Debtors' assets and liabilities;

   (c) assess financial issues and options concerning (i) the
       sale of the Debtors, either in whole or in part, and (ii)
       the Debtors' Chapter 11 plan of reorganization or any
       other Chapter 11 plan;

   (d) analyze and review the Debtors' financial and operating
       statements;

   (e) assist in the determination of an appropriate capital
       structure for the Debtors;

   (f) assist with a review of any Debtor proposed key employee
       incentive or other similar retention plan;

   (g) analyze strategic alternatives available to the Debtors;

   (h) evaluate the Debtors' debt capacity in light of their
       projected cash flows;

   (i) assist in the review of claims;

   (j) assist it in analyzing any DIP and exit financing
       proposals;

   (k) represent the Committee in negotiations with the Debtors
       and third parties;

   (l) provide financial analyses;
                                      
   (m) provide testimony in Court on behalf of the Committee, if
       necessary; and

   (n) provide any other financial advisory and investment
       banking services as may be agreed upon by Houlihan Lokey
       and the Committee.

The Committee tells the Court that Houlihan Lokey has been
providing critical services to it as of August 15, 2008.  Those
services include reviewing extensive operating information,
meeting with the Debtors' management, analyzing various issues
confronting the Debtors, and communicating to the Committee
regarding similar matters.

For its services, Houlihan will be paid a $175,000 monthly fee.  
The firm will also be entitled to a restructuring fee equal to
$3,000,000 upon the confirmation of any Chapter 11 plan.

Houlihan will be reimbursed for reasonable out-of-pocket expenses
it incurs from time to time in connection with its services,  
promptly after invoicing the Debtors.

The Debtors will indemnify and hold Houlihan Lokey harmless from
and against any and all losses, claims, damages or liabilities in
connection with the firm's engagement, except to the extent they
arise as a result of any gross negligence or willful misconduct
on the part of Houlihan Lokey in the performance of its services.

David R. Hilty, a managing director of Houlihan Lokey, assures
the Court that his firm is a "disinterested person" as the term
is defined under Section 101(14) of the Bankruptcy Code.  Mr.
Hilty maintains that none of Houlihan Lokey's officers,
directors, managers, members, partners, and employees:

   -- is a creditor, an equity security holder, or an insider of
      the Debtors;

   -- is or was, within two years before the date of the filing
      of the petition, a director, officer, or employee of the
      Debtors; and

   -- has an interest materially adverse to the interest of the
      estates of any class of creditors or equity security
      holders, by reason of any direct or indirect relationship
      to, connection with or interest in the Debtors or for any
      other reason.

                      About WCI Communities

Headquartered in Bonita Springs, Florida, WCI Communities, Inc. --
http://www.wcicommunities.com/-- is a fully integrated       
homebuilding and real estate services company.  It has operations
in Florida, New York, New Jersey, Connecticut, Massachusetts,
Virginia and Maryland.  The company directly employs roughly 1,800
people, as well as roughly 1,800 sales representatives as
independent contract employees.

The company and 126 of its affiliates filed for Chapter 11
protection on Aug. 4, 2008 (Bankr. D. Del. Lead Case No. 08-11643
through 08-11770).  Thomas E. Lauria, Esq., Frank L. Eaton, Esq.,
Linda M. Leali, Esq., at White & Case LLP, in Miami, Florida.  
Eric Michael Sutty, Esq., and Jeffrey M. Schlerf, Esq., at Bayard,
P.A, are the Debtors' local bankruptcy counsel.  Lazard Freres &
Co. represents the Debtors as financial advisors.  The Debtors
selected Epiq Bankruptcy Solutions LLC as their claims & notice
agent.  The U.S. Trustee for Region 3 appointed five creditors to
serve on an Official Committee of Unsecured Creditors.  Daniel H.
Golden, Esq., Lisa Beckerman, Esq., and Philip C. Dublin, Esq.,
at Akin Gump Strauss Hauer & Feld LLP, and Laura Davis Jones,
Esq., Michael R. Seidl, Esq., and Timothy P. Cairns, Esq., at
Pachulski Stang Ziehl & Jones LLP, represent the Committee in
these cases.  When the Debtors filed for protection from their
creditors, they listed total assets of $2,178,179,000 and total
debts of $1,915,034,000.

(WCI Communities Bankruptcy News, Bankruptcy Creditors' Service
Inc.; http://bankrupt.com/newsstand/or 215/945-7000).   


WASHINGTON MUTUAL: Fitch to Withdraw Ratings in 30 Days
-------------------------------------------------------
Following Washington Mutual, Inc.'s filing of Chapter 11
bankruptcy, Fitch has downgraded the Issuer Default Ratings to 'D'
and removed them from Rating Watch Negative.  Fitch will withdraw
the ratings of WM in approximately 30 days.

In addition, Fitch has assigned recovery ratings to various WM
obligations.  Creditors of Washington Mutual Bank are dependent
upon the FDIC, acting as receiver, for any potential recovery.  
Aside from the $1.9 billion payment that the FDIC received from
JPMorgan Chase for WMB's banking operations, the value of any
other assets remaining in the estate remains unclear.  As a
result, Fitch has assigned a recovery rating of 'RR5' to the
approximately $10 billion most senior obligations of the bank.

WM had cash of approximately $5 billion when the bank was closed.  
Those funds had been placed in deposits of Washington Mutual Bank,
fsb.  WM is still in the process of confirming the status of those
deposit funds.  Fitch has assumed that ultimately those funds will
be returned to WM, although considerable uncertainty remains.  
Assuming these funds are returned, senior creditors could see a
significant recovery.  Senior debt outstanding totals
approximately $4.9 billion.  Fitch assigned a Recovery Rating of
'RR4' to WM's senior debt and 'RR6' to subordinated debt and
preferred stock.

Washington Mutual Inc.
  -- Long-term IDR to 'D' from 'C';
  -- Short-term IDR to 'D' from 'C';
  -- Individual to 'F' from 'E';
  -- Short-term debt to 'D' from 'C';
  -- Senior debt to 'D/RR4' from 'C';
  -- Subordinated debt to 'D/RR6' from 'C';
  -- Preferred stock to 'D/RR6' from 'C'.

Washington Mutual Bank
  -- Senior debt to 'D/RR5' from 'C';
  -- Subordinated debt to 'D/RR6' from 'C'.

Bank United FSB
  -- Subordinated debt to 'D' from 'C'.

Bank United Corp.
  -- Subordinated debt to 'D' from 'C'.

Providian Financial Corp
  -- Senior debt to 'D' from 'C'.

Washington Mutual Preferred Funding (Cayman) I Ltd.
Washington Mutual Preferred Funding Trust I (Delaware)
Washington Mutual Preferred Funding Trust II
Washington Mutual Preferred Funding Trust III
Washington Mutual Preferred Funding Trust IV
  -- REIT Preferred to 'D' from 'C'.

Washington Mutual Capital I
Providian Capital I
  -- Trust Preferred to 'D' from 'C'.

The following ratings are withdrawn:
Washington Mutual Inc.
  -- Support (formerly at '5');
  -- Support Floor (formerly at 'NF').


WESBURY UNITED: Fitch Holds 'BB+' Rating on $13.1MM Revenue Bonds
-----------------------------------------------------------------
Fitch Ratings has affirmed the 'BB+' rating on the outstanding
$13.1 million Crawford County (Pennsylvania) Hospital Authority
senior living facilities revenue bonds, (Wesbury United Methodist
Obligated Group Issue), series 1999.  The Rating Outlook is
Stable.

The 'BB+' affirmation reflects Wesbury's consistent operating
profitability since fiscal 2004, modest debt burden, and improved
occupancy through December 2007.  Wesbury's profitability stems
from the organization's overall census gains in its nursing
facilities and continued focus on controlling expenses, while
maintaining consistent reimbursement rates from Medicaid.  In
fiscal 2007 and through the six month interim period ended June
30, 2008, Wesbury generated excess margins of 2.3% and 6.2%
respectively as compared to the 2007 'BBB' median of 4.8%.

Wesbury's debt burden is light with maximum annual debt service as
percentage of revenue of just 4.7% leading to solid coverage of
MADS of 2.7 times through six month interim period.  Occupancy in
Wesbury's independent living and skilled nursing units averaged
95.3% and 94.1%, respectively through June 30, 2008.  Occupancy in
the assisted living facility has improved to 84% in 2008 from
81.6% in fiscal 2006.

Credit concerns remain Wesbury's high exposure to Medicaid payors
and light liquidity relative to expenses.  In fiscal 2007,
Medicaid payors represented approximately 60% of total revenues in
the nursing units, which exposes Wesbury to changes in
reimbursement rates and methodology.  As of June 30, 2008
unrestricted cash and investments totaled $8.5 million, which
translated into 151 days cash on hand, a cushion ratio of 7.6x,
and cash to debt of 66%.

The Stable Rating Outlook reflects Fitch's expectation that
Wesbury will continue the positive operating performance
consistent with historical levels.

Wesbury United Methodist Community is a Type B continuing care
retirement community with 62 independent living villas, 16
independent living apartments, 103 assisted living beds, 210
skilled nursing beds, and a free standing 37-bed assisted living
facility located in Meadville, Pennsylvania.  Wesbury covenants to
provide audited annual financial statements and quarterly
unaudited financials to bondholders and the Trustee.  Fitch notes
that disclosure by Wesbury has been timely and has also included
utilization statistics and a management discussion and analysis.


WM WRIGLEY: S&P Slashes Corp. Credit to 'BB+'; Removes Neg. Watch
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Chicago, Illinois-based Wm. Wrigley Jr. Co. to 'BB+'
from 'A+', and withdrew its 'A-1' short-term corporate credit and
commercial paper ratings.  In addition, S&P lowered the senior
unsecured rating to 'BB+' from 'A+', and assigned a recovery
rating of '3', indicating the expectation for meaningful recovery
in the event of a payment default.  

S&P removed all ratings on the company from CreditWatch with
negative implications, where it had placed them on April 28, 2008,
following the announcement that Mars Inc. would merge with Wrigley
in a partially debt-financed transaction valued at about
$23 billion.  The outlook is stable.  Total debt at Wrigley was
about $1.3 billion at June 30, 2008 (and $10 billion pro forma for
the acquisition by Mars).

"The downgrade reflects the company's more aggressive financial
policy and significantly weaker credit measures, given the
substantial increase in debt associated with this transaction,"
noted Standard & Poor's credit analyst Alison Sullivan.  S&P  
estimates pro forma leverage would be about 7x as of June 30,
2008.

Funding for the transaction includes about $11.6 billion from
Mars, a $4.8 billion senior secured credit facility at Wrigley,
$4.4 billion of subordinated debt from Berkshire Hathaway
(AAA/Stable/A-1+), and a $2.1 billion minority equity investment
by Berkshire Hathaway in the Wrigley subsidiary.  Wrigley is now a
privately owned, separate, stand-alone subsidiary of Mars.  The
combined entity creates the world's leading confectionery company
with more than $27 billion in sales.  As part of the transaction,
Mars transferred its global non-chocolate confectionery sugar
brands, including Starburst and Skittles, to Wrigley.

Wrigley's common stock ceased trading on The New York Stock
Exchange and the Chicago Stock Exchange at the close of the market
on Oct. 6, 2008 and was delisted.  Similarly, S&P expects the
existing $1 billion of unsecured notes will be delisted and the
company will no longer file financial results with the SEC.  As a
result, S&P expects to withdraw all of its public ratings on
Wrigley, including its corporate credit rating, in the very near
term.


WR GRACE: Disclosure Statement Hearing Slated for Oct. 27
---------------------------------------------------------
W. R. Grace & Co. and debtor-affiliates ask the U.S. Bankruptcy
Court for the District of Delaware to approve the Disclosure
Statement describing the Joint Plan of Reorganization they filed
together with the Official Committee of Asbestos Personal Injury
Claimants, the Asbestos PI Future Claimants' Representative, and
the Official Committee of Equity Security Holders on Sept. 19,
2008.

Section 1125(b) of the Bankruptcy Code requires that a plan
proponent provide "adequate information" regarding a debtor's
proposed plan of reorganization.  In particular, Section
1125(a)(1) states that:

   "Adequate information" means information of a kind, and in
    sufficient detail, as far as is reasonably practicable in
    light of the nature and history of the debtor and the
    condition of the debtor's books and records, that would
    enable a hypothetical reasonable investor typical of holders
    of claims or interests of the relevant class to make an
    informed judgment about the plan.

According to Section 1125(b), the primary purpose of a disclosure
statement is to provide all material information which creditors
and interest holders affected by a proposed plan need in order to
make an informed decision whether to vote for or against the
plan.

In behalf of the Debtors, David M. Bernick, Esq., at Kirkland &
Ellis LLP, in New York, asserts that the Disclosure Statement is
the product of the Debtors' extensive review and analysis of the
circumstances leading to the Chapter 11 cases and a thorough
analysis of the Plan.  The Disclosure Statement, he adds,
contains the pertinent information necessary for holders of
claims or equity interests who are eligible to vote to make an
informed decision about whether to accept or reject the Plan,
including:

   * the history of the Debtors, including certain events leading
     to the commencement of their Chapter 11 cases;

   * the operation of the Debtors' businesses and significant
     events during the Debtors' Chapter 11 cases;

   * the Debtors' prepetition capital structure and indebtedness;

   * the Debtors' corporate structure;

   * claims asserted against the Debtors' estates and the
     procedures for the resolution of disputed, contingent and
     unliquidated claims;

   * a description and summary of the injunction and releases
     provided for by the Plan;

   * the purpose, use, and effect of the Plan's contemplated
     limited substantive consolidation;

   * certain risk factors to consider that may affect the Plan;

   * the restructuring transactions contemplated by the Plan,
     including the funding of the Asbestos PI Trust and the
     Asbestos PD Trust;

   * a liquidation analysis and other financial information,
     including the Debtors' financial projections;

   * certain securities law and federal income tax law
     consequences of the Plan;

   * the provisions governing distributions under the Plan;

   * the means for implementation of the Plan; and

   * a disclaimer indicating that no statements or information
     concerning the Debtors and their assets and securities are
     authorized other than those set forth in the Disclosure
     Statement.

Mr. Bernick submits that the Disclosure Statement complies with
all aspects of Section 1125 and addresses the information in a
manner that provides holders of impaired claims or equity
interests who are entitled to vote to accept or reject the Plan
with adequate information and should, therefore, be approved.

The Court will convene a hearing on Oct. 27, 2008, to consider
approval of the Disclosure Statement.  Objections are due
Oct. 17, 2008.  Any replies to the Disclosure Statement
Objections will be filed with the Court by the Plan Proponents on
or before October 23, 2008.

                           *     *     *

On Oct. 1, 2008, the Bankruptcy Court entered an order approving
the Disclosure Statement and the solicitation procedures.  
However, the Bankruptcy Court Clerk noted that the Order was
entered in error.

An individual, Charles K.S., filed, in a hand-written letter, a
response to the Debtors' request to approve the disclosure
statement.  Several claimants injured by exposure to asbestos
from the Debtors' operations in Libby, Montana, asked the Court
to reconsider the October 1 Order and schedule a deadline for
submission of objections to the Disclosure Statement by no
earlier than November 7, 2008, and the Disclosure Statement
Hearing no earlier than November 24, 2008.

According to the Libby Claimants, the Plan Proponents filed an
incomplete reorganization plan and a similarly incomplete
disclosure statement.  The Libby Claimants complained that the
Plan and related documents do not reflect an agreement with the
Libby Claimants on how their claims should be treated.  

Arguing for the Libby Claimants, Adam G. Landis, Esq., at Landis
Rath & Cobb, LLP, in Wilmington, Delaware, said the Libby
Claimants' interests and concerns have not been fairly addressed
in the Plan.  To the contrary, the other members of the PI
Committee have joined with the Debtors in proposing a Plan and
related trust agreement that have been crafted so as to satisfy
other asbestos claimants while leaving the Libby Claimants with
no assurance of fair distribution.

Mr. Landis told the Court that the Libby Claimants were not
permitted to review advance drafts of the Plan or the Disclosure
Statement, thus the Libby Claimants will not have a meaningful
opportunity to review the Plan documents and prepare any
appropriate objections to the approval of the Disclosure
Statement if the deadline for objections remains set for Oct. 17.

Mr. Landis also pointed out that numerous exhibits are missing,
including an exhibit listing parties that will be protected by
the proposed channeling injunction.  Moreover, he noted that
there has been an indication that other significant agreements
have been reached that are not reflected in the Plan and
Disclosure Statement as filed.

Judge Fitzgerald dismissed the Libby Claimants' motion for
reconsideration because it was not filed in compliance with the
Case Management Order or the Delaware Local Rules of Procedure.

                          About W.R. Grace

Headquartered in Columbia, Md., W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.

The Company and its debtor-affiliates filed for chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).  
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura
Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring efforts.  The Debtors
hired Blackstone Group, L.P., as financial advisor.
PricewaterhouseCoopers LLP is the Debtors' accountant.

Stroock & Stroock & Lavan, LLP, and Duane Morris, LLP, represent
the Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.  
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee
of Equity Security Holders.

The Debtors' filed their Chapter 11 Plan and Disclosure Statement
on Nov. 13, 2004.  On Jan. 13, 2005, they filed an Amended Plan
and Disclosure Statement.  The hearing to consider the adequacy of
the Debtors' Disclosure Statement began on Jan. 21, 2005.  The
Debtors' exclusive period to file a chapter 11 plan expired on
July 23, 2007.

Estimation of W.R. Grace's asbestos personal injury liabilities
commenced on January 14, 2008.

At Dec. 31, 2006, the W.R. Grace's balance sheet showed total
assets of $3,620,400,000 and total debts of $4,189,100,000.
As of November 30, 2007, W.R. Grace's balance sheet showed total
assets of $3,335,000,000, and total debts of $3,712,000,000.  


WR GRACE: Wants Plan Solicitation Procedures Approved
-----------------------------------------------------
W. R. Grace & Co. and debtor-affiliates ask the U.S. Bankruptcy
Court for the District of Delaware to approve uniform noticing,
soliciting, balloting, voting, and tabulation procedures with
respect to the confirmation of their Joint Plan of Reorganization.

Under the Plan, only holders of Class 6 asbestos-related personal
injury claims, Class 8 Canadian ZAI property damage claims, and
Class 10 equity interests in the parent are within impaired
classes and are entitled to vote on the Plan.  While holders of
Class 7 asbestos PD claims are unimpaired because their claims
will be paid in full, the Debtors have agreed to solicit the
acceptances of Class 7 solely to the extent required by Section
524(g) of the Bankruptcy Code.

The Debtors, acting through their voting agent BMC Group, Inc.,
will solicit acceptances of the Plan by mailing solicitation
material to holders of impaired claims and to the representative
counsel in the Canadian Companies' Creditors Arrangement Act.  
The Solicitation Package will contain:

   (1) the confirmation hearing notice, which sets forth the
       voting deadline and the Plan objection deadline;

   (2) the Disclosure Statement Order without exhibits;

   (3) the Disclosure Statement;

   (4) the exhibit book with the Plan attached;

   (5) the Voting Procedures;

   (6) one or more applicable ballots and master ballots,
       together with voting instructions and information relative
       to the return of the ballots or master ballots;

   (7) pre-addressed return envelopes; and

   (8) any other materials ordered by the Court to be included.

The plan and disclosure statement will be mailed with the notice
of the hearing only to the debtor, any trustee or committee
appointed, the Securities and Exchange Commission, and any party-
in-interest who requests in writing a copy of the statement or
plan.  The Debtors have mailed copies of the Disclosure Statement
Hearing Notice by first-class mail to:

   * all persons or entities who had filed proofs of claim or
     interest in the Debtors' cases that were not subsequently
     withdrawn or disallowed by the Court;

   * all creditors listed on the Debtors' Schedules of
     Liabilities as holding liquidated, non-contingent and
     undisputed claims;

   * all holders of equity interests as of August 22, 2008;

   * any other known holders, or counsel to holders, of claims
     against, or interests in, the Debtors; and

   * all parties currently included on the general service list
     maintained by the Debtors pursuant to Rule 2002 of the
     Federal Rules of Bankruptcy Procedures.

Mr. Bernick notes that the Disclosure Statement Hearing Notice
identifies the date, time and place of the Disclosure Statement
Hearing and procedures for asserting objections, if any, to the
approval of the Disclosure Statement.

The Debtors and the Plan Proponents are authorized by the Court
to file an omnibus reply to any timely filed objections or
supplemental briefs in support of Plan confirmation before seven
calendar days before the Confirmation Hearing.

                        Non-Voting Notices

Holders of claims in unimpaired classes are deemed to accept the
Plan and are not entitled to vote except holders of asbestos PD
claims to the extent required by Section 524(g).  As a result,
the Debtors will send a notice of non-voting class status to the
unimpaired claimants except Class 7 claimants in lieu of a
Solicitation Package.  The Notice of Non-Voting Class Status will
contain instructions on how to obtain copies of the Plan and
Disclosure Statement from the Voting Agent if claimants so
desire.

                           Ballot Forms

The Debtors propose to prepare and customize Ballots for
creditors and Master Ballots for beneficial holders of claims to
tabulate acceptances of the Plan.  The forms of the Ballots are
based on Official Form No. 14 but will be modified to include
additional information that the Debtors deem is relevant and
appropriate for each Class of Claims or Interests entitled to
vote on the Plan.

                        Voting Record Date

As previously reported, all asbestos PI claims will be channeled
to an asbestos PI trust for payment.  The PI Trust will be funded
from, among others, a warrant to acquire 10 million shares of
W.R. Grace & Co. common stock at an exercise price of $17.00 per
share, expiring one year from the effective date of a plan of
reorganization.

The Debtors have determined to provide the registrars of Parent
Common Stock advance notice of approximately two business days to
enable those responsible for assembling ownership lists of the
Parent Common Stock to compile a list of holders as of a date
certain.

The Debtors will give entities advance notice of the date of the
hearing on the proposed Disclosure Statement, the hearing could
be continued by the Court, or the Disclosure Statement Order
might not be entered on the date of a hearing.

The Debtors ask the Court to set the date that is two business
days after the date of entry of a Disclosure Statement order as
the Voting Record Date for purposes of determining creditors and
interest holders entitled to vote on the Plan.

          Voting Deadline and Confirmation Hearing Date

The Debtors ask the Court to establish four weeks before the
Confirmation Hearing as the Voting Deadline.  They also ask the
Court to schedule the Confirmation Hearing, subject to the
Court's availability and calendar, to begin during the last week
of January 2009.

The Debtors submit that the proposed timing for the Confirmation
Hearing complies with the Bankruptcy Code, the Federal Rules of
Bankruptcy Procedure, and the Local Rules of Bankruptcy Procedure
for the District of Delaware, and will enable the Debtors to
pursue confirmation of the Plan in a timely manner.

                   Plan Objection Deadline

Pursuant to Rule 3020(b)(1) of the Federal Rules of Bankruptcy
Procedure, objections to confirmation of a plan must be filed and
served within a time fixed by the court.  The Debtors ask the
Court to direct that objections to confirmation of the Plan or
proposed modifications to the Plan, if any must:

   * be in writing;

   * state the name and address of the objecting party and the
     amount and nature of the claim or interest of the party;

   * state with particularity the basis and nature of any
     objection to the Plan and, if practicable, proposed
     modification to the Plan that would resolve the objection;

   * conform to the Federal Rules of Bankruptcy Procedure and the
     Local Rules of Bankruptcy Procedure for the District of
     Delaware; and

   * be filed, together with proof of service, with the Court and
     served so that they are received by notice parties no later
     that the Plan Objection Deadline on the date that is four
     weeks before the Confirmation Hearing.

The Debtors contend that the proposed procedures and timing for
filing and service of objections and proposed modifications, if
any, to the Plan will afford the Court, and the Plan Proponents
and other parties-in-interest enough time to consider the
objections and proposed modifications before the Confirmation
Hearing while providing more than 25 days notice of the Plan
Objection Deadline given that the Debtors intend to provide
notice of the deadline in connection with the solicitation of the
Plan, which the Debtors anticipate will be completed well in
advance of the date that is 25 days before the Plan Objection
Deadline.

                          About W.R. Grace

Headquartered in Columbia, Md., W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.

The Company and its debtor-affiliates filed for chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).  
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura
Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring efforts.  The Debtors
hired Blackstone Group, L.P., as financial advisor.
PricewaterhouseCoopers LLP is the Debtors' accountant.

Stroock & Stroock & Lavan, LLP, and Duane Morris, LLP, represent
the Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.  
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee
of Equity Security Holders.

The Debtors' filed their Chapter 11 Plan and Disclosure Statement
on Nov. 13, 2004.  On Jan. 13, 2005, they filed an Amended Plan
and Disclosure Statement.  The hearing to consider the adequacy of
the Debtors' Disclosure Statement began on Jan. 21, 2005.  The
Debtors' exclusive period to file a chapter 11 plan expired on
July 23, 2007.

Estimation of W.R. Grace's asbestos personal injury liabilities
commenced on January 14, 2008.

At Dec. 31, 2006, the W.R. Grace's balance sheet showed total
assets of $3,620,400,000 and total debts of $4,189,100,000.
As of November 30, 2007, W.R. Grace's balance sheet showed total
assets of $3,335,000,000, and total debts of $3,712,000,000.


* Fitch Affirms Ratings on 34 2006 Vintage CMBS Bonds
-----------------------------------------------------
Fitch Ratings has affirmed and assigned Rating Outlooks for U.S.
CMBS bonds in 34 2006 vintage fixed-rate transactions. Fitch's
actions resulted in 728 Stable Rating Outlooks and 70 Negative
Rating Outlooks.  18 classes remain on Rating Watch Negative.  
None of the deals reviewed resulted in Positive Rating Outlooks
due to the lack of seasoning, the high proportion of interest only
loans and the lack of significant upward movements in cash flow.

Fitch has identified an average of 4.3% Loans of Concern in each
of the 34 transactions reviewed.  These Loans of Concern include
delinquent, specially serviced as well as performing loans with
low debt service coverage ratios, those suffering from declining
market conditions, competition from stronger properties, poor
property management, loans which were underwritten to expected
future performance and those which needed debt service reserves to
remain current.  Fitch is closely monitoring performance of these
loans.

While performing Loans of Concern are factored into the long-term
ratings, Fitch applies an increased probability of default and
loss severities when determining rating outlooks.  These loss
severities are used to derive a liquidated credit enhancement
scenario, which is then compared to a base case expectation from
issuance.

  -- 17 transactions are assigned stable Rating Outlooks to all of
     their rated bonds;

  -- One 'BBB+' class is assigned a Negative Rating Outlook;

  -- Four 'BBB' classes are assigned Negative Rating Outlooks, one
     remains on Rating Watch Negative;

  -- 10 'BBB-' classes are assigned Negative Rating Outlooks,
     three remain on Rating Watch Negative;

  -- Nine 'BB+' classes have Negative Rating Outlooks, two remain
     on Rating Watch Negative;

  -- Seven 'BB' classes are assigned Negative Rating Outlooks,
     three remain on Rating Watch Negative;

  -- Eight 'BB-' classes are assigned Negative Rating Outlooks,
     four remain on Rating Watch Negative;

  -- Six 'B+' classes are assigned Negative Rating Outlooks, three
     remain on Rating Watch Negative;

  -- 12 'B' classes are assigned Negative Rating Outlooks, one
     remains on Rating Watch Negative;

  -- 13 'B-' classes are assigned Negative Rating Outlooks, one
     remains on Rating Watch Negative.

Fitch will continue to assign Rating Outlooks to the remaining
U.S. CMBS bonds as they are identified for review through its
regular surveillance practices.


* S&P Cuts Ratings on 30 Tranches from Six Cash Flow & Hybrid CDOs
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 30
tranches from six U.S. cash flow and hybrid collateralized debt
obligation transactions.  S&P removed 16 of the lowered ratings
from CreditWatch with negative implications.  At the same time,
S&P placed one additional rating from Duke Funding IV Ltd. on
CreditWatch with developing implications.  S&P revised the
CreditWatch status of one of the lowered ratings to developing
from negative.  The ratings on 13 of the downgraded tranches are
on CreditWatch with negative implications, indicating a
significant likelihood of further downgrades.  

The CreditWatch placements primarily affect transactions for which
a significant portion of the collateral assets currently have
ratings on CreditWatch with negative implications or have
significant exposure to assets rated in the 'CCC' category.

The 30 downgraded U.S. cash flow and hybrid tranches have a total
issuance amount of $7.617 billion. Five of the six affected
transactions are high-grade structured finance CDOs of asset-
backed securities, which were collateralized at origination
primarily by 'AAA' through 'A' rated tranches of residential
mortgage-backed securities and other SF securities.  The other
transaction is a CDO of CDO that was collateralized at origination
primarily by notes from other CDOs, as well as by tranches from
RMBS and other SF transactions.  The CDO downgrades reflect a
number of factors, including credit deterioration and recent
negative rating actions on U.S. subprime RMBS.

To date, including the CDO tranches listed below and including
actions on both publicly and confidentially rated tranches, S&P
has lowered its ratings on 3,893 tranches from 879 U.S. cash flow,
hybrid, and synthetic CDO transactions as a result of stress in
the U.S. residential mortgage market and credit deterioration of
U.S. RMBS.  In addition, 1,269 ratings from 451 transactions are
currently on CreditWatch with negative implications for the
same reasons.  In all, S&P has downgraded $455.170 billion of CDO
issuance.  Additionally, S&P's ratings on $28.926 billion of
securities have not been lowered but are currently on CreditWatch
with negative implications, indicating a high likelihood of future
downgrades.

                           Rating Actions

                                              Rating
                                              ------
  Transaction                    Class    To             From
  -----------                    -----    --             ----
Class V Funding, Ltd.            A1       AA/Watch Neg   AAA           
Class V Funding, Ltd.            A2       CC             BB/Watch Neg  
Class V Funding, Ltd.            B        CC             CCC/Watch Neg
Duke Funding IV, Ltd.            A-1      B/Watch Dev    B
Jupiter High-Grade CDO II, Ltd.  A-1      AA-/Watch Neg  AAA
Jupiter High-Grade CDO II, Ltd.  A-2      BBB+/Watch Neg AAA
Jupiter High-Grade CDO II, Ltd.  B        BB/Watch Neg   AA
Jupiter High-Grade CDO II, Ltd.  C-1A     CCC-/Watch Neg BBB
Jupiter High-Grade CDO II, Ltd.  C-1B     CCC-/Watch Neg BBB
Jupiter High-Grade CDO II, Ltd.  C-1C     CC             BBB/Watch Neg
Kleros Preferred Funding II Ltd  A1       BBB-/Watch Neg AAA/Watch Neg
Kleros Preferred Funding II Ltd  A2       CCC-/Watch Neg AA/Watch Neg  
Kleros Preferred Funding II Ltd  B        CC             BBB+/Watch Neg
Kleros Preferred Funding II Ltd  C        CC             BBB/Watch Neg
Kleros Preferred Funding II Ltd  D        CC             BB+/Watch Neg
Kleros Preferred Funding II Ltd  E        CC             B-/Watch Neg  
Kleros Preferred Funding IV Ltd  A-1      CCC/Watch Dev  BBB-/Watch Neg
Kleros Preferred Funding IV Ltd  A-2      CC             B+/Watch Neg
Kleros Preferred Funding IV Ltd  A-3      CC             CCC-/Watch Neg
Verde CDO, Ltd.                  A-1      B-/Watch Neg   AA/Watch Neg  
Verde CDO, Ltd.                  A-2      CC             BBB-/Watch Neg
Verde CDO, Ltd.                  B        CC             B/Watch Neg   
Verde CDO, Ltd.                  C        CC             CCC-/Watch Neg
West Coast Funding I Ltd         A-1a     AA+/Watch Neg  AAA/Watch Neg
West Coast Funding I Ltd         A-1b     B-/Watch Neg   AA/Watch Neg  
West Coast Funding I Ltd         A-1v     B-/Watch Neg   AA/Watch Neg  
West Coast Funding I Ltd         A-2      CCC-/Watch Neg A/Watch Neg   
West Coast Funding I Ltd         A-3      CC             BBB/Watch Neg
West Coast Funding I Ltd         B        CC             B/Watch Neg   
West Coast Funding I Ltd         C        CC             CCC/Watch Neg
West Coast Funding I Ltd         D        CC             CCC-/Watch Neg

                        Other Outstanding Ratings

  Transaction                    Class       Rating
  -----------                    -----       ------
Class V Funding, Ltd.            C           CC
Class V Funding, Ltd.            D1          CC
Class V Funding, Ltd.            D2          CC
Kleros Preferred Funding IV Ltd  PrncPrtNts  AAA
Kleros Preferred Funding IV Ltd  A-4         CC
Kleros Preferred Funding IV Ltd  B           CC
Kleros Preferred Funding IV Ltd  C           CC
Kleros Preferred Funding IV Ltd  D           CC
Kleros Preferred Funding IV Ltd  E           CC
Kleros Preferred Funding IV Ltd  F           CC
Verde CDO, Ltd.                  D           CC


* S&P Cuts Rtngs on 37 Tranches from Nine Cash Flow & Hybrid CDOs
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 37
tranches from nine U.S. cash flow and hybrid collateralized debt
obligation transactions.  S&P removed 20 of the lowered ratings
from CreditWatch with negative implications.  The ratings on 17
of the downgraded tranches are on CreditWatch with negative
implications, indicating a significant likelihood of further
downgrades.  The CreditWatch placements primarily affect
transactions for which a significant portion of the collateral
assets currently have ratings on CreditWatch with negative
implications or have significant exposure to assets rated in the
'CCC' category.

The 37 downgraded U.S. cash flow and hybrid tranches have a total
issuance amount of $8.161 billion.  Five of the nine affected
transactions are mezzanine structured finance CDOs of asset-backed
securities, which are collateralized in large part by mezzanine
tranches of residential mortgage-backed securities and other SF
securities.  Four of the nine transactions are high-grade SF CDOs
of ABS, which were collateralized at origination primarily by
'AAA' through 'A' rated tranches of RMBS and other SF securities.  
The CDO downgrades reflect a number of factors, including
credit deterioration and recent negative rating actions on U.S.
subprime RMBS.

To date, including the CDO tranches and including actions on both
publicly and confidentially rated tranches, S&P has lowered its
ratings on 3,884 tranches from 878 U.S. cash flow, hybrid, and
synthetic CDO transactions as a result of stress in the U.S.
residential mortgage market and credit deterioration of U.S. RMBS.  
In addition, 1,278 ratings from 451 transactions are currently on
CreditWatch with negative implications for the same reasons.  In
all, S&P has downgraded $452.023 billion of CDO issuance.  
Additionally, S&P's ratings on $30.992 billion of securities have
not been lowered but are currently on CreditWatch with negative
implications, indicating a high likelihood of future downgrades.

                          Rating Actions

                                                 Rating
                                                 ------
  Transaction                  Class       To              From
  -----------                  -----       --              ----
ABS Capital Funding II Ltd.    A-1         AA-/Watch Neg   AAA
ABS Capital Funding II Ltd.    A-3         A+/Watch Neg    AAA
ABS Capital Funding II Ltd.    B           B-/Watch Neg    BBB+
ABS Capital Funding II Ltd.    C-1         CC              CCC-/Watch
Neg
ABS Capital Funding II Ltd.    C-2         CC              CCC-/Watch
Neg
Buckingham CDO II Ltd.        A CP         BB/B/Watch Neg A+/A-1+/Watch
Neg
Buckingham CDO II Ltd.         B           CCC+/Watch Neg  BBB+/Watch
Neg
Buckingham CDO II Ltd.         C           CC              BBB-/Watch
Neg
Buckingham CDO II Ltd.         D           CC              BB-/Watch
Neg
Buckingham CDO II Ltd.         E           CC              B-/Watch
Neg  
Davis Square Funding IV Ltd.   A-1LT-a     A/Watch Neg     AAA/Watch
Neg
Davis Square Funding IV Ltd.   A-1LT-b-1   A/Watch Neg     AAA/Watch
Neg
Davis Square Funding IV Ltd.   A-2         BB+/Watch Neg   AA+/Watch
Neg
Davis Square Funding IV Ltd.   B           CCC-/Watch Neg  BBB+/Watch
Neg
Davis Square Funding IV Ltd.   C           CC              B/Watch
Neg   
Davis Square Funding IV Ltd.   D           CC              CCC-/Watch
Neg
Davis Square Funding IV Ltd.   E           BBB-/Watch Neg  AAA/Watch
Neg
Duke Funding IV Ltd.           A-1         B               BBB+/Watch
Neg
Duke Funding IV Ltd.           A-2         CCC/Watch Neg   BBB+/Watch
Neg
Duke Funding IV Ltd.           B           CC              CCC-/Watch
Neg
Duke Funding XII Ltd.          A1          CC              B/Watch Neg
Duke Funding XII Ltd.          A2          CC              CCC-/Watch
Neg
Duke Funding XII Ltd.          A-S1VFA     CC              BB+/Watch
Neg
Duke Funding XII Ltd.          A-S1VFB     CC              BB+/Watch
Neg
Grand Avenue CDO II Ltd.       A-1A        CC              BB+/Watch
Neg
Grand Avenue CDO II Ltd.       A-1B        CC              B/Watch Neg
Grand Avenue CDO II Ltd.       A-2         CC              CCC+/Watch
Neg
Grand Avenue CDO II Ltd.       A-3         CC              CCC-/Watch
Neg
Kleros Preferred Funding Ltd.  A-1         AA/Watch Neg    AAA/Watch
Neg
Kleros Preferred Funding Ltd.  A-2         BBB/Watch Neg   AA+/Watch
Neg
Kleros Preferred Funding Ltd.  B           CCC-/Watch Neg  BBB/Watch
Neg
Kleros Preferred Funding Ltd.  C           CC              BB-/Watch
Neg
South Coast Funding IV Ltd.    B           A+/Watch Neg    AA
South Coast Funding IV Ltd.    C           B-/Watch Neg    BBB+/Watch
Neg
South Coast Funding IV Ltd.    Pre shares  CCC-/Watch Neg  BB-/Watch
Neg
Tabs 2005-4 Ltd.               A           CC              BB-/Watch
Neg
Tabs 2005-4 Ltd.               B           CC              CCC-/Watch
Neg

                          Other Outstanding Ratings

  Transaction                  Class       Rating
  -----------                  -----       ------
ABS Capital Funding II Ltd.    A-2         AAA  
Duke Funding IV Ltd.           C           CC   
Duke Funding IV Ltd.           Comp sec    CC   
Duke Funding XII Ltd           A3          CC   
Duke Funding XII Ltd           B1          CC   
Duke Funding XII Ltd           B2          CC   
Duke Funding XII Ltd           B3          CC   
Grand Avenue CDO II Ltd        B           CC   
Grand Avenue CDO II Ltd        C           CC   
Grand Avenue CDO II Ltd        D           CC   
Kleros Preferred Funding Ltd   D           CC   
South Coast Funding IV Ltd.    A-1         AAA  
South Coast Funding IV Ltd.    A-2         AAA  
Tabs 2005-4 Ltd.               C           CC
Tabs 2005-4 Ltd.               D           CC   
Tabs 2005-4 Ltd.               E           CC


* S&P Chips Ratings on 49 Classes from 20 US Subprime RMBS
----------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 49
classes from 20 U.S. subprime residential mortgage-backed
securities transactions issued between 2001 and 2006
from the following issuers: Amortizing Residential Collateral
Trust, First Franklin Mortgage Loan Trust, CWABS Asset Backed
Certificates Trust, MESA Global Issuance Co., and Popular ABS
Mortgage Pass-Through Trust.  S&P removed two of the lowered
ratings from CreditWatch with negative implications and lowered 33
classes to 'D' due to principal write-downs.  In addition, S&P
affirmed 18 ratings from three of the downgraded Amortizing
Residential Collateral deals and five of the First Franklin
Mortgage Loan Trust transactions.  

The downgrades, affirmations, and CreditWatch resolutions are
based on the transactions' current and projected losses based on
the dollar amounts of loans currently in the delinquency,
foreclosure, and real estate owned pipelines of the affected
deals, as well as its future-default projections.  S&P also
incorporated cumulative losses to date in its analysis.

The lowered ratings reflect S&P's belief that the amount of
available credit enhancement for the downgraded classes is not
sufficient to cover losses at the previous rating levels.  S&P  
based its loss projections for these deals on cumulative losses to
date, performance pipelines, and pool factors.  Approximately half
of the transactions, including the Amortizing Residential
Collateral trusts and a portion of the First Franklin Mortgage
Loan trusts, had pool factors below 10%.  

Of these transactions, cumulative losses to date have been roughly
2.50% and 1.50% for the Amortizing Residential Collateral Trust
deals and the First Franklin Mortgage Loan Trust transactions,
respectively.  Of the transactions with low pool factors, severe
delinquencies averaged roughly 20% of the current pool balances.

The affirmations reflect sufficient credit enhancement to support
the ratings at their current levels.

The subordination of more-junior classes provides credit support
for the affected transactions.  Additionally, structural
mechanisms including overcollateralization, when available, and
excess interest are used to absorb losses and/or accelerate
payments to certain securityholders.  The collateral backing the
affected trusts originally consisted predominantly of subprime
fixed- or adjustable-rate mortgage loans on one- to four-family
residential properties.

S&P monitors these transactions over time to incorporate updated
losses and delinquency pipeline performance to determine whether
the applicable credit enhancement features are sufficient to
support the current ratings.  S&P will continue to monitor these
deals and take additional rating actions as appropriate.

                          Rating Actions

Amortizing Residential Collateral Trust
Series      2001-BC5
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
M1         86358RHG5     D              CCC
M2         86358RHH3     D              CCC

Amortizing Residential Collateral Trust
Series      2002-BC6
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
M3         86358R6C6     CC             CCC
B          86358R6D4     D              CCC

Amortizing Residential Collateral Trust 2002-BC7
Series      2002-BC7
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
M1         86358R7M3     BBB            AA+
M2         86358R7N1     CCC            BB
M3         86358R7P6     CCC            B+
M4         86358R7Q4     CCC            B
M5         86358R7R2     CC             B-
M6         86358R7S0     CC             B-
B1         86358R7T8     D              CCC
B2         86358R7U5     D              CCC
B3         86358R7V3     D              CCC

CWABS Asset Backed Certificates Trust 2005-IM2
Series      2005-IM2
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
M-7        126670FL7     D              CC
B          126670FM5     D              CC

CWABS Asset-Backed Certificates Trust 2006-BC1
Series      2006-BC1
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
B          126670XZ6     D              CC

FFMLT Trust 2004-FF3
Series 2004-FF3
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
M-4        36228FU95     CCC            B
B-2        36228FV37     D              CCC

First Franklin Mortgage Loan Trust 2002-FF3
Series 2002-FF3
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
M3         32027NBN0     D              CCC

First Franklin Mortgage Loan Trust 2003-FF2
Series 2003-FF2
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
M-2        32027NCY5     CCC            B
M-3F       32027NDA6     D              CCC
M-3A       32027NCZ2     D              CCC
M-4A       32027NDB4     D              CCC
M-4F       32027NDC2     D              CCC
M-5A       32027NDD0     D              CCC
M-5F       32027NDE8     D              CCC

First Franklin Mortgage Loan Trust 2003-FF3
Series 2003-FF3
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
M1         32027NDK4     CCC            BBB/Watch Neg
M2         32027NDL2     CC             B/Watch Neg
M3         32027NDM0     D              CCC

First Franklin Mortgage Loan Trust 2003-FF5
Series 2003-FF5
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
M-5        32027NFH9     D              CC

First Franklin Mortgage Loan Trust 2004-FF10
Series 2004-FF10
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
M-4        32027NMM0     CC             CCC
M-5        32027NMN8     D              CCC
M-6        32027NMP3     D              CCC

First Franklin Mortgage Loan Trust 2005-FF10
Series 2005-FF10
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
M7         32027NWX5     D              CC
M8         32027NWJ6     D              CC

First Franklin Mortgage Loan Trust 2005-FF4
Series 2005-FF4
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
B-1        32027NRM5     CC             CCC
B-2        32027NRN3     D              CC

First Franklin Mortgage Loan Trust 2005-FF5
Series 2005-FF5
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
M-10       32027NSC6     CC             CCC
B          32027NSD4     D              CC

First Franklin Mortgage Loan Trust 2005-FF9
Series 2005-FF9
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
M8         32027NWG2     D              CC
M9         32027NWH0     D              CC

First Franklin Mortgage Loan Trust 2006-FF17
Series 2006-FF17
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
B1         32028KAR7     D              CC

First Franklin Mortgage Loan Trust 2006-FF2
Series 2006-FF2
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
M9         32027NB42     D              CC
B          32027NB59     D              CC

First Franklin Mortgage Loan Trust 2006-FF7
Series 2006-FF7
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
M-10       320277AR7     D              CC

MESA 2002-3 Global Issuance Co.
Series 2002-3
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
B-2        55274LAF3     D              CC

Popular ABS Mortgage Pass-Through Trust 2005-5
Series 2005-5
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
BV-2       73316PHF0     CC             CCC
BV-3       73316PHG8     CC             CCC
BV-4       73316PHH6     D              CC

                          Ratings Affirmed

Amortizing Residential Collateral Trust
Series 2001-BC5

Class      CUSIP         Rating
-----      -----         ------
A-1        86358RHD2     AAA

Amortizing Residential Collateral Trust
Series 2002-BC6

Class      CUSIP         Rating
-----      -----         ------
A1         86358R5X1     AAA
A2         86358R5Y9     AAA
A4         86358R6F9     AAA
M1         86358R6A0     BBB
M2         86358R6B8     B

Amortizing Residential Collateral Trust 2002-BC7
Series 2002-BC7

Class      CUSIP         Rating
-----      -----         ------
A1         86358R7H4     AAA

FFMLT Trust 2004-FF3
Series 2004-FF3

Class      CUSIP         Rating
-----      -----         ------
M-1        36228FU61     AA+
M-2        36228FU79     BBB
M-3        36228FU87     B+

First Franklin Mortgage Loan Trust 2002-FF3
Series 2002-FF3

Class      CUSIP         Rating
-----      -----         ------
A1         32027NBF7     AAA
A2         32027NBG5     AAA
M1         32027NBL4     A

First Franklin Mortgage Loan Trust 2003-FF2
Series 2003-FF2

Class      CUSIP         Rating
-----      -----         ------
M-1        32027NCX7     BBB

First Franklin Mortgage Loan Trust 2003-FF3
Series 2003-FF3

Class      CUSIP         Rating
-----      -----         ------
1-A        32027NDF5     AAA
2-A2       32027NDH1     AAA

First Franklin Mortgage Loan Trust 2003-FF5
Series 2003-FF5

Class      CUSIP         Rating
-----      -----         ------
M-1        32027NFD8     AA
M-2        32027NFE6     B


* S&P Trims Ratings on 79 Tranches from 22 Cash Flow & Hybrid CDOs
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 79
tranches from 22 U.S. cash flow and hybrid collateralized debt
obligation transactions.  S&P removed 49 of the lowered ratings
from CreditWatch with negative implications.  The ratings on 23
of the downgraded tranches are on CreditWatch with negative
implications, indicating a significant likelihood of further
downgrades.  The CreditWatch placements primarily affect
transactions for which a significant portion of the collateral
assets currently have ratings on CreditWatch with negative
implications or have significant exposure to assets rated in the
'CCC' category.

The 79 downgraded U.S. cash flow and hybrid tranches have a total
issuance amount of $10.596 billion. Fourteen of the 22 affected
transactions are mezzanine structured finance CDOs of asset-backed
securities, which are collateralized in large part by mezzanine
tranches of residential mortgage-backed securities and other SF
securities.  Five of the 22 transactions are high-grade SF CDOs of
ABS, which were collateralized at origination primarily by 'AAA'
through 'A' rated tranches of RMBS and other SF securities.  The
other three transactions are CDOs of CDOs that were collateralized
at origination primarily by notes from other CDOs, as well as
by tranches from RMBS and other SF transactions.  The CDO
downgrades reflect a number of factors, including credit
deterioration and recent negative rating actions on U.S. subprime
RMBS.

At the same time, S&P lowered its rating on one tranche from one
U.S. synthetic CDO transaction.  The downgraded U.S. synthetic CDO
tranche has a total issuance amount of $100 million.
     
To date, including the CDO tranches listed below and including
actions on both publicly and confidentially rated tranches, S&P
has lowered its ratings on 3,875 tranches from 877 U.S. cash flow,
hybrid, and synthetic CDO transactions as a result of stress in
the U.S. residential mortgage market and credit deterioration of
U.S. RMBS.  In addition, 1,294 ratings from 454 transactions are
currently on CreditWatch with negative implications for the
same reasons.  In all, S&P has downgraded $449.414 billion of CDO
issuance. Additionally, S&P's ratings on $33.261 billion of
securities have not been lowered but are currently on CreditWatch
with negative implications, indicating a high likelihood of future
downgrades.

                          Rating Actions

                                               Rating
                                               ------
  Transaction                Class      To                 From
  -----------                -----      --                 ----
Altius IV Funding Ltd        A-1F       AA/Watch Neg       AA+
Altius IV Funding Ltd        A-1B       CC                 BB+/Watch Neg
Altius IV Funding Ltd        A-1V       CC                 BB+/Watch Neg
Altius IV Funding Ltd        A-2a       CC                 BB+/Watch Neg
Altius IV Funding Ltd        A-2b       CC                 BB-/Watch Neg
Altius IV Funding Ltd        B          CC                 CCC-/Watch
Neg
Bering CDO I Ltd             A-1S1      BB/Watch Neg       A+/Watch Neg
Bering CDO I Ltd             A-1S2      CC                 B+/Watch Neg
Bering CDO I Ltd             A-1J       CC                 CCC-/Watch
Neg
Cairn Mezz ABS CDO II Ltd    A-1 VFN    CC                 BBB-/Watch
Neg
Cairn Mezz ABS CDO II Ltd    A-2a       CC                 BB/Watch Neg
Cairn Mezz ABS CDO II Ltd    A-2b       CC                 CCC-/Watch
Neg
Class V Funding II Ltd       A-1        B/Watch Neg        AA-/Watch Neg
Duke Funding High Grade IV   A-1        B+/Watch Neg       AA/Watch Neg
Duke Funding High Grade IV   A-2        CC                 A/Watch Neg
Duke Funding High Grade IV   B-1        CC                 BBB+/Watch
Neg
Duke Funding High Grade IV   B-2        CC                 BBB-/Watch
Neg
Duke Funding High Grade IV   C-1        CC                 B+/Watch Neg
Duke Funding High Grade IV   C-2        CC                 CCC/Watch Neg
GSC ABS CDO 2006-2m, Ltd.    A1A        B-/Watch Neg       AA-/Watch Neg
GSC ABS CDO 2006-2m, Ltd.    A1B        CC                 CCC-/Watch
Neg
G-Star 2003-3 Ltd.           B-2        BBB-               BBB
G-Star 2003-3 Ltd.           Pfd Shares CCC-               BB
Independence IV CDO, Ltd.    A-1Series1 BBB/Watch Neg      AA/Watch Neg
Independence IV CDO, Ltd.    A-1Series2 BBB/Watch Neg      AA/Watch Neg
Independence IV CDO, Ltd.    A-2        CCC/Watch Neg      BB+/Watch Neg
Independence IV CDO, Ltd.    A-3        CC                 CCC+/Watch
Neg
Independence VII CDO, Ltd.   A-1A       CC                 BB+/Watch Neg
Independence VII CDO, Ltd.   A-1B       CC                 BB+/Watch Neg
Independence VII CDO, Ltd.   A-2        CC                 BB/Watch Neg
Independence VII CDO, Ltd.   B          CC                 B/Watch Neg
Independence VII CDO, Ltd.   C          CC                 CCC+/Watch
Neg
Ischus Synthetic ABS
CDO 2006-1                   X          B+/Watch Neg       A/Watch Neg
Ischus Synthetic ABS
CDO 2006-1                   A-1LB      CC                 BB/Watch Neg
Ischus Synthetic ABS
CDO 2006-1                   A-2L       CC                 CCC-/Watch
Neg
IXIS ABS CDO 3, Ltd.         X          CC                 BB+/Watch Neg
IXIS ABS CDO 3, Ltd.         A-1LA-SS   CCsrp              BB+srp/Watch
Neg
IXIS ABS CDO 3, Ltd.         A-1LB      CC                 B-/Watch Neg
IXIS ABS CDO 3, Ltd.         A-2L       CC                 CCC/Watch Neg
IXIS ABS CDO 3, Ltd.         A-3L       CC                 CCC-/Watch
Neg
Jupiter High Grade CDO Ltd   A-2        AA/Watch Neg       AAA
Jupiter High Grade CDO Ltd   B          BB-/Watch Neg      AA
Jupiter High Grade CDO Ltd   C          CCC-/Watch Neg     BBB/Watch Neg
Klio Funding Ltd             A-1        AA+/Watch Neg      AAA
Klio Funding Ltd             A-2        A+/Watch Neg       AAA
Klio Funding Ltd             B          BB/Watch Neg       A
Klio Funding Ltd             Fund Notes AA+/Watch Neg      AAA
Neptune CDO II, Ltd.         A-1        BBB-/Watch Neg     AAA/Watch Neg
Neptune CDO II, Ltd.         A-2        CC                 BBB-/Watch
Neg
Neptune CDO II, Ltd.         B          CC                 BB-/Watch Neg
Neptune CDO II, Ltd.         C          CC                 CCC+/Watch
Neg
Pinnacle Point Funding Ltd   ABCP       AA-/A-1+/Watch Neg AA+/A-1+
Pinnacle Point Funding Ltd   A-1        CCC-/Watch Neg     BB+
Pinnacle Point Funding Ltd   A-2        CC                 CCC-/Watch
Neg
Point Pleasant Fund 2007-1   S          BB+/Watch Neg      AAA
Point Pleasant Fund 2007-1   UnfdSrExpo CCsrp              CCCsrp/Watch
Neg
Putnam Structured Product
CDO 2001-1 Ltd               B          A                  AA
Putnam Structured Product
CDO 2001-1 Ltd               C-1        CCC                BB
Putnam Structured Product
CDO 2001-1 Ltd               C-2        CCC                BB
Scorpius CDO Ltd             A-1        CC                 BB/Watch Neg
Scorpius CDO Ltd             A-2A       CC                 B+/Watch Neg
Scorpius CDO Ltd             A-2B       CC                 B-/Watch Neg
Scorpius CDO Ltd             B          CC                 CCC+/Watch
Neg
Scorpius CDO Ltd             C          CC                 CCC/Watch Neg
Scorpius CDO Ltd             D          CC                 CCC/Watch Neg
Sorin CDO V Ltd              A1S        CC                 BB/Watch Neg
Sorin CDO V Ltd              A1J        CC                 CCC+/Watch
Neg
Soter 2007-CRN2 Ltd          Notes      CC                 BBB-/Watch
Neg
Structured Finance Advisors
ABS CDO III, Ltd.            A          AA-                AAA
Structured Finance Advisors  B          CC                 B+/Watch Neg
ABS CDO III, Ltd.
Whately CDO I, Ltd.          A-1A       AA+/Watch Neg      AAA
Whately CDO I, Ltd.          A-1BF      CCC/Watch Neg      A+/Watch Neg
Whately CDO I, Ltd.          A-1BV      CCC/Watch Neg      A+/Watch Neg
Whately CDO I, Ltd.          A-2        CC                 BB+/Watch Neg
Whately CDO I, Ltd.          A-3        CC                 B+/Watch Neg
Zais Investment Grade IX     A-1        AA                 AAA
Zais Investment Grade IX     A-2        A                  AAA/Watch Neg
Zais Investment Grade IX     B          BB+                A+/Watch Neg
Zais Investment Grade IX     C          CC                 BBB-/Watch
Neg
Zais Investment Grade IX     D          CC                 B+/Watch Neg

                        Other Outstanding Ratings

  Transaction                     Class      Rating
  -----------                     -----      ------
Altius IV Funding Ltd             C          CC
Altius IV Funding Ltd             D          CC
Altius IV Funding Ltd             E          CC
Bering CDO I Ltd                  A-2        CC
Bering CDO I Ltd                  A-3        CC
Bering CDO I Ltd                  B          CC
Bering CDO I Ltd                  C          CC
Cairn Mezz ABS CDO II Ltd         B-1        CC
Cairn Mezz ABS CDO II Ltd         B-2        CC
Cairn Mezz ABS CDO II Ltd         C          CC
Cairn Mezz ABS CDO II Ltd         Combo Note CC
Cairn Mezz ABS CDO II Ltd         D          CC
Cairn Mezz ABS CDO II Ltd         E          CC
Class V Funding II Ltd            A-2A       CC
Class V Funding II Ltd            A-2B       CC
Class V Funding II Ltd            B          CC
Class V Funding II Ltd            C          CC
Class V Funding II Ltd            D          CC
Duke Funding High Grade IV Ltd    D          CC
GSC ABS CDO 2006-2m, Ltd.         A-2        CC
GSC ABS CDO 2006-2m, Ltd.         B          CC
GSC ABS CDO 2006-2m, Ltd.         C          CC
GSC ABS CDO 2006-2m, Ltd.         D          CC
GSC ABS CDO 2006-2m, Ltd.         E          CC
GSC ABS CDO 2006-2m, Ltd.         F          CC
GSC ABS CDO 2006-2m, Ltd.         G          CC
G-Star 2003-3 Ltd.                A-1        AAA
G-Star 2003-3 Ltd.                A-2        AAA
G-Star 2003-3 Ltd.                A-3        AA
G-Star 2003-3 Ltd.                B-1        A-
Independence IV CDO, Ltd.         B          CC
Independence IV CDO, Ltd.         C          CC
Independence VII CDO, Ltd.        D          CC
Independence VII CDO, Ltd.        E          CC
Independence VII CDO, Ltd.        F          CC
Ischus Synthetic ABS CDO 2006-1   A-3L       CC
Ltd.


* S&P Cuts Ratings on 95 Classes from 13 US ALT-A RMBS Transaction
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 95
classes from 13 U.S. Alternative-A residential mortgage-backed
securities transactions.  S&P removed 15 of the 95 lowered ratings
from CreditWatch with negative implications.  Additionally, S&P
affirmed its ratings on 126 other classes from these transactions.   
The affected shelves include Bear Stearns Mortgage Funding Trust,
Lehman XS Trust, Luminent Mortgage Trust, and WaMu Mortgage Pass-
Through Certificates Trust.

The downgrades, affirmations, and CreditWatch resolutions
incorporate the current and projected losses based on the dollar
amounts of loans currently in the delinquency, foreclosure, and
real estate owned pipelines, as well as S&P's projection of future
defaults.  S&P also incorporated cumulative losses to date in its
analysis when determining ratings outcomes.

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.  Total
delinquencies ranged from approximately 10% to 30%, and cumulative
losses to date were generally less than 1.0%.  Delinquencies
tended to be highest for the Lehman XS, Luminent, and Bear Stearns
Mortgage Funding trusts, and lower for the WaMu transactions.   
Although cumulative losses for most of these transactions have
been relatively low, S&P is projecting an increase in losses due
to increases in delinquencies and the current condition of the
housing market.  Additionally, due to the negative amortization
feature, losses may be amplified relative to those for standard
forward mortgages if the balances of those particular loans should
grow.

The affirmations reflect sufficient credit enhancement to support
the ratings at their current levels.  Certain senior classes also
benefit from senior support classes that would bear any applicable
losses before the losses could affect the super-senior
certificates.

The subordination of more-junior classes within each structure
provides credit support for the affected transactions.  
Additionally, some of the structures use overcollateralization and
excess spread to absorb losses and accelerate payments to certain
securityholders.  Certain classes also utilize certificate
insurers as credit enhancement.  The collateral backing the
affected trusts originally consisted predominantly of Alternative-
A, first-lien, adjustable-rate, negative-amortization residential
mortgage loans on one- to four-family properties.
     
S&P monitors these transactions over time to incorporate updated
losses and delinquency pipeline performance to determine whether
the applicable credit enhancement features are sufficient to
support the current ratings.  S&P will continue to monitor these
transactions and take additional rating actions as appropriate.

                         Rating Actions

Bear Stearns Mortgage Funding Trust 2007-AR2
Series 2007-AR2
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
A-2        07401TAB2     A              AAA
A-3        07401TAC0     B              AAA/Watch Neg
B-1        07401TAD8     CCC            AA-/Watch Neg
B-2        07401TAE6     CC             BBB/Watch Neg
B-3        07401TAF3     CC             BB/Watch Neg
B-4        07401TAG1     CC             B/Watch Neg

Lehman XS Trust
Series 2005-5N
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
M3         86359DUX3     BB             A
M4         86359DVA2     CC             BBB

Lehman XS Trust Series 2005-9N
Series 2005-9N
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
M1         525221GS0     BBB+           AA+
M2         525221GT8     BB-            AA
M3         525221GU5     B-             AA-
M4         525221GV3     CCC            A+
M5         525221GW1     CCC            A+
M6         525221GX9     CCC            A
M7         525221GY7     CC             BBB+
M8         525221GZ4     CC             BBB-

Lehman XS Trust Series 2005-7N
Series 2005-7N
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
M2-I       525221EW3     BB             AA
M3-I       525221EX1     B              AA
M4-I       525221EY9     CCC            A+
M5-I       525221EZ6     CCC            A
M6-I       525221FA0     CC             A-
M7-I       525221FB8     CC             BBB
M8-I       525221FC6     CC             BBB-
M1-II      525221FD4     B              AA
M2-II      525221FE2     B-             AA-
M3-II      525221FF9     CCC            A
M4-II      525221FG7     CC             BBB+
M5-II      525221FH5     CC             BBB
M6-II      525221FJ1     CC             BBB-

Luminent Mortgage Trust 2006-6
Series 2006-6
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
A-2A       55027YAB4     A              AAA
A-2B       55027YAE8     A              AAA
A-3        55027YAF5     B              AAA/Watch Neg
B-1        55027YAG3     CCC            AA+/Watch Neg
B-2        55027YAH1     CCC            AA/Watch Neg
B-3        55027YAJ7     CCC            AA-/Watch Neg
B-4        55027YAK4     CCC            A+/Watch Neg
B-5        55027YAL2     CC             A/Watch Neg
B-6        55027YAM0     CC             A-/Watch Neg
B-7        55027YAN8     CC             BBB/Watch Neg
B-8        55027YAP3     CC             BB/Watch Neg
B-9        55027YAQ1     CC             B/Watch Neg

WaMu Mortgage Pass Through Certificates Series 2005-AR13 Trust
Series 2005-AR13
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
B-8        92922F5F1     BB+            BBB
B-9        92922F5G9     B+             BBB-
B-10       92922F5M6     B              BB+
B-11       92922F5N4     CCC            BB
B-12       92922F5P9     CCC            BB-
B-13       92922F5Q7     CC             B

WaMu Mortgage Pass-Through Certificates Series 2005-AR15 Trust
Series 2005-AR15
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
B-5        92922F6J2     BBB-           A
B-6        92922F6K9     BB             A-
B-7        92922F6L7     B              BBB+
B-8        92922F6M5     B-             BBB
B-9        92922F6N3     CCC            BBB-
B-10       92922F6Q6     CCC            BB+
B-11       92922F6R4     CCC            BB
B-12       92922F6S2     CCC            BB-
B-13       92922F6T0     CC             B

WaMu Mortgage Pass-Through Certificates Series 2005-AR17 Trust
Series 2005-AR17
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
B-5        92922F8D3     BBB            A
B-6        92922F8E1     BB             A-
B-7        92922F8F8     B              BBB+
B-8        92922F8G6     B-             BBB
B-9        92922F8H4     CCC            BBB-
B-10       92925CAA0     CCC            BB+
B-11       92925CAB8     CCC            BB
B-12       92925CAC6     CCC            BB-
B-13       92925CAD4     CC             B

WaMu Mortgage Pass-Through Certificates Series 2005-AR2 Trust
Series 2005-AR2
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
B-6        92922FE61     BB             A-
B-7        92922FF29     B+             BBB+
B-8        92922FF37     B              BBB
B-9        92922FF45     B-             BBB-
B-10       92922FF52     CCC            BB
B-11       92922FF60     CC             B

WaMu Mortgage Pass-Through Certificates Series 2005-AR6 Trust
Series 2005-AR6
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
B-6        92922FK49     BBB            A-
B-7        92922FK56     BB             BBB+
B-8        92922FK64     B+             BBB
B-9        92922FK72     B              BBB-
B-10       92922FK98     CCC            BB
B-11       92922FL22     CC             B

WaMu Mortgage Pass-Through Certificates Series 2005-AR9 Trust
Series 2005-AR9
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
B-4        92922FV70     B              BB
B-5        92922FV88     CC             B

WaMu Mortgage Pass-Through Certificates Series 2006-AR4 Trust
Series 2006-AR4
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
B-6        93934FQC9     BB+            A-
B-7        93934FQD7     B              BBB+
B-8        93934FQE5     B-             BBB
B-9        93934FQF2     CCC            BBB-

WaMu Mortgage Pass-Through Certificates Series 2006-AR5 Trust
Series 2006-AR5
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
B-1        93362YAH5     A+             AA+
B-2        93362YAJ1     B+             AA
B-3        93362YAK8     B-             AA-
B-4        93362YAL6     CCC            A+
B-5        93362YAM4     CCC            A
B-6        93362YAN2     CCC            A-
B-7        93362YAP7     CCC            BBB+
B-8        93362YAQ5     CCC            BBB
B-9        93362YAR3     CC             BBB-
B-10       93362YAU6     CC             BB+
B-11       93362YAV4     CC             B
B-12       93362YAW2     CC             CCC

                         Ratings Affirmed

Bear Stearns Mortgage Funding Trust 2007-AR2
Series 2007-AR2

Class      CUSIP         Rating
-----      -----         ------
A-1        07401TAA4     AAA

Lehman XS Trust
Series 2005-5N

Class      CUSIP         Rating
-----      -----         ------
1-A1       86359DUL9     AAA
1-A2       86359DUM7     AAA
1-A3       86359DUN5     AAA
2-A1       86359DUP0     AAA
2-A2       86359DUQ8     AAA
3-A1A      86359DUR6     AAA
3-A1B      86359DUS4     AAA
3-A2       86359DUT2     AAA
3-A3B      86359DUY1     AAA
3-A3C      86359DUZ8     AAA
M1         86359DUV7     AA+
M2         86359DUW5     AA

Lehman XS Trust Series 2005-9N
Series 2005-9N

Class      CUSIP         Rating
-----      -----         ------
1-A-1      525221GM3     AAA
1-A2       525221GN1     AAA
1-A3       525221GP6     AAA
2-A1       525221GQ4     AAA
2-A2       525221GR2     AAA

Lehman XS Trust, Series 2005-7N
Series 2005-7N

Class      CUSIP         Rating
-----      -----         ------
1-A1A      525221EM5     AAA
1-A1B      525221EN3     AAA
1-A2A      525221EP8     AAA
1-A3       525221EQ6     AAA
2-A1       525221ER4     AAA
2-A2       525221ES2     AAA
M1-I       525221EV5     AA+
3-A1       525221ET0     AAA
3-A2       525221EU7     AAA

Luminent Mortgage Trust 2006-6
Series 2006-6

Class      CUSIP         Rating
-----      -----         ------
A-1        55027YAD0     AAA

WaMu Mortgage Pass Through Certificates Series 2005-AR13 Trust
Series 2005-AR13

Class      CUSIP         Rating
-----      -----         ------
A-1A1      92922F4M7     AAA
A-1A2      92922F4N5     AAA
A-1A3      92922F4P0     AAA
A-1B1      92922F4Q8     AAA
A-1B2      92922F4R6     AAA
A-1B3      92922F4S4     AAA
A-1C2      92922F4U9     AAA
A-1C3      92922F4V7     AAA
A-1C4      92922F4W5     AAA
X          92922F4X3     AAA
B-1        92922F4Y1     AA+
B-2        92922F4Z8     AA
B-3        92922F5A2     AA-
B-4        92922F5B0     A+
B-5        92922F5C8     A
B-6        92922F5D6     A-
B-7        92922F5E4     BBB+

WaMu Mortgage Pass-Through Certificates Series 2005-AR15 Trust
Series 2005-AR15

Class      CUSIP         Rating
-----      -----         ------
A-1A1      92922F5T1     AAA
A-1A2      92922F5U8     AAA
A-1B1      92922F5V6     AAA
A-1B2      92922F5W4     AAA
A-1B3      92922F5X2     AAA
A-1B4      92922F5Y0     AAA
A-1C2      92922F6A1     AAA
A-1C3      92922F6B9     AAA
A-1C4      92922F6C7     AAA
X          92922F6D5     AAA
B-1        92922F6E3     AA+
B-2        92922F6F0     AA
B-3        92922F6G8     AA-
B-4        92922F6H6     A+


WaMu Mortgage Pass-Through Certificates Series 2005-AR17 Trust
Series 2005-AR17

Class      CUSIP         Rating
-----      -----         ------
A-1A1      92922F7P7     AAA
A-1A2      92922F7Q5     AAA
A-1B1      92922F7R3     AAA
A-1B2      92922F7S1     AAA
A-1B3      92922F7T9     AAA
A-1C2      92922F7V4     AAA
A-1C3      92922F7W2     AAA
A-1C4      92922F7X0     AAA
X          92922F7Y8     AAA
B-1        92922F7Z5     AA+
B-2        92922F8A9     AA
B-3        92922F8B7     AA-
B-4        92922F8C5     A+

WaMu Mortgage Pass-Through Certificates Series 2005-AR2 Trust
Series 2005-AR2

Class      CUSIP         Rating
-----      -----         ------
1-A-1A     92922FC97     AAA
1-A-1B     92922FE87     AAA
2-A-1A     92922FD21     AAA
2-A-1B     92922FD39     AAA
2-A-2A1    92922FD47     AAA
2-A-2A3    92922FD62     AAA
2-A-2B     92922FD70     AAA
2-A-3      92922FE95     AAA
X          92922FD88     AAA
B-1        92922FD96     AA+
B-2        92922FE20     AA
B-3        92922FE38     AA-
B-4        92922FE46     A+
B-5        92922FE53     A

WaMu Mortgage Pass-Through Certificates Series 2005-AR6 Trust
Series 2005-AR6

Class      CUSIP         Rating
-----      -----         ------
1-A-1A     92922FH84     AAA
1-A-1B     92922FH92     AAA
2-A-1A     92922FJ25     AAA
2-A-1B2    92922FJ41     AAA
2-A-1B3    92922FL48     AAA
2-A-1C     92922FJ58     AAA
X          92922FJ66     AAA
B-1        92922FJ74     AA+
B-2        92922FJ82     AA
B-3        92922FJ90     AA-
B-4        92922FK23     A+
B-5        92922FK31     A

WaMu Mortgage Pass-Through Certificates Series 2005-AR9 Trust
Series 2005-AR9

Class      CUSIP         Rating
-----      -----         ------
A-1A       92922FU48     AAA
A-1B       92922FU55     AAA
A-1C3      92922FU89     AAA
A-2A       92922FU97     AAA
X          92922FV21     AAA
B-1        92922FV39     AA
B-2        92922FV47     A
B-3        92922FV54     BBB

WaMu Mortgage Pass-Through Certificates Series 2006-AR4 Trust
Series 2006-AR4

Class      CUSIP         Rating
-----      -----         ------
1A-1A      93934FPN6     AAA
1A-1B      93934FPP1     AAA
1A-1C2     93934FPR7     AAA
1A-1C3     93934FPS5     AAA
2A-1A      93934FPT3     AAA
1X-1A      93934FPU0     AAA
1X-1B      93934FPV8     AAA
2X         93934FPW6     AAA
PPP        93934FQH8     AAA
B-1        93934FPX4     AA+
B-2        93934FPY2     AA
B-3        93934FPZ9     AA-
B-4        93934FQA3     A+
B-5        93934FQB1     A

WaMu Mortgage Pass-Through Certificates Series 2006-AR5 Trust
Series 2006-AR5

Class      CUSIP         Rating
-----      -----         ------
A-1A       93362YAA0     AAA
A-1A2A     93362YAB8     AAA
A-1A2B     93362YAC6     AAA
A-1B2      93362YAE2     AAA
A-1B3      93362YAF9     AAA
X          93362YAG7     AAA


* S&P Trims Ratings on 110 Cert. Classes from 46 US Subprime RMBS
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 110
classes of mortgage pass-through certificates from 46 U.S.
subprime residential mortgage-backed securities transactions.  S&P
removed two of the lowered ratings from CreditWatch with negative
implications.  Concurrently, S&P affirmed its ratings on four
classes from RASC Series 2004-KS11 Trust.

The lowered ratings reflect the deterioration of available credit
support for the affected transactions as well as S&P's loss
expectations based on the dollar amount of loans currently in the
delinquency pipelines.  Overcollateralization has been completely
depleted for these deals due to recent losses.  This O/C
deficiency caused a principal write-down on 67 classes, which
prompted us to downgrade them to 'D'.  A breakdown of the rating
transitions for the classes downgraded to 'D':

   Rating prior to 'D'     No. of classes
   -------------------     --------------
   CC                      53
   CCC                     11
   BB                      1
   BB+                     1
   BBB-                    1

As of the Sept. 25, 2008, remittance date, cumulative losses for
the transactions with lowered ratings ranged from 1.71% to 16.12%
of the original pool balances.  Total delinquencies ranged from
17.3% to 60.16% of the current pool balances, while severe
delinquencies ranged from 10.56% to 56.05% of the current pool
balances.  As of the September 2008 remittance period, severe
delinquencies outpaced current credit support on average 2.63x for
the downgraded classes.
     
The affirmations reflect current and projected credit support
percentages that are sufficient to maintain the ratings at their
current levels.  As of the September 2008 remittance report,
credit support for these classes ranged from 46.86% to 93.88% of
the current pool balance.  In comparison, the ratio of current
credit enhancement to original 'AAA' enhancement ranged from 2x to
4x.

A combination of subordination, excess interest, and O/C provide
credit enhancement for these transactions. The collateral for
these series originally consisted of subprime pools of fixed- and
adjustable-rate mortgage loans secured by first liens on one- to
four-family residential properties.

                          Rating Actions

Citigroup Mortgage Loan Trust 2006-NC1
Series     2006-NC1
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
M-10       172983AU2     D              CC

Citigroup Mortgage Loan Trust Inc.
Series     2005-HE1
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
M-7        17307GQV3     CC             CCC
M-8        17307GQW1     CC             CCC
M-9        17307GQX9     D              CC

Citigroup Mortgage Loan Trust Inc.
Series     2005-HE3
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
M-12       17307GXL7     D              CC
M-13       17307GXM5     D              CC

Citigroup Mortgage Loan Trust Inc.
Series     2005-HE4
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
M-10       17307GQ76     CC             CCC
M-11       17307GQ92     CC             CCC
M-12       17307GR26     D              CC

Home Equity Mortgage Loan Asset Backed Trust Series INABS 2006-A
Series 2006-A
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
M-10       456606KT8     D              CC

Home Equity Mortgage Loan Asset-Backed Trust, Series SPMD 2001-C
Series SPMD2001-C
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
M-2        456606DD1     B              A
B          456606DE9     D              BB/Watch Neg

Merrill Lynch Mortgage Investors Trust
Series 2005-HE2
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
M-6        59020US97     D              CC
B-1        59020UT21     D              CC
B-2        59020UT39     D              CC

Merrill Lynch Mortgage Investors Trust Series 2006-FM1
Series 2006-FM1
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
B-2        59021AAM0     D              CC

Merrill Lynch Mortgage Investors Trust Series 2006-HE4
Series 2006-HE4
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
M-6        59023EAN8     D              CC

Merrill Lynch Mortgage Investors Trust, Series 2003-WMC1
Series 2003-WMC1
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
B-2        589929J74     D              CCC

Merrill Lynch Mortgage Investors Trust, Series 2005-HE3
Series 2005-HE3
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
B-1        59020UZ24     D              CC

Merrill Lynch Mortgage Investors Trust, Series 2006-AR1
Series 2006-AR1
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
B-1        59020VBD4     D              CC

Merrill Lynch Mortgage Investors Trust, Series 2006-RM2
Series 2006-RM2
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
M-5        590216AL1     D              CC

Merrill Lynch Mortgage Investors Trust, Series 2006-RM4
Series 2006-RM4
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
M-5        59023QAK7     D              CC
M-6        59023QAL5     D              CC

Merrill Lynch Mortgage Investors Trust, Series 2006-RM5
Series 2006-RM5
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
M-3        59023FAG0     D              CC

Merrill Lynch Mortgage Investors Trust, Series 2006-WMC1
Series 2006-WMC1
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
B-2A       59020U4H5     D              CC
B-2B       59020U4J1     D              CC
B-3        59020U4K8     D              CC

Nomura Home Equity Loan Inc Home Equity Loan Trust Series 2007-2
Series 2007-2
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
M-8        65537MAN6     CC             CCC
M-9        65537MAP1     D              CCC
B-1        65537MAQ9     D              CCC

Nomura Home Equity Loan Inc. Home Equity Loan Trust Series 2006-
HE3
Series 2006-HE3
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
M-8        65536QAN8     CC             CCC
M-9        65536QAP3     D              CCC
B-1        65536QAQ1     D              CC
B-2        65536QAR9     D              CC

Nomura Home Equity Loan Inc., Home Equity Loan Trust, Series 2006-
HE2
Series 2006-HE2
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
M-9        65536MAN7     CC             CCC
B-1        65536MAP2     D              CCC
B-2        65536MAQ0     D              CCC

Nomura Home Equity Loan, Inc., Home Equity Loan Trust, Series
2005-FM1
Series 2005-FM1
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
B-2        65536HAR9     D              CC
B-3A       65536HAS7     D              CC
B-3B       65536HAW8     D              CC

Ownit Mortgage Loan Trust
Series 2004-1
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
B-5        691215AL1     CCC            BBB+
B-6        691215AM9     CC             BB
B-7        691215AN7     D              CCC

Ownit Mortgage Loan Trust
Series 2005-4
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
B-1A       69121PBH5     D              CC
B-1B       69121PBM4     D              CC

Ownit Mortgage Loan Trust Series 2005-2
Series 2005-2
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
B-1        691215BD8     BBB            A
B-2        691215BE6     CCC            BBB
B-3        691215BF3     CC             CCC
B-4        691215BG1     CC             CCC
B-5        691215BH9     D              CCC

Ownit Mortgage Loan Trust Series 2005-3
Series 2005-3
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
M-3        69121PAH6     D              CC
B-1        69121PAK9     D              CC

Ownit Mortgage Loan Trust, Series 2005-5
Series 2005-5
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
M-3        69121PBW2     CC             CCC
M-4        69121PBX0     CC             CCC
M-5        69121PBY8     D              CC
M-6        69121PBZ5     D              CC
B-1        69121PCA9     D              CC

RAMP Series 2005-EFC1 Trust
Series 2005-EFC1
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
M-9        76112BRU6     CC             CCC
B-1        76112BRV4     CC             CCC
B-2        76112BRW2     D              CC

RASC Series 2004-KS10 Trust
Series 2004-KS10
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
M-2        76110WG42     A-             A+
M-3        76110WG59     BBB-           A
M-4        76110WG67     BB-            BBB-
M-5        76110WG75     B              BB
M-6        76110WG83     CCC            B
B          76110WG91     D              CCC

RASC Series 2004-KS11 Trust
Series 2004-KS11
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
M-2        76110WJ49     BBB            A+
M-3        76110WJ56     B              A
M-4        76110WJ64     B-             A-
M-5        76110WJ72     CCC            BBB+
M-6        76110WJ80     CC             BBB
B          76110WJ98     D              BBB-

RASC Series 2004-KS12 Trust
Series 2004-KS12
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
M-2        76110WK96     BB             A
M-3        76110WL20     B              A-
M-4        76110WL38     CCC            BBB+
M-5        76110WL46     CCC            BBB
M-6        76110WL53     CC             BBB-
B          76110WL61     D              BB+

RASC Series 2005-AHL3 Trust
Series 2005-AHL3
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
M-9        76110W6W1     D              CC

RASC Series 2005-KS2 Trust
Series 2005-KS2
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
M-6        76110WP34     CC             CCC
B          76110WP42     D              CC

RASC Series 2005-KS4 Trust
Series 2005-KS4
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
B-1        76110WV86     CC             CCC
B-2        76110WV94     D              CC

RASC Series 2005-KS5 Trust
Series 2005-KS5
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
B-1        76110WX68     CC             CCC
B-2        76110WX76     D              CC

RASC Series 2005-KS6 Trust
Series
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
B-1        76110WZ90     CC             CCC
B-2        76110W2A3     D              CC
B-3        76110W2B1     D              CC

RASC Series 2006-EMX5 Trust
Series 2006-EMX5
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
M-8        74924QAM2     D              CC

RASC Series 2006-KS3 Trust
Series 2006-KS3
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
M-11       76113ABW0     D              CC

RASC Series 2006-KS5 Trust
Series 2006-KS5
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
M-7        75406VAL7     CC             CCC
M-8        75406VAM5     CC             CCC
M-9        75406VAN3     D              CCC
B          75406VAP8     D              CC

Structured Asset Securities Corp.
Series 2002-HF1
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
M3         86358RL62     CCC            BBB/Watch Neg

Structured Asset Securities Corporation 2005-RMS1
Series 2005RMS1
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
M-6        86359B6Y2     CC             CCC
M-8        86359B7A3     D              CC

Structured Asset Securities Corporation 2005-WMC1
Series 2005-WMC1
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
B          86359B6N6     D              CC

Structured Asset Securities Corporation Mortgage Loan Trust
2005-OPT1
Series 2005-OPT1
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
M9         86359DVP9     D              CC
B          86359DVQ7     D              CC

Structured Asset Securities Corporation Mortgage Loan Trust
2006-AM1
Series 2006-AM1
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
B1         86359XAQ6     D              CC

Structured Asset Securities Corporation Mortgage Loan Trust
2006-BC1
Series 2006-BC1
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
M9         86359YAS0     D              CC

Structured Asset Securities Corporation Mortgage Loan Trust
2006-OW1
Series 2006-OW1
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
M5         863576EX8     D              CC
M6         863576EY6     D              CC
M7         863576EZ3     D              CC

Structured Asset Securities Corporation Mortgage Loan Trust
2006-W1
Series 2006-W1
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
M9         86361CAP0     CC             CCC
B1         86361CAQ8     CC             CCC
B2         86361CAR6     D              CCC

Structured Asset Securities Corporation Mortgage Loan Trust-
2006-NC1
Series 2006-NC1
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
B1         86360PAS6     D              CC
B2         86360PAT4     D              CC

                         Ratings Affirmed

RASC Series 2004-KS11 Trust
Series 2004-KS11

Class      CUSIP         Rating
-----      -----         ------
A-I-3      76110WH82     AAA
A-II-1     76110WH90     AAA
A-II-2     76110WJ23     AAA
M-1        76110WJ31     AA


* S&P Chips Ratings on 193 Classes from 24 RMBS Transactions
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 193
classes from 24 residential mortgage-backed securities
transactions backed by U.S. negative-amortization (Neg-Am)
Alternative-A mortgage loan collateral issued in 2006 and 2007.  
The downgraded classes have a current balance of approximately
$5.66 billion.  S&P removed 95 of the lowered ratings from
CreditWatch with negative implications.  S&P downgraded class B-5
from Washington Mutual Mortgage Pass-Through Certificates WMALT
Series 2006-AR1 to 'D' due to a principal write-down to the class.  
In addition, S&P affirmed its ratings on 127 classes and removed
22 of the affirmed ratings from CreditWatch negative.

The downgrades reflect its opinion that projected credit support
for the affected classes is insufficient to maintain the previous
ratings given S&P's current projected losses, as stated in "S&P
Publishes Revised Projected Losses For '06/'07 U.S. Alt-A Short-
Reset Hybrid, Neg-Am RMBS," published Aug. 20, 2008, on
RatingsDirect.

S&P arrived at its estimated projected losses for the Alt-A RMBS
deals using the analysis outlined in "Standard & Poor's Revised
Default And Loss Curves For U.S. Alt-A RMBS Transactions,"
published Dec. 19, 2007, on RatingsDirect.  The revised loss
assumptions used in this review also include S&P's new loss
severity assumptions, which it outlined in "Criteria: Standard &
Poor's Revises U.S. Subprime, Prime, And Alternative-A RMBS Loss
Assumptions," published on July 30, 2008, on RatingsDirect.
     
As part of S&P's analysis, it considered the characteristics of
the underlying mortgage collateral as well as macroeconomic
influences.  For example, the risk profile of the underlying
mortgage pools influences S&P's default projections, while its
outlook for housing price declines and the health of the housing
market influence its loss severity assumptions.
     
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
expected ability to withstand additional credit deterioration.  In
order to maintain a rating higher than 'B', a class had to absorb
losses in excess of the base-case assumptions S&P assumed in its
analysis.  For example, a class may have to withstand
approximately 115% of S&P's base-case loss assumptions in order to
maintain a 'BB' rating, while a different class may have to
withstand approximately 125% of its base-case loss assumptions to
maintain a 'BBB' rating.  A class that has an affirmed 'AAA'
rating can likely withstand approximately 150% of its base-case
loss assumptions under S&P's analysis, subject to individual caps
and qualitative factors assumed on specific transactions.
     
S&P also took into account the pay structure of each transaction
and only stressed classes with losses that would occur while they
remained outstanding.

Additionally, S&P only gave excess interest credit for the amount
of time the classes would be outstanding.  For example, if S&P
projected a class to pay down in 15 months, then it only applied
15 months of losses to that class.  Additionally, in such a case
S&P assumed 15 months of excess spread if the class was structured
with excess spread as credit enhancement.

In the coming weeks, Standard & Poor's will continue to analyze
the remaining transactions affected by its revised loss
expectations.  S&P will analyze deals in order of performance,
looking at worse-performing deals first.

                           Rating Actions

Alternative Loan Trust 2006-OA11
Series      2006-OA11
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
A-3A       02147DAE1     A              AAA
A-3B2      02147DAT8     A              AAA
A-5        02147DAV3     A              AAA
M-1        02147DAF8     BB             AA+
M-2        02147DAG6     B              AA/Watch Neg
M-3        02147DAH4     B-             AA-/Watch Neg
M-4        02147DAJ0     CCC            A+/Watch Neg
M-5        02147DAK7     CCC            A/Watch Neg
M-6        02147DAL5     CCC            A/Watch Neg
M-7        02147DAM3     CC             B/Watch Neg
M-8        02147DAN1     CC             CCC

Alternative Loan Trust 2006-OA16
Series      2006-OA16
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
A-5        23242GBA1     BBB            AAA
M-1        23242GAH7     BB             AA+/Watch Neg
M-2        23242GAJ3     B              AA/Watch Neg
M-3        23242GAK0     B-             AA-/Watch Neg
M-4        23242GAL8     CCC            A+/Watch Neg
M-5        23242GAM6     CCC            BBB/Watch Neg
M-6        23242GAN4     CCC            BB/Watch Neg
M-7        23242GAP9     CCC            B/Watch Neg
M-8        23242GBB9     CC             CCC
M-9        23242GAQ7     CC             CCC

Alternative Loan Trust 2006-OA2
Series      2006-OA2
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
A-4        126694S33     B              AAA/Watch Neg
A-6        126694S58     B              AAA/Watch Neg
A-7        126694V88     B              AAA/Watch Neg
M-1        126694S74     CCC            BBB
M-2        126694S82     CCC            B
M-7        126694T57     CC             CCC

Alternative Loan Trust 2006-OA6
Series 2006-OA6
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
1A-1B      12668BE25     BBB            AAA
1A-4A      12668BE58     BBB            AAA
1A-4C      12668BE74     BBB            AAA
1A-4D      12668BE82     BBB            AAA
2-A        12668BE90     BBB            AAA
M-1        12668BF24     B              AA+/Watch Neg
M-2        12668BF32     B-             AA/Watch Neg
M-3        12668BF40     B-             A/Watch Neg
M-4        12668BF57     CCC            BB/Watch Neg
M-5        12668BF65     CC             B/Watch Neg
M-6        12668BF73     CC             CCC

Alternative Loan Trust 2006-OA8
Series 2006-OA8
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
1-A-3      02147CAC7     BBB            AAA/Watch Neg
2-A-5      02147CAH6     BBB            AAA/Watch Neg
M-1        02147CAL7     BB             AA+/Watch Neg
M-2        02147CAM5     B              BBB/Watch Neg
M-3        02147CAN3     CCC            B/Watch Neg
M-4        02147CAP8     CCC            B/Watch Neg
M-5        02147CAQ6     CC             CCC
M-6        02147CAR4     CC             CCC
M-7        02147CAS2     CC             CCC

Chevy Chase Funding LLC Mortgage-Backed Certificates, Series 2006-2
Trust
Series 2006-2
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
IO                       AAA            AAA/Watch Neg
NIO                      AAA            AAA/Watch Neg
B-1        16678WAC0     B              A/Watch Neg
B-1NA                    B              A/Watch Neg
B-2        16678WAD8     CCC            B/Watch Neg
B-2NA                    CCC            B/Watch Neg
B-3        16678WAE6     CC             CCC

Chevy Chase Funding LLC Mortgage-Backed Certificates, Series 2006-4
Trust
Series 2006-4
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
A-1        16678XAA2     AA             AAA
A-2        16678XAB0     B              AAA
A-1I                     AA             AAA
A-2I                     B              AAA/Watch Neg
A-NA                     AA             AAA
IO                       AA             AAA/Watch Neg
NIO                      AA             AAA/Watch Neg
B-1        16678XAC8     CCC            AA/Watch Neg
B-1I                     CCC            AA/Watch Neg
B-1NA                    CCC            AA/Watch Neg
B-2        16678XAD6     CC             BB/Watch Neg
B-2I                     CC             BB/Watch Neg
B-2NA                    CC             BB/Watch Neg
B-3        16678XAE4     CC             CCC
B-3I                     CC             CCC
B-3NA                    CC             CCC

Chevy Chase Funding LLC Mortgage-Backed Certificates, Series 2007-1
Trust
Series 2007-1
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
A-2I                     AAA            AAA/Watch Neg
IO                       AAA            AAA/Watch Neg
NIO                      AAA            AAA/Watch Neg
B-1I                     A              A/Watch Neg
B-1NA                    A              A/Watch Neg
B-2        16679AAD5     B              B/Watch Neg
B-2I                     B              B/Watch Neg
B-2NA                    B              B/Watch Neg

Chevy Chase Funding LLC Mortgage-Backed Certificates, Series 2007-2
Trust
Series 2007-2
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
A-2I                     AAA            AAA/Watch Neg
IO                       AAA            AAA/Watch Neg
NIO                      AAA            AAA/Watch Neg
B-1        16679BAC5     BBB            BBB/Watch Neg
B-1I                     BBB            BBB/Watch Neg
B-1NA                    BBB            BBB/Watch Neg
B-2        16679BAD3     B              B/Watch Neg
B-2I                     B              B/Watch Neg
B-2NA                    B              B/Watch Neg

Chevy Chase Funding LLC Trust, Series 2006-1
Series 2006-1
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
IO                       AAA            AAA/Watch Neg
NIO                      AAA            AAA/Watch Neg
B-1        16678RFD4     BB             AA
B-1NA                    BB             AA/Watch Neg
B-2        16678RFE2     B-             B/Watch Neg
B-2NA                    B-             B/Watch Neg

CHL Mortgage Pass-Through Trust 2006-3
Series 2006-3
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
1-A-3      126694YL6     A              AAA/Watch Neg
1-M-1      126694YU6     B              AA/Watch Neg
1-M-2      126694YV4     CCC            AA-/Watch Neg
1-M-3      126694YW2     CCC            A+/Watch Neg
1-M-4      126694YX0     CC             A/Watch Neg
1-M-5      126694YY8     CC             BB/Watch Neg
1-M-6      126694YZ5     CC             B/Watch Neg
2-A-3      126694YP7     AAA            AAA/Watch Neg
2-M-1      126694ZB7     BBB            AA-/Watch Neg
3-A-2      126694YR3     AA             AAA/Watch Neg
3-A-3      126694YS1     BB             AAA/Watch Neg
3-M-1      126694ZJ0     CCC            BBB/Watch Neg
3-M-2      126694ZK7     CCC            BB/Watch Neg
3-M-3      126694ZL5     CCC            B/Watch Neg
3-M-4      126694ZM3     CC             CCC
3-M-5      126694ZN1     CC             CCC
3-M-6      126694ZP6     CC             CCC

CMALT (CitiMortgage Alternative Loan Trust), Series 2006-A2
Series 2006-A2
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
A-1        17309CAA3     A              AAA
A-2        17309CAB1     A              AAA
A-3        17309CAC9     A              AAA
A-4        17309CAD7     A              AAA
A-5        17309CAE5     A              AAA
A-6        17309CAF2     A              AAA
A-7        17309CAG0     A              AAA
A-8        17309CAH8     A              AAA
A-PO       17309CAJ4     A              AAA
B-1        17309CAK1     B              AA
B-2        17309CAL9     CCC            A
B-3        17309CAM7     CCC            BBB
B-4        17309CAN5     CC             CCC

WaMu Mortgage Pass-Through Ceritifcates Series 2006-AR3 Trust
Series 2006-AR3
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
B-3        92925CDH2     A              AA-
B-4        92925CDJ8     BB             A+/Watch Neg
B-5        92925CDK5     B+             A/Watch Neg
B-6        92925CDL3     B              A-/Watch Neg
B-7        92925CDM1     B-             BBB+/Watch Neg
B-8        92925CDN9     CCC            BBB/Watch Neg
B-9        92925CDP4     CCC            BBB-/Watch Neg
B-10       92925CEB4     CCC            BB+/Watch Neg
B-11       92925CEC2     CC             BB/Watch Neg
B-12       92925CED0     CC             BB-/Watch Neg
B-13       92925CEE8     CC             B/Watch Neg

WaMu Mortgage Pass-Through Certificates Series 2006-AR7 Trust
Series 2006-AR7
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
B-1        93363CAL3     BB             BBB
B-2        93363CAM1     B-             B/Watch Neg
B-3        93363CAN9     CCC            B/Watch Neg

WaMu Mortgage Pass-Through Certificates Series 2007-OA1 Trust
Series 2007-OA1
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
A-1C       92926WAC1     BB             AAA
B-1        92926WAF4     B              AA+
B-2        92926WAG2     CCC            A/Watch Neg
B-3        92926WAH0     CCC            BBB/Watch Neg
B-4        92926WAJ6     CCC            BB/Watch Neg
B-5        92926WAK3     CCC            B/Watch Neg
B-6        92926WAL1     CC             B/Watch Neg
B-7        92926WAM9     CC             CCC
B-8        92926WAN7     CC             CCC
B-9        92926WAP2     CC             CCC

WaMu Mortgage Pass-Through Certificates Series 2007-OA2 Trust
Series 2007-OA2
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
CA-1C      933635AD6     BBB            AAA
1X-PPP     933635AE4     BBB            AAA
2X-PPP     933635AG9     BBB            AAA
B-1        933635AH7     BB             AA+
B-2        933635AJ3     B              AA/Watch Neg
B-3        933635AK0     CCC            A/Watch Neg
B-4        933635AL8     CCC            BB/Watch Neg
B-5        933635AM6     CCC            B/Watch Neg
B-6        933635AN4     CCC            B/Watch Neg
B-8        933635AQ7     CC             CCC
B-9        933635AR5     CC             CCC

WaMu Mortgage Pass-Through Certificates Series 2007-OA3 Trust
Series 2007-OA03
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
CA-1B      93364AAE2     BBB            AAA
CA-1C      93364AAF9     BB             AAA
B-1        93364AAJ1     B              AA+
B-2        93364AAK8     CCC            BBB-/Watch Neg
B-3        93364AAL6     CCC            BB+/Watch Neg

WaMu Mortgage Pass-Through Certificates Series 2007-OA4 Trust
Series 2007-OA4
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
CA-1C      93364CAE8     BB             AAA
B-1        93364CAH1     B              AA+
B-2        93364CAJ7     CCC            BBB/Watch Neg
B-3        93364CAK4     CCC            BBB-/Watch Neg

WaMu Mortgage Pass-Through Certificates Series 2007-OA5 Trust
Series 2007-OA5
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
CA-1B      93364BAD2     AA             AAA
CA-1C      93364BAE0     BB             AAA
B-1        93364BAH3     B              BBB+/Watch Neg
B-2        93364BAJ9     CCC            BB/Watch Neg
B-3        93364BAK6     CC             BB-/Watch Neg
B-4        93364BAL4     CC             B/Watch Neg
B-5        93364BAM2     CC             CCC

WaMu Mortgage Pass-Through Certificates, Series 2006-AR9
Series 2006-AR9
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
B2         93363DAL1     BBB            AA
B3         93363DAM9     BB             AA-/Watch Neg
B4         93363DAN7     B+             A+/Watch Neg
B5         93363DAP2     B              A/Watch Neg
B6         93363DAQ0     B-             A-/Watch Neg
B7         93363DAR8     CCC            BBB+/Watch Neg
B8         93363DAS6     CCC            BB/Watch Neg
B9         93363DAT4     CCC            B/Watch Neg
B10        93363DAU1     CC             CCC
B11        93363DAW7     CC             CCC

Washington Mutual Mortgage Pass-Through Certificates WMALT Series 2006-
AR1 Trust
Series 2006-AR1
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
A-1C       93934FJS2     B              AA/Watch Neg
B-1        93934FJV5     CCC            B/Watch Neg
B-2        93934FJW3     CC             CCC
B-3        93934FJX1     CC             CCC
B-5        93934FKE1     D              CC

Washington Mutual Mortgage Pass-Through Certificates WMALT Series 2007-
OA1 Trust
Series 2007-OA1
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
1A         93935NAA2     A              AAA
2A         93935NAB0     A              AAA
CA-1B      93935NAC8     BB             A
CA-1C      93935NAD6     B              BBB
CX-1       93935NAE4     A              AAA
CX-2-PPP   93935NAF1     A              AAA
B-1        93935NAG9     CCC            BB
B-2        93935NAH7     CCC            B+
B-3        93935NAJ3     CCC            B
B-4        93935NAK0     CCC            B-

Washington Mutual Mortgage Pass-Through Certificates WMALT Series 2007-
OA4 Trust
Series 2007-OA4
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
A-1B       93936MAB1     AA             AAA
A-1C       93936MAC9     BB             A
A-1D       93936MAD7     B              BBB
B-1        93936MAF2     CCC            BB
B-2        93936MAG0     CCC            B
B-3        93936MAH8     CCC            B-
B-5        93936MAK1     CC             CCC

Washington Mutual Mortgage Pass-Through Certificates, WMALT Series 2007-
OA2 Trust
Series 2007-OA2
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
1A         93935QAA5     A              AAA
2A         93935QAB3     A              AAA
CA-1B      93935QAC1     BB             A
CA-1C      93935QAD9     B              BBB
CX-1       93935QAE7     A              AAA
CX-2-PPP   93935QAF4     A              AAA
B-1        93935QAG2     CCC            BB
B-2        93935QAH0     CCC            B+
B-3        93935QAJ6     CCC            B

                         Ratings Affirmed

Alternative Loan Trust 2006-OA11
Series 2006-OA11

Class      CUSIP         Rating
-----      -----         ------
A-1B       02147DAB7     AAA
A-1C       02147DAC5     AAA
A-2        02147DAD3     AAA
A-3B1      02147DAS0     AAA
A-4        02147DAU5     AAA

Alternative Loan Trust 2006-OA16
Series 2006-OA16

Class      CUSIP         Rating
-----      -----         ------
A-1B       23242GAB0     AAA
A-1C       23242GAC8     AAA
A-1D       23242GAD6     AAA
A-2        23242GAE4     AAA
A-3        23242GAF1     AAA
A-4A       23242GAG9     AAA
A-4B       23242GAR5     AAA
A-4C       23242GAZ7     AAA

Alternative Loan Trust 2006-OA2
Series 2006-OA2

Class      CUSIP         Rating
-----      -----         ------
A-1        126694R75     AAA
A-2A       126694R83     AAA
A-2B       126694R91     AAA
A-3        126694S25     AAA
A-5        126694S41     AAA
X-1        126694S66     AAA
X-2        126694V96     AAA
X-1P       126694Z68     AAA

Alternative Loan Trust 2006-OA6
Series 2006-OA6

Class      CUSIP         Rating
-----      -----         ------
1A-1A      12668BD91     AAA
1A-2       12668BE33     AAA
1A-3       12668BE41     AAA
1A-4B      12668BE66     AAA

Alternative Loan Trust 2006-OA8
Series 2006-OA8

Class      CUSIP         Rating
-----      -----         ------
1-A-1      02147CAA1     AAA
1-A-2      02147CAB9     AAA
2-A-2      02147CAE3     AAA
2-A-3      02147CAF0     AAA
2-A-4      02147CAG8     AAA
X          02147CAJ2     AAA

Chevy Chase Funding LLC Mortgage-Backed Certificates, Series 2006-2
Trust
Series 2006-2

Class      CUSIP         Rating
-----      -----         ------
A-1        16678WAA4     AAA
A-2        16678WAB2     AAA
A-NA                     AAA

Chevy Chase Funding LLC Mortgage-Backed Certificates, Series 2007-1
Trust
Series 2007-1

Class      CUSIP         Rating
-----      -----         ------
A-1        16679AAA1     AAA
A-1I                     AAA
A-2        16679AAB9     AAA
A-NA                     AAA
B-1        16679AAC7     A

Chevy Chase Funding LLC Mortgage-Backed Certificates, Series 2007-2
Trust
Series 2007-2

Class      CUSIP         Rating
-----      -----         ------
A-1        16679BAA9     AAA
A-1I                     AAA
A-2        16679BAB7     AAA
A-NA                     AAA

Chevy Chase Funding LLC Trust, Series 2006-1
Series 2006-1

Class      CUSIP         Rating
-----      -----         ------
A-1        16678RFB8     AAA
A-2        16678RFC6     AAA
A-NA                     AAA

CHL Mortgage Pass-Through Trust 2006-3
Series 2006-3

Class      CUSIP         Rating
-----      -----         ------
1-A-1      126694YJ1     AAA
1-A-2      126694YK8     AAA
2-A-1      126694YM4     AAA
2-A-2      126694YN2     AAA
3-A-1      126694YQ5     AAA

WaMu Mortgage Pass-Through Ceritifcates Series 2006-AR3 Trust
Series 2006-AR3

Class      CUSIP         Rating
-----      -----         ------
A-1A       92925CDA7     AAA
A-1B       92925CDB5     AAA
A-1C       92925CDC3     AAA
X          92925CDE9     AAA
B-1        92925CDF6     AA+
B-2        92925CDG4     AA

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

Class      CUSIP         Rating
-----      -----         ------
1A         93363CAA7     AAA
2A         93363CAB5     AAA
3A         93363CAC3     AAA
3A-1B      93363CAD1     AAA
CA-1B1     93363CAE9     AAA
CA-1B2     93363CAF6     AAA
CA-1B3     93363CAG4     AAA
CA-1B4     93363CAH2     AAA
CX-PPP     93363CAJ8     AAA
3X-PPP     93363CAK5     AAA

WaMu Mortgage Pass-Through Certificates Series 2007-OA1 Trust
Series 2007-OA1

Class      CUSIP         Rating
-----      -----         ------
A-1A       92926WAA5     AAA
A-1B       92926WAB3     AAA
X-1-PPP    92926WAD9     AAA
X-2        92926WAE7     AAA

WaMu Mortgage Pass-Through Certificates Series 2007-OA2 Trust
Series 2007-OA2

Class      CUSIP         Rating
-----      -----         ------
1A         933635AA2     AAA
2A         933635AB0     AAA
CA-1B      933635AC8     AAA
1X-2       933635AF1     AAA

WaMu Mortgage Pass-Through Certificates Series 2007-OA3 Trust
Series 2007-OA03

Class      CUSIP         Rating
-----      -----         ------
1A         93364AAA0     AAA
2A         93364AAB8     AAA
2A-1A      93364AAC6     AAA
2A-1B      93364AAD4     AAA
CX-PPP     93364AAH5     AAA
2X-1       93364AAG7     AAA

WaMu Mortgage Pass-Through Certificates Series 2007-OA4 Trust
Series 2007-OA4

Class      CUSIP         Rating
-----      -----         ------
1A         93364CAA6     AAA
1A-1B      93364CAB4     AAA
2A         93364CAC2     AAA
CA-1B      93364CAD0     AAA
1X-PPP     93364CAF5     AAA
2X-PPP     93364CAG3     AAA

WaMu Mortgage Pass-Through Certificates Series 2007-OA5 Trust
Series 2007-OA5

Class      CUSIP         Rating
-----      -----         ------
1A         93364BAA8     AAA
1A-1B      93364BAB6     AAA
2A         93364BAC4     AAA

WaMu Mortgage Pass-Through Certificates, Series 2006-AR9
Series 2006-AR9

Class      CUSIP         Rating
-----      -----         ------
1A         93363DAA5     AAA
2A         93363DAB3     AAA
2A-1B      93363DAC1     AAA
1A-1B1     93363DAD9     AAA
1A-1B2     93363DAE7     AAA
1A-1B3     93363DAF4     AAA
1A-1B4     93363DAG2     AAA
1X-PPP     93363DAH0     AAA
2X-PPP     93363DAJ6     AAA
B1         93363DAK3     AA+

Washington Mutual Mortgage Pass-Through Certificates WMALT Series 2006-
AR1 Trust
Series 2006-AR1

Class      CUSIP         Rating
-----      -----         ------
A-1A       93934FJQ6     AAA
A-1B       93934FJR4     AAA
X-1        93934FJT0     AAA
X-2        93934FJU7     AAA

Washington Mutual Mortgage Pass-Through Certificates WMALT Series 2007-
OA4 Trust
Series 2007-OA4

Class      CUSIP         Rating
-----      -----         ------
A-1A       93936MAA3     AAA


* S&P Downgrades Ratings on 331 Classes from 22 RMBS Transactions
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 331
classes from 22 residential mortgage-backed securities
transactions backed by U.S. hybrid Alternative-A mortgage loan
collateral issued in 2006 and 2007.  The downgraded classes have
a current balance of approximately $3.496 billion.  S&P removed
248 of the lowered ratings from CreditWatch with negative
implications.  In addition, S&P affirmed its ratings on 61 classes
and removed 18 of the affirmed ratings from CreditWatch negative.

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 as stated in "Revised
Projected Losses For 2006/First-Half 2007 U.S. Alt-A Short-Reset
Hybrid And Neg-Am RMBS," published Aug. 20, 2008, on
RatingsDirect.  S&P arrived at its estimated projected losses
for the Alt-A RMBS deals using the analysis outlined in "Standard
& Poor's Revised Default And Loss Curves For U.S. Alt-A RMBS
Transactions," published Dec. 19, 2007, on RatingsDirect.

The revised loss assumptions used in this review also include the
new loss severity assumptions, which were outlined in " Criteria:
Standard & Poor's Revises U.S. Subprime, Prime, And Alternative-A
RMBS Loss Assumptions," published on July 30, 2008, on
RatingsDirect.

As part of S&P's analysis, it considered the characteristics of
the underlying mortgage collateral as well as macroeconomic
influences.  For example, the risk profile of the underlying
mortgage pools influences S&P's default projections, while its
outlook for housing price declines and the health of the housing
market influence its loss severity assumptions.
     
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
expected ability to withstand additional credit deterioration.  In
order to maintain a rating higher than 'B', a class had to absorb
losses in excess of the base-case assumptions S&P assumed in its
analysis.  For example, one class may have to withstand
approximately 115% of S&P's base-case loss assumptions in order to
maintain a 'BB' rating, while a different class may have to
withstand approximately 125% of its base-case loss assumptions to
maintain a 'BBB' rating.  

A class that has an affirmed 'AAA' rating can likely withstand
approximately 150% of its base-case loss assumptions under S&P's  
analysis, subject to individual caps and qualitative factors
assumed on specific transactions.

S&P also took into account the pay structure of each transaction
and only stressed each class with losses that would occur while it
remained outstanding.  Additionally, S&P only gave excess interest
credit for the amount of time the class would be outstanding.  For
example, if S&P projected a class to pay down in 15 months, then
it only applied 15 months of losses to that class.  Additionally,
in such a case S&P assumed 15 months of excess spread if the class
was structured with excess spread as credit enhancement.
     
In the coming weeks, Standard & Poor's will continue to analyze
the remaining transactions affected by its revised loss
expectations.  S&P will analyze deals in order of performance,
looking at worse-performing deals first.

                          Rating Actions

Adjustable Rate Mortgage Trust 2006-1
Series      2006-1

                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
1-A-1      225470A78     B              AAA/Watch Neg
1-A-2      225470A86     A              AAA
1-A-3      225470E74     B              AAA/Watch Neg
2-A-1      225470A94     A              AAA
2-A-2      225470B28     B              AAA/Watch Neg
3-A-2      225470B44     B              AAA/Watch Neg
3-A-3      225470E82     A              AAA
3-A-4      225470E90     B              AAA/Watch Neg
4-A-1      225470B51     A              AAA
4-A-2      225470B69     B              AAA/Watch Neg
5-A-1      225470B77     A              AAA
5-A-2      225470B85     B              AAA/Watch Neg
C-B-1      225470C76     CCC            AA+/Watch Neg
C-B-2      225470C84     CCC            AA/Watch Neg
C-B-3      225470C92     CC             BBB/Watch Neg
C-B-4      225470D42     CC             BB/Watch Neg
C-B-5      225470D59     CC             B/Watch Neg
C-B-6      225470D67     CC             CCC
C-B-7      225470F24     D              CCC
6-A-1      225470B93     A              AAA/Watch Neg
6-A-2      225470C27     BB             AAA/Watch Neg
6-M-1      225470C35     CCC            A/Watch Neg
6-M-2      225470C43     CC             BB/Watch Neg
6-M-4      225470C68     D              CC

Bear Stearns ALT-A Trust 2007-2
Series      2007-2
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
I-A-1      073870AA5     BB             AAA
I-A-2      073870AB3     B              AA+/Watch Neg
I-M-1      073870AC1     CCC            A-/Watch Neg
I-B-2      073870AE7     CC             CCC
II-A-2     073870AH0     AA             AAA/Watch Neg
II-A-3     073870AJ6     B              AAA/Watch Neg
II-X-2     073870AL1     AA             AAA
II-X-3     073870AM9     B              AAA
II-B-1     073870AN7     CCC            BB/Watch Neg
II-BX-1    073870AP2     CCC            BB/Watch Neg
II-B-2     073870AQ0     CCC            B/Watch Neg
II-B-3     073870AR8     CC             CCC
II-B-5     073870AW7     D              CC

JPMorgan Alternative Loan Trust 2006-A1
Series 2006-A1
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
1-A-2      46627MCT2     AAA            AAA/Watch Neg
1-M-1      46627MDL8     BBB            AA+/Watch Neg
1-M-2      46627MDM6     B              A+/Watch Neg
1-B-1      46627MDN4     CCC            BBB+/Watch Neg
1-B-2      46627MDP9     CC             BBB/Watch Neg
2-A-3      46627MCW5     BBB            AAA/Watch Neg
2-A-X      46627MCX3     AAA            AAA/Watch Neg
3-A-2      46627MCZ8     BBB            AAA/Watch Neg
4-A-2      46627MDB0     BBB            AAA/Watch Neg
5-A-2      46627MDG9     BBB            AAA/Watch Neg
C-B-1      46627MDH7     CCC            AA/Watch Neg
C-B-2      46627MDJ3     CCC            B/Watch Neg
C-B-3      46627MDK0     CC             CCC

JPMorgan Alternative Loan Trust 2006-A5
Series 2006-A5
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
1-A-5      466284AE6     BB             AAA/Watch Neg
1-M-1      466284AF3     B              AA+/Watch Neg
1-M-2      466284AG1     CCC            AA-/Watch Neg
1-B-1      466284AH9     CC             A-/Watch Neg
1-B-2      466284AJ5     CC             BBB+/Watch Neg
2-A-8      466284AT3     BB             AAA/Watch Neg
2-M-1      466284AV8     CCC            AA+/Watch Neg
2-M-2      466284AW6     CCC            AA-/Watch Neg
2-B-1      466284AX4     CC             A-/Watch Neg
2-B-2      466284AY2     CC             BBB+/Watch Neg

JPMorgan Alternative Loan Trust 2006-A6
Series 2006-A6
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
1-A-4      466285AD5     AAA            AAA/Watch Neg
1-A-5      466285AE3     BB             AAA/Watch Neg
1-M-1      466285AF0     CCC            BB+/Watch Neg
1-M-2      466285AG8     CCC            B/Watch Neg
1-B-1      466285AH6     CC             CCC
2-A-1      466285AK9     AAA            AAA/Watch Neg
2-A-2      466285AL7     AAA            AAA/Watch Neg
2-A-3      466285AM5     AAA            AAA/Watch Neg
2-A-4      466285AN3     AAA            AAA/Watch Neg
2-A-5      466285AP8     AAA            AAA/Watch Neg
2-A-6      466285AQ6     AAA            AAA/Watch Neg
2-A-7      466285AR4     AAA            AAA/Watch Neg
2-A-8      466285AS2     A              AAA/Watch Neg
2-M-1      466285AT0     CCC            AA+/Watch Neg
2-M-2      466285AU7     CCC            AA-/Watch Neg
2-B-1      466285AV5     CC             A-/Watch Neg
2-B-2      466285AW3     CC             BB/Watch Neg

JPMorgan Alternative Loan Trust 2007-A1
Series 2007-A1
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
1-A-1A     466287AA7     BBB            AAA
1-A-3A     466287AC3     BBB            AAA
1-A-1B     466287BD0     BBB            AAA
1-A-4      466287AD1     BBB            AAA
1-A-5      466287AE9     B              AAA/Watch Neg
1-M-1      466287AF6     CCC            AA+/Watch Neg
1-M-2      466287AG4     CCC            AA+/Watch Neg
1-M-3      466287AH2     CCC            AA/Watch Neg
1-M-4      466287AJ8     CC             AA-/Watch Neg
1-M-5      466287AK5     CC             A+/Watch Neg
1-M-6      466287AL3     CC             A-/Watch Neg
1-B-1      466287AM1     CC             BBB/Watch Neg
1-B-2      466287AN9     CC             BB+/Watch Neg
2-A-1      466287AP4     BB             AAA/Watch Neg
2-A-1A     466287BY4     BB             AAA/Watch Neg
2-A-1B     466287BZ1     BB             AAA/Watch Neg
2-A-1C     466287BE8     BB             AAA/Watch Neg
2-A-1D     466287BF5     BB             AAA/Watch Neg
2-A-1E     466287BG3     BB             AAA/Watch Neg
2-A-1F     466287BH1     BB             AAA/Watch Neg
2-A-1G     466287BJ7     BB             AAA/Watch Neg
2-A-1H     466287BK4     BB             AAA/Watch Neg
2-A-1I     466287BL2     BB             AAA/Watch Neg
2-A-1J     466287BM0     BB             AAA/Watch Neg
2-A-2      466287AQ2     B              AAA/Watch Neg
3-A-1      466287AR0     BB             AAA/Watch Neg
3-A-1A     466287BN8     BB             AAA/Watch Neg
3-A-1B     466287BP3     BB             AAA/Watch Neg
3-A-1C     466287BQ1     BB             AAA/Watch Neg
3-A-1D     466287BR9     BB             AAA/Watch Neg
3-A-1E     466287BS7     BB             AAA/Watch Neg
3-A-1F     466287BT5     BB             AAA/Watch Neg
3-A-1G     466287BU2     BB             AAA/Watch Neg
3-A-1H     466287BV0     BB             AAA/Watch Neg
3-A-1I     466287BW8     BB             AAA/Watch Neg
3-A-1J     466287BX6     BB             AAA/Watch Neg
3-A-2      466287AS8     B              AAA/Watch Neg
C-B-1      466287AT6     CCC            AA/Watch Neg
C-B-2      466287AU3     CCC            A/Watch Neg
C-B-3      466287AV1     CC             BBB/Watch Neg
C-B-4      466287AX7     CC             B/Watch Neg
C-B-5      466287AY5     D              CCC

Merrill Lynch Mortgage Investors Trust Series 2006-AF2
Series 2006-AF2
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
AF-1       59023NAP3     AAA            AAA/Watch Neg
AF-3       59023NAR9     AAA            AAA/Watch Neg
MF-1       59023NAS7     AA             AA/Watch Neg
MF-2       59023NAT5     B              A/Watch Neg
MF-3       59023NAU2     CCC            BBB/Watch Neg
BF-1       59023NBA5     CCC            BB/Watch Neg
BF-2       59023NBB3     CCC            B/Watch Neg
AV-1       59023NAA6     BB             AAA/Watch Neg
AV-2A      59023NAB4     AA             AAA/Watch Neg
AV-2B      59023NAC2     BB             AAA/Watch Neg
AV-2C      59023NAD0     BB             AAA/Watch Neg
AV-2D      59023NBD9     BB             AAA/Watch Neg
MV-1       59023NAE8     B+             AA+/Watch Neg
MV-2       59023NAF5     B              AA/Watch Neg
MV-3       59023NAG3     B-             AA-/Watch Neg
MV-4       59023NAH1     CCC            A+/Watch Neg
MV-5       59023NAJ7     CCC            A-/Watch Neg
MV-6       59023NAK4     CCC            BB+/Watch Neg
BV-1       59023NAL2     CCC            B/Watch Neg
BV-2       59023NAM0     CC             BB/Watch Neg
BV-3       59023NAN8     CC             BB/Watch Neg

Morgan Stanley Mortgage Loan Trust 2006-1AR
Series 2006-1AR
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
1-A-1      61748HUF6     BB             AAA/Watch Neg
1-A-2      61748HUG4     A              AAA
1-A-3      61748HUH2     BB             AAA/Watch Neg
1-A-X      61748HUJ8     A              AAA
1-M-X      61748HUQ2     B              AAA
2-A        61748HUK5     B              AAA/Watch Neg
3-A        61748HUL3     B              AAA/Watch Neg
4-A-1      61748HUM1     BBB            AAA/Watch Neg
4-A-2      61748HUN9     B              AAA/Watch Neg
4-A-3      61748HUP4     B              AAA/Watch Neg
1-M-1      61748HUR0     B              AA+/Watch Neg
1-M-2      61748HUS8     CCC            AA/Watch Neg
B-1        61748HVA6     CCC            BB/Watch Neg
1-M-3      61748HUT6     CCC            AA-/Watch Neg
1-M-4      61748HUU3     CCC            A+/Watch Neg
1-M-5      61748HUV1     CCC            A/Watch Neg
1-M-6      61748HUW9     CCC            BBB/Watch Neg
1-B-1      61748HUX7     CC             BB/Watch Neg
1-B-2      61748HUY5     CC             B/Watch Neg
B-3        61748HVC2     CC             CCC
1-B-3      61748HUZ2     CC             B/Watch Neg
1-B-4      61748HTW1     CC             CCC
1-B-5      61748HTX9     D              CCC
B-5        61748HUA7     D              CC

Morgan Stanley Mortgage Loan Trust 2006-5AR
Series 2006-5AR
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
A          61748HYQ8     B              AA
A-X        61748HYR6     B              AA
M-X        61748HYS4     CCC            AA
M-1        61748HYT2     CCC            BBB/Watch Neg
M-2        61748HYU9     CCC            BB/Watch Neg
M-3        61748HYV7     CCC            BB/Watch Neg
M-4        61748HYW5     CCC            B/Watch Neg
M-5        61748HYX3     CC             CCC
M-6        61748HYY1     CC             CCC
M-7        61748HYZ8     CC             CCC
M-8        61748HZA2     CC             CCC
M-9        61748HZB0     CC             CCC

Morgan Stanley Mortgage Loan Trust 2006-6AR
Series 2006-6AR
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
1-A-1      61749CAA9     B              AAA/Watch Neg
1-A-2      61749CAB7     AAA            AAA/Watch Neg
1-A-3      61749CAC5     B              AAA/Watch Neg
1-A-4      61749CAD3     A              AAA/Watch Neg
1-A-5      61749CAE1     B              AAA/Watch Neg
1-M-1      61749CAQ4     CCC            AA/Watch Neg
1-M-2      61749CAR2     CCC            A/Watch Neg
1-M-3      61749CAS0     CCC            BBB-/Watch Neg
1-M-4      61749CAT8     CCC            BB/Watch Neg
1-M-5      61749CAU5     CCC            B/Watch Neg
1-M-6      61749CAV3     CC             B/Watch Neg
1-B-1      61749CAW1     CC             CCC
1-B-3      61749CAY7     D              CC
2-A        61749CAF8     B              AAA/Watch Neg
3-A-1      61749CAG6     BBB            AAA/Watch Neg
3-A-2      61749CAH4     BBB-           AAA/Watch Neg
3-A-3      61749CAJ0     B              AAA/Watch Neg
3-A-4      61749CAK7     B+             AAA/Watch Neg
3-A-5      61749CAL5     B              AAA/Watch Neg
4-A-1      61749CAM3     BBB-           AAA/Watch Neg
4-A-2      61749CAN1     B              AAA/Watch Neg
4-A-3      61749CAP6     BBB-           AAA/Watch Neg
B-1        61749CAZ4     CCC            B/Watch Neg
B-5        61749CBF7     D              CC

Morgan Stanley Mortgage Loan Trust 2007-2AX
Series 2007-2AX
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
1-A        61751TAA7     B              AAA/Watch Neg
2-A-1      61751TAB5     BB             AAA
2-A-2      61751TAC3     BB             AAA
2-A-3      61751TAD1     BB             AAA
2-A-4      61751TAE9     B              AAA/Watch Neg
M-1        61751TAF6     CCC            AA+/Watch Neg
M-2        61751TAG4     CCC            A+/Watch Neg
M-3        61751TAH2     CCC            BBB/Watch Neg
M-4        61751TAJ8     CCC            BB/Watch Neg
M-5        61751TAK5     CCC            B/Watch Neg
M-6        61751TAL3     CC             CCC
B-1        61751TAM1     CC             CCC

Morgan Stanley Mortgage Loan Trust 2007-7AX
Series 2007-7AX
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
1-A        61754HAA0     B              AAA/Watch Neg
2-A-1      61754HAB8     BB             AAA
2-A-2      61754HAC6     BB             AAA
2-A-3      61754HAD4     BB             AAA
2-A-4      61754HAE2     B              AAA/Watch Neg
2-A-5      61754HAF9     A              AAA
2-A-6      61754HAG7     B              AAA/Watch Neg
M-1        61754HAH5     CCC            BBB/Watch Neg
M-2        61754HAJ1     CCC            BB/Watch Neg
M-3        61754HAK8     CCC            B/Watch Neg

Nomura Asset Acceptance Corporation, Alternative Loan Trust Series
2007-1
Series 2007-1
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
I-A-1A     65538PAA6     A              AAA/Watch Neg
I-A-IB     65538PAB4     A              AAA/Watch Neg
I-A-2      65538PAC2     B              AAA/Watch Neg
I-M-1      65538PAH1     CCC            AA/Watch Neg
I-M-2      65538PAJ7     CCC            AA-/Watch Neg
I-M-3      65538PAK4     CCC            A/Watch Neg
I-M-4      65538PAL2     CC             BBB+/Watch Neg
I-M-5      65538PAM0     CC             BB/Watch Neg
I-M-6      65538PAN8     CC             B/Watch Neg
II-A-1     65538NAA1     BB             AAA/Watch Neg
II-A-2     65538NAB9     BB             AAA/Watch Neg
II-A-3     65538NAC7     BB             AAA/Watch Neg
II-A-4     65538NAD5     BB             AAA/Watch Neg
II-A-M     65538NAE3     AA             AAA/Watch Neg
II-M-1     65538NAF0     CCC            BB/Watch Neg
II-M-2     65538NAG8     CCC            B/Watch Neg

Nomura Asset Acceptance Corporation, Alternative Loan Trust,
Series 2006-AF2
Series 2006-AF2
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
I-A-1      65536VAA5     AAA            AAA/Watch Neg
I-A-2      65536VAB3     BBB            AAA/Watch Neg
I-A-3      65536VAC1     B              AAA/Watch Neg
I-A-4      65536VAD9     B              AAA/Watch Neg
I-A-5      65536VAE7     B              AAA/Watch Neg
I-A-6      65536VAF4     B              AAA/Watch Neg
I-M-2      65536VAH0     CC             CCC
II-A       65536XAA1     B              AAA/Watch Neg
III-A-1    65536XAB9     B+             AAA/Watch Neg
III-A-2    65536XAC7     B              AAA/Watch Neg
IV-A       65536XAD5     B              AAA/Watch Neg
C-B-1      65536XAE3     CC             CCC
C-B-2      65536XAF0     CC             CCC
C-B-4      65536XAH6     D              CC
V-A-1      65536XAN3     B+             AAA/Watch Neg
V-A-2      65536XAP8     B              BBB
V-M-4      65536XAT0     D              CC
V-M-5      65536XAU7     D              CC

Nomura Home Equity Loan, Inc., Home Equity Loan Trust, Series
2007-1
Series 2007-1
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
I-A-1      65537KAV2     A              AAA/Watch Neg
I-A-2      65537KAW0     B              AAA/Watch Neg
I-A-3      65537KAX8     B              AAA/Watch Neg
I-A-4      65537KAY6     B              AAA/Watch Neg
I-M-1      65537KAZ3     CCC            BB/Watch Neg
I-M-2      65537KBA7     CC             B/Watch Neg
II-1-A     65537KAA8     B              AAA/Watch Neg
II-2-A-1A  65537KAB6     B+             AAA/Watch Neg
II-2-A-1B  65537KAC4     B              AAA/Watch Neg
II-2-A-2   65537KAD2     B              AAA/Watch Neg
II-2-A-3   65537KAE0     B              AAA/Watch Neg
II-2-A-4A  65537KAF7     B+             AAA/Watch Neg
II-2-A-4B  65537KAG5     B              AAA/Watch Neg
II-M-1     65537KAH3     CCC            BB+/Watch Neg
II-M-2     65537KAJ9     CCC            BB/Watch Neg
II-M-3     65537KAK6     CC             B/Watch Neg
II-M-4     65537KAL4     CC             B/Watch Neg
II-M-5     65537KAM2     CC             CCC
II-M-6     65537KAN0     D              CCC
II-M-7     65537KAP5     D              CC
II-M-8     65537KAQ3     D              CC

Opteum Mortgage Acceptance Corporation Trust 2006-1
Series 2006-1
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
I-APT      68383NDT7     A              AAA/Watch Neg
I-A1A      68383NDU4     AAA            AAA/Watch Neg
I-A1B      68383NDV2     A              AAA/Watch Neg
I-A1C2     68383NDX8     A              AAA/Watch Neg
II-APT     68383NDY6     A              AAA/Watch Neg
II-A2      68383NEA7     A              AAA/Watch Neg
M-1        68383NEB5     BB             AA+/Watch Neg
M-2        68383NEC3     B              AA/Watch Neg
M-3        68383NED1     CCC            BB/Watch Neg
M-4        68383NEE9     CCC            B/Watch Neg

RALI Series 2006-QA1 Trust
Series 2006-QA1
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
A-I-1      761118SZ2     A              AAA
A-I-2      761118TA6     B              AAA/Watch Neg
A-II-1     761118TB4     A              AAA
A-II-2     761118TC2     B              AAA/Watch Neg
A-III-1    761118TD0     A              AAA
A-III-2    761118TE8     B              AAA/Watch Neg
M-1        761118TG3     CCC            BB/Watch Neg
M-2        761118TH1     CC             CCC
B-1        761118TK4     D              CC

RALI Series 2006-QA2 Trust
Series 2006-QA2
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
I-A-1      761118TN8     BB             AAA
I-A-2      761118TP3     B              A/Watch Neg
I-A-IO     761118TQ1     BB             AAA/Watch Neg
II-A-1     761118TR9     BB             AAA
II-A-2     761118TS7     B              A/Watch Neg
II-A-IO    761118TT5     BB             AAA/Watch Neg
III-A-1    761118TU2     BB             AAA
III-A-2    761118TV0     B              A/Watch Neg
III-A-IO   761118TW8     BB             AAA/Watch Neg
M-1        761118UA4     CCC            B/Watch Neg
M-2        761118UB2     CC             CCC
B-1        761118UD8     D              CC

RALI Series 2006-QA5 Trust
Series 2006-QA5
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
I-A-1      75115BAA7     BB             AAA/Watch Neg
I-A-3      75115BAY5     BB             AAA/Watch Neg
I-M-1      75115BAF6     B+             AA+/Watch Neg
I-M-2      75115BAG4     B              AA+/Watch Neg
I-M-3      75115BAH2     B-             AA+/Watch Neg
I-M-4      75115BAJ8     CCC            AA/Watch Neg
I-M-5      75115BAK5     CCC            AA-/Watch Neg
I-M-6      75115BAL3     CC             A-/Watch Neg
I-M-7      75115BAM1     CC             BB/Watch Neg
I-M-8      75115BAN9     CC             B/Watch Neg
I-M-9      75115BAP4     CC             CCC
II-A-1     75115BAC3     AA             AAA
II-A-2     75115BAD1     B              AAA/Watch Neg
II-M-1     75115BAQ2     CCC            BB/Watch Neg
II-B-2     75115BAV1     D              CC

RALI Series 2006-QA6 Trust
Series 2006-WA6
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
A-1        74922MAA9     BB             AAA/Watch Neg
A-2        74922MAB7     AA             AAA
A-3        74922MAC5     AA             AAA
A-4        74922MAD3     BB             AAA/Watch Neg
M-1        74922MAE1     B              A/Watch Neg
M-2        74922MAF8     B-             BBB/Watch Neg
M-4        74922MAH4     CCC            BB/Watch Neg
M-5        74922MAJ0     CCC            B/Watch Neg
M-6        74922MAK7     CCC            B/Watch Neg
M-7        74922MAL5     CC             CCC
M-8        74922MAM3     CC             CCC
M-3        74922MAG6     CCC            BB/Watch Neg

RALI Series 2007-QA4 Trust
Series 2007-QA4
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
A-1-A      74923YAA2     BB             AAA
A-1-B      74923YAB0     BB             AAA
A-2        74923YAC8     B              AAA/Watch Neg
M-1        74923YAD6     CCC            BB
M-2        74923YAE4     CC             CCC

RAMP Series 2006-RS6 Trust
Series 2006-RS6
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
A-1        75156QAA4     AAA            AAA/Watch Neg
A-2        75156QAB2     AAA            AAA/Watch Neg
A-3        75156QAC0     B              AAA/Watch Neg
A-4        75156QAD8     B              AAA/Watch Neg
M-1        75156QAE6     CCC            AA+/Watch Neg
M-2        75156QAF3     CCC            AA/Watch Neg
M-4        75156QAH9     CC             CCC
M-9        75156QAN6     D              CC
B          75156QAP1     D              CC

                         Ratings Affirmed

Adjustable Rate Mortgage Trust 2006-1
Series 2006-1

Class      CUSIP         Rating
-----      -----         ------
3-A-1      225470B36     AAA

Bear Stearns ALT-A Trust 2007-2
Series 2007-2

Class      CUSIP         Rating
-----      -----         ------
II-A-1     073870AG2     AAA
II-X-1     073870AK3     AAA

JPMorgan Alternative Loan Trust 2006-A1
Series 2006-A1

Class      CUSIP         Rating
-----      -----         ------
1-A-1      46627MCS4     AAA
2-A-1      46627MCU9     AAA
2-A-2      46627MCV7     AAA
3-A-1      46627MCY1     AAA
4-A-1      46627MDA2     AAA
4-A-3      46627MDC8     AAA
4-A-4      46627MDD6     AAA
4-A-X      46627MDE4     AAA
5-A-1      46627MDF1     AAA

JPMorgan Alternative Loan Trust 2006-A5
Series 2006-A5

Class      CUSIP         Rating
-----      -----         ------
1-A-1      466284AA4     AAA
1-A-2      466284AB2     AAA
1-A-3      466284AC0     AAA
1-A-4      466284AD8     AAA
1-P        466284BB1     AAA
2-A-1      466284AL0     AAA
2-A-2      466284AM8     AAA
2-A-3      466284AN6     AAA
2-A-4      466284AP1     AAA
2-A-5      466284AQ9     AAA
2-A-6      466284AR7     AAA
2-A-7      466284AS5     AAA
2-P        466284BC9     AAA

JPMorgan Alternative Loan Trust 2006-A6
Series 2006-A6

Class      CUSIP         Rating
-----      -----         ------
1-A-1      466285AA1     AAA
1-A-2      466285AB9     AAA
1-A-3      466285AC7     AAA
I-P        466285AY9     AAA
2-P        466285AZ6     AAA

JPMorgan Alternative Loan Trust 2007-A1
Series 2007-A1

Class      CUSIP         Rating
-----      -----         ------
1-A-2A     466287AB5     AAA
1-P        466287BA6     AAA
2-P        466287BB4     AAA

Merrill Lynch Mortgage Investors Trust Series 2006-AF2
Series 2006-AF2

Class      CUSIP         Rating
-----      -----         ------
AF-2       59023NAQ1     AAA
PO         59023NAW8     AAA
IO         59023NAV0     AAA

Nomura Asset Acceptance Corporation, Alternative Loan Trust Series
2007-1
Series 2007-1

Class      CUSIP         Rating
-----      -----         ------
I-A-3      65538PAD0     AAA
I-A-4      65538PAE8     AAA
I-A-5      65538PAF5     AAA
I-A-6      65538PAG3     AAA

Opteum Mortgage Acceptance Corporation Trust 2006-1
Series 2006-1

Class      CUSIP         Rating
-----      -----         ------
I-A1C1     68383NDW0     AAA
II-A1      68383NDZ3     AAA

RALI Series 2006-QA5 Trust
Series 2006-QA5

Class      CUSIP         Rating
-----      -----         ------
I-A-2      75115BAB5     AAA  


* Volatile Oil Prices Stress NA Transportation Companies, S&P Says
------------------------------------------------------------------
Volatile oil prices and a slowing global economy continue to
squeeze many North American transportation companies, according to
an industry credit outlook published by Standard & Poor's Ratings
Services.  "The most serious threat has shifted recently from very
high oil prices to a likely U.S. recession and slowing global
growth," said Standard & Poor's credit analyst Philip Baggaley.  
Airlines, car rental companies, and truckers have been the hardest
hit.  But these energy and economic trends have also hurt parcel-
express companies and some shipping sectors, albeit to a lesser
extent, according to the report, "High Fuel Prices And Global
Economic Weakness Slow North American Transportation Companies."

Railroads are in a better position than most other transportation
companies, thanks to the strength in the coal and agriculture
sectors, productivity and yield improvements, and fuel-recovery
mechanisms.  The report notes that leasing companies that serve
the various transportation sectors are seeing softer demand, but,
with the exception of car rental companies, most have been able to
manage the downturn fairly well by reducing capital expenditures
and using internal cash flow to pay down debt.


* Chadbourne & Parke Forms Financial Crisis Task Force
------------------------------------------------------
Chadbourne & Parke LLP formed a financial crisis task force to
provide interdisciplinary advice to clients working through
problems associated with worldwide economic events affecting all
sections of the economy.

"The extraordinary financial events of recent weeks create
enormous challenges for companies of every size and in every
business," Charles K. O'Neill, Chadbourne's managing partner,
said.  "Our senior partners are pooling their knowledge and
experience in the key areas of litigation, bankruptcy and
restructuring, corporate and securities, insurance and
reinsurance, structured finance, real estate and tax to respond
proactively to our clients' needs."

Chadbourne will draw on the extensive experience of New York
partners Howard Seife, Joseph Smolinsky and David LeMay
(bankruptcy and financial restructuring), Thomas Hall and Alan
Raylesberg (financial institution and securities litigation),
Andrew Coronios and Marian Baldwin (structured finance),
Charles Hord and Marc Alpert (corporate and securities),
Lawrence Plotkin (real estate), William Cavanagh (tax) and John
Sarchio (insurance and reinsurance), and special counsel Richard
Liskov (insurance regulatory).  The practice will also include
the firm's London bankruptcy and financial restructuring team,
led by partner Adrian Harris.

"The economic and legal consequences of the financial crisis in
the United States and abroad will require comprehensive legal
advice over the next several years," Mr. Seife said.

"We expect a significant increase in actions on debt and other
credit obligations, insolvencies, forced sales of secured assets,
class action and securities litigation, restructurings in the
financial and insurance sectors, as well as complications arising
from increased regulation, Mr. Hall added."

                   About Chadbourne & Parke LLP

Headquartered in New York City, Chadbourne & Parke LLP --
http://www.chadbourne.com/-- provides a full range of legal  
services, including mergers and acquisitions, securities, project
finance, private equity, corporate finance, energy,
communications and technology, commercial and products liability
litigation, securities litigation and regulatory enforcement,
special investigations and litigation, intellectual property,
antitrust, domestic and international tax, insurance and
reinsurance, environmental, real estate, bankruptcy and financial
restructuring, employment law and ERISA, trusts and estates and
government contract matters.  Major geographical areas of
concentration outside the United States include Central and
Eastern Europe, Russia and the CIS, the Middle East, Latin
America and Canada.  The firm has offices in New York,
Washington, DC, Los Angeles, Houston, Mexico City, London (a
multinational partnership), Moscow, St. Petersburg, Warsaw, Kyiv,
Almaty, Dubai and Beijing.


* BOOK REVIEW: Distressed Investment Banking:
               To the Abyss and Back
---------------------------------------------
Authors: Henry F. Owsley and Peter S. Kaufman
Publisher:  Beard Books
Hardcover:  236 pages
List Price: US$59.96

Own your personal copy at
http://amazon.com/exec/obidos/ASIN/1587982676/internetbankrupt

This new book is the definitive work on distressed investment
banking by two widely acknowledged leaders in this field.

Dealing with the restructuring of troubled companies, an insider's
view is provided on the methods and complexities of this
fascinating area of investment banking.

It demystifies what investment bankers really do and conveys
difficult concepts in easily understandable terms.

Particular focus is directed to unconflicted advice to boards of
directors interested in recoveries of shareholders.

Attorneys, accountants, crisis mangers, business students, judges,
and investment bankers -- as well as management and directors of
distressed companies -- all will find this book of interest.


                             *********

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.

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.  Julybien D. Atadero, Sheryl Joy P. Olano, Ronald C. Sy, Joel
Anthony G. Lopez, Cecil R. Villacampa, Ludivino Q. Climaco, Jr.,
Loyda I. Nartatez, Tara Marie A. Martin, Joseph Medel C. Martirez,
Ma. Cristina I. Canson, Christopher G. Patalinghug, and Peter A.
Chapman, Editors.

Copyright 2008.  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 ***