TCR_Public/081013.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Monday, October 13, 2008, Vol. 12, No. 244

                             Headlines

A21 INC: Inks Employment Agreement with CFO LaDuan Clifton
ADVANCED MICRO: To Create Foundry Company with Advanced Technology
AMACORE GROUP: Sells Securities to Vicis Capital for $6 Million
AMERICAN AXLE: S&P Cuts Corp. Credit Rating to 'B'; Watch Negative
AMERICAN FIBERS: Creditors Object to GE's $7.7MM Financing

AMERICAN FIBERS: Wants to Hire Young Conaway as Bankruptcy Counsel
AMERICAN FIBERS: Wants RAS Management as Restructuring Advisor
AMERICAN FIBERS: U.S. Trustee Sets 341(a) Meeting for October 30
AMERICAN INTERNATIONAL: Uses Additional $9BB From Gov't Loan
AMERICAN INTERNATIONAL: Gov't to Name Trustees to Manage Stake

AMERICAN TONERSERV: BDS Converts Promissory Notes to Shares
AMY LYN EDWARDS: Case Summary & 20 Largest Unsecured Creditors
ARCHWAY COOKIES: Wants to Access Wachovia Capital's DIP Facility
ARIAD PHARMACEUTICALS: Delaware Court Permits Embrel Ruling Appeal
ARIAD PHARMACEUTICALS: Massimo Radaelli & Wayne Wilson Join Board

ASCENDIA BRANDS: $16.6MM Sale of Mr. Bubble, Other Assets Approved
AXION INTERNATIONAL: Completes Several Debenture Transactions
AXION INTERNATIONAL: Gets $4.9 Million Judgment vs Tonga Partners
BERKELEY PREMIUM: To Auction Assets; Pristine Bay Offers $2.75MM
BRAY & GILLESPIE: Section 341(a) Meeting Scheduled for October 15

BRAY & GILLESPIE: U.S. Trustee Names 5 Members to Creditors Panel
BRAY & GILLESPIE: To Employ Latham Shuker as Bankruptcy Counsel
BRUNSWICK CORP: Will Close Plants, Suspend Some Production
CADENCE INNOVATION: Court Approves $50 Mil. BofA DIP Facility
CADENCE INNOVATIONS: Can Access BofA's Cash Collateral

CADENCE INNOVATIONS: 341 Meeting Adjourned; Schedules Due Oct. 20
CALIFORNIA STATE: May Not Need $7 Billion Emergency Loan
CIENA CAPITAL: U.S. Trustee Forms 3-Member Creditors' Committee
CENTENNIAL COMM: Aug. 31 Balance Sheet Upside-Down by $1.03 Mln
CENTERPOINT ENERGY: Moody's Affirms 'Ba1' Senior Unsecured Rating

CENTRO NP: Inks Deal to Extend $350MM Credit Facility to Dec. 15
CHRYSLER LLC: Denies Bankruptcy Speculation
CON-CAN: Involuntary Chapter 11 Case Summary
CONSTRUCTION EQUIPMENT: Voluntary Chapter 11 Case Summary
CPI PLASTICS: TSX to Delist Common Shares by October 30

CREDIT SUISSE: S&P Junks 3 Classes of Series 2002-CKP1 Certs.
CROSSWINDS AT ROCKY: Selling Assets to Cabarrus County for $1.8MM
CWABS: Moody's Downgrades Ratings on 717 Tranches From 71 RMBS
DB ISLAMORADA: To Auction Assets; Concord Wilshire Offers $8MM
DECODE GENETICS: Has Until October 30 to Comply with NASDAQ Rule

DELPHI CORP: Might Regain Fraud Claim, Keeps Rights to Proceeds
DELPHI CORP: Asks Court to Approve Revisions to Chapter 11 Plan
DELTEK INC: Garland Hall Has Options to Buy Common Stock
DIABLO GRANDE: Closes $20MM Calif. Asset Sale to World Internat'l
DRYDEN V-LEVERAGED: S&P Affirms 'BB' Rating on Class E Notes

DULUTH ECONOMIC: S&P Cuts 2002 Hospital Revenue Bonds to 'BB-'
EATON VANCE: S&P Downgrades Ratings to Low-B & Keeps Neg. Watch
ELGIN CREEKSIDE: Case Summary & Three Largest Unsecured Creditors
ELITE LANDINGS: Voluntary Chapter 11 Case Summary
EL-MARK PROPERTIES: Case Summary & Largest Unsecured Creditor

EPIX PHARMACEUTICALS: Draws Down Equity Financing Facility
ESPO CAPITAL: Case Summary & Four Largest Unsecured Creditors
EURAMAX INTERNATIONAL: Moody's Junks Corporate Family Rating
FIRST NATIONAL: Fitch Rates $12 Million LIBOR Class D Notes 'BB+'
FORD MOTOR: Analysts Worried Firm May Run Out of Cash

FORD MOTOR: CEO Mulally Says Bankruptcy Not an Option
FORD MOTOR: Lewis Booth Will Replace Don Leclair as CFO
FORD MOTOR: Mulls Sale of Stake in Mazda Motor, WSJ Report Says
FORD MOTOR: S&P Puts 'B-' Long-Term Rating on Negative CreditWatch
GE CAPITAL: Moody's Affirms Junk Ratings on Classes L & M Certs.

GENERAL MOTORS: Analysts Worried Firm May Run Out of Cash
GENERAL MOTORS: Says Bankruptcy Not an Option
GENERAL MOTORS: Market Woes Cue S&P to Put 'B-' Rating on WatchNeg
GEORGIA ATM: Case Summary & 20 Largest Unsecured Creditors
GILROY COUNTRY: Case Summary & Eight Largest Unsecured Creditors

GITTO GLOBAL: Two Officers Arraigned on Conspiracy and Wire Fraud
GRACE DEVELOPMENT: Voluntary Chapter 11 Case Summary
GSC ABS: Moody's Cuts Rating on $26MM Class A3 Notes to 'C'
GSMPS MORTGAGE: S&P Cuts Class B-5 Certificates Rating to 'CCC'
HERMANN GELIN: Case Summary & 20 Largest Unsecured Creditors

HL HOMES: Case Summary & Two Largest Unsecured Creditors
HOUSE OF EUROPE: Moody's Cuts Ratings on 4 Classes of Notes to 'C'
HOVNANIAN ENTERPRISES: Offers to Exchange $600MM in Secured Notes
HUNTSMAN CORP: Hexion Gets $540MM from Parent to Acquire Firm
INTEGRAL VISION: Messrs. Marxe & Greenhouse Disclose 27.7% Stake

I/OMAGIC CORP: Daniel Yao Quits from Board of Directors
ISCO INTERNATIONAL: To Explore Sale, Other Options for Clarity Biz
JEFFERSON COUNTY: Gets Another Bank Reprieve From Bond Crisis
JHT HOLDINGS: Court Approves Second Amended Chapter 11 Plan
JP MORGAN: Moody's Junks Rating on $2.5MM Class P Certificates

JP MORGAN: Moody's Junks $7,197,000 Class N Certificates' Rating
KEVIN MCKENNA: Case Summary & 19 Largest Unsecured Creditors
LANDMARK II: S&P Cuts Class D Notes' Rating to 'CCC'
LEAR CORPORATION: Reduces 2008 Sales Outlook by $1,000,000,000
LINDALE PRIME: Voluntary Chapter 11 Case Summary

LUMINENT MORTGAGE: Wants To Be Declared As Arco Loan-Compliant
MAIN STREET: Monroe Bank Takes All Deposits, FDIC as Receiver
MARSHALL GROUP: U.S. Trustee Forms Four-Member Creditors' Panel
MARSHALL GROUP: Wants to Hire McEwen Gisvold as Chapter 11 Counsel
MAJESTIC STAR: S&P Cuts Rating to 'CCC-' & Keeps Neg. Outlook

MARIA PARHAM: Fitch Affirms $47.7MM Revenue Bonds Rating at 'BB-'
MARK II: Bankruptcy Case Converted to Chapter 7; Closes 2 Outlets
MATRIX DEVELOPMENT: Court Extends Exclusive Period Through Mar. 30
MERIDIAN BANK: National Bank Takes All Deposits, FDIC as Receiver
MICROMET INC: Inks Securities Purchase Agreement with Investors

MICRON TECHNOLOGY: Will Lay Off 15% of Workforce
MICRON TECHNOLOGY: Will Lay Off 15% of Workforce
MILESTONE SCIENTIFIC: Names Joseph D'Agostino as Finance Chief
MORGAN STANLEY: In Talks With Mitsubishi on $9BB Investment
MOVIE GALLERY: Completes Debt to Equity Conversion

NAMWEST LLC: Files for Bankruptcy Under Chapter 11 in Arizona
NAMWEST LLC: Voluntary Chapter 11 Case Summary
NAVISTAR INTERNATIONAL: OppenheimerFunds Discloses 4.14% Stake
NORTHERN BAY: "No Action Taken" on Accountant Retention Request
PACO LLC: Case Summary & Three Largest Unsecured Creditors

PETTERS AVIATION: MN Airlines Reveals 20 Largest Unsec. Creditors
PETTERS AVIATION: Can Pay $886,000 in Wages, Related Fees
PETTERS AVIATION: U.S. Trustee Forms Three-Member Creditors' Panel
PETTERS GROUP: Judge Appoints D. Kelley as Petters Group Receiver
RADICAL BUNNY: Investors Files Chapter 7 Involuntary Petition

REDMOND 74: Section 341(a) Meeting Scheduled for October 15
SCIENS CFO: Fitch Keeps EUR7.8MM Class E 'BB+' Rating on WatchNeg
SOUNDVIEW HOME: S&P Lowers M-9 Certificates' Rating to Default
TARRAGON CORP: Receives Default Notice from National City Bank
THAYER POWER: Case Summary & 20 Largest Unsecured Creditors

UNI-MARTS: Landlord Limited to $2.2MM Drawdown on Letter of Credit
WACHOVIA BANK: Moody's Holds Low-B Ratings on Six Cert. Classes
WACHOVIA BANK: Moody's Trims $41.218MM Cert. Rating to B3 from Ba2
WACHOVIA CORP: Merger With Wells Fargo Proceeds, Citi Walks Out
WACHOVIA CORP: Gov't Okays Merger With Wells Fargo

WALTER HOLMICH: Case Summary & Eight Largest Unsecured Creditors
WASHINGTON MUTUAL: U.S. Trustee to Hold Meeting to Form Panel
WILLOW RE: S&P Cuts Rating on Class B 2007-1 Notes to 'CC'
ZOO HF: Fitch Keeps EUR5.5 Mil. Class E Rating 'BB' on Neg. Watch

* S&P Puts Default Rating on 3 Alt-A RMBS Certificate Classes
* S&P Puts Default Ratings on 3 Classes of C-Bass Certificates
* S&P Junks Ratings on 10 Classes of CDO Securities
* Write-Downs Cue S&P Default Ratings on 32 Certificate Classes
* S&P Junks Ratings on 32 Tranches From 17 Synthetic CDOs

* S&P Lowers Ratings on 39 Classes From 6 RMBS Transactions
* S&P Lowers Ratings on 108 Classes From 9 Alt-A RMBS

* BOND PRICING: For the Week of Oct. 6 - Oct. 10, 2008

                             *********


A21 INC: Inks Employment Agreement with CFO LaDuan Clifton
----------------------------------------------------------
a21, Inc. disclosed in a Securities and Exchange Commission filing  
that on Sept. 30, 2008, it entered into an employment agreement
with R. LaDuane Clifton, its Chief Financial Officer.  The
agreement became effective Oct. 1, 2008.

Pursuant to the employment agreement, Mr. Clifton will be entitled
to receive:

   -- a base salary of $150,000;

   -- payments for employee benefits of up to $900 per month;

   -- a special bonus of up to $50,000, in the event that the
      company undergoes a change of control and a greater than
      $9,000,000 reduction in the amount of the Company's
      outstanding promissory notes occurs; and

   -- severance payments to be received in the event that Mr.
      Clifton is terminated by the company without cause after a
      change in control of the Company in an amount equal to six    
      months salary, or $75,000, payable over a period of six
      months.

a21 Inc. (OTC BB: ATWO) -- http://www.a21group.com/-- is an       
online digital content company.  a21, through its subsidiary
SuperStock, with offices in Florida, Iowa, and London, aggregates
visual content from photographers, photography agencies, archives,
libraries, and private collections and licenses the visual content
to its  customers.

As reported in the Troubled Company Reporter on May 22, 2008, a21
Inc.'s consolidated balance sheet at March 31, 2008, showed
$28.6 million in total assets, $30.2 million in total liabilities,
and $553,000 in minority interest, resulting in $2.1 million
capital deficit.

                       Going Concern Doubt

As reported in the Troubled Company Reporter on April 22, 2008,
BDO Seidman LLP, in West Palm Beach, Fla., expressed substantial
doubt about a21 Inc.'s ability to continue as a going concern
after auditing the company's consolidated financial statements for
the year ended Dec. 31, 2007.  The auditing firm pointed to the
company's recurring losses from operations and net capital
deficiency.


ADVANCED MICRO: To Create Foundry Company with Advanced Technology
------------------------------------------------------------------
Advanced Micro Devices Inc. disclosed in a Securities and Exchange
Commission filing that on Oct. 7, 2008, the company and the
Advanced Technology Investment Company agreed to create a new
global enterprise, The Foundry Company, to address the growing
global demand for independent, leading-edge semiconductor
manufacturing.

There is a strong shift to foundries occurring -- particularly to
foundries with the capacity to produce devices using leading-edge
process technologies. With The Foundry Company, AMD will be able
to unlock the value of its world-class manufacturing capability --
by making it available to a growing community of fabless
semiconductor companies.

The Foundry Company will begin with key strengths needed to build
a successful leading-edge manufacturing company: a history of
manufacturing excellence through AMD, committed capital, talented
workforce and intellectual capital, and a strong, long-term
technology partnership with IBM.

To scale capacity, The Foundry Company intends to proceed with a
planned capacity expansion in Dresden, Germany.  In addition, the
company plans, subject to the transfer of approved New York State
incentives, to begin construction on a new state-of-the-art
facility in Saratoga County, New York, creating more than 1,465
highly-skilled, advanced manufacturing jobs and stimulating the
creation of thousands more local jobs.  Once operational, the New
York facility will be the only independently-managed leading-edge
semiconductor manufacturing foundry in the United States.

AMD will file a proxy statement pursuant to which its board of
directors will solicit proxies in connection with seeking AMD
stockholder approval of the issuance of AMD shares and warrants
pursuant to the Master Transaction Agreement with the Securities
and Exchange Commission.

A copy of the investor roadshow slides used by Advanced Micro
Devices in connection with the announcement of the creation of a
manufacturing joint venture by AMD and Advanced Technology
Investment Company is available free of charge at:

               http://researcharchives.com/t/s?33b2

                       About Advanced Micro

Headquartered in Sunnyvale, California, Advanced Micro Devices
Inc. (NYSE: AMD) -- http://www.amd.com/-- provides innovative
processing solutions in the computing, graphics and consumer
electronics markets.

At June 28, 2008, the company's consolidated balance sheet showed
$9.8 billion in total assets, $8.1 billion in total liabilities,
$189 million in minority interest in consolidated subsidiaries,
and $1.5 billion in total stockholders' equity.

                          *     *     *

As reported in the Troubled Company Reporter on Aug. 12, 2008,
Fitch has affirmed these ratings on Advanced Micro Devices Inc.:
Issuer Default Rating at 'B-'; Senior unsecured debt at 'CCC/RR6'
and Rating Outlook at Negative.


AMACORE GROUP: Sells Securities to Vicis Capital for $6 Million
---------------------------------------------------------------
The Amacore Group, Inc. disclosed in a Securities and Exchange
Commission filing that on Sept. 30, 2008, it entered into a
Securities Purchase Agreement with Vicis Capital Master Fund.

Under the agreement, Vicis will purchase:

   -- 400 shares of the Company's Series I Convertible Preferred
      Stock, par value $0.001 per share for an aggregate cash
      purchase price of $4,000,000; and

   -- a warrantto acquire 45,000,000 shares of the company's
      Class A Common Stock, par value $0.001 per share.  

The Company received the $4,000,000 purchase price payment on
Aug. 19, 2008.

On Oct. 6, 2008, the Company entered into a Securities Purchase
Agreement with Vicis for the purchase by Vicis of:

   -- 200 shares of the company's Series I Preferred Stock for an
      aggregate cash purchase price of $2,000,000; and

   -- a warrant to acquire 22,500,000 shares of the Company's
      Class A Common Stock.  

The Company received the $2,000,000 purchase price payment on
Oct. 2, 2008.

Shares of Series I Preferred Stock are convertible into shares of
the Company's Class A Common Stock and have rights and preferences
senior to certain other classes and series of the Company's
capital stock.  

The Warrants are exercisable for five years at an exercise price
of $0.375 per share, subject to adjustment for certain events
(e.g., stock splits, combinations, dividends, distributions,
reclassifications, merger or other corporate change and dilutive
issuances), and have a cashless exercise feature.

In connection with each Agreement, the Company and Vicis also
entered into warrant agreements setting forth the terms of each
Warrant and registration rights agreements granting Vicis certain
"piggyback" registration rights with respect to the shares of
Class A Common Stock or other Company securities into which the
Shares and Warrants may be converted.

As a result of these transactions, Vicis owns 600 shares of Series
I Preferred Stock.  In addition, Vicis owns 694.6 shares of the
Company's Series D Convertible Preferred Stock, 139 shares of the
Company's Series E Convertible Preferred Stock, 1,200 shares of
the Company's Series G Convertible Preferred Stock and 400 Shares
of the Company's Series H Convertible Preferred Stock.  In
addition, Vicis owns warrants to acquire 400,000 shares of the
Company's Class A Common Stock at an exercise price of $2.40 per
share and, as a result of these transactions, warrants to acquire
180,000,000 shares of the Company's Class A Common Stock
exercisable at a current exercise price of $0.375 per share.

                     About The Amacore Group

Based in Tampa, Florida, The Amacore Group Inc. (OTC BB: ACGI) --
http://www.amacoregroup.com/-- provides health-related membership    
benefit programs, insurance programs, and other innovative and
high-quality solutions to individuals, families and employer
groups nationwide.  

Through its wholly owned subsidiary, LifeGuard Benefit Solutions
Inc., Amacore now has the ability to provide administrative and
back-office services to other healthcare companies in addition to
expanding its own call center capability through its wholly-owned
subsidiary, JRM Benefits Consultants LLC and US Heath Benefits
Group Inc., a call center-based marketing company.  Zurvita Inc.,
Amacore's newly formed, wholly-owned subsidiary specializing in
direct to consumer multi-level marketing, provides yet another
channel for Amacore's ever-increasing range of healthcare and
healthcare-related products

                       Going Concern Doubt

The company believes that existing conditions raise substantial
doubt about the company's ability to continue as a going concern.  
The company has sustained operating losses in recent years.  In
addition, the company reported a net loss of $2,592,655 for the
quarter ended June 30, 2008.

The company's consolidated financial statements at June 30, 2008,
also showed strained liquidity with $9.4 million in total current
assets available to pay $11.3 million in total current
liabilities.


AMERICAN AXLE: S&P Cuts Corp. Credit Rating to 'B'; Watch Negative
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on American
Axle & Manufacturing Holdings Inc., including the corporate credit
rating to 'B' from 'B+'.  At the same time, S&P placed the company
on CreditWatch with negative implications, reflecting the rapidly
weakening state of most global automotive markets, along with
capital market conditions that will remain a serious challenge for
the foreseeable future.

S&P placed General Motors Corp. on CreditWatch with negative
implications.  American Axle's revenue is heavily dependent on
sales of General Motor's SUVs and pickup trucks and demand in
these markets has weakened substantially.

"We believe American Axle currently has sufficient liquidity for
the near future as measured by cash balances and available bank
facilities," said Standard & Poor's credit analyst Lawrence
Orlowski, "but covenants under the company's currently unsecured
bank facility could become an issue in the coming quarters."


AMERICAN FIBERS: Creditors Object to GE's $7.7MM Financing
----------------------------------------------------------
Bill Rochelle of Bloomberg News reports that the Official
Committee of Unsecured Creditor of American Fibers & Yarns Co. and
AFY Holding Co. objected to the $7.7 million in secured financing
offered by pre-bankruptcy lender General Electric Capital Corp.

The Committee, according to the report, also opposes the Debtors'
proposed bonus plan for senior executives, saying that that the
"main purpose" of the loan is "to finance the liquidation of the
debtor's assets for the primary benefit" of General Electric.

Besides protesting that the loan costs too much in fees, the
Committee, according to the report, says they should be allowed to
challenge the validity of General Electric's pre-bankruptcy
security interests.  

The Dec. 6 expiration of the loan, the Committee argues, doesn't
provide enough time to pursue sales that might produce more value
for creditors, according to the report.

At the same time, the Debtors, according to the report, filed a
separate motion with the Court asking for approval of two bonus
programs, one for three top officers and another for other
workers.  Terms of the programs are being kept secret, so
there is nothing on public file in the Court saying how much will
be paid to whom on what conditions, according to the report.

The motion does say that the three top officers will qualify
for a bonus if a sale of the assets generates enough to pay
General Electric in full, according to the report.  The executives
would be entitled to additional bonuses depending on the sale
price, according to the report.

The motion, according to the report, doesn't say how many other
employees are eligible for bonuses, nor are the terms explained.

The Committee and the U.S. Trustee are both objecting to the
bonuses.

The Court has scheduled a hearing for the secured financing and
the bonus programs for Oct. 14, 2008.

                       About American Fibers

Headquartered in Chapel Hill, North Carolina, American Fibers and
Yarns Company -- http://www.afyarns.com/-- is a supplier of dyed     
yarns to the automotive and apparel industries.  The company and
its affiliates, AFY Holding Company, filed for Chapter 11
protection on Sept. 22, 2008 (Bankr. D. Del. lead case no.
08-12176).  Edward J. Kosmowski, Esq., and Michael R. Nestor,
Esq., at Young, Conaway, Stargatt & Taylor, represent the Debtors
in their restructuring efforts.  The Debtors selected RAS
Management Advisors LLC as proposed financial advisor.  Epiq
Bankruptcy Solution will serve as the Debtors' claims agent.  When
the Debtors filed for protection from their creditors, they listed
assets and debts of between $10 million and $50 million.


AMERICAN FIBERS: Wants to Hire Young Conaway as Bankruptcy Counsel
------------------------------------------------------------------
American Fibers and Yarns Co. and its debtor-affiliates AFY
Holding Co. ask permission from the U.S. Bankruptcy Court for thr
District of Delaware to employ Young Conaway Stargatt & Taylor LLP
as their bankruptcy counsel.

Young Conaway will:

   a) provide legal advice with respect to the Debtors' powers and
      duties as debtors in possession in the continued operation
      of their business, management of their properties and sale
      of their assets;

   b) prepare and pursue confirmation of a plan and approval of a
      disclosure statement;

   c) prepare on behalf of the Debtors necessary applications,
      motions, answers, orders, reports and other legal papers;

   d) appear in Court and protect the interests of the Debtors
      before the Court; and

   e) perform all other legal services for the Debtors which may
      be necessary and proper in these proceedings.

The Debtors disclose that the firm's professionals bill:

           Professional                 Hourly Rate
           ------------                 -----------
           Michael R. Nestor               $505
           Edward J. Kosmowski             $410
           Nathan D. Grow                  $260
           Robert F. Poppiti               $240
           Deborah Laskin                  $200

The Debtors will reimburse the firm for reasonable out-of-pocket
expenses incurred in connection with the Debtors' case.

To the best of the Debtors' knowledge, the firm does not hold any
interest adverse to the Debtors' estate, and is a "disinterested
person" as the term is defined in the Bankruptcy Code.

A hearing on the matter is scheduled for tomorrow, October 14,
2008, at 9:30 a.m. (ET).

Based in Chapel Hill, North Carolina, American Fibers and Yarns
Company -- http://www.afyarns.com/-- is a supplier of dyed yarns  
to the automotive and apparel industries.  The company and its
affiliates, AFY Holding Company, filed for Chapter 11 protection
on Sept. 22, 2008 (Bankr. D. Del. lead case no. 08-12176).  The
Debtors selected RAS Management Advisors LLC as proposed financial
advisor.  Epiq Bankruptcy Solution will serve as the Debtors'
claims agent.  When the Debtors filed for protection from their
creditors, they listed assets and debts of between $10 million and
$50 million.


AMERICAN FIBERS: Wants RAS Management as Restructuring Advisor
--------------------------------------------------------------
American Fibers and Yarns Co. and its debtor-affiliates seek
authority from the U.S. Bankruptcy Court for the District of
Delaware to employ RAS Management Advisors LLC as their
restructuring advisors.

RAS will:

   a) review and assist the Debtors in developing the Debtors' DIP
      budget and DIP borrowing facility, revenue and cash flow
      projections and all other financial and accounting
      information, records and systems related to the planned
      bankruptcy filing;

   b) assist the Debtors' investment bankers and other
      professionals with any sale process or potential investment
      or funding that may be provided by third parties;

   c) assist in negotiations with, and reporting to, the Debtors'
      significant creditors, including without limitation, trade
      creditors and banks, including lenders under any DIP credit
      arrangement and any creditors committee;

   d) assist the Debtors in complying with the requirements of the
      Bankruptcy Code;

   e) assist the company in developing and implementing a plan or
      reorganization or liquidation, if appropriate; and

   f) assist the company with cash management throughout the
      pendency of the planned bankruptcy process.

The Debtors disclose that RAS' professionals bill:

           Professional              Hourly Rate
           ------------              -----------
           Richard Sebastiao            $500
           Timothy Boates               $400
           Phil Stetson                 $300
           Michael Rizzo                $260
           Clerical                     $30

The Debtors tell the Court that prior to the bankruptcy filing,
RAS received retainers totaling $150,000 from them in anticipation
of future services to be performed.  RAS will hold the retainer
through the end of its engagement and apply the retainer to its
final bill.  Any remaining balance in the retainer will be
returned to the Debtors.

To the best of the Debtors' knowledge, RAS is a "disinterested
person" as the term is defined in the Bankruptcy Code.

A hearing on the matter is scheduled for tomorrow, October 14,
2008, at 9:30 a.m. (ET).

Based in Chapel Hill, North Carolina, American Fibers and Yarns
Company -- http://www.afyarns.com/-- is a supplier of dyed yarns  
to the automotive and apparel industries.  The company and its
affiliates, AFY Holding Company, filed for Chapter 11 protection
on Sept. 22, 2008 (Bankr. D. Del. lead case no. 08-12176).  Edward
J. Kosmowski, Esq., and Michael R. Nestor, Esq., at Young,
Conaway, Stargatt & Taylor, represent the Debtors in their
restructuring efforts.  Epiq Bankruptcy Solution will serve as the
Debtors' claims agent.  When the Debtors filed for protection from
their creditors, they listed assets and debts of between $10
million and $50 million.


AMERICAN FIBERS: U.S. Trustee Sets 341(a) Meeting for October 30
----------------------------------------------------------------
The United States Trustee for the District of Delaware will
convene a meeting of creditors of American Fibers and Yarns Co.
and its debtor-affiliate AFY Holding Co. at 1:00 p.m., on Oct. 30,
2008, in Room 2112 of the J. Caleb Boggs Federal Building at 844
North King Street in Wilmington, Delaware.

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.

Based in Chapel Hill, North Carolina, American Fibers and Yarns
Company -- http://www.afyarns.com/-- supplies dyed yarns to the  
automotive and apparel industries.  The company and its affiliate,
AFY Holding Company, filed for Chapter 11 protection on Sept. 22,
2008 (Bankr. D. Del. lead case no. 08-12176).  Edward J.
Kosmowski, Esq., and Michael R. Nestor, Esq., at Young, Conaway,
Stargatt & Taylor, represent the Debtors in their restructuring
efforts.  The Debtors selected RAS Management Advisors LLC as
proposed financial advisor.  Epiq Bankruptcy Solution will serve
as the Debtors' claims agent.  When the Debtors filed for
protection from their creditors, they listed assets and debts of
between $10 million and $50 million.


AMERICAN INTERNATIONAL: Uses Additional $9BB From Gov't Loan
------------------------------------------------------------
Liam Pleven, Carrick Mollenkamp, and Craig Karmin at The Wall
Street Journal report that American International Group Inc. drew
down another $9 billion from the federal loan to meet demands for
cash from its trading partners.  According to WSJ, AIG has now
borrowed $70.3 billion from the government in three weeks.  WSJ
says that the government raised the loan it is offering to AIG to
$122.8 billion on Wednesday, due to the threat of losses from
AIG's lending program.

WSJ quoted a person familiar with the matter, "The Fed had no idea
the capital markets would seize up and the stock markets would
keep falling; both put AIG in a severe cash bind."

WSJ relates that much of the Fed's original loan to AIG was used
to:

     -- providing collateral to AIG's trading partners on
        complex derivatives known as credit default swaps, and

     -- covering losses in AIG's securities-lending program.

Citing Texas Department of Insurance's chief financial analyst
Doug Slape, WSJ states that AIG's securities-lender customers
"flooded the program for their collateral, creating a mini-run" on
the company.  Mr. Slape said that AIG started drawing down on the
federal loan commitment to cover the collateral requests,
according to the report.

The insurance department is keeping an eye on three AIG insurance
units due to the securities-lending exposure, WSJ relates, citing
Mr. Slape.  California Department of Insurance spokesperson,
Darrel Ng, said that the state is looking at the securities-
lending practices of insurers in California, WSJ states.  
According to the report, the New York Fed and outside experts that
the Fed hired are trying to assess how money is flowing within and
from AIG, and has been sending personnel to AIG divisions to
assess the company's risks and its risk-management procedures.

               About American International Group

Based in New York City, American International Group Inc. --
http://www.aig.com/-- (NYSE: AIG) is an international insurance  
and financial services organization, with operations in more than
130 countries and jurisdictions.  The company is engaged through
subsidiaries in General Insurance, Life Insurance & Retirement
Services, Financial Services and Asset Management.

The company's British headquarters are located on Fenchurch Street
in London, continental Europe operations are based in La Defense,
Paris, and its Asian HQ is in Hong Kong.  AIG owns Ocean Finance,
a United Kingdom based company providing home owner loans,
mortgages and remortgages.  AIG operates in the UK with the brands
AIG UK, AIG Life and AIG Direct.  It has about 3,000 employees,
and sponsors the Manchester United football club.  In response to
redemption demands, AIG Life (UK) suspended redemptions of its AIG
Premier Bond money market fund on Sept. 19, 2008, in order to
provide an orderly withdrawal of assets.

              US$85,000,000,000 Federal Reserve Loan

The Federal Reserve Bank of New York extended to AIG a revolving
credit facility up to US$85 billion.  AIG's borrowings under the
revolving credit facility will bear interest, for each day, at a
rate per annum equal to three-month Libor plus 8.50%.  The
revolving credit facility will have a 24-month term and will be
secured by a pledge of assets of AIG and various subsidiaries.

The Credit Facility provides for a 79.9% equity interest in AIG.  
The Credit Facility provides for an initial gross commitment fee
of 2% of the total Credit Facility on the closing date.

AIG, in a regulatory filing with the Securities and Exchange
Commission, said it will pay a commitment fee on undrawn amounts
at the rate of 8.5% per annum.  Interest and the commitment fees
are generally payable through an increase in the outstanding
balance under the Credit Facility.  Borrowings under the Credit
Facility are conditioned on the NY Fed being reasonably satisfied
with, among other things, AIG's corporate governance.

AIG is required to repay the Credit Facility from, among other
things, the proceeds of certain asset sales and issuances of debt
or equity securities. These mandatory repayments permanently
reduce the amount available to be borrowed under the Credit
Facility.

In a statement, the company said "AIG is a solid company with over
US$1 trillion in assets and substantial equity, but it has been
recently experiencing serious liquidity issues."

Standard & Poor's Ratings Services has revised the CreditWatch
status of most of its ratings on the AIG group of companies --
including its 'A-' long-term counterparty credit ratings on
American International Group Inc. and International Lease Finance
Corp. and the 'A+' counterparty credit and financial strength
ratings on most of AIG's insurance operating subsidiaries -- to
CreditWatch developing from CreditWatch negative.

Fitch Ratings revised its Rating Watch on American International
Group, Inc. to Evolving from Negative.  Fitch viewed this
transaction as a favorable development that alleviates significant
near-term liquidity concerns.

The Troubled Company Reporter reported on Sept. 19, 2008 that that
Edward Liddy replaced Robert Willumstad as AIG's CEO.

                          *     *     *

In a U.S. Securities and Exchange Commission filing dated
Aug. 6, 2008, AIG reported a net loss for the second quarter of
2008 of US$5.36 billion compared to 2007 second quarter net income
of US$4.28 billion.  Second quarter 2008 adjusted net loss was
US$1.32 billion, compared to adjusted net income of US$4.63
billion for the second quarter of 2007.  The continuation of the
weak U.S. housing market and disruption in the credit markets, as
well as global equity market volatility, had a substantial adverse
effect on AIG's results in the second quarter.

Net loss for the first six months of 2008 was US$13.16 billion,
compared to net income of US$8.41 billion in the first six months
of 2007.  Adjusted net loss for the first six months of 2008 was
US$4.88 billion, compared to adjusted net income of US$9.02
billion in the first six months of 2007.


AMERICAN INTERNATIONAL: Gov't to Name Trustees to Manage Stake
--------------------------------------------------------------
Sudeep Reddy at The Wall Street Journal reports that the Federal
Reserve will appoint trustees to oversee the U.S. government's
almost 80% stake stake in American International Group, Inc.

According to WSJ, the central bank will select within two weeks
three individuals with business experience to manage the stake and
voting rights in AIG, taking over that role from the Federal
Reserve and Treasury officials.

WSJ states that the trustees would eventually sell the government
shares, and the proceeds would go into federal coffers.  The
report says that the trustees would hire their own advisers.

WSJ relates that as lender, the Federal Reserve is responsible for
ensuring that AIG pays interest on the government loan and repays
the central bank.  According to the report, the government might
want to operate AIG more aggressively to boost the company's
value, to ensure that taxpayers have a better chance of being
rewarded.

AIG, says WSJ, will maintain a board of directors, but the loan
agreement allows the trustees to appoint or replace the directors.
AIG said in a statement that its agreement with the government
requires the company "to use reasonable efforts" to make its board
"satisfactory to the trust" within 10 days of the trust's
creation.

Federal Reserve officials expect to remain involved in discussions
about asset sales as they are critical to the AIG loans being
repaid, WSJ states.

Based in New York City, American International Group Inc. --
http://www.aig.com/-- (NYSE: AIG) is an international insurance  
and financial services organization, with operations in more than
130 countries and jurisdictions.  The company is engaged through
subsidiaries in General Insurance, Life Insurance & Retirement
Services, Financial Services and Asset Management.

The company's British headquarters are located on Fenchurch Street
in London, continental Europe operations are based in La Defense,
Paris, and its Asian HQ is in Hong Kong.  AIG owns Ocean Finance,
a United Kingdom based company providing home owner loans,
mortgages and remortgages.  AIG operates in the UK with the brands
AIG UK, AIG Life and AIG Direct.  It has about 3,000 employees,
and sponsors the Manchester United football club.  In response to
redemption demands, AIG Life (UK) suspended redemptions of its AIG
Premier Bond money market fund on Sept. 19, 2008, in order to
provide an orderly withdrawal of assets.

The Federal Reserve Bank of New York has extended to AIG a
revolving credit facility up to $85 billion. AIG's borrowings
under the revolving credit facility will bear interest, for each
day, at a rate per annum equal to three-month Libor plus 8.50%.  
The revolving credit facility will have a 24-month term and will
be secured by a pledge of assets of AIG and various subsidiaries.  
The revolving credit facility will contain affirmative and
negative covenants, including a covenant to pay down the facility
with the proceeds of asset sales.

The summary of terms also provides for a 79.9% equity interest in
AIG.  The corporate approvals and formalities necessary to create
this equity interest will depend upon its form.

In a statement, the company said "AIG is a solid company with over
$1 trillion in assets and substantial equity, but it has been
recently experiencing serious liquidity issues."

Standard & Poor's Ratings Services revised the CreditWatch
status of most of its ratings on the AIG group of companies --
including its 'A-' long-term counterparty credit ratings on
American International Group Inc. and the 'A+' counterparty credit
and financial strength ratings on most of AIG's insurance
operating subsidiaries -- to CreditWatch developing from
CreditWatch negative.

S&P 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.

Fitch Ratings revised its Rating Watch on American International
Group, Inc. to Evolving from Negative.  Fitch viewed this
transaction as a favorable development that alleviates significant
near-term liquidity concerns.

The Troubled Company Reporter reported on Sept. 19, 2008, that
that Edward Liddy replaced Robert Willumstad as AIG's CEO.

                        *     *     *

In a U.S. Securities and Exchange Commission filing dated
Aug. 6, 2008, AIG reported a net loss for the second quarter of
2008 of $5.36 billion compared to 2007 second quarter net income
of $4.28 billion.  Second quarter 2008 adjusted net loss was
$1.32 billion, compared to adjusted net income of $4.63 billion
for the second quarter of 2007.  The continuation of the weak U.S.
housing market and disruption in the credit markets, as well
as global equity market volatility, had a substantial adverse
effect on AIG's results in the second quarter.

Net loss for the first six months of 2008 was $13.16 billion,
compared to net income of $8.41 billion in the first six months
of 2007.  Adjusted net loss for the first six months of 2008 was
$4.88 billion, compared to adjusted net income of $9.02 billion in
the first six months of 2007.


AMERICAN TONERSERV: BDS Converts Promissory Notes to Shares
-----------------------------------------------------------
American Tonerserv Corp. disclosed in a Securities and Exchange
Commission filing that on Sept. 30, 2008, it entered into
modifications to convertible promissory notes with BDS
Transitions, LLC (f/k/a Tonertype of Florida, LLC) and Azaria
Management Group, LLC, which accelerated the automatic conversion
dates of the notes to Sept. 30, 2008.  

As a result, the notes were converted into shares of the Company's
common stock effective Sept. 30, 2008.

The contingent convertible promissory note held by BDS in the face
amount of $500,000 was converted into 2,145,923 shares of common
stock at a conversion price of $0.233 per share. The contingent
convertible promissory note was originally issued to BDS as part
of the purchase price paid by the Company in connection with the
acquisition of certain assets of BDS in December 2007.

The shares will be placed into escrow until Dec. 28, 2009,
pursuant to the terms of the Asset Purchase Agreement between the
Company and BDS dated Dec. 19, 2007.

The convertible promissory note held by Azaria in the face amount
of $300,000 was converted into 1,500,000 shares of the Company's
common stock at a conversion price of $0.20 per share. The
convertible promissory note was originally issued to Azaria as
part of the purchase price paid by the Company in connection with
the acquisition of certain assets of Optima Technologies in April
2007.  The shares issued to Azaria are not subject to any escrow
provisions.  Steven R. Jensen, the CEO of Azaria, currently serves
as a Director of the Company.

                       Going Concern Doubt

The company had a loss of $2,451,925 and had negative cash flows
from operations of $1,326,103 for the six month period ended
June 30, 2008, and had an accumulated deficit of $20,030,765 and a
working capital deficit of $2,935,217 at June 30, 2008.  The
company has significant cash requirements and is not generating
enough cash flows from existing operations to cover its
operating expenses.  The company currently has no external sources
of liquidity.

American Tonerserv Corp. reported a net loss of $1,254,809 for the
second quarter ended June 30, 2008, compared with a net loss of
$876,809 in the second quarter of 2007.  

Revenue for the three months ended June 30, 2008, was $2,762,547
as compared to $1,098,630 for the three month period ended
June 30, 2007.  The increase in revenue was primarily due to the
acquisition of Tonertype LLC, which occurred in December 2007.

The net loss from operations for the three months ended June 30,
2008 was $614,488, compared to a net loss of $836,700 for the
three months ended June 30, 2007.  The decrease in the net loss of
from operations of $222,212 was primarily related to the Tonertype
acquisition and the decrease in G&A expenses due to the
cancellation of the Azaria management agreement.

                          Balance Sheet

At June 30, 2008, the company's consolidated balance sheet showed
$8,279,393 in total assets, $7,319,755 in total liabilities, and
$959,638 in stockholders' equity.

Full-text copies of the company's consolidated financial
statements for the quarter ended June 30, 2008, are available for
free at http://researcharchives.com/t/s?31b4  

                     About American TonerServ

Based in Santa Rosa, California, American TonerServ Corp. (OTC BB:
ASVP) -- http://www.americantonerserv.com/-- is a consolidator in    
the highly fragmented printer supplies and services industry.  ATS
acquires, integrates and manages independent businesses that
deliver printer supplies, services and equipment to small/mid-
sized businesses.


AMY LYN EDWARDS: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Amy Lyn Edwards
        4604 Cape Island Drive
        Awendaw, SC 29429

Bankruptcy Case No.: 08-06266

Chapter 11 Petition Date: October 6, 2008

Court: District of South Carolina (Charleston)

Judge: David R. Duncan

Debtor's Counsel: Elizabeth M. Atkins, Esq.
                  ematkins2000@yahoo.com
                  778 Street Andrews Boulevard
                  Charleston, SC 29407
                  Tel: (843) 763-0333

Estimated Assets: $1 million to $10 million

Estimated Debts:  $1 million to $10 million

A copy of the Debtor's petition that contains a list of its 20
Largest Unsecured Creditor is available at:

            http://bankrupt.com/misc/scb08-06266.pdf


ARCHWAY COOKIES: Wants to Access Wachovia Capital's DIP Facility
----------------------------------------------------------------
Archway Cookies LLC and its affiliate, Mother's Cake & Cookies
Co., ask the Hon. Christopher S. Sontchi of the United States
Bankruptcy Court for the District of Delaware for authority to
obtain postpetition financing, in an amount to be determine, from
Wachovia Capital Finance Corporation (New England), as
administrative agent and lender.

The Debtors also ask the Court to access cash collateral securing
repayment of the secured loan to Wachovia Capital.  The access of
cash collateral will permit the Debtors to proceed with the
liquidation of their assets during their reorganization.

The proceeds of the loan will be used for working capital and
other general corporate purposes in accordance with the DIP
budget.  The loan is expected to mature on the earliest to occur
of:

  a) October 6, 2009;

  b) the confirmation of a plan of reorganization; or

  c) the last termination date set fort in the interim financing
     order.

Under the DIP agreement with Wachovia Capital, the loans will
incur interest rates:

  a) revolving loans: 1.5% per annum in excess of US Prime Rate
     or per annum in excess of Adjusted Eurodollar Rate for the
     applicable interest period.

  b) Term A1 and Term A2 Loans: 1.75% per annum in excess of US
     prime rate or 4.25% per annum in excess of Adjusted
     Eurodollar Rate for the applicable period.

  c) Term C Loans: 2.5% per annum in excess of the US Prime Rate
     or 5% per annum in excess of the Adjusted Eurodollar Rate for
     the applicable interest period.

To secure their DIP obligations, the Debtors granted to the lender
a superpriority administrative expenses claim status over all and
any administrative expense claim.

The DIP facility is subject to carve-outs for payment of
statutory fees payables to the U.S. Trustee and Clerk of the
Court; and fees and expenses of professionals retained by the
Debtors or any committee.

The DIP agreement contains customary and appropriate events of
default, which include (a) failure to report in accordances with
ratification agreement; (b) failure to comply with budget without
material budget deviation; and (c) conversion or dismissal of
either of the Chapter 11 cases.

As part of transaction, the lender will be paid a $150,000
facility fee.

                 Prepetition Loans and Obligations

Before their bankruptcy filing, the Debtors entered into a
loan and security agreement dated Jan. 28, 2005, with Wachovia
Capital, as amended on May 22, 2008, which is secured by all
of the Debtors' assets.  The aggregate amount of all loans is
$50 million, plus interest accrued together with all costs, fees,
expenses, and attorneys' fees and legal expenses.

The loan was amended 11 times.

According to court documents, the Debtors are co-borrowers under
two separate loan agreements with Catterton Partner V L.P., as
administrative agent, including:

  -- a $20 million in second lien term loan under a term loan and
     security agreement dated Jan. 28, 2005;

  -- a $35 million in subordinated term loans (with $13.5 million
     added into the facility on Aug. 31, 2008) under a
     subordinated loan and security agreement dated Jan. 28, 2005;
     and

As of Oct. 1, 2008, the amount due under the (i) term loan is
$12.4 million plus $1.3 million in accrued interest; and (ii)
subordinated loan is $48.5 million plus $17.7 million in accrued
interest.

Furthermore, the Debtors had about $25.6 million in unpaid
ordinary course trade debt, which comprised of a $22.2 million in
trade accounts payable and $3.4 million owed in connection with
purchases for which invoices had not yet been received.

A full-text copies of the Debtors' Ratification and Amendment
Agreement and budget are available for free at:

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

Headquartered in Battle Creek, Michigan, Archway Cookies, LLC, --
http://www.archwaycookies.com/-- make soft-baked cookies and
crackers.  In 1998, Specialty Foods Corporation acquired the
Debtors for about $100 million.

Parmalat Finanziaria of Italy acquired Mother's Cake and Cookie
Company and Archway Cookies from The Specialty Foods Acquisition
Corporation for $250 million in 2000.  Parmalat later sold its
North American Bakery Group, which includes the Archway brands,
Mother's brands and the U.S. and Canadian private label cookie
businesses, to the private equity firm Catterton Partners and
their operating partner Insight Holdings in 2005.  Terms were not
disclosed at that time.

The company and its affiliate Mother's Cake & Cookie Co. filed for
Chapter 11 protection on Oct. 6, 2008 (Bankr. D. Del. Lead Case
No. 08-12323).  The Debtors' affiliates, A&M Cookie Company Canada
and A&M Canada Blocker Corp. is expected to commence a proceeding
before the Superior Court, Commercial Division, for the Judicial
District of Ontario under the Companies' Creditors Arrangement
Act.

Michael R. Lastowski, Esq., at Duane Morris LLP, represents the
Debtors in their restructuring effort.  The Debtor selected (i)
Jeffrey Granger of Focus Management Group USA, Inc., as chief
restructuring officer; (ii) Rothschild Inc., as investment banker
and financial advisors; and Alvarez & Marsal North America, LLC,
as business advisors; (iii) Joele Frank of Wilkinson Brimmer
Katcher as communications advisor; and (iv) Kurtzman Carson
Consultants LLC as claims agent.

When the Debtors filed for protection from their creditors, they
listed assets and debts between $50 million and $100 million.


ARIAD PHARMACEUTICALS: Delaware Court Permits Embrel Ruling Appeal
------------------------------------------------------------------
ARIAD Pharmaceuticals, Inc. disclosed in a Securities and Exchange
Commission filing that the U.S. District Court for the District of
Delaware granted its motion to permit an immediate appeal of the
Court's summary judgment ruling of non-infringement by Amgen's
drug, Enbrel(R) (etanercept), of seven claims of U.S. Patent No.
6,410,516.  The Court also canceled the trial scheduled for
November 2008 and administratively closed the case at this time.

In its summary judgment ruling, the Court found that the
administration of Enbrel falls outside the scope of the asserted
claims based on the Court's interpretation of these claims to
exclude extracellular methods of reducing NF-baB activity.  In its
appeal, ARIAD will seek reinterpretation of the asserted '516
patent claims by the Court of Appeals for the Federal Circuit so
that ARIAD's infringement case against Amgen may be tried by the
Delaware Court. Amgen's challenges to the validity and
enforceability of the '516 patent claims will not be considered by
the Delaware Court until that time.

"We appreciate the Judge's ruling and now plan to proceed promptly
with our appeal to the Federal Circuit," said Harvey J. Berger,
M.D., chairman and chief executive officer of ARIAD.  "A ruling on
this appeal is expected to take approximately 12 to 18 months."

The '516 Patent, issued in 2002, is based on the pioneering
discoveries made by research groups led by Professors David
Baltimore, Phillip Sharp and Tom Maniatis at the Massachusetts
Institute of Technology, The Whitehead Institute for Biomedical
Research, and Harvard University.  ARIAD is the exclusive licensee
of the technology and patents.

                    About ARIAD Pharmaceuticals

Headquartered in Cambridge, Mass., ARIAD Pharmaceuticals Inc.
(Nasdaq: ARIA) -- http://www.ariad.com/-- is engaged in the      
discovery and development of breakthrough medicines to treat
cancer by regulating cell signaling with small molecules.  ARIAD
has a global partnership with Merck & Co. Inc. to develop and
commercialize deforolimus, ARIAD's lead cancer product candidate,
which is in Phase 3 clinical development.  

At June 30, 2008, the company's consolidated balance sheet showed
$82.0 million in total assets and $121.1 million in total
liabilities, resulting in a $39.1 million total stockholders'
deficit.


ARIAD PHARMACEUTICALS: Massimo Radaelli & Wayne Wilson Join Board
------------------------------------------------------------------
ARIAD Pharmaceuticals, Inc. disclosed in a Securities and Exchange
Commission filing that on October 3, 2008, upon the recommendation
of the company's Nominating and Corporate Governance Committee,
its Board of Directors approved an increase in the size of the
Board from eight to nine directors and elected Massimo Radaelli
and Wayne Wilson to fill the vacancies created by the increase in
the size of the Board and the resignation of Peter J. Nelson on
Aug. 29, 2008.

Dr. Radaelli and Mr. Wilson were appointed to serve as Class I
directors, until the 2010 Annual Meeting of Stockholders and until
their successors have been duly elected and qualified, or until
each of his earlier death, resignation, retirement or removal.  

Dr. Radaelli is the President and Chief Executive Officer of Dompe
International SA, the international pharmaceutical company of the
Dompe Group, where he is responsible for the company's global
sales and export activities.  He joined Dompe in 1996 as director
of corporate business development and was responsible for the
initiation of Dompe's global strategy in its Swiss subsidiary and
for its strategic planning, licensing, alliances and new-product
opportunities in Europe.  

Mr. Wilson is an independent business advisor and certified public
accountant.  From 1995 to 2002, he served in various roles as
president, chief operating officer and chief financial officer of
PC Connection, Inc., a Fortune 1000, direct marketer of
information technology products and services.  Previously, Mr.
Wilson was a partner in the assurance and advisory services
practice of Deloitte & Touche LLP.  Mr. Wilson will chair the
Board's audit committee.

In connection with their election to the Board, Dr. Radaelli and
Mr. Wilson were also appointed to committees of the Board.  Mr.
Wilson was appointed to the Audit Committee, to serve as the Audit
Committee Chair, and was determined by the Board to be an "audit
committee financial expert" under the rules of the Securities and
Exchange Commission.  Dr. Radaelli was appointed to serve on the
Compensation Committee.  

The Audit Committee and Compensation Committee were also
reconstituted such that the current members of each committee are:

      Audit Committee               Compensation Committee
      ---------------               ----------------------
      Wayne Wilson (Chair)          Burton E. Sobel, M.D. (Chair)
      Michael D. Kishbauch          Massimo Radaelli, Ph.D.
      Elizabeth H.S. Wyatt          Sanford D. Smith

There are no arrangements or understandings between the Company
and any other person pursuant to which Dr. Radaelli or Mr. Wilson
were elected as directors, nor are there any transactions between
Dr. Radaelli or Mr. Wilson and the Company in which they have a
direct or indirect material interest that the Company is required
to report pursuant to the rules and regulations of the Securities
and Exchange Commission.   

                    About ARIAD Pharmaceuticals

Headquartered in Cambridge, Mass., ARIAD Pharmaceuticals Inc.
(Nasdaq: ARIA) -- http://www.ariad.com/-- is engaged in the      
discovery and development of breakthrough medicines to treat
cancer by regulating cell signaling with small molecules.  ARIAD
has a global partnership with Merck & Co. Inc. to develop and
commercialize deforolimus, ARIAD's lead cancer product candidate,
which is in Phase 3 clinical development.  

At June 30, 2008, the company's consolidated balance sheet showed
$82.0 million in total assets and $121.1 million in total
liabilities, resulting in a $39.1 million total stockholders'
deficit.


ASCENDIA BRANDS: $16.6MM Sale of Mr. Bubble, Other Assets Approved
------------------------------------------------------------------
Michael Bathon of Bloomberg News reports that the U.S. Bankruptcy
Court for the District of Delaware approved the $16.6 million sale
of the various business and brands of Ascendia Brands, Inc., and
its bankrupt affiliates.

The Village Co., according to the report, will pay $4.8 million
for the Mr. Bubble business after winning a Sept. 24 auction.
Helen of Troy Ltd., the El Paso, Texas-based maker of Vidal
Sassoon and Revlon hair products, will get the Ogilvie brand for
$4.7 million, according to the report.

Naterra International, Inc., will acquire the Baby Magic Brand for
$3 million.  Dr. Fresh, Inc., will pay $3 million for the Bianca,
Tek and Dentax brands; and KCM Brands LLC will buy the Tussy,
Black Orchid, Dorothy Grey and Chubs brands for $1 million,
according to the report.

The sale proceeds, less $175,000 for bonuses, will be used
to pay the secured lenders who loaned the company $26.4 million
to fund operations during bankruptcy, according to the report.

George Basler and Debbie Swartz, of the Press & Sun-Bulletin, in
New York, had reported that Jin Song, CEO of Dallas-based Beauty
Manufacturing Solutions Corp., said they are buying Ascendia's
Baby Magic brand.  "We're planning on getting the Landers
(products), but we don't know yet," Song said. "Mr. Bubble went to
somebody else."

Press & Sun-Bulletin also noted that Ascendia Brands plans to
close its Binghamton, New York manufacturing facility on Oct. 31.  
"We have word that the workers will be released from Oct. 16
through the end of October," Jean Genovese, a spokeswoman for the
state Department of Labor, said, according to the report.

Headquartered in Hamilton, New Jersey, Ascendia Brands, Inc. --
http://www.ascendiabrands.com/-- makes and sells branded consumer  
products primarily in North America and over 80 countries as well.
The company's customers include Walmart, Walgreens, Kmart, Meijer
Stores, Target, and CVS.  The company and six of its affiliates
filed for Chapter 11 protection on Aug. 5, 2008 (Bankr. D. Del.
Lead Case No.08-11787).  Kenneth H. Eckstein, Esq., and Robert T.
Schmidt, Esq., at Kramer Levin Naftalis & Frankel LLP, represent
the Debtors in their restructuring efforts.  M. Blake Cleary,
Esq., Edward J. Kosmoswki, Esq., and Patrick A. Jackson, Esq., at
Young, Conaway, Stargatt & Taylor, LLP, serve as the Debtors'
Delaware counsel.  The Debtors selected Epiq Bankruptcy Solutions
LLC as their claims agent.  When the Debtors filed for protection
from their creditors, they listed total assets of $194,800,000 and
total debts of $279,000,000.


AXION INTERNATIONAL: Completes Several Debenture Transactions
-------------------------------------------------------------
Axion International Holdings, Inc. disclosed in a Securities and
Exchange Commission filing that on Sept. 29, 2008, various
transactions involving its outstanding debentures of Axion
International Holdings, Inc. were consummated.

As of Aug. 10, 2008, the Company had outstanding 13% secured
convertible debentures due March 30, 2009 in the aggregate
principal amount of approximately $1,550,000.  As result of the
transactions, in lieu of such 13% debentures, the Company has
outstanding 9% unsecured convertible debentures due Sept. 30, 2010
in the aggregate principal amount of approximately $725,736.

On Sept. 26, 2008, Divash Capital Partners LLC agreed to purchase
$325,000 of principal amount of the Company's outstanding 13%
Secured Convertible Debentures due March 30, 2009 from the holders
of such Debentures.  In addition, Divash has the option to
purchase, at any time prior to April 1, 2009, $275,000 of
additional Debentures from the holders.  In connection with the
acquisition of the Debentures, the Company agreed to issue to
Divash a 9% Convertible Debenture due Sept. 30, 2010 in the
principal amount of $172,500. The New Debenture was issued without
any further cash consideration and is convertible at a conversion
price of $1.50 per share.

On Sept. 26, 2008, the holders of the remaining outstanding
Debentures and of the Company's Series B 13% Secured Convertible
Debenture due March 30, 2009 agreed to amend the Debentures and
Series B Debenture:

   -- to reduce the annual interest rate from 13% to 9%;

   -- to extend the maturity date from March 30, 2009 to Sept. 30,
      2010; and

   -- to eliminate the debenture holders' security interest in the
      assets of the Company and its subsidiaries.

Simultaneous with the purchase of $325,000 of the Debentures on
September 29, 2008, Divash converted all such Debentures into
812,500 shares of the company's Common Stock.  ADH Ventures LLC
also agreed to convert, at a conversion price of $.30 per share,
$389,200.20 of its Debentures into 1,297,334 shares of the
Company's Common Stock.  Previously, on Aug. 11, 2008, ADH
converted $282,564 of the Debentures into 706,410 shares of the
Company's Common Stock.  In consideration for ADH's agreement to
convert the Debentures on Sept. 29, 2008 and to amend its
Debentures and Series B Debenture, ADH's remaining Debentures in
the principal amount of approximately $78,236 and its Series B
Debentures in the principal amount of $200,000 were amended to
reduce the conversion price from $.40 per share to $.30 per share.

                       Going Concern Doubt

As reported in the Troubled Company Reporter on Jan. 17, 2008,
Houston-based Malone & Bailey PC expressed substantial doubt about
Analytical Surveys Inc.'s ability to continue as a going concern
after auditing the company's consolidated financial statements for
the year ended Sept. 30, 2007.

The auditing firm reported that the company has suffered
significant operating losses in 2007 and prior years and does not
currently have external financing in place to fund working capital
requirements.

The company has changed its business plan and recapitalized the
company, but it still has to generate revenues.  As of June 30,
2008, company's had $737,924 in stockholders' deficit and
$1,282,251 in accumulated deficit.  

                     About Analytical Surveys

Based in Basking Ridge, N.J., Axion International Holdings, Inc.
(fka Analytical Surveys, Inc) (OTC BB: ANLT) --
http://www.anlt.com/-- was formed in 1981 to provide data  
conversion and digital mapping services to users of customized
geographic information systems.  In March 2008, Analytical Surveys
completed the acquisition of Axion International Inc.,
through a merger of the company's subsidiary into Axion.

Axion International Inc. -- http://www.axionintl.com/-- is the   
exclusive licensee of revolutionary patented technologies
developed for the production of structural plastic products such
as railroad crossties, bridge infrastructure, marine pilings and
bulk heading.


AXION INTERNATIONAL: Gets $4.9 Million Judgment vs Tonga Partners
-----------------------------------------------------------------
Axion International Holdings, Inc., fka Analytical Surveys, Inc.,
disclosed in a Securities and Exchange Commission filing that in
an opinion and order dated Sept. 26, 2008, Justice Kimba M. Wood
of United States District Court, Southern District of New York,
granted a summary judgment in the amount of $4,965,898.95 against
Tonga Partners, L.P., representing disgorgement of short swing
profits pursuant to the Securities Exchange Act of 1934.  

The order was granted in connection with the Company's action
against Tonga, Cannell Partners LLC and J. Carlo Cannell (United
States District Court, Southern District of New York, 06 Civ.
2692).  The court further ordered a trial for the limited purposes
of determining to what extent Cannell Capital LLC, Tonga's general
partner, and J. Carlo Cannell, a principal of Cannell Capital, may
be held liable with Tonga for the disgorgement of Tonga's short
swing profits.

                       Going Concern Doubt

As reported in the Troubled Company Reporter on Jan. 17, 2008,
Houston-based Malone & Bailey PC expressed substantial doubt about
Analytical Surveys Inc.'s ability to continue as a going concern
after auditing the company's consolidated financial statements for
the year ended Sept. 30, 2007.

The auditing firm reported that the company has suffered
significant operating losses in 2007 and prior years and does not
currently have external financing in place to fund working capital
requirements.

The company has changed its business plan and recapitalized the
company, but it still has to generate revenues.  As of June 30,
2008, company's had $737,924 in stockholders' deficit and
$1,282,251 in accumulated deficit.  

                     About Analytical Surveys

Based in Basking Ridge, N.J., Axion International Holdings, Inc.
(fka Analytical Surveys, Inc) (OTC BB: ANLT) --
http://www.anlt.com/-- was formed in 1981 to provide data  
conversion and digital mapping services to users of customized
geographic information systems.  In March 2008, Analytical Surveys
completed the acquisition of Axion International Inc.,
through a merger of the company's subsidiary into Axion.

Axion International Inc. -- http://www.axionintl.com/-- is the   
exclusive licensee of revolutionary patented technologies
developed for the production of structural plastic products such
as railroad crossties, bridge infrastructure, marine pilings and
bulk heading.


BERKELEY PREMIUM: To Auction Assets; Pristine Bay Offers $2.75MM
----------------------------------------------------------------
Erik Larson of Bloomberg News reports that Berkeley Premium
Nutraceuticals, Inc., asked for authority from the U.S. Bankruptcy
Court for the Southern District of Ohio on Oct. 7, 2008, to sell
its assets for at least $2.75 million.

The Debtor's so-called stalking-horse bidder is Pristine Bay,
an affiliate of the Debtor's lender, Interim Loan LLC, according
to the report.  The Debtor, according to the report, didn't
specify what, if any, debt the buyer would be taking on as part of
the proposed sale.

The Debtor, according to the report, also asked the Court to
schedule an auction no later than Dec. 9 and a sale hearing two
days later.  Bill Rochelle at Bloomberg News says the Chapter 11
Trustee appointed in the Debtor's case proposed Dec. 5, 2008, as
bid deadline.

Cincinnati, Ohio-based Berkeley Premium Nutraceuticals, Inc. --
http://www.berkeleypremiumnutraceuticals.com/-- makes dietary   
supplements.  The Company filed for Chapter 11 bankrupt protection
on September 16, 2008 (Bankr. S.D. Ohio Case No. 08-15012).  Kim
Martin Lewis, Esq., and Patrick Burns, Esq., at Dinsmore & Shohl
LLP represent the Debtor in its restructuring efforts.  The Debtor
listed estimated assets between $1,000,000 to $10,000,000 and
liabilities between $100,000,000 to $500,000,000.


BRAY & GILLESPIE: Section 341(a) Meeting Scheduled for October 15
-----------------------------------------------------------------
The U.S. Trustee for Region 21 will convene a meeting of Bray &
Gillespie Management LLC's creditors on Oct. 15, 2008, at 10:00
a.m., at 300 North Hogan Street, Suite 1-200, Jacksonville,
Florida.

This is the first meeting of creditors required under Section
341(a) of the U.S. 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.

Bray & Gillespie LLC, doing business as Ocean Waters Management --
http://www.brayandgillespie.com-- operates hotels in Dayton   
Beach.  It is owned by partners Charles A. Bray and Joe Gillespie.  
Bray & Gillespie Holdings and 78 affiliates filed for separate
Chapter 11 bankruptcy protection on September 12, 2008 (Bankr.
M.D. Fla., Case No.: 08-05473).  R. Scott Shuker, Esq. at Latham
Shuker Eden & Beaudine LLP, represents the Debtors.  Bray
disclosed assets of $1 million to $10 million and debts of
$1 million to $10 million in its court filings.  According to
Bloomberg News, the company listed assets and debts of between
$100 million and $500 million each.


BRAY & GILLESPIE: U.S. Trustee Names 5 Members to Creditors Panel
-----------------------------------------------------------------
Donald F. Walton, the U.S. Trustee for Region 21, appointed five
members to the Official Committee of Unsecured Creditors in Bray &
Gillespie LLC and its affiliates' Chapter 11 cases.

The Committee members include:

   1) The Plant People
      plantpeople@gmail.com
      c/o Vicky Trainer
      P.O. Box 2525
      Daytona Beach, FL 32115
      Tel: (386) 761-6917
      Fax: (386) 304-1686

   2) D-Zee Textiles, LLC
      zafar@dzeetextiles.com
      c/o Mohammad Zafar Iqbal
      4725 Lakeland Commerce Parkway, Suite 16
      Lakeland, FL 33805
      Tel: (863) 665-0004
      Fax: (863) 665-0004

   3) Florida Supply & Cleaning, Inc.
      floridasc@aol.com
      c/o Joe Sfera
      1710 Industrial Dr.
      Edgewater, FL 32132
      Tel: (386) 478-0240
      Fax: (386) 478-0250

   4) Property Consulting Group, Inc.
      james@propertyconsultinggroup.com
      c/o James I. Hanskat
      1304 East Atlantic Boulevard
      Pompano Beach, FL 33060
      Tel: (954) 946-7763
      Fax: (954) 946-7559

   5) B & E Fire Saftey Equipment, Inc.
      c/o Michael Bobik
      1927 North Main Street
      Kissimmee, FL 34744
      Tel: (407) 846-3188
      Fax: (407) 846-3178

Bray & Gillespie LLC, doing business as Ocean Waters Management --
http://www.brayandgillespie.com-- operates hotels in Dayton   
Beach.  It is owned by partners Charles A. Bray and Joe Gillespie.  
Bray & Gillespie Holdings and 78 affiliates filed for separate
Chapter 11 bankruptcy protection on September 12, 2008 (Bankr.
M.D. Fla., Case No.: 08-05473).  R. Scott Shuker, Esq. at Latham
Shuker Eden & Beaudine LLP, represents the Debtors.  Bray
disclosed assets of $1 million to $10 million and debts of
$1 million to $10 million in its court filings.  According to
Bloomberg News, the company listed assets and debts of between
$100 million and $500 million each.


BRAY & GILLESPIE: To Employ Latham Shuker as Bankruptcy Counsel
---------------------------------------------------------------
Bray & Gillespie LLC and its affiliates seek the U.S. Bankruptcy
Court for the Middle District of Florida's permission to hire
Latham, Shuker, Eden & Beaudine, LLP, as  bankruptcy counsel, nunc
pro tunc Sept. 12, 2008.

The Firm will, among other things, work out negotiations with the
Debtors' various secured creditors.  The Firm will charge the
Debtors $100 to $400 per hour for its services.

The Debtor assures the Court that the Firm has no connection with
the creditors, any other party in interest, its respective
attorneys and accountants, the U.S. Trustee, or any persons
employed by the U.S. Trustee.  The Firm represents no interest
adverse to the Debtors or to the estates in matters upon which it
is to be engaged, and employment of the Firm would be in the best
interest of the estates.  

Bray & Gillespie LLC, doing business as Ocean Waters Management --
http://www.brayandgillespie.com-- operates hotels in Dayton   
Beach.  It is owned by partners Charles A. Bray and Joe Gillespie.  
Bray & Gillespie Holdings and 78 affiliates filed for separate
Chapter 11 bankruptcy protection on September 12, 2008 (Bankr.
M.D. Fla., Case No.: 08-05473).  R. Scott Shuker, Esq., at Latham
Shuker Eden & Beaudine LLP, represents the Debtors.  Bray
disclosed assets of $1 million to $10 million and debts of $1
million to $10 million in its court filings.  According to
Bloomberg News, the company listed assets and debts of between
$100 million and $500 million each.


BRUNSWICK CORP: Will Close Plants, Suspend Some Production
----------------------------------------------------------
Brunswick Corp. will accelerate its previously disclosed efforts
to resize the company and to remove $300 million in fixed costs by
the end of 2009.  Brunswick had planned to close four boat
manufacturing facilities in early 2009, but will now accelerate
that process.  Three manufacturing facilities to be permanently
closed are in Pipestone, Minn., Roseburg, Ore., and Arlington,
Wash.  A fourth plant, in Navassa, N.C., will be mothballed.

Production of the fiberglass boats manufactured in these plants
will be transitioned to other Brunswick facilities.  The company
said that these actions will result in the eventual elimination of
approximately 1,450 hourly and salaried positions at these
facilities, while increasing the efficiency and utilization at the
receiving plants.  The Arlington, Navassa, and Roseburg shutdowns
are expected to be completed by the end of 2008, with the
Pipestone shutdown expected to be completed during the first
quarter of 2009.

Brunswick Chairman and Chief Executive Officer Dustan E. McCoy
said, "In these difficult times as we move into the slowest
selling season in the marine industry, it is clear that we must
aggressively support our dealer network as they cope with the
effects of the economic turbulence.  Among the significant actions
we can take is to meter the production of boats consistent with
demand, which is in a pronounced downturn across all consumer
durable industries, including the recreational marine industry."

Brunswick will temporarily suspend production at three of its boat
manufacturing facilities near Knoxville, beginning the week of
Oct. 27 and continuing through the remainder of 2008.  During this
period, the transition of boat models from the plants that are
closing into these facilities will begin.

                     Financial Implications

Mr. McCoy said, "Our efforts to reduce production and cut costs
have helped to mitigate some of the challenges we have faced in
2008, as well as prepare and position Brunswick to prosper in an
improved economic environment.  We remain on target to reduce
fixed costs by $300 million by the end of 2009 compared with 2007
spending levels, and expect to exit 2008 with more than $125
million of fixed-cost reductions implemented.  In fact, actions
completed or currently under way will deliver about $75 million of
cost savings this year.  We also continue our intense focus on
liquidity and expect to report cash at the end of the third
quarter of approximately $340 million.

"As noted above, however, we will be closing plants and
temporarily suspending production at others, which will result in
significantly lower sales in the fourth quarter.  Given the effect
of lower fixed-cost absorption on these reduced sales in the
remainder of 2008, we are no longer confident of achieving our
goal of posting positive earnings for the full year, excluding
restructuring and impairment charges," Mr.  McCoy stated.

The company said its estimate of restructuring charges to achieve
its cost reduction targets remains in the range of
$200 million to $220 million pretax, of which approximately $180
million will be recorded in 2008.  These charges include asset
write-downs, severance and facility closing and other costs.  Of
the total restructuring costs, approximately half will be cash.

Further, as prescribed by SFAS No. 142, Goodwill and Other
Intangible Assets, the company concluded that a significant
portion of its goodwill and indefinite-lived intangibles was
impaired.  Accordingly, the company said it will record non-cash
goodwill and trade name impairment charges, associated primarily
with certain boat brands, totaling approximately
$496 million pretax in the third quarter.

Mr. McCoy said, "We are living and working in the most turbulent
economic times in recent history.  From the start of the year,
we've experienced a 3,500-point drop in the Dow, mortgage and
housing crises, record prices for oil, and, now, shrinking credit
availability for companies and individuals.  The poor economy and
the accompanying weak consumer sentiment have pressured marine
markets, eroding the demand for boats and engines these past few
months at a swifter pace than originally anticipated."

"For the past few years, Brunswick has been implementing a
strategy to fundamentally transform the way we design, engineer
and manufacture our products; shrink our manufacturing footprint
so that each facility produces at higher volumes and lower costs;
and reduce our level of fixed costs in our manufacturing
operations and within operating expenses.  While these times are
unprecedented, they provide an opportunity and mandate, consistent
with the pursuit of our strategy, that we step up our efforts to
accomplish our restructuring goals," Mr. McCoy state.

                    About Brunswick Corporation
   
Headquartered in Lake Forest, Illinois, Brunswick Corporation  
(NYSE:BC) -- http://www.brunswick.com/-- is a manufacturer and   
marketer of recreation products, including boats, marine engines,
fitness equipment, and bowling and billiards equipment.  It has
four segments: Boat, Marine Engine, Fitness, and Bowling &
Billiards.  It owns and operates Brunswick bowling centers in the
United States and other countries.

                          *     *     *

As reported in the Troubled Company Reporter on Aug. 18, 2008,
Standard & Poor's Ratings Services assigned its issue-level and
recovery ratings to Lake Forest, Ill.-based Brunswick Corp.'s
proposed $250 million senior notes due August 2013.  The notes
were rated 'BB+' (at the same level as the 'BB+' corporate credit
rating on the company) with a recovery rating of '4', indicating
S&P's expectation of average (30% to 50%) recovery in the event of
a payment default.


CADENCE INNOVATION: Court Approves $50 Mil. BofA DIP Facility
-------------------------------------------------------------
Cadence Innovation, LLC, and New Venture Real Estate Holdings,
LLC, obtained final approval from the U.S. Bankruptcy Court for
the District of Delaware to borrow $50,000,000 from lenders,
represented by Bank of America, N.A., as administrative agent.

The Bankruptcy Court agreed that the Debtors need the loan to
operate their business given their lack of available sources
of working capital.  

"The ability of Debtors to obtain sufficient working capital and
liquidity through the incurrence of new indebtedness for borrowed
money is vital to the preservation and maintenance of the going
concern values of Debtors," the Court said in its Oct. 3 order.  

The Debtors intend to use the loan to pay their pre-bankruptcy
lenders, which are owed $44,408,011 as of August 26.  They also
intend to use the loan for payment of cost they would incur from
administering their bankruptcy cases, for working capital and for
general corporate purposes.

In return for the financing, Bank of America, as agent for
lenders under the debtor-in-possession (DIP) credit agreement, is
granted a "superpriority" claim status.  The bank is also granted
lien on the Debtors' properties including cash, accounts
receivable, inventories, equipment, real property and 100% of
their capital stock.

The collateral does not include the capital stock and other
equity of foreign subsidiaries; the intercompany note owing from
Plashof Holding BV; and proceeds from avoidance actions.

Bank of America's lien on the collateral, however, is subject to
and junior in priority to the so-called "permitted liens."  These
liens include the rights of the lessors on properties that are
not owned by the Debtors or their estate as well as the claims
and interests of their tooling manufacturers, end users and
molders protected by the Michigan law or other laws.

BofA's lien is also subject to and junior to the so-called
"carve-out" or fees payable to the U.S. Trustee, the Clerk of the
Bankruptcy Court, and the Debtors' professionals.

In case any of the collateral is sold, leased or disposed of,
Bank of America has the "right to credit bid the obligations or
any part thereof, subject to the rights of the Official Committee
of Unsecured Creditors to object to the credit bid."

The Bankruptcy Court overruled all objections to the proposed
financing that have not yet been resolved.

Objections were filed by the Official Committee of Unsecured
Creditors and certain prepetition creditors who assert secured or
lessor claims with seniority over the claims of the "Existing
Lender" with respect to certain property interests of the
Debtors.  Prior to the conclusion of the hearing, the Creditors
Committee reached an agreement with Bank of America and the OEM
Customers -- General Motors Corporation and Chrysler LLC -- with
respect to certain modifications to the terms of the Loan
Documents.  The terms agreed by the parties include:

   -- The OEM Customers will not exercise any rights of set-off
      or recoupment against accounts payable to Cadence during
      the term of the GM and Chrysler Accommodation Agreements.

   -- Regardless of an event of default, GM and Chrysler will  
      jointly make Term B Loans to the Debtors for payment of
      administrative expenses in the budget.

   -- The OEM Customers' agree to limited marshalling; and

   -- Inventory will be deemed "delivered" to each OEM Customer
      when it is given full and complete access to the debtors'
      facility to remove the Inventory.

A copy of the Final DIP Order is available at no charge at:

            http://ResearchArchives.com/t/s?33b3

          Requirements Under the DIP Credit Agreement

Under the DIP Credit Agreement, the Debtors are required to
execute an asset purchase agreement with a buyer for their U.S.
assets by Oct. 31, and to close the sale by Dec. 15.  The Debtors
are also required to follow this timetable with respect to the
sale or wind-down of their facilities:

     Facility              
     --------              
     Malyn Facility         Sale or wind down of facility,
     Malyn Rd.              4 months from August 26
     Fraser, Michigan

     Groesbeck Facility     Sale or wind down of facility,
     Groesbeck Rd.          4 months from August 26
     Clinton Township,
     Michigan

     Masonic Facility       Sale or wind down of facility,
     Masonic Rd.            6 months from August 26
     Fraser, Michigan

     Hartford Facility      Sale or consolidation,
     W. McDonald Street,    6 months from August 26
     Hartford City,
     Indiana

     Hillsdale Facility     Sale or wind down of facility,
     Superior St.,          6 months from August 26
     Hillsdale, Michigan
     
     Chesterfield Facility  Sale, 9 months from August 26
     Mile Rd.
     Chesterfield, Michigan
     
     Corporate H.Q.         Wind down of facility,
     14 Mile Rd.            6 months from August 26
     Troy, Michigan

                    About Cadence Innovation

Headquartered in Troy, Michigan, Cadence Innovation LLC --
http://www.cadenceinnovation.com/-- manufactures and sells auto     
parts to its customers GM and Chrysler.  The company has at least
4,200 employees in the United States and Europe, including Hungary
and Czech Republic.  The company and its debtor-affiliate, New
Venture Real Estate Holdings, LLC, filed for Chapter 11
reorganization on Aug. 26, 2008 (Bankr. D. Del. Lead Case No.
08-11973).  Norman L. Pernick, Esq. and Patrick J. Reilley, Esq.,
at Cole, Schotz, Meisel, Forman & Leonard, represent the Debtors
as counsel.  When the Debtors filed for protection from their
creditors, they listed assets of between $10 million and
$50 million, and debts of between $100 million and $500 million.  

(Cadence Bankruptcy News; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)  


CADENCE INNOVATIONS: Can Access BofA's Cash Collateral
------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware issued a
final ruling permitting Cadence Innovation, LLC, and New Venture
Real Estate Holdings, LLC, to use cash collateral securing
repayment of secured loan to Bank of America.

The Debtors intend to use the cash collateral to pay their debts,
loans and other obligations under the DIP Credit Agreement with
Bank of America.  The cash collateral will also be used to pay
for services or materials provided to the Debtors, and for the
expenses incurred after their bankruptcy filing.

The Debtors, however, are not allowed to use the cash collateral
generated after their bankruptcy filing from the sale or
disposition of assets outside the ordinary course of their
business, or those consisting of insurance proceeds.

In return for allowing the Debtors to use the cash collateral,
Bank of America and the lenders under the Amended and Restated
Loan and Security Agreement dated Oct. 31, 2005, are granted:

   (i) replacement liens on the collateral, subject and junior
       to the postpetition liens, permitted liens and the
       carve-out; and

  (ii) allowed administrative priority claims with priority
       over all administrative expenses.

                    About Cadence Innovation

Headquartered in Troy, Michigan, Cadence Innovation LLC --
http://www.cadenceinnovation.com/-- manufactures and sells auto     
parts to its customers GM and Chrysler.  The company has at least
4,200 employees in the United States and Europe, including Hungary
and Czech Republic.  The company and its debtor-affiliate, New
Venture Real Estate Holdings, LLC, filed for Chapter 11
reorganization on Aug. 26, 2008 (Bankr. D. Del. Lead Case No.
08-11973).  Norman L. Pernick, Esq. and Patrick J. Reilley, Esq.,
at Cole, Schotz, Meisel, Forman & Leonard, represent the Debtors
as counsel.  When the Debtors filed for protection from their
creditors, they listed assets of between $10 million and
$50 million, and debts of between $100 million and $500 million.  

(Cadence Bankruptcy News; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)  


CADENCE INNOVATIONS: 341 Meeting Adjourned; Schedules Due Oct. 20
-----------------------------------------------------------------
Roberta DeAngelis, Acting United States Trustee for Region 3,
adjourned the meeting of creditors of Cadence Innovation LLC, and
New Venture Real Estate Holdings LLC scheduled for October 3.  A
new schedule for the meeting has not yet been set.

The meeting, which is required under Section 341(a) of the
Bankruptcy Code, offers the creditors a one-time opportunity to
examine the Debtors' representative under oath about their
financial affairs and operations that would be of interest to the
general body of creditors.

According to the minute sheet, the Debtors' counsel, Norman
Pernick, Esq., at Cole, Schotz, Meisel, Forman & Leonard, P.A.
appeared at the meeting.  Michael Selwood, Vice President
Strategic Initiatives of the Debtors, was the "witness" at the
meeting.

The Debtors have not yet filed their schedules of assets and
liabilities, and statements of financial affairs.  Their deadline
to accomplish the Statements and Schedules is on Oct. 20, 2008.

                    About Cadence Innovation

Headquartered in Troy, Michigan, Cadence Innovation LLC --
http://www.cadenceinnovation.com/-- manufactures and sells auto     
parts to its customers GM and Chrysler.  The company has at least
4,200 employees in the United States and Europe, including Hungary
and Czech Republic.  The company and its debtor-affiliate, New
Venture Real Estate Holdings, LLC, filed for Chapter 11
reorganization on Aug. 26, 2008 (Bankr. D. Del. Lead Case No.
08-11973).  Norman L. Pernick, Esq. and Patrick J. Reilley, Esq.,
at Cole, Schotz, Meisel, Forman & Leonard, represent the Debtors
as counsel.  When the Debtors filed for protection from their
creditors, they listed assets of between $10 million and
$50 million, and debts of between $100 million and $500 million.  

(Cadence Bankruptcy News; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


CALIFORNIA STATE: May Not Need $7 Billion Emergency Loan
--------------------------------------------------------
Justin Scheck at The Wall Street Journal reports that California's
Gov. Arnold Schwarzenegger may not need the $7 billion in short-
term financing he planned to ask from the federal government to
avert an cash shortfall and continue the state government's
operations.

WSJ relates that Gov. Schwarzenegger, in a letter to U.S. Treasury
Secretary Henry Paulson on Thursday, said that a $750 million bond
sale in Massachusetts this week and the recent actions by the
federal government, including the $700 billion bailout program,
"appear to be improving liquidity" of the state government.

Citing California Treasurer Bill Lockyer's spokesperson Tom
Dresslar, WSJ states that the Massachusetts bond sale is a sign
that states will be able to get near-term loans without federal
aid.  

Michael B. Marois of Bloomberg News reports that Governor
Schwarzenegger said there are signs municipal bond investors might
be willing to lend the state the $4 billion of short-term notes it
needs to pay monthly bills.

According to Mr. Marois, Mr. Lockyer is planning to sell this week  
$4 billion of revenue anticipation notes, a short-term financing
used by states and local governments to pay bills until tax
revenue arrives.  Bloomberg says that Mr. Lockyer had planned to
sell $7 billion, but settled on a smaller offering due to market
strains.  Mr. Lockyer wants to sell as much of the debt to
individual investors as possible than rely on institutions like
money-market funds, banks, and insurance companies, the report
states.

Mr. Schwarzenegger, according to Bloomberg, has agreed to appear
in radio advertising in Los Angeles and San Francisco pitching the
notes.

Bloomberg reports that California has $51 billion in general-
obligation debt outstanding.  California, according to the report,
is rated A+ by Fitch Ratings and Standard & Poor's, the fifth-
highest rankings, and a comparable A1 by Moody's Investors
Service.


CIENA CAPITAL: U.S. Trustee Forms 3-Member Creditors' Committee
---------------------------------------------------------------
Diana G. Adams, the U.S. Trustee for Region 2, appointed an
Official Committee of Unsecured Creditors of Ciena Capital LLC and
its debtor-affiliates with three members, consisting of:

   1) earthTouch Inc.
      3135 North Fairfield Road - Suite D
      Layton, Utah 84041
      Attn: Brett E. Cox, President

   2) RR Donnelley Global Real Estate Services
      3075 Highland Parkway
      Downers Grove, Illinois 60515
      Attn: Dan Pevonka, Senior Credit Manager

   3) United States Small Business Administration
      409 Third Street, SW/8th
      Washington, D.C. 20416
      Attn: Janet A. Tasker, Deputy Associate Administrator

Headquartered in New York City, Ciena Capital LLC --
http://www.cienacapital.com/-- offers commercial real estate  
finance services including loans and long term investment property
financing.  The company and 11 affiliates files for Chapter 11
protection on Sept. 30, 2008 (Bankr. S.D. N.Y. Lead Case No. 08-
13783).  Peter S. Partee, Esq., at Hunton & Williams LLP
represents the Debtor as counsel.  When the Debtors filed for
protection from their creditors, they listed both assets and debts
between $100 million and $500 million.


CENTENNIAL COMM: Aug. 31 Balance Sheet Upside-Down by $1.03 Mln
---------------------------------------------------------------
Centennial Communications Corporation's balance sheet as of
Aug. 31, 2008, showed $1.39 million in total assets, $2.42 million
in total liabilities, resulting to $1.03 million in shareholders'
deficit.  The company also had $1.07 million in accumulated
deficit.

Centennial Communications posted $7.49 million in net profit on
$265.21 million in net revenues for the quarter ended Aug. 31,
2008, compared with $5.77 million in net profit on $247.97 billion
in net revenues for the quarter ended Aug. 31, 2007.

Full text copy of Centennial Communications' quarterly report on
Form 10-Q is available free of charge at:

               http://researcharchives.com/t/s?33b4

                About Centennial Communications

Based in Wall, New Jersey, Centennial Communications Corp.
(Nasdaq: CYCL) - http://www.centennialwireless.com/--
provides regional wireless and integrated communications
services in the United States and the Puerto Rico with
approximately 1.1 million wireless subscribers and 582,200 access
lines and equivalents.  The US business owns and operates
wireless networks in the Midwest and Southeast covering parts of
six states.  Centennial's Puerto Rico business owns and operates
wireless networks in Puerto Rico and the U.S. Virgin Islands and
provides facilities-based integrated voice, data and Internet
solutions.  Welsh, Carson, Anderson & Stowe is a significant
shareholder of Centennial.

                          *     *     *

Centennial Communications Corp. continues to carry Moody's
Investor Services' 'Caa1' senior unsecured debt rating, which was
placed in September 2006.


CENTERPOINT ENERGY: Moody's Affirms 'Ba1' Senior Unsecured Rating
-----------------------------------------------------------------
Moody's Investors Service affirmed stable outlooks for CenterPoint
Energy, Inc. (CNP, Ba1 senior unsecured) and its subsidiaries
CenterPoint Energy Houston Electric, LLC (CEHE, Baa3 senior
unsecured) and CenterPoint Energy Resources Corp. (Baa3 senior
unsecured).

The statement follows CNP's 8-K filing raising its estimate for
Hurricane Ike storm restoration costs from $350 to $500 million a
few weeks ago to $650 to $750 million.  The increase in the latest
cost estimate is negative for the credit of CEHE and CNP overall
and slows CEHE's previous positive rating momentum, but it is not
sufficient to warrant a rating action at this time.

Moody's said that the storm restoration process will likely
continue into 2009.  The company expects to recover some of the
storm-related costs from property insurance proceeds (about
$20 million net deductible at CNP's current estimates), but mostly
from a securitization bond issue, or through traditional rate
mechanisms, all which will take time to negotiate.  The ultimate
amount of storm restoration costs as well as the amount and the
timing of recovering them through regulatory or legislative means
are uncertain.

"CNP and CEHE still appear to have sufficient liquidity to meet
currently identified costs in the near term, although their
liquidity cushion has been diminished," said Mihoko Manabe,
Moody's vice president.  "The stable outlook is also based on CEHE
receiving sufficient storm-related cost recovery that will support
its credit profile."

CNP and CEHE had $1.1 billion of available credit availability as
of September 30, 2008.  The revolvers do not expire until 2012,
and the CenterPoint companies have adequate headroom under their
covenants.  Moody's liquidity risk assessment customarily does not
assume access to the financial markets and takes into account
contingencies, such as exposure to the currently troubled Reliant
Energy Inc. (Ba3 corporate family rating, under review for
possible downgrade), CEHE's largest customer. This exposure would
include receivables from Reliant (accounted for about half of
CenterPoint's $190 million of billed receivables from REPS at June
30, 2008, in addition to receivables for services rendered that
have yet to be billed).

Moody's notes that these storm costs will likely be funded by
incremental debt that was not previously anticipated and does not
help CNP's already weak financial profile (book
debt/capitalization, after Moody's standard adjustments, was 71%
at June 30, 2008).  Moody's will continue to closely monitor the
CenterPoint companies' liquidity profile that has been set back by
Ike's large storm costs at a time of extraordinarily adverse
financial market conditions.

CenterPoint Energy, Inc., is an electric and gas distribution
company headquartered in Houston, Texas.


CENTRO NP: Inks Deal to Extend $350MM Credit Facility to Dec. 15
----------------------------------------------------------------
Centro NP LLC disclosed in a Securities and Exchange Commission
filing that on Sept. 26, 2008, it entered into a letter agreement
modifying and waiving provisions of its Revolving Credit Facility
and the Letter Agreement, dated as of Feb. 14, 2008, relating to
its $350 million unsecured revolving credit facility with Bank of
America N.A., as administrative agent.

The Letter Agreement Amendment provides for, among other things,
an extension of the maturity of indebtedness under the Revolving
Credit Facility from Sept. 30, 2008, to Dec. 15, 2008.

A copy of the Letter Agreement Amendment is available free of
charge at http://researcharchives.com/t/s?33a2

                           Balance Sheet

At June 30, 2008, the company's consolidated balance sheet showed
$4.51 billion in total assets, $2.20 billion in total liabilities,
$42.0 million in minority interest in consolidated partnership and
joint ventures, and $2.27 billion in total member's capital.

Centro NP LLC reported a net loss of $299.5 million for the second
quarter ended June 30, 2008, a net loss of $34.7 million for the
period from April 1, 2007, through April 4,2007, and net income of
$3.7 million for the period April 5, 2007, through June 30, 2007.

Full-text copies of the company's consolidated financial
statements for the quarter ended June 30, 2008, are available for
free at http://researcharchives.com/t/s?316a

                        Going Concern Doubt

There is substantial doubt about the company's ability to continue
as a going concern given that the company's liquidity is subject
to, among other things, its ability to negotiate extensions of
credit facilities.  The company's inability to refinance the
credit facilities would have a material adverse effect on the
company's liquidity and financial condition.  In addition,
uncertainty also exists due to the refinancing issues currently
experienced by the company's ultimate parent investors, Centro
Properties Group and Centro Retail Group.  If the outcomes of
these refinancing negotiations are not favorable to Centro
Properties Group and Centro Retail Group, it is uncertain as to
the impact that this will have on the company.

                        About Centro NP LLC

Headquartered in New York, Centro NP LLC (formerly Super
IntermediateCo LLC) was formed in February 2007 to succeed the
operations of New Plan Excel Realty Trust Inc.  The principal
business of the company is the ownership and management of
community and neighborhood shopping centers throughout the United
States.  A substantial portion of its revenue is derived from
tenants under existing leases at its properties.  Prior to the
consummation of the merger, New Plan Excel Realty Trust was
operated as a self-administered, self-managed real estate
investment trust.

                           *     *     *

Moody's Investors Service downgraded the senior unsecured debt
ratings of Centro NP LLC (formerly New Plan Excel Realty Trust,
Inc.) to Caa1, from B3.  Although the company announced that its
lenders extended its September 30, 2008 refinancing deadline for
US debt to be coterminous with the Australian deadline of Dec. 15,
the inability to complete portfolio sales and the material decline
in capital market liquidity continues to pressure the rating.  The
ratings are under review for possible downgrade.


CHRYSLER LLC: Denies Bankruptcy Speculation
-------------------------------------------
Jeff Green and Greg Bensinger at Bloomberg News report that
Chrysler LLC's spokesperson Shawn Morgan said in an interview that
the company won't declare bankruptcy.

According to Bloomberg, Standard & Poor's lead automotive credit
analyst Robert Schulz said that Chrysler LLC, along with Ford
Motor Co. and General Motors Corp., may be forced into bankruptcy
as the global credit freeze damps U.S.  Bloomberg states that Mr.
Schulz said that "macro factors could overwhelm them at some
point" even as GM, Ford, and Chrysler vow to stick with their
turnaround plans.

                       About Chrysler LLC

Headquartered in Auburn Hills, Michigan, Chrysler LLC --
http://www.chrysler.com/-- a unit of Cerberus Capital
Management LP, produces Chrysler, Jeep(R), Dodge and Mopar(R)
brand vehicles and products.  The company has dealers worldwide,
including Canada, Mexico, U.S., Germany, France, U.K., Argentina,
Brazil, Venezuela, China, Japan and Australia.

                          *     *     *

As reported in the Troubled Company Reporter on Aug. 11, 2008,
Standard & Poor's Ratings Services lowered its ratings on Chrysler
LLC, including the corporate credit rating, to 'CCC+' from 'B-'.

On July 31, 2008, TCR said that Fitch Ratings downgraded the
Issuer Default Rating of Chrysler LLC to 'CCC' from 'B-'.  The
Rating Outlook is Negative.  The downgrade reflects Chrysler's
restricted access to economic retail financing for its vehicles,
which is expected to result in a further step-down in retail
volumes.  Lack of competitive financing is also expected to result
in more costly subvention payments and other forms of sales
incentives.  Fitch is also concerned with the state of the
securitization market and the ability of the automakers to access
this market on an economic basis over the near term, given the
steep drop in residual values, higher default rates, higher loss
severity being experienced and jittery capital market.


CON-CAN: Involuntary Chapter 11 Case Summary
--------------------------------------------
Alleged Debtor: Con-Can
                9225 Leopard St.
                Corpus Christi, TX 78409  

Case Number: 08-20548

Type of Business: The Debtor owns a real estate property.
                  See: http://www.concan.com/

Involuntary Petition Date: October 2, 2008

Court: Southern District of Texas (Corpus Christi)

Petitioner's Counsel: James Richard Harris, Esq.
                      jharris@harris-greenwell.com
                      Harris & Greenwell
                      615 Upper N Broadway, Ste. 1700
                      Corpus Christi, TX 78477
                      Tel: (361) 883-1946
                      Fax: (361) 882-2900

   Petitioners                 Nature of Claim      Claim Amount
   -----------                 ---------------      ------------
First State Bank of Odem       receivable           $50,000
P.O. Box 726                   
Odem, TX 78370-0726

Roy Smith Dennis, Jr.          receivable           $249,632
9225 Leopard St.
Corpus Christi, TX 78409


CONSTRUCTION EQUIPMENT: Voluntary Chapter 11 Case Summary
---------------------------------------------------------
Debtor: Construction Equipment Rental Corp.
        287 Main Street, Suite C
        Port Monmouth, NJ 07758

Bankruptcy Case No.: 08-29597

Chapter 11 Petition Date: October 9, 2008

Court: District of New Jersey (Trenton)

Debtor's Counsel: Andrew J. Kelly, Esq.
                  akelly@kbtlaw.com
                  Kelly & Brennan, P.C.
                  1800 Route 34, Suite 403
                  Wall, NJ 07719
                  Tel: (732) 280-8825

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.


CPI PLASTICS: TSX to Delist Common Shares by October 30
-------------------------------------------------------
The Toronto Stock Exchange disclosed that the common shares of CPI
Plastics Group Limited will be delisted by Oct. 30, 2008, for
failure to meet the continued listing TSX's requirement.

TSX will issue a further trader note confirming the delisting
details.

                   About CPI Plastics Group Ltd.
    
Based in Mississauga, Ontario and Pleasant Prairie, Wisconsin,
CPI Plastics Group Ltd. is a plastics processor and is into  
thermoplastics profile design, engineering, processing and value
added manufacturing.  CPI's team of over 600 employees
manufactures out of six plants occupying 530,000 square feet
of manufacturing space and housing over 135 extruders.


CREDIT SUISSE: S&P Junks 3 Classes of Series 2002-CKP1 Certs.
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on three
classes of commercial mortgage pass-through certificates from
Credit Suisse First Boston Mortgage Securities Corp.'s series
2002-CKP1.  At the same time, S&P affirmed its ratings on 15 other
classes from this series.

The downgrades reflect anticipated credit support erosion upon the
eventual resolution of three ($21.4 million, 3%) of the five
assets with the special servicer.  The downgrades also reflect
credit concerns regarding eight of the 17 loans in the pool that
have reported debt service coverage of less than 1.0x.

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

The five assets ($27.6 million, 3%) with the special servicer LNR
Partners Inc. are:

     -- The Fox Chase Apartments asset has a total exposure of
        $10.8 million (1%) and is secured by a 260-unit
        multifamily property in Grand Prairie, Texas.  The asset
        was transferred to LNR on Oct. 18, 2007, and is classified
        as real estate owned.  There is significant deferred
        maintenance associated with the property.  Occupancy was
        44% as of September 2008. A $1.4 million appraisal
        reduction amount is in effect for this asset.  Standard &
        Poor's expects the resolution of the asset will result in
        a moderate to significant loss.

     -- The Bruton Oaks Apartments asset has a total exposure of
        $9.1 million (1%) and is secured by a 304-unit multifamily
        property in Dallas, Texas.  The asset was transferred to
        LNR on June 6, 2007, and is classified as REO.  As of
        September 2008, occupancy was 71%.  In addition, there is
        significant deferred maintenance associated with the
        property.  A $4.1 million ARA is in effect for this asset.
        Standard & Poor's expects the resolution of the asset will
        result in a moderate to significant loss.

     -- The Kimball Square Apartments loan has a total exposure of
        $4.9 million (0.6%) and is secured by a 232-unit
        multifamily property in Dallas, Texas.  The asset was
        transferred to LNR on Oct. 17, 2007, due to payment
        default.  The loan is 90-plus days delinquent.  In
        addition, there is significant deferred maintenance
        associated with the property. A $1.4 million ARA is in
        effect for this asset.  Standard & Poor's expects the
        resolution of the loan will result in a moderate loss.

     -- The Village Square Apartments loan has a total exposure of
        $3.9 million (0.5%) and is secured by a 190-unit
        multifamily property in Detroit, Michigan.  The asset was
        transferred to LNR on July 11, 2008, due to payment
        default.  The loan is now current in its principal and
        interest payments.  An appraisal has been ordered.  The
        year-end 2007 DSC was 1.20x.  Standard & Poor's expects
        the resolution of the asset will result in a minimal loss.

     -- The 1800 Building loan has a total exposure of
        $2.4 million (0.3%) and is secured by a 19,544-sq.-ft.
        office property in Torrance, California.  The asset was
        transferred to LNR on Nov. 20, 2007, due to payment
        default.  The loan is 60-plus days delinquent.  A $0.6
        million ARA is in effect for this asset.  Standard &
        Poor's expects the resolution of the asset will result in
        a minimal loss.

Excluding two assets that are with the special servicer, there are
17 loans in the pool ($62.5 million, 7%) that have reported DSCs
of less than 1.0x.  The loans are secured by a variety of property
types and have an average balance of $3.7 million.  These loans
have seen an average decline in DSC of 35% since issuance.  The
properties securing the eight loans that are credit concerns have
experienced a combination of declining occupancy and higher
operating expenses.  The remaining loans are not currently credit
concerns because:

     -- They secure properties that are in various stages of
        renovation or lease-up.  In these cases, S&P expects net
        cash flow to increase in the future;

     -- They have been structured with reserves that are still
        outstanding; and/or

     -- They have relatively low exposure per square foot or unit.

As of the Sept. 17, 2008, remittance report, the collateral pool
consisted of 141 loans with an aggregate trust balance of
$853.6 million, compared with 156 loans totaling $992.9 million at
issuance.  The master servicer, Midland Loan Services Inc.,
reported financial information for 99.6% of the pool.  Ninety-
three percent of the servicer-provided information was full-year
2007 data.  Standard & Poor's calculated a weighted average DSC of
1.42x for the pool, up from 1.37x at issuance.  There are two REO
assets and three delinquent loans in the pool.  Four of these are
with LNR.  The remaining asset is classified as 30-plus days
delinquent.  The trust has experienced 10 losses totaling $6.2
million to date.

The top 10 loans have an aggregate outstanding balance of
$329.2 million (39%) and a weighted average DSC of 1.52x, up from
1.39x at issuance.  Standard & Poor's reviewed the property
inspections provided by the master servicer for 39 of the
properties underlying the top 10 exposures.  All of the assets
were characterized as either "good" or "excellent."

Midland reported a watchlist of 25 loans ($76.2 million, 9%).  The
Oak Ridge Office Portfolio loan ($24.9 million, 3% of pool) is the
largest loan on the watchlist and the sixth-largest exposure in
the pool.  The loan is secured by a portfolio of six office
properties comprising 413,965-sq.-ft. of rentable space in Oak
Ridge, Tennessee.  The loan appears on the watchlist due to low
DSC, which was 0.99x as of year-end 2007 on a consolidated basis.  
The low DSC is attributable to a combination of decreased
occupancies and lower rent re-signings that have affected three of
the six collateral properties.

Standard & Poor's identified 16 collateral properties
($30.3 million, 4%) in areas affected by Hurricane Ike.  None of
the properties secure loans that appear on the watchlist due to
the hurricane.  One property ($1.0 million, 0.12%) is known to
have not sustained damage.  One property ($2.6 million, 0.31%)
experienced minor damage that has already been repaired.  Two
properties ($6.0 million, 0.70%) are known to have sustained major
damage as a result of the storm.  In both cases, there is ample
property and business interruption insurance available.  S&P is
still awaiting information for the remaining 12 properties
($20.7 million, 2%), and it will continue to monitor the
situation.

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

Credit Suisse First Boston Mortgage Securities Corp.
Commercial mortgage pass-through certificates series 2002-CKP1

           Rating
           ------
Class    To      From      Credit enhancement
-----    --      ----      ------------------
O        CCC+    B+              2.31%
P        CCC     B               1.73%
Q        CCC-    CCC+            1.15%

                          Ratings Affirmed

Credit Suisse First Boston Mortgage Securities Corp.
Commercial mortgage pass-through certificates series 2002-CKP1

Class    Rating            Credit enhancement
-----    ------            ------------------
A-2      AAA                    25.58%
A-3      AAA                    25.58%
B        AAA                    20.92%
C        AAA                    19.32%
D        AA+                    16.27%
E        AA                     14.53%
F        AA-                    12.93%
G        A+                     11.18%
H        A                       9.44%
J-AD     BBB+                    7.11%
K-Z      BBB                     7.11%
L        BBB-                    5.22%
N        BB                      3.33%
A-SP     AAA                      N/A
A-X      AAA                      N/A

N/A -- Not applicable.


CROSSWINDS AT ROCKY: Selling Assets to Cabarrus County for $1.8MM
-----------------------------------------------------------------
Crosswinds at Rocky River LLC said that it plans to sell a
24.1-acre property for $1.8 million to Cabarrus County, which land
will be used for a school, Bill Rochelle of Bloomberg News
reports.  The company declared that there will be no public
auction because the sale may end a fight over condemnation, Mr.
Rochelle relates.

Headquartered in Novi, Michigan, Crosswinds at Rocky River, LLC,
files for Chapter 11 protection on June 30, 2008 (Bankr. W.D N.C.
Case No. 08-31357).  Travis W. Moon, Esq., at Hamilton Moon
Stephens Steele Martin, represents the Debtor.  When the Debtor
filed for protection from its creditors, it listed assets and
debts between $10 million and $50 million.


CWABS: Moody's Downgrades Ratings on 717 Tranches From 71 RMBS
--------------------------------------------------------------
Moody's Investors Service has downgraded the ratings of 717
tranches from 71 subprime RMBS transactions issued by CWABS.  
Additionally, three ratings were confirmed after previously being
on review for possible further downgrade.  The collateral backing
these transactions consists primarily of first-lien, fixed and
adjustable-rate, subprime residential mortgage loans.

These actions follow and are as a result of Moody's September 18,
2008 announcement that it had updated its loss projections on
first-lien subprime RMBS.

Moody's Investors Service also takes action on certain insured
notes.  The ratings on securities that are guaranteed or "wrapped"
by a financial guarantor is the higher of a) the rating of the
guarantor or b) the published underlying rating.

The underlying ratings on these insured notes reflect the
intrinsic credit quality of the notes in the absence of the
guarantee.  The current ratings on the below notes are consistent
with Moody's practice of rating insured securities at the higher
of the guarantor's insurance financial strength rating and any
underlying rating that is public

Complete rating actions are:

Issuer: CWABS Asset-Backed Certificates Trust 2005-1

  -- Cl. MV-7, Downgraded to Baa2 from Baa1
  -- Cl. MV-8, Downgraded to Ba3 from Baa3
  -- Cl. BF, Downgraded to Ba1 from Baa3
  -- Cl. BV, Downgraded to B1 from Ba3

Issuer: CWABS Asset-Backed Certificates Trust 2005-10

  -- Cl. MV-10, Downgraded to Caa2 from B3
  -- Cl. BF, Downgraded to B3 from B2
  -- Cl. BV, Downgraded to C from Caa1

Issuer: CWABS Asset-Backed Certificates Trust 2005-11

  -- Cl. BV, Downgraded to C from Caa1
  -- Cl. MV-7, Downgraded to Baa2 from Baa1
  -- Cl. MV-8, Downgraded to B1 from Baa3
  -- Cl. MV-9, Downgraded to Caa3 from B2

Issuer: CWABS Asset-Backed Certificates Trust 2005-12

  -- Cl. M-7, Downgraded to Baa2 from Baa1
  -- Cl. M-8, Downgraded to Ba3 from Baa3
  -- Cl. B, Downgraded to Caa2 from B2

Issuer: CWABS Asset-Backed Certificates Trust 2005-13

  -- Cl. MV-2, Downgraded to Aa3 from Aa2
  -- Cl. MV-4, Downgraded to Baa3 from Baa1
  -- Cl. MV-5, Downgraded to B2 from Ba1
  -- Cl. MV-6, Downgraded to Ca from B2
  -- Cl. MV-7, Downgraded to C from Caa1
  -- Cl. MV-8, Downgraded to C from Caa3
  -- Cl. BF, Confirmed at B2
  -- Cl. BV, Downgraded to C from Ca

Issuer: CWABS Asset-Backed Certificates Trust 2005-14

  -- Cl. M-4, Downgraded to A2 from A1
  -- Cl. M-5, Downgraded to Baa2 from A2
  -- Cl. M-6, Downgraded to B1 from Baa1
  -- Cl. M-7, Downgraded to Caa2 from Ba1
  -- Cl. M-8, Downgraded to C from B2
  -- Cl. B, Downgraded to C from Caa1

Issuer: CWABS Asset-Backed Certificates Trust 2005-15

  -- Cl. M-4, Downgraded to A2 from A1
  -- Cl. M-5, Downgraded to Baa1 from A2
  -- Cl. M-6, Downgraded to Baa3 from A3
  -- Cl. M-7, Downgraded to B1 from Baa1
  -- Cl. M-8, Downgraded to Caa2 from Ba1
  -- Cl. B, Downgraded to C from B1

Issuer: CWABS Asset-Backed Certificates Trust 2005-16

  -- Cl. 1-AF, Currently Aa3, on review for possible downgrade

Financial Guarantor: Ambac Assurance Corporation (Aa3), on review
for possible downgrade

  -- Underlying Rating: Ba3
  -- Cl. 2-AF-2, Downgraded to Aa3 on review for possible
     downgrade from Aa1,

Financial Guarantor: Ambac Assurance Corporation (Aa3), on review
for possible downgrade

  -- Underlying Rating: Ba3
  -- Cl. 2-AF-3, Downgraded to Aa3 on review for possible
     downgrade from Aa2,

Financial Guarantor: Ambac Assurance Corporation (Aa3), on review
for possible downgrade

  -- Underlying Rating: B1
  -- Cl. 2-AF-4, Currently Aa3, on review for possible downgrade

Financial Guarantor: Ambac Assurance Corporation (Aa3), on review
for possible downgrade

  -- Underlying Rating: B2
  -- Cl. 2-AF-5, Downgraded to Aa3 on review for possible
     downgrade from Aa1,

Financial Guarantor: Ambac Assurance Corporation (Aa3), on review
for possible downgrade

  -- Underlying Rating: B1
  -- Cl. MV-3, Downgraded to A2 from Aa3
  -- Cl. MV-4, Downgraded to Baa2 from A3
  -- Cl. MV-5, Downgraded to Ba3 from Baa2
  -- Cl. MV-6, Downgraded to Caa2 from Ba3
  -- Cl. MV-7, Downgraded to C from B2
  -- Cl. MV-8, Downgraded to C from B3
  -- Cl. BF, Downgraded to Ca from Baa3
  -- Cl. BV, Downgraded to C from Caa2

Issuer: CWABS Asset-Backed Certificates Trust 2005-17

  -- Cl. 1-AF-2, Downgraded to Aa3 on review for possible
     downgrade from Aa2,

Financial Guarantor: Ambac Assurance Corporation (Aa3), on review
for possible downgrade

  -- Underlying Rating: B1
  -- Cl. 1-AF-3, Currently Aa3, on review for possible downgrade

Financial Guarantor: Ambac Assurance Corporation (Aa3), on review
for possible downgrade

  -- Underlying Rating: B2
  -- Cl. 1-AF-4, Currently Aa3, on review for possible downgrade

Financial Guarantor: Ambac Assurance Corporation (Aa3), on review
for possible downgrade

  -- Underlying Rating: B3
  -- Cl. 1-AF-5, Currently Aa3, on review for possible downgrade

Financial Guarantor: Ambac Assurance Corporation (Aa3), on review
for possible downgrade

  -- Underlying Rating: B2
  -- Cl. MV-3, Downgraded to A2 from A1
  -- Cl. MV-5, Downgraded to Ba2 from Baa3
  -- Cl. MV-6, Downgraded to Caa2 from B1
  -- Cl. MV-7, Downgraded to C from B3
  -- Cl. MV-8, Downgraded to C from Caa1
  -- Cl. BF, Downgraded to C from B2
  -- Cl. BV, Downgraded to C from Caa3

Issuer: CWABS Asset-Backed Certificates Trust 2005-3

  -- Cl. MF-8, Downgraded to Baa3 from Baa2
  -- Cl. MV-8, Downgraded to Ba1 from Baa2
  -- Cl. MV-7, Downgraded to Baa2 from Baa1
  -- Cl. BF, Downgraded to B2 from Baa3
  -- Cl. BV, Downgraded to B2 from Ba2

Issuer: CWABS Asset-Backed Certificates Trust 2005-4

  -- Cl. MF-2, Downgraded to Aa3 from Aa2
  -- Cl. MF-3, Downgraded to A1 from Aa3
  -- Cl. MF-5, Downgraded to A3 from A2
  -- Cl. MF-6, Downgraded to Baa1 from A3
  -- Cl. MF-7, Downgraded to Baa2 from Baa1
  -- Cl. MF-8, Downgraded to Ba3 from Baa2
  -- Cl. MV-8, Downgraded to Ba2 from Baa2
  -- Cl. BF, Downgraded to Caa2 from Baa3
  -- Cl. BV, Downgraded to B3 from Baa3

Issuer: CWABS Asset-Backed Certificates Trust 2005-6

  -- Cl. M-8, Downgraded to Ba2 from Ba1
  -- Cl. B, Downgraded to Caa2 from B1

Issuer: CWABS Asset-Backed Certificates Trust 2005-7

  -- Cl. MF-5, Downgraded to A3 from A2
  -- Cl. MF-6, Downgraded to Baa1 from A3
  -- Cl. MF-7, Downgraded to Baa2 from Baa1
  -- Cl. MF-8, Downgraded to Ba2 from Baa2
  -- Cl. MV-7, Downgraded to Baa1 from A3
  -- Cl. MV-8, Downgraded to Ba1 from Baa3
  -- Cl. MV-9, Downgraded to B2 from Ba2
  -- Cl. BF, Downgraded to Caa2 from Baa3
  -- Cl. BV, Downgraded to Caa1 from B1

Issuer: CWABS Asset-Backed Certificates Trust 2005-8

  -- Cl. B, Confirmed at B3

Issuer: CWABS Asset-Backed Certificates Trust 2005-AB1

  -- Cl. M-3, Downgraded to A1 from Aa3
  -- Cl. M-4, Downgraded to A3 from A1
  -- Cl. M-5, Downgraded to Baa2 from A2
  -- Cl. M-6, Downgraded to B1 from A3
  -- Cl. M-7, Downgraded to Ca from Caa2
  -- Cl. B, Downgraded to C from Ca

Issuer: CWABS Asset-Backed Certificates Trust 2005-AB2

  -- Cl. M-4, Downgraded to Ba1 from Baa3
  -- Cl. M-5, Downgraded to B1 from Ba2
  -- Cl. M-6, Downgraded to Ca from B2
  -- Cl. M-7, Downgraded to C from Caa3
  -- Cl. B, Downgraded to C from Ca

Issuer: CWABS Asset-Backed Certificates Trust 2005-AB3

  -- Cl. M-2, Downgraded to Baa1 from Aa3
  -- Cl. M-3, Downgraded to Ba1 from A2
  -- Cl. M-4, Downgraded to B2 from Baa2
  -- Cl. M-5, Downgraded to Ca from Ba2
  -- Cl. M-6, Downgraded to C from B3
  -- Cl. M-7, Downgraded to C from Caa1
  -- Cl. M-8, Downgraded to C from Caa2

Issuer: CWABS Asset-Backed Certificates Trust 2005-AB4

  -- Cl. 1-A, Downgraded to Aa1 from Aaa
  -- Cl. 2-A-1, Downgraded to A3 from Aaa
  -- Cl. 2-A-3, Downgraded to A3 from Aaa
  -- Cl. 2-A-4, Downgraded to Baa1 from Aa1
  -- Cl. M-1, Downgraded to Ba2 from A2
  -- Cl. M-2, Downgraded to Caa2 from Baa3
  -- Cl. M-3, Downgraded to C from B1
  -- Cl. M-4, Downgraded to C from B3
  -- Cl. M-5, Downgraded to C from Caa1
  -- Cl. M-6, Downgraded to C from Caa3
  -- Cl. M-7, Downgraded to C from Ca

Issuer: CWABS Asset-Backed Certificates Trust 2005-AB5

  -- Cl. 1-A-1, Downgraded to Baa3 from Aaa
  -- Cl. 1-A-1M, Downgraded to B1 from Aa3
  -- Cl. 2-A-2, Downgraded to Baa2 from Aaa
  -- Cl. 2-A-2M, Downgraded to Ba2 from Aaa
  -- Cl. 2-A-3, Downgraded to Ba1 from Aa1
  -- Cl. 2-A-3M, Downgraded to Ba2 from Aa3
  -- Cl. M-1, Downgraded to Ca from Baa1
  -- Cl. M-2, Downgraded to C from B1
  -- Cl. M-3, Downgraded to C from B2
  -- Cl. M-4, Downgraded to C from B3
  -- Cl. M-5, Downgraded to C from Caa1
  -- Cl. M-6, Downgraded to C from Caa2
  -- Cl. M-7, Downgraded to C from Caa3

Issuer: CWABS Asset-Backed Certificates Trust 2005-BC1

  -- Cl. M-7, Downgraded to Baa2 from Baa1
  -- Cl. M-8, Downgraded to Ba1 from Baa2
  -- Cl. B, Downgraded to B2 from Ba2

Issuer: CWABS Asset-Backed Certificates Trust 2005-BC2

  -- Cl. M-3, Downgraded to A3 from Aa3
  -- Cl. M-4, Downgraded to Baa2 from A1
  -- Cl. M-5, Downgraded to Baa3 from A2
  -- Cl. M-6, Downgraded to Ba1 from Baa2
  -- Cl. M-7, Downgraded to B1 from Baa3
  -- Cl. M-8, Downgraded to Caa2 from Ba2
  -- Cl. B, Downgraded to Caa3 from B2

Issuer: CWABS Asset-Backed Certificates Trust 2005-BC4

  -- Cl. M-6, Downgraded to Baa2 from A3
  -- Cl. M-7, Downgraded to Ba1 from Baa1
  -- Cl. M-8, Downgraded to B2 from Baa2
  -- Cl. M-9, Downgraded to B3 from Ba2
  -- Cl. M-10, Downgraded to Caa2 from Ba3
  -- Cl. B, Downgraded to Caa3 from Caa1

Issuer: CWABS Asset-Backed Certificates Trust 2005-BC5

  -- Cl. M-5, Downgraded to Baa1 from A2
  -- Cl. M-6, Downgraded to Ba1 from A3
  -- Cl. M-7, Downgraded to Caa2 from Baa3
  -- Cl. M-8, Downgraded to C from B2
  -- Cl. B, Downgraded to C from Caa1

Issuer: CWABS Asset-Backed Certificates Trust 2006-1

  -- Cl. MF-2, Downgraded to Aa3 from Aa2
  -- Cl. MF-3, Downgraded to A1 from Aa3
  -- Cl. MF-4, Downgraded to A2 from A1
  -- Cl. MF-5, Downgraded to Baa1 from A2
  -- Cl. MF-6, Downgraded to Baa3 from A3
  -- Cl. MF-7, Downgraded to B1 from Baa2
  -- Cl. MF-8, Downgraded to Caa2 from Ba2
  -- Cl. MV-2, Downgraded to A1 from Aa2
  -- Cl. MV-3, Downgraded to Baa1 from Aa3
  -- Cl. MV-4, Downgraded to Ba1 from A3
  -- Cl. MV-5, Downgraded to Caa2 from Ba3
  -- Cl. MV-6, Downgraded to C from B2
  -- Cl. MV-7, Downgraded to C from B3
  -- Cl. MV-8, Downgraded to C from Caa2
  -- Cl. BF, Downgraded to C from B1
  -- Cl. BV, Downgraded to C from Caa3

Issuer: CWABS Asset-Backed Certificates Trust 2006-10

  -- Cl. 1-AF-5, Downgraded to Aa2 from Aaa
  -- Cl. 1-AF-6, Downgraded to Aa1 from Aaa
  -- Cl. 2-AV, Downgraded to Aa3 from Aaa
  -- Cl. 3-AV-3, Downgraded to Aa2 from Aaa
  -- Cl. 3-AV-4, Downgraded to A1 from Aaa
  -- Cl. MF-1, Downgraded to A2 from Aa1
  -- Cl. MF-2, Downgraded to Baa2 from Aa3
  -- Cl. MF-3, Downgraded to Ba1 from A3
  -- Cl. MF-4, Downgraded to B1 from Baa2
  -- Cl. MF-5, Downgraded to Caa2 from Ba1
  -- Cl. MF-6, Downgraded to C from B1
  -- Cl. MF-7, Downgraded to C from B2
  -- Cl. MF-8, Downgraded to C from B3
  -- Cl. MV-1, Downgraded to Baa1 from Aa1
  -- Cl. MV-2, Downgraded to B1 from A3
  -- Cl. MV-3, Downgraded to Caa2 from Ba2
  -- Cl. MV-4, Downgraded to C from B2
  -- Cl. MV-5, Downgraded to C from B3
  -- Cl. MV-6, Downgraded to C from Caa1
  -- Cl. MV-7, Downgraded to C from Caa2
  -- Cl. MV-8, Downgraded to C from Caa3
  -- Cl. BF, Downgraded to C from Caa1

Issuer: CWABS Asset-Backed Certificates Trust 2006-11

  -- Cl. 3-AV-2, Downgraded to Aa2 from Aaa
  -- Cl. 3-AV-3, Downgraded to A1 from Aaa
  -- Cl. MV-1, Downgraded to Baa2 from Baa1
  -- Cl. MV-3, Downgraded to Caa2 from B2
  -- Cl. MV-4, Downgraded to C from B3
  -- Cl. MV-5, Downgraded to C from Caa1
  -- Cl. MV-6, Downgraded to C from Caa2
  -- Cl. MV-7, Downgraded to C from Caa3

Issuer: CWABS Asset-Backed Certificates Trust 2006-12

  -- Cl. 1-A, Downgraded to Aa3 from Aaa
  -- Cl. 2-A-2, Downgraded to A3 from Aaa
  -- Cl. 2-A-3, Downgraded to Baa1 from Aaa
  -- Cl. M-1, Downgraded to Ba3 from Aa3
  -- Cl. M-2, Downgraded to Caa2 from Ba2
  -- Cl. M-3, Downgraded to C from B2
  -- Cl. M-4, Downgraded to C from B3
  -- Cl. M-5, Downgraded to C from Caa1
  -- Cl. M-6, Downgraded to C from Caa2
  -- Cl. M-7, Downgraded to C from Caa3

Issuer: CWABS Asset-Backed Certificates Trust 2006-13

  -- Cl. 3-AV-2, Downgraded to Aa2 from Aaa
  -- Cl. 3-AV-3, Downgraded to A1 from Aaa
  -- Cl. MV-1, Downgraded to Baa1 from Aa1
  -- Cl. MV-2, Downgraded to Ba1 from Baa1
  -- Cl. MV-3, Downgraded to B2 from Ba2
  -- Cl. MV-4, Downgraded to Caa2 from B1
  -- Cl. MV-5, Downgraded to C from B2
  -- Cl. MV-6, Downgraded to C from B3
  -- Cl. MV-7, Downgraded to C from Caa1
  -- Cl. MV-8, Downgraded to C from Caa2
  -- Cl. BV, Downgraded to C from Caa3

Issuer: CWABS Asset-Backed Certificates Trust 2006-14

  -- Cl. 1-A, Downgraded to Aa3 from Aa2
  -- Cl. 2-A-2, Downgraded to A3 from Aa1
  -- Cl. 2-A-3, Downgraded to Baa1 from Aa3
  -- Cl. M-1, Downgraded to Ba1 from Baa3
  -- Cl. M-2, Downgraded to Caa2 from B1
  -- Cl. M-3, Downgraded to C from B2
  -- Cl. M-4, Downgraded to C from B3
  -- Cl. M-5, Downgraded to C from Caa1
  -- Cl. M-6, Downgraded to C from Caa2
  -- Cl. M-7, Downgraded to C from Caa3
  -- Cl. M-8, Downgraded to C from Ca
  -- Cl. M-9, Downgraded to C from Ca

Issuer: CWABS Asset-Backed Certificates Trust 2006-15

  -- Cl. A-5A, Downgraded to Aa2 from Aaa
  -- Cl. A-6, Downgraded to Aa1 from Aaa
  -- Cl. M-1, Downgraded to Aa3 from Aa1
  -- Cl. M-2, Downgraded to A3 from Aa2
  -- Cl. M-3, Downgraded to Baa1 from A1
  -- Cl. M-4, Downgraded to Baa3 from A2
  -- Cl. M-5, Downgraded to Ba2 from Baa1
  -- Cl. M-6, Downgraded to B2 from Baa3
  -- Cl. M-7, Downgraded to Caa3 from Ba3
  -- Cl. M-8, Downgraded to C from B1
  -- Cl. B, Downgraded to C from B3

Issuer: CWABS Asset-Backed Certificates Trust 2006-16

  -- Cl. 1-A, Downgraded to A3 from Aa3
  -- Cl. 2-A-2, Downgraded to A3 from Aa2
  -- Cl. 2-A-3, Downgraded to Baa1 from A1
  -- Cl. M-1, Downgraded to Ba2 from Baa3
  -- Cl. M-2, Downgraded to Caa2 from B1
  -- Cl. M-3, Downgraded to C from B2
  -- Cl. M-4, Downgraded to C from B3
  -- Cl. M-5, Downgraded to C from B3
  -- Cl. M-6, Downgraded to C from Caa1
  -- Cl. M-7, Downgraded to C from Caa2
  -- Cl. M-8, Downgraded to C from Caa3
  -- Cl. M-9, Downgraded to C from Ca

Issuer: CWABS Asset-Backed Certificates Trust 2006-17

  -- Cl. 1-A, Downgraded to A1 from Aaa
  -- Cl. 2-A-2, Downgraded to Baa3 from Aaa
  -- Cl. 2-A-3, Downgraded to Ba1 from Aaa
  -- Cl. M-1, Downgraded to B3 from A3
  -- Cl. M-2, Downgraded to Ca from B1
  -- Cl. M-3, Downgraded to C from B1
  -- Cl. M-4, Downgraded to C from B2
  -- Cl. M-5, Downgraded to C from B3
  -- Cl. M-6, Downgraded to C from Caa1
  -- Cl. M-7, Downgraded to C from Caa2
  -- Cl. M-8, Downgraded to C from Caa3
  -- Cl. M-9, Downgraded to C from Ca

Issuer: CWABS Asset-Backed Certificates Trust 2006-18

  -- Cl. 2-A-2, Downgraded to Aa3 from Aaa
  -- Cl. 2-A-3, Downgraded to A2 from Aa2
  -- Cl. M-1, Downgraded to Ba1 from Baa1
  -- Cl. M-2, Downgraded to Caa1 from B1
  -- Cl. M-3, Downgraded to Ca from B2
  -- Cl. M-4, Downgraded to C from B3
  -- Cl. M-5, Downgraded to C from B3
  -- Cl. M-6, Downgraded to C from Caa1
  -- Cl. M-7, Downgraded to C from Caa2
  -- Cl. M-8, Downgraded to C from Caa3
  -- Cl. M-9, Downgraded to C from Ca
  -- Cl. B, Downgraded to C from Ca

Issuer: CWABS Asset-Backed Certificates Trust 2006-19

  -- Cl. 2-A-2, Downgraded to Aa3 from Aaa
  -- Cl. 2-A-3, Downgraded to A2 from Aaa
  -- Cl. M-1, Downgraded to Ba2 from A3
  -- Cl. M-2, Downgraded to Caa2 from B1
  -- Cl. M-3, Downgraded to C from B2
  -- Cl. M-4, Downgraded to C from B3
  -- Cl. M-5, Downgraded to C from B3
  -- Cl. M-6, Downgraded to C from Caa1
  -- Cl. M-7, Downgraded to C from Caa2
  -- Cl. M-8, Downgraded to C from Caa3
  -- Cl. M-9, Downgraded to C from Ca

Issuer: CWABS Asset-Backed Certificates Trust 2006-2

  -- Cl. M-1, Downgraded to A1 from Aa1
  -- Cl. M-2, Downgraded to Baa2 from Aa2
  -- Cl. M-3, Downgraded to Ba2 from Aa3
  -- Cl. M-4, Downgraded to Caa2 from Baa1
  -- Cl. M-5, Downgraded to C from Ba2
  -- Cl. M-6, Downgraded to C from B2
  -- Cl. M-7, Downgraded to C from Caa1
  -- Cl. M-8, Downgraded to C from Caa2
  -- Cl. B, Downgraded to C from Ca

Issuer: CWABS Asset-Backed Certificates Trust 2006-20

  -- Cl. 1-A, Downgraded to A1 from Aaa
  -- Cl. 2-A-3, Downgraded to A1 from Aaa
  -- Cl. 2-A-4, Downgraded to A3 from Aaa
  -- Cl. M-1, Downgraded to Baa3 from A1
  -- Cl. M-2, Downgraded to B3 from Ba2
  -- Cl. M-3, Downgraded to Ca from B1
  -- Cl. M-4, Downgraded to C from B2
  -- Cl. M-5, Downgraded to C from B3
  -- Cl. M-6, Downgraded to C from B3
  -- Cl. M-7, Downgraded to C from Caa1
  -- Cl. M-8, Downgraded to C from Caa2
  -- Cl. M-9, Downgraded to C from Ca
  -- Cl. B, Downgraded to C from Ca

Issuer: CWABS Asset-Backed Certificates Trust 2006-21

  -- Cl. 1-A, Downgraded to Aa3 from Aa1
  -- Cl. 2-A-3, Downgraded to A3 from Aa1
  -- Cl. 2-A-4, Downgraded to Baa1 from Aa2
  -- Cl. M-1, Downgraded to B1 from Baa3
  -- Cl. M-2, Downgraded to Caa2 from B1
  -- Cl. M-3, Downgraded to C from B2
  -- Cl. M-4, Downgraded to C from B3
  -- Cl. M-5, Downgraded to C from B3
  -- Cl. M-6, Downgraded to C from Caa1
  -- Cl. M-7, Downgraded to C from Caa2
  -- Cl. M-8, Downgraded to C from Caa3
  -- Cl. M-9, Downgraded to C from Ca
  -- Cl. B, Downgraded to C from Ca

Issuer: CWABS Asset-Backed Certificates Trust 2006-22

  -- Cl. 1-A, Downgraded to Aa3 from Aa1
  -- Cl. 2-A-3, Downgraded to A3 from Aaa
  -- Cl. 2-A-4, Downgraded to Baa1 from Aa2
  -- Cl. M-1, Downgraded to B1 from Baa3
  -- Cl. M-2, Downgraded to Caa2 from B1
  -- Cl. M-3, Downgraded to C from B2
  -- Cl. M-4, Downgraded to C from B3
  -- Cl. M-5, Downgraded to C from B3
  -- Cl. M-6, Downgraded to C from Caa1
  -- Cl. M-7, Downgraded to C from Caa2
  -- Cl. M-8, Downgraded to C from Caa3
  -- Cl. M-9, Downgraded to C from Ca
  -- Cl. B, Downgraded to C from Ca

Issuer: CWABS Asset-Backed Certificates Trust 2006-23

  -- Cl. 1-A, Downgraded to Aa3 from Aa2
  -- Cl. 2-A-3, Downgraded to A3 from Aa1
  -- Cl. 2-A-4, Downgraded to Baa1 from Aa3
  -- Cl. M-1, Downgraded to Ba2 from Baa3
  -- Cl. M-2, Downgraded to B3 from Ba3
  -- Cl. M-3, Downgraded to Ca from B1
  -- Cl. M-4, Downgraded to C from B2
  -- Cl. M-5, Downgraded to C from B3
  -- Cl. M-6, Downgraded to C from B3
  -- Cl. M-7, Downgraded to C from Caa1
  -- Cl. M-8, Downgraded to C from Caa2
  -- Cl. M-9, Downgraded to C from Caa3
  -- Cl. B, Downgraded to C from Ca

Issuer: CWABS Asset-Backed Certificates Trust 2006-24

  -- Cl. 1-A, Downgraded to A1 from Aa2
  -- Cl. 2-A-3, Downgraded to A3 from A1
  -- Cl. 2-A-4, Downgraded to Baa1 from A3
  -- Cl. M-1, Downgraded to B1 from Ba3
  -- Cl. M-2, Downgraded to Caa2 from B1
  -- Cl. M-3, Downgraded to C from B2
  -- Cl. M-4, Downgraded to C from B3
  -- Cl. M-5, Downgraded to C from B3
  -- Cl. M-6, Downgraded to C from Caa1
  -- Cl. M-7, Downgraded to C from Caa2
  -- Cl. M-8, Downgraded to C from Caa3
  -- Cl. M-9, Downgraded to C from Ca
  -- Cl. B, Downgraded to C from Ca

Issuer: CWABS Asset-Backed Certificates Trust 2006-25

  -- Cl. 1-A, Downgraded to Aa3 from Aa2
  -- Cl. 2-A-3, Downgraded to A3 from Aa2
  -- Cl. 2-A-4, Downgraded to Baa1 from A1
  -- Cl. M-1, Downgraded to Ba1 from Baa3
  -- Cl. M-2, Downgraded to Caa2 from B1
  -- Cl. M-3, Downgraded to C from B2
  -- Cl. M-4, Downgraded to C from B3
  -- Cl. M-5, Downgraded to C from B3
  -- Cl. M-6, Downgraded to C from Caa1
  -- Cl. M-7, Downgraded to C from Caa2
  -- Cl. M-8, Downgraded to C from Caa3
  -- Cl. M-9, Downgraded to C from Caa3
  -- Cl. B, Downgraded to C from Ca

Issuer: CWABS Asset-Backed Certificates Trust 2006-26

  -- Cl. 1-A, Downgraded to A2 from Aa2
  -- Cl. 2-A-3, Downgraded to A3 from Aaa
  -- Cl. 2-A-4, Downgraded to Baa1 from Aa2
  -- Cl. M-1, Downgraded to Ba2 from Baa1
  -- Cl. M-2, Downgraded to Caa2 from B1
  -- Cl. M-3, Downgraded to C from B2
  -- Cl. M-4, Downgraded to C from B3
  -- Cl. M-5, Downgraded to C from B3
  -- Cl. M-6, Downgraded to C from Caa1
  -- Cl. M-7, Downgraded to C from Caa2
  -- Cl. M-8, Downgraded to C from Caa3
  -- Cl. M-9, Downgraded to C from Caa3
  -- Cl. B, Downgraded to C from Ca

Issuer: CWABS Asset-Backed Certificates Trust 2006-3

  -- Cl. M-1, Downgraded to Aa3 from Aa1
  -- Cl. M-2, Downgraded to Baa1 from Aa2
  -- Cl. M-3, Downgraded to Ba1 from Aa3
  -- Cl. M-4, Downgraded to B2 from A3
  -- Cl. M-5, Downgraded to Ca from Ba2
  -- Cl. M-6, Downgraded to C from B2
  -- Cl. M-7, Downgraded to C from Caa1
  -- Cl. M-8, Downgraded to C from Caa2
  -- Cl. B, Downgraded to C from Ca

Issuer: CWABS Asset-Backed Certificates Trust 2006-4

  -- Cl. M-1, Downgraded to Aa3 from Aa1
  -- Cl. M-2, Downgraded to Baa1 from Aa2
  -- Cl. M-3, Downgraded to Ba1 from Aa3
  -- Cl. M-4, Downgraded to B2 from A2
  -- Cl. M-5, Downgraded to Ca from Ba1
  -- Cl. M-6, Downgraded to C from B2
  -- Cl. M-7, Downgraded to C from B3
  -- Cl. M-8, Downgraded to C from Caa2
  -- Cl. B, Downgraded to C from Caa3

Issuer: CWABS Asset-Backed Certificates Trust 2006-5

  -- Cl. 2-A-2, Downgraded to Aa2 from Aaa
  -- Cl. 2-A-3, Downgraded to A1 from Aaa
  -- Cl. M-1, Downgraded to Baa1 from Aa1
  -- Cl. M-2, Downgraded to Ba3 from Aa2
  -- Cl. M-3, Downgraded to Caa2 from Baa1
  -- Cl. M-4, Downgraded to C from Ba3
  -- Cl. M-5, Downgraded to C from B2
  -- Cl. M-6, Downgraded to C from B3
  -- Cl. M-7, Downgraded to C from Caa2
  -- Cl. M-8, Downgraded to C from Caa3

Issuer: CWABS Asset-Backed Certificates Trust 2006-6

  -- Cl. 2-A-3, Downgraded to Aa1 from Aaa
  -- Cl. M-1, Downgraded to Ba1 from Aa2
  -- Cl. M-2, Downgraded to B2 from A2
  -- Cl. M-3, Downgraded to Ca from Ba1
  -- Cl. M-4, Downgraded to C from B2
  -- Cl. M-5, Downgraded to C from B3
  -- Cl. M-6, Downgraded to C from Caa2
  -- Cl. M-7, Downgraded to C from Caa3
  -- Cl. M-8, Downgraded to C from Ca

Issuer: CWABS Asset-Backed Certificates Trust 2006-7

  -- Cl. 1-A, Downgraded to Aa3 from Aaa
  -- Cl. 2-A-3, Downgraded to A3 from Aaa
  -- Cl. 2-A-4, Downgraded to Baa1 from Aaa
  -- Cl. M-1, Downgraded to Ba2 from Aa1
  -- Cl. M-2, Downgraded to Caa2 from Baa1
  -- Cl. M-3, Downgraded to C from Ba3
  -- Cl. M-4, Downgraded to C from B2
  -- Cl. M-5, Downgraded to C from B3
  -- Cl. M-6, Downgraded to C from Caa1
  -- Cl. M-7, Downgraded to C from Caa2
  -- Cl. M-8, Downgraded to C from Caa3

Issuer: CWABS Asset-Backed Certificates Trust 2006-8

  -- Cl. 2-A-3, Downgraded to Aa3 from Aaa
  -- Cl. 2-A-4, Downgraded to A2 from Aaa
  -- Cl. M-1, Downgraded to Baa2 from Aa1
  -- Cl. M-2, Downgraded to B2 from A2
  -- Cl. M-3, Downgraded to Caa2 from Ba1
  -- Cl. M-4, Downgraded to C from B1
  -- Cl. M-5, Downgraded to C from B2
  -- Cl. M-6, Downgraded to C from B3
  -- Cl. M-7, Downgraded to C from Caa2
  -- Cl. M-8, Downgraded to C from Caa3
  -- Cl. M-9, Downgraded to C from Ca

Issuer: CWABS Asset-Backed Certificates Trust 2006-9

  -- Cl. 1-AF-3, Downgraded to Aa1 from Aaa
  -- Cl. 1-AF-4, Downgraded to Aa3 from Aaa
  -- Cl. 1-AF-5, Downgraded to A2 from Aaa
  -- Cl. 1-AF-6, Downgraded to A1 from Aaa
  -- Cl. 3-AV-3, Downgraded to Aa3 from Aaa
  -- Cl. 3-AV-4, Downgraded to A2 from Aaa
  -- Cl. MF-1, Downgraded to Baa2 from Aa1
  -- Cl. MF-2, Downgraded to Ba2 from Aa2
  -- Cl. MF-3, Downgraded to B2 from A1
  -- Cl. MF-4, Downgraded to Caa2 from Baa1
  -- Cl. MF-5, Downgraded to C from Baa3
  -- Cl. MF-6, Downgraded to C from B1
  -- Cl. MF-7, Downgraded to C from B2
  -- Cl. MF-8, Downgraded to C from B3
  -- Cl. MV-1, Downgraded to Baa2 from Aa1
  -- Cl. MV-2, Downgraded to B2 from A2
  -- Cl. MV-3, Downgraded to Caa2 from Baa2
  -- Cl. MV-4, Downgraded to C from B1
  -- Cl. MV-5, Downgraded to C from B2
  -- Cl. MV-6, Downgraded to C from B3
  -- Cl. MV-7, Downgraded to C from Caa1
  -- Cl. MV-8, Downgraded to C from Caa2
  -- Cl. BF, Downgraded to C from Caa1
  -- Cl. BV, Downgraded to C from Caa3

Issuer: CWABS Asset-Backed Certificates Trust 2006-ABC1

  -- Cl. A-1, Downgraded to Aa2 from Aaa
  -- Cl. A-2, Downgraded to B3 from Aaa
  -- Cl. A-3, Downgraded to Caa1 from Aa3
  -- Cl. M-1, Downgraded to C from Ba3
  -- Cl. M-2, Downgraded to C from B2
  -- Cl. M-3, Downgraded to C from B3
  -- Cl. M-4, Downgraded to C from Caa1
  -- Cl. M-5, Downgraded to C from Caa2
  -- Cl. M-6, Downgraded to C from Caa3
  -- Cl. M-7, Downgraded to C from Ca

Issuer: CWABS Asset-Backed Certificates Trust 2006-BC1

  -- Cl. M-2, Downgraded to Baa1 from Aa2
  -- Cl. M-3, Downgraded to Ba1 from Aa3

Issuer: CWABS Asset-Backed Certificates Trust 2006-BC2

  -- Cl. 2-A-4, Downgraded to Aa1 from Aaa
  -- Cl. M-1, Downgraded to A3 from Aa1
  -- Cl. M-2, Downgraded to Ba1 from Aa2
  -- Cl. M-3, Downgraded to B2 from Aa3
  -- Cl. M-4, Downgraded to Caa2 from A2
  -- Cl. M-5, Downgraded to C from Baa3
  -- Cl. M-6, Downgraded to C from B2
  -- Cl. M-7, Downgraded to C from B3
  -- Cl. M-8, Downgraded to C from Caa2
  -- Cl. M-9, Downgraded to C from Caa3

Issuer: CWABS Asset-Backed Certificates Trust 2006-BC3

  -- Cl. 2-A-2, Downgraded to A3 from Aaa
  -- Cl. 2-A-3, Downgraded to Baa1 from Aaa
  -- Cl. M-1, Downgraded to Ba1 from Aa1
  -- Cl. M-2, Downgraded to B3 from Baa1
  -- Cl. M-3, Downgraded to Ca from Ba2
  -- Cl. M-4, Downgraded to C from B1
  -- Cl. M-5, Downgraded to C from B2
  -- Cl. M-6, Downgraded to C from B3
  -- Cl. M-7, Downgraded to C from Caa1
  -- Cl. M-8, Downgraded to C from Caa2
  -- Cl. M-9, Downgraded to C from Caa3

Issuer: CWABS Asset-Backed Certificates Trust 2006-BC4

  -- Cl. 1-A, Downgraded to Aa3 from Aaa
  -- Cl. 2-A-2, Downgraded to A3 from Aaa
  -- Cl. 2-A-3, Downgraded to Baa1 from Aa1
  -- Cl. M-1, Downgraded to Ba1 from Baa1
  -- Cl. M-2, Downgraded to B3 from B1
  -- Cl. M-3, Downgraded to Ca from B1
  -- Cl. M-4, Downgraded to C from B2
  -- Cl. M-5, Downgraded to C from B3
  -- Cl. M-6, Downgraded to C from Caa1
  -- Cl. M-7, Downgraded to C from Caa2
  -- Cl. M-8, Downgraded to C from Caa3
  -- Cl. M-9, Downgraded to C from Ca

Issuer: CWABS Asset-Backed Certificates Trust 2006-BC5

  -- Cl. 1-A, Downgraded to Ba3 from Baa1
  -- Cl. 2-A-3, Downgraded to B1 from A3
  -- Cl. 2-A-4, Downgraded to B2 from Baa3
  -- Cl. M-1, Downgraded to Ca from B1
  -- Cl. M-2, Downgraded to C from B2
  -- Cl. M-3, Downgraded to C from B3
  -- Cl. M-4, Downgraded to C from B3
  -- Cl. M-5, Downgraded to C from Caa1
  -- Cl. M-6, Downgraded to C from Caa2
  -- Cl. M-7, Downgraded to C from Caa3
  -- Cl. M-8, Downgraded to C from Ca

Issuer: CWABS Asset-Backed Certificates Trust 2007-1

  -- Cl. 1-A, Downgraded to A1 from Aa2
  -- Cl. 2-A-3, Downgraded to Baa1 from Aa1
  -- Cl. 2-A-4, Downgraded to Baa2 from Aa3
  -- Cl. M-1, Downgraded to Ba3 from Baa3
  -- Cl. M-2, Downgraded to Caa2 from B1
  -- Cl. M-3, Downgraded to C from B2
  -- Cl. M-4, Downgraded to C from B3
  -- Cl. M-5, Downgraded to C from B3
  -- Cl. M-6, Downgraded to C from Caa1
  -- Cl. M-7, Downgraded to C from Caa2
  -- Cl. M-8, Downgraded to C from Caa3
  -- Cl. M-9, Downgraded to C from Ca

Issuer: CWABS Asset-Backed Certificates Trust 2007-10

  -- Cl. 1-A-1, Downgraded to A1 from Aaa
  -- Cl. 1-A-2, Downgraded to Baa1 from Aaa
  -- Cl. 2-A-3, Downgraded to Baa3 from Aaa
  -- Cl. 2-A-4, Downgraded to Ba1 from Aaa
  -- Cl. 1-M-1, Downgraded to Caa1 from Baa1
  -- Cl. 2-M-1, Downgraded to Caa1 from Baa1
  -- Cl. 1-M-2, Downgraded to C from Ba2
  -- Cl. 2-M-2, Downgraded to C from Ba2
  -- Cl. 1-M-3, Downgraded to C from Ba3
  -- Cl. 2-M-3, Downgraded to C from Ba3
  -- Cl. M-4, Downgraded to C from B1
  -- Cl. M-5, Downgraded to C from B2
  -- Cl. M-6, Downgraded to C from B3
  -- Cl. M-7, Downgraded to C from B3
  -- Cl. M-8, Downgraded to C from Caa1
  -- Cl. M-9, Downgraded to C from Caa2
  -- Cl. B, Downgraded to C from Caa3

Issuer: CWABS Asset-Backed Certificates Trust 2007-11

  -- Cl. 1-A-1, Downgraded to A1 from Aaa
  -- Cl. 1-A-2, Downgraded to Baa2 from Aaa
  -- Cl. 2-A-3, Downgraded to Baa3 from Aaa
  -- Cl. 2-A-4, Downgraded to Ba1 from Aaa
  -- Cl. 1-M-1, Downgraded to B3 from Baa1
  -- Cl. 1-M-2, Downgraded to C from Ba2
  -- Cl. 1-M-3, Downgraded to C from Ba3
  -- Cl. 2-M-1, Downgraded to B3 from Baa1
  -- Cl. 2-M-2, Downgraded to C from Ba2
  -- Cl. 2-M-3, Downgraded to C from Ba3
  -- Cl. M-4, Downgraded to C from B1
  -- Cl. M-5, Downgraded to C from B2
  -- Cl. M-6, Downgraded to C from B3
  -- Cl. M-7, Downgraded to C from B3
  -- Cl. M-8, Downgraded to C from Caa1
  -- Cl. M-9, Downgraded to C from Caa2
  -- Cl. B, Downgraded to C from Caa3

Issuer: CWABS Asset-Backed Certificates Trust 2007-12

  -- Cl. 1-A-1, Downgraded to Aa3 from Aaa
  -- Cl. 1-A-2, Downgraded to A3 from Aaa
  -- Cl. 2-A-1, Confirmed at Aaa
  -- Cl. 2-A-2, Downgraded to Aa2 from Aaa
  -- Cl. 2-A-3, Downgraded to Baa1 from Aaa
  -- Cl. 2-A-4, Downgraded to Baa2 from Aaa
  -- Cl. 1-M-1, Downgraded to Ba1 from Aa1
  -- Cl. 1-M-2, Downgraded to Ba3 from Aa1
  -- Cl. 1-M-3, Downgraded to Caa2 from B1
  -- Cl. 2-M-1, Downgraded to Ba1 from Aa1
  -- Cl. 2-M-2, Downgraded to Ba3 from Aa1
  -- Cl. 2-M-3, Downgraded to Caa2 from B1
  -- Cl. M-4, Downgraded to Ca from B2
  -- Cl. M-5, Downgraded to C from B3

Issuer: CWABS Asset-Backed Certificates Trust 2007-13

  -- Cl. 1-A, Downgraded to Ba1 from Aaa
  -- Cl. 1-M-1, Downgraded to B1 from Aa1
  -- Cl. 1-M-2, Downgraded to Caa2 from B1
  -- Cl. 1-M-3, Downgraded to Ca from B2
  -- Cl. 1-M-4, Downgraded to C from B3
  -- Cl. 1-M-5, Downgraded to C from Ca
  -- Cl. 2-M-1, Downgraded to B1 from Aa1
  -- Cl. 2-M-2, Downgraded to Caa2 from B1
  -- Cl. 2-M-3, Downgraded to Ca from B2
  -- Cl. 2-M-4, Downgraded to C from B3
  -- Cl. 2-M-5, Downgraded to C from Ca

Issuer: CWABS Asset-Backed Certificates Trust 2007-2

  -- Cl. 1-A, Downgraded to A3 from Aa2
  -- Cl. 2-A-3, Downgraded to Baa1 from Aa1
  -- Cl. 2-A-4, Downgraded to Baa2 from Aa3
  -- Cl. M-1, Downgraded to Ba2 from Baa3
  -- Cl. M-2, Downgraded to Caa2 from B1
  -- Cl. M-3, Downgraded to C from B2
  -- Cl. M-4, Downgraded to C from B3
  -- Cl. M-5, Downgraded to C from Caa1
  -- Cl. M-6, Downgraded to C from Caa2
  -- Cl. M-7, Downgraded to C from Caa3
  -- Cl. M-8, Downgraded to C from Ca

Issuer: CWABS Asset-Backed Certificates Trust 2007-3

  -- Cl. 1-A, Downgraded to A3 from A2
  -- Cl. 2-A-2, Downgraded to A2 from Aa2
  -- Cl. 2-A-3, Downgraded to Ba1 from Baa1
  -- Cl. 2-A-4, Downgraded to Ba2 from Baa2
  -- Cl. M-2, Downgraded to C from B2
  -- Cl. M-3, Downgraded to C from B3
  -- Cl. M-4, Downgraded to C from Caa1
  -- Cl. M-5, Downgraded to C from Caa2
  -- Cl. M-6, Downgraded to C from Caa3
  -- Cl. M-7, Downgraded to C from Ca

Issuer: CWABS Asset-Backed Certificates Trust 2007-4

  -- Cl. A-4W, Currently Aaa, on review for possible downgrade

Financial Guarantor: Financial Security Assurance Inc. (Aaa), on
review for possible downgrade

  -- Underlying Rating: Aa1
  -- Cl. A-5, Downgraded to Aa3 from Aaa
  -- Cl. A-5W, Currently Aaa, on review for possible downgrade

Financial Guarantor: Financial Security Assurance Inc. (Aaa), on
review for possible downgrade

  -- Underlying Rating: Aa3
  -- Cl. A-6, Downgraded to Aa2 from Aaa
  -- Cl. A-6W, Currently Aaa, on review for possible downgrade

Financial Guarantor: Financial Security Assurance Inc. (Aaa), on
review for possible downgrade

  -- Underlying Rating: Aa2
  -- Cl. M-1, Downgraded to A2 from Aa1
  -- Cl. M-2, Downgraded to Baa2 from A2
  -- Cl. M-3, Downgraded to Baa3 from Baa1
  -- Cl. M-4, Downgraded to Ba2 from Baa3
  -- Cl. M-5, Downgraded to B2 from Ba3
  -- Cl. M-6, Downgraded to Caa2 from B1
  -- Cl. M-7, Downgraded to C from B2
  -- Cl. M-8, Downgraded to C from B3

Issuer: CWABS Asset-Backed Certificates Trust 2007-5

  -- Cl. 1-A, Downgraded to A2 from Aa2
  -- Cl. 2-A-2, Downgraded to A2 from Aaa
  -- Cl. 2-A-3, Downgraded to Baa2 from Aa1
  -- Cl. 2-A-4, Downgraded to Baa3 from Aa3
  -- Cl. M-1, Downgraded to B1 from Baa3
  -- Cl. M-2, Downgraded to Ca from B1
  -- Cl. M-3, Downgraded to C from B1
  -- Cl. M-4, Downgraded to C from B2
  -- Cl. M-5, Downgraded to C from B3
  -- Cl. M-6, Downgraded to C from Caa1
  -- Cl. M-7, Downgraded to C from Caa2
  -- Cl. M-8, Downgraded to C from Caa3

Issuer: CWABS Asset-Backed Certificates Trust 2007-6

  -- Cl. 1-A, Downgraded to A3 from Aa3
  -- Cl. 2-A-2, Downgraded to A2 from A1
  -- Cl. 2-A-3, Downgraded to Baa3 from A3
  -- Cl. 2-A-4, Downgraded to Ba1 from Baa1
  -- Cl. M-1, Downgraded to B2 from B1
  -- Cl. M-2, Downgraded to Ca from B2
  -- Cl. M-3, Downgraded to C from B3
  -- Cl. M-4, Downgraded to C from Caa1
  -- Cl. M-5, Downgraded to C from Caa2
  -- Cl. M-6, Downgraded to C from Caa3
  -- Cl. M-7, Downgraded to C from Ca

Issuer: CWABS Asset-Backed Certificates Trust 2007-7

  -- Cl. 2-A-2, Downgraded to Aa1 from Aaa
  -- Cl. 2-A-3, Downgraded to Ba2 from Aa1
  -- Cl. 2-A-4, Downgraded to Ba3 from Aa3
  -- Cl. A-1, Downgraded to Baa3 from Aa2
  -- Cl. M-1, Downgraded to Caa2 from Baa3
  -- Cl. M-2, Downgraded to C from B1
  -- Cl. M-3, Downgraded to C from B2
  -- Cl. M-4, Downgraded to C from B3
  -- Cl. M-5, Downgraded to C from B3
  -- Cl. M-6, Downgraded to C from Caa1
  -- Cl. M-7, Downgraded to C from Caa2
  -- Cl. M-8, Downgraded to C from Caa3
  -- Cl. M-9, Downgraded to C from Caa3

Issuer: CWABS Asset-Backed Certificates Trust 2007-8

  -- Cl. 1-A-1, Downgraded to Aa1 from Aaa
  -- Cl. 1-A-2, Downgraded to A2 from Aaa
  -- Cl. 2-A-3, Downgraded to A3 from Aaa
  -- Cl. 2-A-4, Downgraded to Baa1 from Aaa
  -- Cl. M-1, Downgraded to Ba3 from Baa1
  -- Cl. M-2, Downgraded to Caa2 from Ba3
  -- Cl. M-3, Downgraded to C from B1
  -- Cl. M-4, Downgraded to C from B2
  -- Cl. M-5, Downgraded to C from B3
  -- Cl. M-6, Downgraded to C from B3
  -- Cl. M-7, Downgraded to C from Caa1
  -- Cl. M-8, Downgraded to C from Caa2
  -- Cl. M-9, Downgraded to C from Caa3
  -- Cl. BF, Downgraded to C from Ca
  -- Cl. BV, Downgraded to C from Ca

Issuer: CWABS Asset-Backed Certificates Trust 2007-9

  -- Cl. 1A, Downgraded to Baa1 from A1
  -- Cl. 2A3, Downgraded to Baa3 from A1
  -- Cl. 2A4, Downgraded to Ba1 from A3
  -- Cl. M-1, Downgraded to Caa2 from Ba3
  -- Cl. M-2, Downgraded to C from B1
  -- Cl. M-3, Downgraded to C from B2
  -- Cl. M-4, Downgraded to C from B3
  -- Cl. M-5, Downgraded to C from B3
  -- Cl. M-6, Downgraded to C from Caa1
  -- Cl. M-7, Downgraded to C from Caa2
  -- Cl. M-8, Downgraded to C from Caa3
  -- Cl. M-9, Downgraded to C from Caa3
  -- Cl. B, Downgraded to C from Ca

Issuer: CWABS Asset-Backed Certificates Trust 2007-BC1

  -- Cl. 1-A, Downgraded to Ba1 from Aa3
  -- Cl. 2-A-4, Downgraded to B1 from A2
  -- Cl. 2-A-2, Downgraded to A2 from Aa1
  -- Cl. 2-A-3, Downgraded to Ba3 from Aa3
  -- Cl. M-1, Downgraded to Caa2 from Baa3
  -- Cl. M-2, Downgraded to C from B1
  -- Cl. M-3, Downgraded to C from B2
  -- Cl. M-4, Downgraded to C from B3
  -- Cl. M-5, Downgraded to C from Caa1
  -- Cl. M-6, Downgraded to C from Caa2
  -- Cl. M-7, Downgraded to C from Ca

Issuer: CWABS Asset-Backed Certificates Trust 2007-BC2

  -- Cl. 1-A, Downgraded to B3 from A2
  -- Cl. 2-A-3, Downgraded to B1 from Baa1
  -- Cl. 2-A-4, Downgraded to B2 from Baa2
  -- Cl. M-1, Downgraded to C from B1
  -- Cl. M-2, Downgraded to C from B1
  -- Cl. M-3, Downgraded to C from B2
  -- Cl. M-4, Downgraded to C from B3
  -- Cl. M-5, Downgraded to C from Caa1
  -- Cl. M-6, Downgraded to C from Caa2
  -- Cl. M-7, Downgraded to C from Caa3
  -- Cl. M-8, Downgraded to C from Ca
  -- Cl. M-9, Downgraded to C from Ca

Issuer: CWABS Asset-Backed Certificates Trust 2007-BC3

  -- Cl. 1-A, Downgraded to Baa3 from Baa2
  -- Cl. 2-A-3, Downgraded to B1 from Baa2
  -- Cl. 2-A-4, Downgraded to B2 from Baa3
  -- Cl. 2-A-2, Downgraded to Ba3 from Baa1
  -- Cl. M-1, Downgraded to Ca from B1
  -- Cl. M-2, Downgraded to C from B2
  -- Cl. M-3, Downgraded to C from B3
  -- Cl. M-4, Downgraded to C from B3
  -- Cl. M-5, Downgraded to C from Caa1
  -- Cl. M-6, Downgraded to C from Caa2
  -- Cl. M-7, Downgraded to C from Caa3
  -- Cl. M-8, Downgraded to C from Caa3
  -- Cl. M-9, Downgraded to C from Ca


DB ISLAMORADA: To Auction Assets; Concord Wilshire Offers $8MM
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Florida
granted DB Islamorada, LLC, permission to auction its assets.  The
Court approved the sale of the Debtor's assets to Concord
Wilshire Development, Inc., or its designee, or to the highest and
best bidder at an auction, free and clear of liens, claims, and
encumbrances.  Concord Wilshire has offered $8,000,000 for
substantially all of the Debtor's assets.  The Court approved the
procedures to govern the sale and the auction, including the terms
for submission of competing offers and auction procedures.

The Debtor filed for Chapter 11 protection on Nov. 29, 2007.  
After filing for Chapter 11 protection, the Debtor determined that
a reorganization would not be feasible and thus the Debtor
determined a liquidation or sale of its assets would be
necessary.

On July 30, 2007, the Court issued an order extending the Debtors'
exclusive periods to file a plan and solicit plan votes, giving
the Debtor time to negotiate and document a purchase and sale
contract for the Debtor's real and personal property.
                
The Debtor wants to sell its business and assets to Concord
Wilshire under the terms and conditions set forth in an Agreement
of Purchase and Sale, which has already been executed by the
parties.

                         Purchase Agreement

In August 2008, Concord Wilshire paid $500,000 to be held in trust
by Chicago Title Insurance Company, under the terms of the
Purchase Agreement.  The Deposit will be refunded if:

      (i) the Court does not approve the Purchase Agreement;

     (ii) the Court conducts an auction of the property and the
          property is sold to a party other than Concord
          Wilshire;

    (iii) the Court conducts an auction and Concord Wilshire is
          not selected as the successful bidder;

     (iv) the Debtor breaches the Purchase Agreement;

      (v) the conditions to Concord Wilshire's obligation to
          close are not satisfied or waived; or
                
     (vi) as otherwise set forth in the Purchase Agreement.

Under the Purchase Agreement, the sale will be free and clear of
liens, claims, and encumbrances.

If the Court approves (i) a sale of the Property pursuant to any
transaction involving the sale of the Property to a purchaser or
purchasers other than Concord Wilshire and the Competing
Transaction actually closes, or (ii) a plan of reorganization that
contemplates a Competing Transaction, that actually closes,
Concord Wilshire will be paid by the Debtor about $250,000 as a
break-up fee, provided Concord Wilshire has not breached the
Purchase Agreement and is otherwise ready and able to close.

The Purchase Agreement stipulates that the initial overbid must be
at least $300,000 higher than the Concord Wilshire's bid.  
Competing bidders must provide a deposit equal to the greater of
5% of the competing bid, and $500,000.  Concord Wilshire will get
a credit in bidding equal to the Break-Up Fee.

In the event that the closing fails to occur within the time
described in the Purchase Agreement for any reason:

      (i) the Debtor will have the right to grant an extension
          to the purchaser up 30 days, but not later than
          Dec. 15, 2008, to effect the closing, and

     (ii) the purchaser shall have the right, upon:

          (a) providing written notice to the Debtor and
          (b) depositing an additional $100,000 with Escrow
              Agent, which shall be added to and treated as a
              part of the deposit, no later than 5:00 p.m. on
              the date that closing is scheduled to occur as
              set forth in the Purchase Agreement, to extend
              the Closing Date for a period of not more than
              30 days, but not later than Dec. 15, 2008.

                       Auction Procedures
                  
To maximize the value received for the property, the property will
be offered at an auction to be conducted at the Sale Hearing, and
the competing bids will be submitted by bidders for the property.  
If any other interested party wants to submit a bid to purchase
the property, the party must do so pursuant to the terms and
conditions described in the Bidding Procedures.

                   Use of Proceeds From the Sale

The Debtors asked the Court to be allowed to use the proceeds from
the sale of the property to pay any super-priority administrative
expense claims resulting from post-petition loans authorized by
the Court pursuant to Section 364(c) of the Bankruptcy Code, the
Administrative Carve Out as defined in Post Petition Financing
Order of July 29, 2008, and
other creditors authorized by the Court at the sale hearing set
for Nov. 7, 2008, at 1:00 p.m., at 51 SW First Avenue, Room 1410,
Miami.  The remaining Sale Proceeds will be held in an interest
bearing account by counsel for Debtor pending further Court order.


DECODE GENETICS: Has Until October 30 to Comply with NASDAQ Rule
----------------------------------------------------------------
deCODE genetics, Inc. disclosed in a Securities and Exchange
Commission filing that on Sept. 30, 2008, it received a notice
from the Nasdaq Stock Market stating that for 10 consecutive
trading days the market value of deCODE's common stock had been
below $50 million, the minimum level required for continued
listing on The Nasdaq Global Market as set forth in Nasdaq
Marketplace Rule.

The notice further stated that deCODE also does not comply with an
alternative test set forth in Nasdaq Marketplace Rule, which
requires total assets and total revenue of $50 million each for
the most recently completed fiscal year or two of the last three
most recently completed fiscal years.

In accordance with Nasdaq Marketplace Rule, deCODE will be
provided a period of 30 calendar days, or until Oct. 30, 2008, to
regain compliance.  

If at any time before Oct. 30, 2008, the market value of deCODE's
common stock is $50 million or more for a minimum of 10
consecutive business days, the Nasdaq staff will determine if
deCODE complies with Marketplace Rule.

If deCODE has not regained compliance by Oct. 30, 2008, the Nasdaq
staff will issue a letter notifying deCODE that its common stock
will be delisted from The Nasdaq Global Market.  At that time,
deCODE may appeal the determination to a Nasdaq Listing
Qualifications Panel.  If deCODE cannot meet the requirements for
continued listing on The Nasdaq Global Market, it will consider
whether to apply to transfer its common stock to The Nasdaq
Capital Market.

                      About deCODE genetics

deCODE genetics Inc. (Nasdaq: DCGN) -- http://www.decode.com/--     
operates as a biopharmaceutical company that applies discoveries
in human genetics to develop drugs and diagnostics for common
diseases.  The company serves pharmaceutical companies,
biotechnology firms, pharmacogenomics companies, government
institutions, universities, and other research institutions
primarily in the United States, Europe, and internationally.  The
company was founded in 1996 and is headquartered in Reykjavik,
Iceland.

deCODE genetics Inc.'s consolidated balance sheet at June 30,
2008, showed $110.6 million in total assets and $297.2 million in
total liabilities, resulting in a $186.8 million total
stockholders' deficit.


DELPHI CORP: Might Regain Fraud Claim, Keeps Rights to Proceeds
---------------------------------------------------------------
Delphi Corp., in May 2008, sued Appaloosa Management, L.P., and
other parties in light of their refusal to comply with their prior
agreement to provide $2,550,000,000 in equity exit financing to
Delphi.

On June 10, after denying Delphi's request for an expedited
trial, the Court approved an agreed-upon case management plan,
which included dates for non-binding mediation in August 2008 and
a deadline of March 31, 2009 for the case to be trial-ready.

Appaloosa's termination of their Equity Purchase and Commitment
Agreement stalled the consummation of Delphi's Plan of
Reorganization, which was confirmed by the Court January 25,
2008, and kept Delphi in Chapter 11.

Delphi, on October 3, filed modifications to their Plan of
Reorganization, which would allow Delphi to exit Chapter 11
regardless of the outcome of their lawsuit for specific
performance by the Plan Investors.  The Modified Plan does not
require equity exit financing from the Plan Investors, and only
contemplates a $3.75 billion of funded emergence capital through
a combination of term bank debt and rights to purchase equity in
Reorganized Delphi.

In their Modified Plan, Delphi said that on August 5 and 6, 2008,
the parties to the lawsuit participated in confidential, non-
binding mediation with Eric D. Green, a mediator with Resolutions
LLC who had been jointly selected by the parties pursuant to the
case management order governing the litigation.
  
The Debtors added that they intend to retain this asset of the
estate and the proceeds of any settlement or judgment will be
retained by the Debtors.

The defendants to Delphi's $2.55-billion lawsuit are:

      - Appaloosa Management L.P.;
      - A-D Acquisition Holdings, LLC;    
      - Harbinger Del-Auto Investment Company, Ltd.;
      - Pardus DPH Holding LLC;
      - Merrill Lynch, Pierce, Fenner & Smith Incorporated;
      - Goldman Sachs & Co.;
      - Harbinger Capital Partners Master Fund I, Ltd.;
      - Pardus Special Opportunities Master Fund L.P.; and
      - UBS Securities LLC.

Delphi still insists that Appaloosa wrongfully terminated the
Investment Agreement and disputes the allegations that it  
breached the EPCA or failed to satisfy any condition to the
Investors' obligations thereunder as asserted by Appaloosa in its
April 4 letter.  It notes that on July 28:

   -- as to Appaloosa and ADAH, while the Court has dismissed one
      part of Delphi's claim for fraud, the Court sustained the
      claim for fraud, as well as the claims for breach of
      contract (including for specific performance, for damages
      in excess of the cap, and veil piercing) and for equitable
      subordination.

   -- As to Merrill Lynch, Goldman Sachs and UBS, the motions
      were granted to the extent of dismissing (i) that part of
      the breach of contract claim under the EPCA to the extent
      it seeks monetary damages in excess of the cap on liability
      in section 11(b) of the EPCA applicable to each such
      defendant, and (ii) the claim for equitable subordination
      and disallowance.  The Court thus sustained the breach-of-
      contract claim under the Investment Agreement, and left
      open the possibility that these defendants could be subject
      to a decree of specific performance.

   -- As to Harbinger and Pardus (and their affiliates, Harbinger
      Del-Auto and Pardus DPH), the Court dismissed that part of
      (i) the claim for breach of contract under the EPCA  to the
      extent it seeks monetary damages from Harbinger Del-Auto or
      Pardus DPH in excess of the cap on aggregate liability in
      section 11(b)  applicable to those defendants, (ii) the
      claim for breach of contract under the Commitment Letter       
      Agreements to the extent it seeks relief from Harbinger or
      Pardus other than monetary damages up to the amount of the
      cap on aggregate liability applicable to each such
      defendant as set forth in its respective Commitment Letter
      Agreement, and (iii) the claim for equitable subordination
      and disallowance.  Because Harbinger Del-Auto and Pardus
      DPH are shell companies, and because the Court ruled that
      Harbinger and Pardus are subject to monetary damages only
      under the Commitment Letters (and only up to the caps), the
      Court effectively foreclosed the possibility of specific
      performance as to these defendants in the full amounts of
      their original commitments.

The Plan Investors committed to these amounts under the EPCA:

                                         Commitment Amount
                                         -----------------
     A-D Acquisition Holdings               $1,076,394,180
     Harbinger Del-Auto                        397,225,891
     Pardus DPH Holding                        342,655,959
     Merrill Lynch                             166,866,749
     Goldman Sachs                             166,866,749
     UBS                                       166,866,749

The EPCA had provided that Delphi would be required to pay the
Plan Investors $83 million plus certain transaction expenses if
(a) the EPCA was terminated as a result of the company's agreeing
to pursue an alternative investment transaction with a third
party or (b) either the company's Board of Directors withdrew its
recommendation of the transaction or the Company willfully
breached the EPCA, and within the next 24 months thereafter, the
company then agreed to an alternative investment transaction.  

According to Reuters, Judge Drain said at a hearing on Oct. 8
that that he will reconsider Delphi's fraud claim against
Appaloosa that  he had earlier dismissed.  "It seems to me that I
was unclear in what aspects of the allegations needed to be dealt
with," Judge Drain said.  "I may well have been wrong."

Forbes reports that yesterday, lawyers for Appaloosa sought the
right to improve its position in the lawsuit, but in doing so the
hedge fund may have opened the door to wider charges.  "I have
real doubts whether I should have dismissed the fraud claims,
other than the claim of misrepresentation," Judge Drain said.

                       About Delphi Corp.

Based in Troy, Michigan, Delphi Corporation (PINKSHEETS: DPHIQ)
-- http://www.delphi.com/-- is the single supplier of vehicle
electronics, transportation components, integrated systems and
modules, and other electronic technology.  The company's
technology and products are present in more than 75 million
vehicles on the road worldwide.  Delphi has regional
headquarters in Japan, Brazil and France.

The company filed for Chapter 11 protection on Oct. 8, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-44481).  John Wm. Butler Jr.,
Esq., John K. Lyons, Esq., and Ron E. Meisler, Esq., at Skadden,
Arps, Slate, Meagher & Flom LLP, represent the Debtors in their
restructuring efforts.  Robert J. Rosenberg, Esq., Mitchell A.
Seider, Esq., and Mark A. Broude, Esq., at Latham & Watkins LLP,
represent the Official Committee of Unsecured Creditors.  As of
June 30, 2008, the Debtors' balance sheet showed US$9,162,000,000
in total assets and US$23,742,000,000 in total debts.

The Court approved Delphi's First Amended Joint Disclosure
Statement and related solicitation procedures for the
solicitation of votes on the First Amended Plan on Dec. 20,
2007.  The Court confirmed the Debtors' First Amended Plan on
Jan. 25, 2008.  The Plan has not been consummated after a group
led by Appaloosa Management, L.P., backed out from their
proposal to provide US$2,550,000,000 in equity financing to
Delphi.

(Delphi Bankruptcy News, Issue 147; Bankruptcy Creditors' Service
Inc., http://bankrupt.com/newsstand/or 215/945-7000)  


DELPHI CORP: Asks Court to Approve Revisions to Chapter 11 Plan
---------------------------------------------------------------
Delphi Corporation and its debtor-subsidiaries ask the U.S.
Bankruptcy Court for the Southern District of New York to approve
modifications to their Court-confirmed Joint Chapter 11 Plan of
Reorganization.

Delphi believes that the modifications to their Plan will allow
them to emerge from Chapter 11 and provide meaningful stakeholder
recoveries, despite the "very challenging macroeconomic climate"
and Appaloosa Management, L.P., and other parties' termination of
their agreement to provide $2,550,000,000 in exit equity
financing.

John Wm. Butler, Jr, Esq., at Skadden, Arps, Slate, Meagher &
Flom LLP, in Chicago, Illinois, relates that the Modified Plan
provides for these terms:

   _____________________________________________________________
             |  Confirmed Plan   |     Modified Plan
   __________|___________________|______________________________
   Plan      | Plan Investors'   | No Plan investors
   Investor  | commitment        |
             | to invest up to   |
             | $2.55 billion     |
   -------------------------------------------------------------
   Rights    | $1.75 billion     | $1.0 billion discount
   Offering  | rights offering   | rights offering       
   -------------------------------------------------------------
   Net       | $4.7 billion      | $2.75 billion
   Funded    |                   |
   Debt      |                   |
   -------------------------------------------------------------
   Revolver  | $1.4 billion      | Up to $1.2 billion
   -------------------------------------------------------------
   Total     | Agreed Plan       |
   Enterprise| value of $12.8    | $7.2 billion
   Value     | of $12.8 bill.    |
   -------------------------------------------------------------
   Section   | $1.5 billion      | The 414(l) transfer was
   414(l)    |                   | approved as part of the
   Transfer  |                   | Amended GSA, which became
             |                   | effective on Sept. 29, 2008
             |                   | and is no longer a  term of
             |                   | the Modified Plan. The
             |                   | transfer of approximately  
             |                   | $2.2 billion in net unfunded
             |                   | liabilities was effective on
             |                   | Sept. 29, 2008; the transfer
             |                   | of approx. $1 billion of
             |                   | additional net unfunded
             |                   | liabilities is to occur upon
             |                   | consummation of the Modified
             |                   | Plan.
   -------------------------------------------------------------
   GM        | $4.073 billion    | Approximately $2.095 billion
             | consisting of:    | consisting of:
             |                   |   
             | *$1.073-bill. in  | *an allowed admin. claim
             | junior preferred  | of $2.055 billion, which
             | securities        | will be satisfied with non-
             |                   | voting convertible preferred  
             | *$1.5 bill. of    | stock (subject to certain
             | which at least    | provisions under which value
             | $750 million will | may be allocated to       
             | be in Cash and    | unsubordinated gen. unsecured   
             | the remainder will| creditors)
             | be in second lien |
             | note w/ market    | *An allowed general unsecured
             | terms             | claim in the amount of     
             |                   | $2.5 billion, which will be
             | *1.5 billion (in  | subordinated to the claims of
             | connection with   | other unsecured creditors
             | the effectuation  | until such creditors achieve
             | of the 414(l)     | a 20% recovery
             | assumption        |
   -------------------------------------------------------------
   Unsecured | Par plus accrued  | *Approximately 38.8% recovery
   Creditors | recovery at plan  | for allowed general unsecured
             | value of $12.8-bil| claimholders
             | consisting of:    | (excluding TOPrS Claims):
             |                   |  
             | *78.6% in new     | *approx. 20% recovery in
             | common stock at   | the form of new common stock
             | plan equity value | at plan equity value
             |                   |
             | *21.4% through    | *18.8% through pro rata
             | pro rata          | participation in Discount
             | participation in  | Rights Offering at a 40%  
             | discount rights   | discount from plan equity
             | offering at a     | value
             | 35.6% discount    |
             | from plan equity  | *TOPrS Claims included in
             | value             | General Unsecured class
             |                   | with Senior Notes, trade
             | *TOPrS Claims     | claims, and SERP claims,
             | included in       | however, distributions on
             | General           | account of TOPrS Claims will
             | Unsecured class   | be reallocated and   
             | with Senior Notes | redistributed due to the
             | trade claims, and | contractual subordination
             | SERP claims       | provision of the indenture
             |                   | governing the TOPrS Claims    
   -------------------------------------------------------------
   Post      | Postpet. interest | No Postpetition Interest
   Petition  | be paid on certain|  
   Interest  | General Unsecured |
             | Claims            |
   -------------------------------------------------------------
   Equity    | Direct grant of   | Opportunity to participate in
             | new common stock  | Post-Emergence Rights
             | of $28 million and| Offering through which new
             | Warrants valued at| common stock will be offered
             | $321-mil. in the  | at a discount (valued at
             | aggregate, plus   | approximately $100 million),
             | the opportunity   | the proceeds of which will be
             | to participate in | used to redeem up to 25% of
             | a Par Value       | the preferred stock
             | Rights Offering   | issued to GM              
   -------------------------------------------------------------

A full-text copy of the amended Plan of Reorganization is
available for free at:

   http://bankrupt.com/misc/delphi_1stamended_reorg_plan.pdf

The Debtors have also modified their Court-approved Disclosure
Statement in light of the changes to the Plan.  A full-text copy
of the Disclosure Statement is available for free at:

The Court will convene a hearing regarding the Modifications and
other proposals by the Debtors on October 23, 2008 at 10:00 a.m.  
Objections are due October 16, 2008 at 4:00 p.m.

Based on the proposed time-line by the Debtors, the Court will
consider approval of the Modified Plan on Dec. 17, 2008.  
Objections to the Modified Plan are due Dec. 12.
                                             
                       Significant Progress
                    in 2006 Transformation Plan

Mr. Butler recounts that on March 31, 2006, Delphi announced its
five-point Transformation Plan.  According to him, Delphi has
made significant progress in achieving the objectives of its
Transformation Plan and is now poised to emerge from chapter 11:

  1. Labor: Modify the Company's labor agreements to create a
     competitive arena in which to conduct business

       Delphi has been able to significantly lower its hourly
       labor costs by entering into modified collective
       bargaining agreements with each of its Unions in 2007.  
       These agreements have already become effective both prior
       to and as a result of the consummation of amended Global
       Services Agreement and the Master Restructuring Agreement,
       between Delphi and General Motors Corp., and
       Implementation Agreements with the six North American
       unions have become effective.

  2. GM: Conclude negotiations with GM to finalize GM's financial
     support for certain of the Debtors' legacy and labor costs
     and ascertain GM's business commitment to the company

       Delphi has entered into comprehensive settlement and
       restructuring agreements with GM and the provisions of
       these agreements became effective on September 29, 2008.  
       Under the Amended GSA and Amended MRA, GM agreed to
       contribute additional value to the Debtors with fewer
       termination rights and conditionality provisions.  The net
       contributions provided to the Debtors from GM under the
       Amended GSA and Amended MRA increased from $6.0 billion
       under the Settlement Agreement and Restructuring Agreement
       to approximately $10.6 billion under the Amended GSA and
       Amended MRA.

  3. Product Portfolio and Manufacturing Footprint: Streamline
     the company's product portfolio to capitalize on world-
     class technology and market strengths and make the necessary
     manufacturing alignment with its new focus

       Delphi has also been successful in streamlining its
       product portfolio, aligning its manufacturing capabilities
       to focus on its market strengths, and developing "Safe,
       Green, & Connected" products.

       The Debtors have sold or wound down non-core product lines
       and manufacturing sites identified in March 2006 and are
       continuing their efforts to sell certain other non-core
       product lines.  For example, during the first six months
       of 2008 alone, Delphi obtained Court approval of bidding
       procedures and sales agreements for the steering and
       halfshaft product line and closed on the sales of the
       interiors and closures product line, the North American
       brake components machining and assembly assets, and the
       global bearings business.  Additionally, under an order
       providing Delphi with authority to sell certain assets
       that do not exceed $10 million without further Court
       approval, Delphi entered into an agreement to sell its
       power products business.

  4. Cost Structure: Transform the company's salaried workforce
     and reduce general and administrative expenses to ensure
     that the Company's organizational and cost structure is
     competitive and aligned with its product portfolio and
     manufacturing footprint

       Delphi has implemented and is continuing to implement
       restructuring initiatives in furtherance of the
       transformation of its salaried workforce to reduce
       selling, general and administrative expenses to support
       its realigned portfolio.  These initiatives include
       financial services, information technology and certain
       sales administration outsourcing activities, reduction of
       its global salaried workforce by taking advantage of
       attrition and using salaried separation plans, and
       realignment of certain salaried benefit programs to bring
       them in line with more competitive industry levels.  
       Although there is an investment required to implement        
       these initiatives, Delphi expects to realize substantial
       savings in 2009 and beyond.

  5. Pension: Devise a workable solution to the Company's
     pension funding situation.

       Delphi has substantially achieved its pension funding
       strategy objectives for hourly employees through the
       transaction under the Internal Revenue Code of 1986,
       Section 414(l), and Section 208 of the Employee Retirement
       Income Security Act of 1974, as amended, 29 U.S.C.
       Sections 1001-1461.  With respect to its salaried
       employees, Delphi froze the salaried pension plan and
       implemented replacement plans that will be more cost-
       effective for the remainder of their chapter 11 cases and
       after emergence from chapter 11.

Mr. Butler relates that the differences between the business
operation of Delphi from the time of its chapter 11 filing in
2005, its present state of transformation in mid-2008, and its
expected 2009 state on a post-emergence basis, are striking:

                          Pre-         Current         Post-
                     Transformation    Progress    Transformation
                     --------------    --------    --------------
Year                    2005       June YTD 2008  2009 RPOR 8/08
Product Line
  Businesses             27              21              16
U.S. Plants             372              14               8
U.S. Hourly
  Cost / Hour           $73 / hour   > $40 / hour   ~ $27 / hour
Manufacturing %
  of Revenue            30%              25%             19%
U.S. Hourly
  Employment           32,869          10,665          < 5,000

U.S. Salaried
  Employment           14,542          10,243          < 7,700
SG&A Expense          $1.64 B         $0.70 B          $1.07 B
Number of Suppliers   > 5,000         ~ 3,200          ~ 2,700
Capital Investment     $1.1 B          $0.7 B          $0.5 B
GMNA % of Revenue        40%            22%              18%
Non-GM % of Revenue      52%            67%              74%
Non-N.A. % of Revenue    32%            56%              61%

                     Reaffirmed Business Plan

When the closing on the Confirmed Plan was suspended on April 4,
2008, as part of Delphi's consideration of potential
modifications to its Confirmed Plan to enable it to emerge from
chapter 11 as soon as practicable, Delphi undertook a
reaffirmation process with respect to the business plan to the
December 2007 Disclosure Statement.  That reaffirmation process
involved review and reaffirmation of the budget business plan.

According to Mr. Butler, the Debtors were able to substantially
accomplish two of their transformation goals of finalizing GM's
support for Delphi's business and finding a workable solution to
pension related issues. The implementation of the Amended MRA,
along with the completion of the first step of the 414(l)
Transfer, has allowed Delphi to move forward with a reaffirmed
business plan for 2008-2011.  The reaffirmed POR business plan
for 2008-2011 is attached to the Modified Disclosure Statement as
Appendix C and is hereinafter referred to as the "RPOR."

Among other changes, the RPOR includes revised actual and
expected volumes for the North American automotive market,
significant increases in commodities costs that are used as raw
materials in certain of Delphi's products, and changes in the
underfunded status of its pension plans as a result of negative
plan asset returns.  The RPOR also reflects actual financial
results for the first half of 2008, updated foreign exchange
rates over the RPOR period, and other specific operational
adjustments with respect to particular customer program volumes
and timing, including the modifications embodied in the Amended
GSA and Amended MRA.

The RPOR projects 2008 EBITDARP at approximately $0.58 billion
improving to $1.74 billion in 2009.  The main contributors of
this improvement are: (a) the reduction of traditional hourly
U.S. OPEB expense (substantially all of which has been assumed by
GM), (b) GM labor subsidy and keep site facilitation support, (c)
structural cost improvements in the areas of manufacturing,
engineering and SG&A, and (d) increased profit related to new
business wins outside of GM North America.  Material cost
improvements are also anticipated in the RPOR, partially offset
by anticipated year-over-year customer price reductions.

Cash flow from operating activities is projected to increase from
an inflow of $0.5 billion in 2008 to an inflow of $1.3 billion in
2011.  Significant sources and uses of cash from operations
include:

    -- EBITDARPO improves from $1.0 billion in 2008 to $2.2
       billion in 2011;

    -- Global restructuring cash outflows of approximately
       $0.3 billion, $0.5 billion, $0.2 billion and $0.2 billion
       in 2008, 2009, 2010, and 2011 respectively;

    -- Projected net working capital monetization proceeds
       associated with the exit from certain Non-Continuing
       Businesses; and,

    -- Net Payments from GM of $1.7 billion in 2008 resulting
       from the implementation of the Amended MRA and Amended GSA
       (including $1.0 billion referred to above in global
       restructuring cash).

Improved operating cash flows are generally the result of the
implementation of the Debtors' Transformation Plan, including
product portfolio rationalization and migration, SG&A cost
reduction initiatives, reduction in personnel costs as a result
of negotiations with labor groups, the freezing of U.S. legacy
defined benefit pension plans, and agreement with GM regarding
future business commitments and financial support for certain
legacy costs, including hourly OPEB.

                 Valuation of Reorganized Delphi

Since the confirmation of the Plan on January 25, 2008, and the
Debtors' delayed emergence from chapter 11 due to the Appaloosa,
et al.'s breach of the Investment Agreement, Rothschild, Inc.,
has undertaken an updated valuation of the Reorganized Debtors as
a going concern.  Based on many factors, including the RPOR
projections and macroeconomic factors affecting the auto industry
as a whole such as the current capital market conditions,
weakened automotive outlook, and declining public trading
multiples, the estimated total enterprise value of Reorganized
Delphi ranges from $6.3 billion to $8.0 billion, with a midpoint
of approximately $7.2 billion.  The Debtors believe that the
recoveries provided by the Modified Plan will be at least as much
as those realized through any other scenario or other feasible
alternative available to the Debtors.

                        $3.75 Billion in
                  Exit Loans and Rights Offering

Delphi anticipates raising approximately $3,750,000,000 of funded
emergence capital through a combination of term bank debt and
rights to purchase equity in Reorganized Delphi.  Delphi expects
to raise at least $2,750,000,000 in funded first and second lien
debt plus an unfunded asset-backed revolving credit facility of
up to $1,200,000,000.  Delphi anticipates raising the remaining
funded emergence capital through a combination of a Discount
Rights Offering with a backstop and a direct subscription for New
Common Stock in Reorganized Delphi.

The Debtors expect the principal sources of emergence capital to
be their existing creditors and stakeholders.  

For GM to achieve the $2,055,000,000 recovery required under the
Amended GSA, and for the holders of unsubordinated General
Unsecured Claims to receive at least 20% in direct recoveries in
the form of New Common Stock, Delphi will be required to achieve
its projected $3.75 billion in funded emergence capital,
including completing the Discount Rights Offering at a discount
not to exceed 40% on a fully diluted basis of Plan Equity Value.  
In the event that these metrics are not achieved, the Debtors
would be required to procure GM's consent pursuant to the Amended
GSA with respect to any modified recovery and the minimum
recovery to holders of unsubordinated General Unsecured Claims
would be proportionally reduced.

The Second Amended and Restated Credit Agreement, (which consists
of a $1.1 billion Tranche A DIP Revolver, a $500 million Tranche
B DIP Term Loan and a $2.754 billion Tranche C DIP Term Loan)
currently matures on December 31, 2008.  The Debtors anticipate
seeking an extension of the December 31, 2008 maturity date.

              Delphi's Exclusive Right to File Plan

Section 14.3 of the Confirmed Plan, to which no party objected
and which was approved by a substantial majority of creditors who
voted on the Confirmed Plan, remains in effect and provides that
only the Debtors may seek modifications of the Confirmed Plan
pursuant to section 1127(b) of the Bankruptcy Code, Mr. Butler
relates.

The Debtors' exclusive right to file a plan, solely as between
the Debtors and the Statutory Committees, has been
extended through and including October 31, 2008 and the right to
solicit a plan, solely as between the Debtors and the Statutory
Committees, through and including December 31, 2008.  The Debtors
are seeking further extensions of the Exclusive Periods to
March 31, 2009 and January 31, 2009, respectively.  Neither of
the Statutory Committees objects to the extension, Mr. Butler
tells the Court.

Because the Debtors have the exclusive right to propose
modifications to the Confirmed Plan or file and solicit a new
plan, the Debtors have taken into consideration all of the
factors, including the additional Transformation Plan-related
accomplishments, the RPOR, and the Reorganized Debtors' projected
capital structure, and are proposing the modifications to the
Confirmed Plan for approval by the Court.

Mr. Butler relates that since the Court approved the Confirmed
Plan, a number of events have occurred as Delphi has continued to
transform its business despite a profound economic downturn in
the automotive industry and turbulent capital markets.  As a
result of these exceptional efforts, the Debtors are now able to
propose a Modified Plan that the Debtors believe should allow
them to successfully emerge from Chapter 11.

                Add'l Provisions in Modified Plan

1. Search Committee

   A four-member Search Committee will be appointed consisting of
   a current member of the board of directors of Delphi, two
   representatives of the Creditors' Committee, consisting of the
   Chairman of the Creditors' Committee and one other member of
   the Creditors Committee, and one representative of the Equity
   Committee.  The Search Committee will appoint nine members of
   the board of directors of Reorganized Delphi, one of whom will
   be the CEO, at least two of whom will be current independent
   directors of Delphi's board, and one of whom will be the lead
   independent director and non-executive chairman.  Each member
   of the Search Committee will be entitled to require the Search
   Committee to interview any person to serve as a director
   unless the proposed candidate is rejected by the majority of
   the members of the Search Committee.  Each director so
   selected will be appointed to the initial board of directors
   of Reorganized Delphi unless at least a majority of the Search
   Committee objects to the appointment of the individual.    

2. SERP Claims

   All persons holding or wishing to assert Claims solely on the
   basis of pension or other post-employment benefits arising out   
   of the Supplemental Executive Retirement Plan, and whose SERP
   Claims vest prior to the Effective Date, must file with the
   Bankruptcy Court and serve upon the Debtors a separate,
   completed and executed proof of claim no later than 30 days
   after the Effective Date provided, that to the extent that a
   SERP claim has already been Scheduled as non disputed and non-
   contingent, and in a liquidated amount.

   In accordance with the Order Authorizing Modification of
   Benefits Under Hourly and Salaried Pension Programs and
   Modifications of Applicable Union Agreements in Connection
   Therewith, entered on September 23, 2008, on the Effective
   Date, the Amended SERP and Amended Salaried Retirement
   Equalization Savings Program  will be vested and payable in
   accordance with the terms of the order and the related non-
   qualified pension plans.

3. The GM Settlement

   In the event there are any conflicts between the terms and
   provisions of the Plan, Confirmation Order, or modification
   Approval Order, and as each may be amended , and the terms and
   provisions of the Delphi-General Motors Corp. Global
   Settlement Agreement and Delphi-GM Master Restructuring
   Agreement, the terms of the Delphi-GM Global Settlement
   Agreement and Delphi-GM Master Restructuring Agreement will
   govern.

4. The GM Administrative Claim Reserve

   On the Effective Date, if all conditions for the receipt by GM
   of the new Preferred Stock described in Section 4.04(c) of the
   Delphi-GM Global Settlement Agreement are satisfied, GM has
   consented to the receipt of New Preferred Stock with a stated
   value of less than $2,055,000,000, and the aggregate value,
   based on Plan Equity value, of the General Unsecured
   Claimholder shares is less than 20% of the aggregate amount of
   the Face Amount of General Unsecured Claims, then the
   Reorganized Debtors will withhold in the GM Administrative
   Claim Reserve an amount of New Preferred Stock, based on Plan
   Equity Value.

   A full-text copy of the Delphi-GM Global Services Agreement
   and Delphi-GM Master Restructuring Agreement is available for
   free at
   http://bankrupt.com/misc/delphi_gm_amended_gsa_mra.pdf
  
5. Material Supply Agreements

   The provisions of each Material Supply Agreement to be assumed
   under this Plan which are or may be in default will be
   satisfied solely by Cure.  For the avoidance of any doubt, any
   monetary amounts by which each Material Supply Agreement to be    
   assumed pursuant to this plan is in default will be satisfied
   by Cure as required by Section 365(b)(1) of the Bankruptcy
   Code and will be paid to the non-Debtor counterparty to the
   Material Supply Agreement.

   If the Cure Proposal was timely filed and not disputed, the    
   Debtors will pay the Cure proposal, if any, to the
   counterparty as soon as reasonably practicable following the
   Effective Date.

6. Summary of Claims Under Modified Plan

                                      Estimated
                                        Amount
    Class Type                         of Claims    Recovery
    ----- ----                         ---------    --------
     N/A  DIP Claims                 $3,714 bill.      100%

     N/A  Admin Claims
          (other than GM Claims)     $17-18 mill.      100%

     N/A  GM. Admin. Claim                 --       $2.055 bill.
                                                       Claim
                                                  (settlement)

     A.  Secured Claims              $7.5 mill.-       100%
                                       $8.5 mill.

     B.  Flow-Through Claims               --       Unimpaired

     C.  Gen. Unsecured Claims       $3.4 bill.-        38%
                                      3.45 bill.      

     D.  GM Unsecured Claim                --         $2.5 bill.
                                                       Claim
                                                   (settlement)

     E.  Sec. 510(b) Note Claims           --      $179 mill.
                                                       Claim
                                                   (settlement)
      
     F.  Intercompany Claims               N/A          N/A

     G.  All Existing Stock                N/A       $108 mill.
         Sec. 510(b) Equity Claims

     H.  Sec. 510(b) ERISA Claims          N/A      $24.5 mill.
                                                      Claim
                                                   (settlement)

     I.  Other Interests in Delphi         N/A            0%
      
     J.  Interests in Affiliate Debtors    N/A          N/A

7. Disclosure on Fees

   The fees approved by the Court through September 30, 2007 for
   the Debtors', Creditors Committee's, and Equity Committee's
   professionals, and estimated fees and expenses for the seventh
   interim fee application period (October 1, 2007 through
   January 25, 2008) are as follows:

         Period                    Fees           Expenses
         ------                    ----           --------
    10/8/2005 -- 1/31/2006      $40,116,406     $2,295,873
     2/1/2006 -- 5/31/2006      $56,680,150     $4,081,250
     6/1/2006 -- 9/30/2006      $49,362,582     $4,307,390
    10/1/2006 -- 1/31/2007      $49,295,947     $3,358,907
     2/1/2007 -- 5/31/2007      $62,762,634     $4,479,310
     6/1/2007 -- 9/30/2007      $45,342,099     $3,302,078
    10/1/2007 -- 1/25/2008      $52,605,998     $4,021,795

                          *     *     *

Prior to Delphi's filing of its amended plan on Oct. 3, Robert S.
Miller, Delphi's executive chairman, told the Detroit Free Press
that the company needs $3,500,000,000 to $4,000,000,000 to emerge
from bankruptcy protection.  The Free Press notes that the
capital requirement is significantly less than the $6.1 billion
Delphi had sought earlier this year.

According to the Free Press, Miller said during the Automotive
Supplier Finance Summit at the Marriott in Troy the auto
supplier, which has been restructuring in bankruptcy for nearly
three years, is going to its current investors to refinance its
existing bankruptcy loans as well third parties for new money.
The Modified Plan, however, excluded Appaloosa Management, L.P.,
and other investors who previously backed out from their
commitment to invest $2,550,000,000 in equity from Delphi.

                       About Delphi Corp.

Based in Troy, Michigan, Delphi Corporation (PINKSHEETS: DPHIQ)
-- http://www.delphi.com/-- is the single supplier of vehicle
electronics, transportation components, integrated systems and
modules, and other electronic technology.  The company's
technology and products are present in more than 75 million
vehicles on the road worldwide.  Delphi has regional
headquarters in Japan, Brazil and France.

The company filed for Chapter 11 protection on Oct. 8, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-44481).  John Wm. Butler Jr.,
Esq., John K. Lyons, Esq., and Ron E. Meisler, Esq., at Skadden,
Arps, Slate, Meagher & Flom LLP, represent the Debtors in their
restructuring efforts.  Robert J. Rosenberg, Esq., Mitchell A.
Seider, Esq., and Mark A. Broude, Esq., at Latham & Watkins LLP,
represent the Official Committee of Unsecured Creditors.  As of
June 30, 2008, the Debtors' balance sheet showed US$9,162,000,000
in total assets and US$23,742,000,000 in total debts.

The Court approved Delphi's First Amended Joint Disclosure
Statement and related solicitation procedures for the
solicitation of votes on the First Amended Plan on Dec. 20,
2007.  The Court confirmed the Debtors' First Amended Plan on
Jan. 25, 2008.  The Plan has not been consummated after a group
led by Appaloosa Management, L.P., backed out from their
proposal to provide US$2,550,000,000 in equity financing to
Delphi.

(Delphi Bankruptcy News, Issue 147; Bankruptcy Creditors' Service
Inc., http://bankrupt.com/newsstand/or 215/945-7000)  


DELTEK INC: Garland Hall Has Options to Buy Common Stock
--------------------------------------------------------
Garland Hall, Deltek, Inc.'s Senior Vice President for Global
Development, disclosed in a Securities and Exchange Commission
filing that he has employee stock options to buy 100,000 shares
of the company's common stock at exercise price of $6.17 until
Sept. 30, 2018.

The number of shares of common stock, par value $0.001 per share
and Class A common stock, par value $0.001, of the registrant
outstanding as of Aug. 11, 2008 was 43,108,349 and 100,
respectively.

Headquartered in Herndon, Virginia, Deltek, Inc. --
http://www.deltek.com/--provides  enterprise applications  
software and related services designed specifically for project-
focused organizations. Project-focused organizations generate
revenue from defined, discrete, customer-specific engagements or
activities.  

Deltek's balance sheet as of June 30, 2008, showed $181.3 million
in total assets, $253.6 million in total liabilities, resulting to
$72.3 million in shareholders' deficit.


DIABLO GRANDE: Closes $20MM Calif. Asset Sale to World Internat'l
-----------------------------------------------------------------
Diablo Grande LP has sold its California country club and housing
development to World International LLC for $20 million, Jane
Bradley, The Scotsman (Scotland) reports.  The sale closed Oct. 7  
after delays brought about by issues over the water supply to the
site.

According to the report, HBOS will recoup around $16 million.  The
company reportedly received $21 million in financial backing from
HBOS, the report says.  

Diablo Grande had wanted to sell the property for $26 million so
it could pay off all of its creditors, the report relates.  Donald
Panoz, the president of Diablo Grande LP's general partner, Diablo
Grande Inc., launched the project over 20 years ago, but began
development only in 2003, the report says.

According to the report, development plans for the property failed
due to "a string of setbacks involving the water supply, while the
plummeting value of the development's property assets plunged the
scheme into financial difficulties".

Diablo Grande LP is the owner of a 33,000-acre housing and golf
resort development in Patterson, California.  Diablo Grande LP's
general partner is Diablo Grande Inc.  The company filed for
chapter 11 protection on March 10, 2008 (Bankr. E.D. Calif. Case
No. 08-90365).  Judge Robert S. Bardwil presides over the case.
Ori Katz, Esq., and Michael H. Ahrens, Esq., at Sheppard Mullin
Richter & Hampton LLP, represent the Debtor in its restructuring
efforts.  When the Debtor filed for bankruptcy, it listed assets
of between $50 million and $100 million, and debts of between $50
million and $100 million.


DRYDEN V-LEVERAGED: S&P Affirms 'BB' Rating on Class E Notes
------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its rating on the
class E notes issued by Dryden V-Leveraged Loan CDO 2003, an
arbitrage high-yield collateralized loan obligation, and removed
it from CreditWatch with negative implications, where it was
placed on Aug. 27, 2008.  At the same time, S&P affirmed its
ratings on the class A, B, C, and D notes from this transaction.

Standard & Poor's reviewed the results of current cash flow runs
generated for Dryden V-Leveraged Loan CDO 2003 to determine the
level of future defaults the rated classes can withstand under
various stressed default timing and interest rate scenarios while
still paying all of the interest and principal due on the notes.  
S&P found that the class E notes and the other outstanding classes
had sufficient credit enhancement available at the current rating
levels.
   
      Rating Affirmed and Removed from Creditwatch Negative
   
Dryden V-Leveraged Loan CDO 2003

                 Rating
                 ------
Class      To             From           Balance (mil. $)
-----      --             ----           ----------------
E          BB             BB/Watch Neg        8.50

                         Ratings Affirmed
   
Dryden V-Leveraged Loan CDO 2003

Class      Rating          Balance (mil. $)
-----      ------          ----------------
A          AAA                 232.15
B-1        AA                   17.00
B-2        AA                   10.00
C-1        A                     9.00
C-2        A                     6.50
D-1        BBB                   7.50
D-2        BBB                   5.00
D-3        BBB                   4.50



DULUTH ECONOMIC: S&P Cuts 2002 Hospital Revenue Bonds to 'BB-'
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on Duluth
Economic Development Authority, Minnesota's series 2002 hospital
revenue bonds, issued for St. Luke's Hospital of Duluth, one notch
to 'BB-' from 'BB' based on the hospital's weakened operational
liquidity and increased dependence on an annually renewed line of
credit, coupled with a historically volatile financial performance
that has generated a loss in the interim year 2008, reflecting an
increased concern for the credit.  The outlook is negative.

More specifically, the downgrade and negative outlook reflect the
hospital's very light operational liquidity of 23 days' cash on
hand as of year-end 2007 and 14 days as of June 30, 2008,
excluding its line of credit -- St. Luke's relies on an annually
renewed $25 million line of credit with U.S. Bank that has
increased year over year for the past few years to meet its year-
end days' cash on hand covenant of 40 and provide working capital
through the year; history of fluctuating operating income with a
weak, though still positive, $500,000 in operating performance in
fiscal 2007 but a $2.6 million loss through the second quarter of
fiscal 2008; and moderately high leverage ratio of 59% with a
cash-to-long-term-debt ratio of 35% at fiscal year-end 2007.

Factors supporting the 'BB-' rating include the hospital's maximum
annual debt service coverage of more than 2x since 2005 with a
$1 million decline of the maximum annual debt service amount in
2009, though the current interim period is below 2x; and
increasing market share -- The competitor hospital, however, is
still Duluth's dominant health care provider.

"We believe unrestricted cash and the overall balance sheet,
supported by growing lines of credit, remain weak for the rating
level," said Standard & Poor's credit analyst Suzie Desai.  
"Further deterioration of the balance sheet or continued weak
operations could result in additional rating pressure."

The rating also reflects competition from Duluth's other health
care provider; below-average wealth levels; and the cyclical
nature of leading area industries such as wood, grain products,
shipping, and mining.

The rating action affects roughly $50.5 million of debt
outstanding.


EATON VANCE: S&P Downgrades Ratings to Low-B & Keeps Neg. Watch
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on Eaton
Vance Variable Leverage Fund Ltd.  The ratings remain on
CreditWatch negative, where they were placed March 12, 2008.

These rating actions follow EVVLF's failure of a market value-
related test and other enforcement triggers.  EVVLF is a market
value corporate loan-based structured investment vehicle.

The lowered ratings reflect S&P's view regarding the uncertainty
of EVVLF's ability to bring the tests and rating triggers back
into compliance during the cure period.  If EVVLF doesn't cure the
test breaches and rating triggers within the cure period provided
under the documents, S&P believes EVVLF would enter enforcement
mode.  If EVVLF enters enforcement mode, it may further lower its
issuer credit rating and S&P's ratings on the MTNs.  The magnitude
of those actions would likely reflect information that S&P expects
to receive with regard to:

     -- Asset sales prices;

     -- Whether Deutsche Bank Trust Co. Americas, the security
        trustee, intends to proceed with sales;

     -- Whether Deutsche Bank Trust Co. Americas intends to
        proceed with an interest coupon payment that falls within
        the enforcement liquidation horizon; and

     -- Whether the sole senior investor elects to direct the
        security trustee to suspend asset sales.

In order for EVVLF to avoid enforcement, S&P believes these events
must occur:

     -- EVVLF cures Moody's Investors Service's market value
        tests;

     -- EVVLF cures Standard & Poor's market value tests;

     -- Moody's Investors Service raises its ratings to levels
        above the enforcement trigger level provided in the
        documents; and

     -- Standard & Poor's raises its ratings to levels above the
        enforcement trigger level provided in the documents (that
        is, to an 'A' rating) due to EVVLF's improved capital
        level.

S&P will resolve the CreditWatch status within a few weeks.  If
S&P learns that EVVLF is not going to pay its next coupon, it will
take rating action on EVVLF.

As of Oct.7, 2008, EVVLF's total portfolio value was
$540.3 million and the notional amount of its total senior
liabilities was $455.9 million.  EVVLF's net portfolio value was
$84.4 million.  This leaves approximately 15%
overcollateralization if calculated on a mark-to-market basis for
the assets against par of the MTN liabilities issued by EVVLF.

At this time, there is no commercial paper or short-maturity MTNs
outstanding.  S&P expects to withdraw its rating on EVVLF's CP and
its short-term ratings on the MTNs when it next updates its view
on EVVLF.

S&P will continue to monitor EVVLF and update its opinion on the
vehicle as it learns more from EVVLF.
  
       Ratings Lowered and Remaining on Creditwatch Negative
               Eaton Vance Variable Leverage Fund Ltd.
                                  
   Issue                                 Rating
   -----                                 ------
                                To                  From
                                --                  ----
   Issuer credit rating     BB+/Watch Neg       AAA/Watch Neg
   CP issues                B/Watch Neg         A-1+/Watch Neg
   MTN issues               BB+/Watch Neg/B     AAA/Watch Neg/A-1+


ELGIN CREEKSIDE: Case Summary & Three Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Elgin Creekside, LLC
        3101 Welton Cliff
        Cedar Park, TX 78613

Bankruptcy Case No.: 08-11915

Type of Business: The Debtor owns single asset real estate.

Chapter 11 Petition Date: October 6, 2008

Court: Western District of Texas (Austin)

Debtor's Counsel: Mark Curtis Taylor, Esq.
                  Hohmann & Taube LLP
                  markt@hts-law.com
                  100 Congress Avenue, Suite 1800
                  Austin, TX 78701
                  Tel: (512) 472-5997

Estimated Assets: $1 million to $10 million

Estimated Debts:  $1 million to $10 million

Debtor's list of its Three Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Loomis Partners, Inc.            Engineering             $9,460
Attn: Amy Cantu
3101 Bee cave Road #100
Austin, Texas 78746

Clark, Thomas and Winters, PC    Legal                     $878
Attn: Kimberly Buck
P.O. Box 1148
Austin, Texas 78767

D.B. Consulting, Inc.            Accounting                 $30
Attn: Chris Brown
715 Discover Boulevard, #201
Cedar Park, Texas 78613


ELITE LANDINGS: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Elite Landings, LLC
        4400 Baker Road
        Minnetonka, MN 55343

Bankruptcy Case No.: 08-45210

Type of Business: The Debtor offers aviation services.

Chapter 11 Petition Date: October 9, 2008

Court: District of Minnesota (Minneapolis)

Judge: Robert J. Kressel

Debtor's Counsel: Brian P. Hall, Esq.
                  bhall@sgrlaw.com
                  Smith, Gambrell & Russell, LLP
                  1230 Peachtree Street, N.E.
                  Promenade II, Suite 3100
                  Atlanta, GA 30309
                  Tel: (404) 815-3500
                  
                      -- and --

                  Brian F. Leonard, Esq.
                  bleonard@losgs.com
                  Matthew R. Burton, Esq.
                  mburton@losgs.com
                  Leonard O'Brien, et al.
                  100 S. 5th St., Suite 2500
                  Minneapolis, MN 55402
                  Tel: (612) 332-1030
                  Fax: (612) 332-2740

Estimated Assets: $10 million to $50 million

Estimated Debts: $10 million to $50 million

The Debtor does not have creditors who are not insiders.


EL-MARK PROPERTIES: Case Summary & Largest Unsecured Creditor
-------------------------------------------------------------
Debtor: El-Mark Properties Inc
        4060 Post Road
        Winston, GA 30187

Bankruptcy Case No.: 08-79910

Type of Business: See http://elmarkproperties.com

Chapter 11 Petition Date: October 6, 2008

Court: Northern District of Georgia (Atlanta)

Judge: C. Ray Mullins

Debtor's Counsel: Charles C. Black, Esq.
                  Bannister & Black
                  cblack@bellsouth.net
                  231 Maxham Road, Suite 100
                  Austell, GA 30168
                  Tel: (770) 944-3032

Total Assets: $1,284,600

Total Debts:  $387,500

Debtor's Largest Unsecured Creditor:

   Entity                                          Claim Amount
   ------                                          ------------
Fulton County Tax Commissioner                          $20,000
141 Pryor Street
Atlanta, GA 30303


EPIX PHARMACEUTICALS: Draws Down Equity Financing Facility
----------------------------------------------------------
EPIX Pharmaceuticals, Inc., disclosed in a Securities and Exchange
Commission filing it has conducted a draw down under its Committed
Equity Financing Facility entered into with Kingsbridge Capital
Limited, dated Aug. 4, 2008.  Pursuant to the Committed Equity
Financing Facility, the Company issued to Kingsbridge 94,627
shares of its common stock, $0.01 par value per share, at an
aggregate purchase price of $113,750.

Following the issuance, on Sept. 26, 2008, an aggregate of
41,675,196 shares of the Company's Common Stock were issued and
outstanding.

Pursuant to the Facility, Kingsbridge committed to provide up to
$50 million of capital for a period of three years through the
purchase of newly-issued shares of the Company's common stock. The
maximum number of shares that can be sold by the Company under the
Facility is approximately 8.3 million shares.

Subject to certain conditions and limitations, from time to time
under the Common Stock Purchase Agreement by and between
Kingsbridge and the Company, dated as of August 4, 2008, relating
to the Facility, the Company may require Kingsbridge to purchase
newly-issued shares of its common stock in tranches of up to 1.5%
of the Company's market capitalization at the time of the
initiation of the draw down period, or, at the Company's option,
the lesser of (a) 3% of the Company's market capitalization at the
time of the initiation of the draw down period, and (b) an
alternative draw down amount as defined in the agreement;
provided, however, that in no event may the maximum draw down
amount exceed $10 million per tranche, subject to certain
conditions.

Each tranche will be issued and priced over an eight-day pricing
period.  Kingsbridge will purchase shares of common stock pursuant
to the Facility at discounts ranging from 6% to 12% depending on
the volume-weighted average price of the Company's common stock
during the eight-day pricing period, provided that the minimum
acceptable purchase price for any shares to be issued to
Kingsbridge during the eight-day period will be equal to the
higher of $1.25 or 90% of the Company's common stock closing price
the day before the commencement of each draw down.

Kingsbridge has agreed that throughout the term of the Facility,
neither it nor any of its affiliates will enter into or execute a
short sale of any of the Company's securities. In addition, the
Company is not prohibited from conducting additional debt or
equity financings, other than financings similar to the Facility.
The Company is not obligated to utilize any of the $50 million
available under the Facility and there are no minimum commitments
or minimum use penalties. The Facility does not contain any
restrictions on the Company's operating activities, automatic
pricing resets or minimum market volume restrictions.

In connection with the Facility, the Company issued a warrant to
Kingsbridge to purchase up to 400,000 shares of common stock at an
exercise price of $2.4925 per share which represents a 125%
premium over the average of the closing prices of the Company's
common stock during the five trading days preceding the signing of
the Purchase Agreement.  The Warrant will become exercisable after
the six month anniversary of the date of the Purchase Agreement,
and will remain exercisable, subject to certain exceptions, for a
period of five years thereafter.

The Facility also requires the Company to file a resale
registration statement with respect to the resale of shares issued
pursuant to the Facility and underlying the warrant within 60 days
of entering into the Facility, and to use commercially reasonable
efforts to have such registration statement declared effective by
the Securities and Exchange Commission within 180 days of entering
into the Facility.

                     About EPIX Pharmaceuticals

Headquartered in Lexington, Mass., EPIX Pharmaceuticals Inc.
(NasdaqGM: EPIX) -- http://www.epixmed.com/-- is a       
biopharmaceutical company focused on discovering and developing
novel therapeutics through the use of its proprietary and highly
efficient in silico drug discovery platform.  The company has a
pipeline of internally-discovered drug candidates currently in
clinical development to treat diseases of the central nervous
system and lung conditions.  EPIX also has collaborations with
leading organizations, including GlaxoSmithKline, Amgen, Cystic
Fibrosis Foundation Therapeutics, and Bayer Schering Pharma AG,
Germany.

The Troubled Company Reporter reported on Aug. 27, 2008, that at
June 30, 2008, the company's balance sheet showed total assets of
$63.6 million and total liabilities of $139.2 million, resulting
in a stockholders' deficit of $75.6 million.  Net loss for the
second quarter ended June 30, 2008 was $2.3 million, compared with
$18.0 million for the quarter ended June 30, 2007.


ESPO CAPITAL: Case Summary & Four Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Espo Capital, Inc.
        457 State Avenue
        Beaver, PA 15009

Bankruptcy Case No.: 08-15762

Chapter 11 Petition Date: October 9, 2008

Court: Middle District of Florida (Ft. Myers)

Judge: Alexander L. Paskay

Debtor's Counsel: Richard Johnston, Jr., Esq.
                  rjohnston@khj-law.com
                  Kiesel Hughes & Johnston
                  P.O. Drawer 1000
                  Fort Myers, FL 33902
                  Tel: (239) 337-3900
                  Fax: (239) 337-7968

Total Assets: $8,500,000

Total Debts: $8,713,413

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

             http://bankrupt.com/misc/flmb08-15762.pdf


EURAMAX INTERNATIONAL: Moody's Junks Corporate Family Rating
------------------------------------------------------------
Moody's Investors Service downgraded the long-term ratings of
Euramax International, Inc.  Moody's believes that there is
substantial risk that the company will violate its financial
covenants in the third quarter of 2008 due to growing softness in
the company's end-markets, particularly within its European
operations and building products segment.  Moody's believes these
markets will further soften into 2009.  The company's maximum
leverage ratio steps down in the third quarter of 2008, triggering
the likelihood of a technical default.  As a result, the company
will likely need to re-negotiate financial covenants with its
lenders under difficult credit conditions.

The negative outlook for Euramax reflects weakness in the domestic
recreational vehicle market and certain construction markets and
margin erosion.  A sustained deterioration in operating
performance or credit metrics due to a further decline in product
demand or the inability to successfully amend the company's credit
agreement could result in a further downgrade of the ratings.  The
outlook could be stabilized if the company expands its cash flow
or successfully re-negotiates covenants with its lenders.  Moody's
has noted that aluminum prices have decreased considerably in the
last few months and will benefit the company's cash flows in the
near term.

Ratings Downgraded:

Issuer: Euramax International, Inc.

  -- Corporate Family Rating, downgraded to Caa1 from B2

  -- First Lien Sr. Secured Term Loan, downgraded to B3
     (LGD3, 34%) from B1

  -- First Lien Sr. Secured Revolver, downgraded to B3 (LGD3, 34%)
     from B1

  -- Second Lien Sr, Secured Term Loan, downgraded to Caa2
     (LGD5, 80%) from Caa1

  -- Outlook, Changed to Negative from Review for Possible
     Downgrade

Issuer: Euramax Netherlands B.V.

  -- First Lien Sr. Secured Term Loan, downgraded to B3
     (LGD3, 34%) from B1

  -- First Lien Sr. Secured Revolver, downgraded to B3 (LGD3, 34%)
     from B1

  -- Outlook, Changed to Negative from Review for Possible
     Downgrade

Headquartered in Norcross, Georgia, Euramax International Inc. is
an international producer of value-added aluminum, steel, vinyl
and fiberglass products.


FIRST NATIONAL: Fitch Rates $12 Million LIBOR Class D Notes 'BB+'
-----------------------------------------------------------------
Fitch Ratings rated First National Master Note Trust Series 2008-2
variable funding notes as.

  -- $48,000,000 LIBOR Class B (2008-2) 'A';
  -- $46,500,000 LIBOR Class C (2008-2) 'BBB';
  -- $12,000,000 LIBOR Class D (2008-2) 'BB+'.

The ratings above are based on the quality of the underlying
receivables pool, the available credit enhancement, and the legal
and cash flow structure.

The notes are issued by First National Master Note Trust, a
Delaware statutory trust, and are secured by a beneficial interest
in a pool of receivables originated under First National Bank of
Omaha's VISA and MasterCard revolving credit card program.  Fitch
deems the underlying receivable pool to be of high quality given
its favorable FICO distribution, account seasoning and overall
performance to date.

Credit enhancement for the Class B notes includes the
subordination of the Class C notes and the Class D notes.  Credit
enhancement for the Class C notes includes the subordination of
the Class D notes and the spread account.  Credit enhancement for
the Class D notes is the subordination of the spread account,
which will be funded with a 0.5% initial deposit on the closing
date.

Fitch also considers other features embedded in the transaction
for the ratings, such as 'fixed allocation of finance charge
collections' and other amortization triggers.

Originally issued in 2004, series 2004-1 variable funding notes
will be renewed annually with its investors.


FORD MOTOR: Analysts Worried Firm May Run Out of Cash
-----------------------------------------------------
Bill Vlasic at The New York Times reports that with vehicle sales
declining, analysts are concerned about the liquidity of General
Motors Corp. and Ford Motor Co. and their ability to finance
operations as their revenues decline and as they continue to eat
into cash reserves.

Dow Jones Newswires relates that as GM and Ford shares continue to
decline, concerns grew that the auto makers won't be able to turn
their operations around before running dangerously low on cash.  
Matthew Dolan and John Stoll at The Wall Street Journal report
that on Thursday, GM closed down 31%, or $2.15, at $4.76, while
Ford dropped 22%, or 58 cents, to $2.08, in New York Stock
Exchange composite trading.  WSJ states that GM ended the day with
a market value of $3.9 billion, while Ford had a $6 billion market
value.

According to Dow Jones, decline in the companies' domestic sales
aren't expected to improve in the near term.  

Dow Jones states that Gimme Credit high-yield analyst Shelly
Lombard wrote in a Thursday research note that Ford appears to
have enough liquidity between cash on hand and credit lines to
fund operations for nine to 12 quarters.  Dow Jones relates that
Ms. Lombard doubted Ford's long-term viability, saying that the
liquidity could evaporate soon as U.S. vehicle sales continue to
drop.

Dow Jones reports that Ford Chief Executive Alan Mulally said at
the Paris Auto Show that the company has the "appropriate amount"
of liquidity and that he will continue cutting production to meet
declining demand.  Investor Kirk Kerkorian, who owns a 6.5% stake
in Ford, has said he is willing to provide additional capital to
fund the company's restructuring, the report states.

                     About General Motors

Headquartered in Detroit, Michigan, General Motors Corp. (NYSE:
GM) -- http://www.gm.com/-- was founded in 1908.  GM employs  
about 266,000 people around the world and manufactures cars and
trucks in 35 countries.  In 2007, nearly 9.37 million GM cars and
trucks were sold globally under the following brands: Buick,
Cadillac, Chevrolet, GMC, GM Daewoo, Holden, HUMMER, Opel,
Pontiac, Saab, Saturn, Vauxhall and Wuling.  GM's OnStar
subsidiary is the industry leader in vehicle safety, security and
information services.

General Motors Latin America, Africa and Middle East, with
headquarters in Miramar, Florida, is one of GM's four regional
business units.  GM LAAM employs approximately 37,000 people in
18 countries and has manufacturing facilities in Argentina,
Brazil, Colombia, Ecuador, Egypt, Kenya, South Africa and
Venezuela.  GM LAAM markets vehicles under the Buick,
Cadillac, Chevrolet, GMC, Hummer, Isuzu, Opel, Saab and
Suzuki brands.

At June 30, 2008, the company's balance sheet showed total assets
of $136.0 billion, total liabilities of $191.6 billion, and total
stockholders' deficit of $56.9 billion.  For the quarter ended
June 30, 2008, the company reported a net loss of $15.4 billion
over net sales and revenue of $38.1 billion, compared to a net
income of $891.0 million over net sales and revenue of $46.6
billion for the same period last year.

                     About Ford Motor Co.

Headquartered in Dearborn, Michigan, Ford Motor Co. (NYSE: F) --
http://www.ford.com/-- manufactures or distributes automobiles in  
200 markets across six continents.  With about 260,000 employees
and about 100 plants worldwide, the company's core and affiliated
automotive brands include Ford, Jaguar, Land Rover, Lincoln,
Mercury, Volvo, Aston Martin, and Mazda.  The company provides
financial services through Ford Motor Credit Company.

The company has operations in Japan in the Asia Pacific region. In
Europe, the company maintains a presence in Sweden, and the United
Kingdom.  The company also distributes its brands in various
Latin-American regions, including Argentina and Brazil.

                          *     *     *

As reported in the Troubled Company Reporter on Aug. 5, 2008,
Fitch Ratings has downgraded the issuer default rating of Ford
Motor Company and Ford Motor Credit Company LLC to 'B-' from 'B'.  
The Rating Outlook remains Negative.  The downgrade reflects: the
further deterioration in Ford's U.S. sales as a result of economic
conditions, an adverse product mix and the most recent jump in gas
prices; portfolio deterioration at Ford Credit and heightened
concern regarding economic access to capital to support financing
requirements; and escalating commodity costs that will remain a
significant offset to cost reduction efforts.


FORD MOTOR: CEO Mulally Says Bankruptcy Not an Option
-----------------------------------------------------
Ford Motor Co.'s President and CEO Alan Mulally said in an
interview that despite new questions from analysts and credit-
rating agencies about Ford's current cash-burn rate and future
liquidity position, a bankruptcy filing is not an option for Ford,
The Wall Street Journal reports.

WSJ quoted Mr. Mulally as saying, "It makes absolutely no sense to
us.  Everything we are doing is to manage our cash and right-size
the company appropriately.  It makes no sense."

Citing Standard & Poor's lead automotive credit analyst Robert
Schulz, Jeff Green and Greg Bensinger at Bloomberg News report
that Ford  may be forced into bankruptcy as the global credit
freeze damps U.S. sales, and "macro factors could overwhelm them
at some point," even as Ford vows to stick with its turnaround
plans.

Ford's spokesperson Mark Truby said that the company has a cash
cushion, referring to $23.4 billion borrowed in 2006 to help pay
for closing down plants and cutting jobs while developing new
models, Bloomberg relates.  Ford is evaluating its liquidity, the
report says, citing Mr. Truby.

Mr. Mulally said Ford will discuss its future production levels
when it releases third-quarter results this month, WSJ relates.  
Ford must adjust its production to match softening demand, the
report says, citing Mr. Mulally.

                    About Ford Motor Co.

Headquartered in Dearborn, Michigan, Ford Motor Co. (NYSE: F) --
http://www.ford.com/-- manufactures or distributes automobiles in  
200 markets across six continents.  With about 260,000 employees
and about 100 plants worldwide, the company's core and affiliated
automotive brands include Ford, Jaguar, Land Rover, Lincoln,
Mercury, Volvo, Aston Martin, and Mazda.  The company provides
financial services through Ford Motor Credit Company.

The company has operations in Japan in the Asia Pacific region. In
Europe, the company maintains a presence in Sweden, and the United
Kingdom.  The company also distributes its brands in various
Latin-American regions, including Argentina and Brazil.

                          *     *     *

As reported in the Troubled Company Reporter on Oct. 10, 2008,
Fitch Ratings downgraded the Issuer Default Rating of Ford Motor
Company and Ford Motor Credit Company by one notch to 'CCC' from
'B-'.


FORD MOTOR: Lewis Booth Will Replace Don Leclair as CFO
-------------------------------------------------------
Ford Motor Co.'s Chief Financial Officer Don Leclair will retire
on Nov. 1, after an accomplished 32-year career.  

Mr. Leclair, 56, was named Executive Vice President and CFO in
August 2003.  He joined Ford in 1976.  "I have appreciated my time
at Ford and now look forward to spending more time with my family
and pursuing other interests," Mr. Leclair said.

Matthew Dolan and Jeff Bennett at The Wall Street Journal report
that Ford's President and CEO Alan Mulally said that Mr. Leclair's
retirement was not linked to differences over the future direction
of the company or prompted by some kind of financial surprise or
accounting change surfacing in Ford's coming quarterly report.

Lewis Booth -- who played a leading role in the successful
transformation of Ford of Europe and Mazda during the past decade
-- will become the company's Executive Vice President and Chief
Financial Officer.

Mr. Mulally said, "Don's expertise and business acumen have been
invaluable to Ford.  Under his leadership, Ford has made
significant progress in lowering costs, improving quality,
improving efficiency, divesting non-core assets, improving our
balance sheet and moving us to our One Ford."

Messrs. Leclair and Booth will work together in the coming weeks
to ensure a smooth transition.

Mr. Mulally said, "Lewis Booth is one of the strongest and most
experienced leaders within Ford and the auto industry.  He was
instrumental in the transformation of Mazda and Ford of Europe to
profitability and growth.  He has built a strong and successful
team in Ford of Europe that is well positioned to continue the
momentum.  And he has put in place new leadership at Volvo to turn
around its results and build the strength of this premium brand."

Mr. Booth comes to the CFO position with broad operational
experience in Europe, Asia, and North America as well as a deep
background in finance and product development.  Mr. Booth, 59, was
named to his present position in 2005 and also formerly was
responsible for the Premier Automotive Group.  He joined Ford of
Europe in 1978 as a financial analyst.  During his career, he has
had a series of senior leadership positions around the world,
including Ford of Europe, Ford Asia Pacific, Ford South Africa,
Mazda and Ford's Finance, Truck Operations, Product Development,
Manufacturing and Sales operations in Europe, Asia and North
America.

Mr. Mulally stated, "Lewis' global experience, track record and
many years of leadership in Ford's finance operations make him the
ideal CFO.  He has proven success integrating Ford of Europe into
a profitable, lean and highly efficient operation.  We now are
turning to Lewis to apply his extensive operational and financial
experience to work even closer with our operating teams around the
world as we accelerate the transition to our One Ford vision and,
in the process, transforming Ford into a lean global enterprise
and returning the company to sustainable profitability."

         New Executive Vice President at Ford Europe

Ford also said that John Fleming is appointed Executive Vice
President and Chairman and CEO, Ford of Europe, succeeding Mr.
Booth.  Mr. Fleming will assume responsibility for Ford of Europe,
Volvo Car Corporation, and Ford's Export Operations & Global
Growth Initiatives.  He will report directly to Mr. Mulally.

Mr. Mulally said, "John is a proven executive who has demonstrated
strong results.  Under John's leadership, Ford of Europe has grown
its sales and profitability.  I have every confidence he will
continue to lead Ford of Europe and now Volvo to even stronger
success in the future."

Mr. Fleming, 57, was named Group Vice President and President and
CEO, Ford of Europe, in 2005.  He joined Ford's manufacturing
operations in the UK in 1967.  During his career, Mr. Fleming has
served in a variety of leadership positions in Ford's global
Manufacturing operations, including managing four automotive
assembly plants and three stamping and component plants.

                    About Ford Motor Co.

Headquartered in Dearborn, Michigan, Ford Motor Co. (NYSE: F) --
http://www.ford.com/-- manufactures or distributes automobiles in  
200 markets across six continents.  With about 260,000 employees
and about 100 plants worldwide, the company's core and affiliated
automotive brands include Ford, Jaguar, Land Rover, Lincoln,
Mercury, Volvo, Aston Martin, and Mazda.  The company provides
financial services through Ford Motor Credit Company.

The company has operations in Japan in the Asia Pacific region. In
Europe, the company maintains a presence in Sweden, and the United
Kingdom.  The company also distributes its brands in various
Latin-American regions, including Argentina and Brazil.

                          *     *     *

As reported in the Troubled Company Reporter on Oct. 10, 2008,
Fitch Ratings downgraded the Issuer Default Rating of Ford Motor
Company and Ford Motor Credit Company by one notch to 'CCC' from
'B-'.


FORD MOTOR: Mulls Sale of Stake in Mazda Motor, WSJ Report Says
---------------------------------------------------------------
Ford Motor Co. is considering selling its 33.4% controlling stake
in Japan's Mazda Motor Corp., as part of an effort to boost its
finances amid a drop in global auto sales and investor questions
about its cash reserves, John F. Murphy and Matthew Dolan at The
Wall Street Journal report, citing a person familiar with the
matter.

According to WSJ, the source said that Ford is looking at selling
assets in advance of an expected substantial third-quarter loss.

WSJ relates that Mazda said it wasn't aware of Ford's plans to
sell its stake in the company.

Ford purchased a 25% stake in Mazda in 1979.  Ford increased its
share in Mazda to 33.4% when Mazda became mired in debt amid
declining sales in 1996.

WSJ states that Mazda had set in its four-year business plan a
goal of intensifying its partnership with Ford by sharing
personnel, platforms, dealership operations, the research and
development of hybrid cars, and joint manufacturing operations in
China, Thailand, and the U.S.

                        About Mazda Motor

Headquartered in Hiroshima Prefecture, in Japan, Mazda Motor
Corporation -- http://www.mazda.co.jp/-- together with its
subsidiaries and associates, is primarily involved in the
manufacture and distribution of automobiles.  The company
manufactures passenger cars and commercial vehicles.  Mazda
Motor distributes its products in both domestic and overseas
markets.  The company has 58 subsidiaries.  It has overseas
operations in the United States, Canada, Mexico, Germany,
Belgium, France, the United Kingdom, Switzerland, Portugal,
Italy, Spain, Austria, Russia, Columbia, New Zealand, Thailand,
Indonesia and China.  The Company has a global network.

                          *     *     *

Mazda Motor continues to carry Standard & Poor's "BB" long-term
corporate credit and long-term senior unsecured debt ratings.

                    About Ford Motor Co.

Headquartered in Dearborn, Michigan, Ford Motor Co. (NYSE: F) --
http://www.ford.com/-- manufactures or distributes automobiles in  
200 markets across six continents.  With about 260,000 employees
and about 100 plants worldwide, the company's core and affiliated
automotive brands include Ford, Jaguar, Land Rover, Lincoln,
Mercury, Volvo, Aston Martin, and Mazda.  The company provides
financial services through Ford Motor Credit Company.

The company has operations in Japan in the Asia Pacific region. In
Europe, the company maintains a presence in Sweden, and the United
Kingdom.  The company also distributes its brands in various
Latin-American regions, including Argentina and Brazil.

                          *     *     *

As reported in the Troubled Company Reporter on Oct. 10, 2008,
Fitch Ratings downgraded the Issuer Default Rating of Ford Motor
Company and Ford Motor Credit Company by one notch to 'CCC' from
'B-'.


FORD MOTOR: S&P Puts 'B-' Long-Term Rating on Negative CreditWatch
------------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B-' long-term
corporate credit and other ratings on U.S. automaker Ford Motor
Co. on CreditWatch with negative implications.

"The CreditWatch placement reflects the rapidly weakening state of
most global automotive markets along with capital market
conditions that will remain a major challenge for the foreseeable
future," said Standard & Poor's credit analyst Robert Schulz.  
Included in the CreditWatch placement is Ford's finance unit, Ford
Motor Credit Co. (B-/Watch Neg/--).  S&P believes Ford has
adequate liquidity for at least the rest of 2008 as measured by
cash balances, and available bank facilities, but the accelerating
deteriorating industry fundamentals will be a serious challenge to
liquidity during 2009.


GE CAPITAL: Moody's Affirms Junk Ratings on Classes L & M Certs.
----------------------------------------------------------------
Moody's Investors Service upgraded the ratings of four classes and
affirmed 12 classes of GE Capital Commercial Mortgage Corporation,
Commercial Mortgage Pass-Through Certificates, Series 2001-2 as:

  -- Class A-2, $14,017,387, affirmed at Aaa
  -- Class A-3, $22,116,353, affirmed at Aaa
  -- Class A-4, $519,456,000, affirmed at Aaa
  -- Class X-1, Notional, affirmed at Aaa
  -- Class B, $40,115,000, affirmed at Aaa
  -- Class C, $45,129,000, affirmed at Aaa
  -- Class D, $12,537,000, affirmed at Aaa
  -- Class E, $10,028,000, upgraded to Aaa from Aa1
  -- Class F, $18,804,000, upgraded to Aa3 from A2
  -- Class G, $11,283,000, upgraded to A2 from Baa1
  -- Class H, $21,311,000, upgraded to Baa2 from Ba1
  -- Class I, $18,804,000, affirmed at Ba2
  -- Class J, $5,014,000, affirmed at Ba3
  -- Class K, $7,522,000, affirmed at B2
  -- Class L, $12,536,000, affirmed at Caa1
  -- Class M, $7,521,000, affirmed at Caa2

Moody's upgraded Classes E, F, G and H due to increased credit
enhancement and defeasance and overall improved pool performance.

As of the September 11, 2008 distribution date, the transaction's
aggregate certificate balance has decreased by approximately 23.0%
to $771.9 million from $1.0 billion at securitization.  The
Certificates are collateralized by 111 mortgage loans ranging in
size from less than 1.0% to 5.4% of the pool, with the top 10
loans representing 25.7% of the pool.  The pool includes two loans
with investment grade underlying ratings, representing 10.4% of
the pool.  Twenty-nine loans, representing 27.0% of the pool, have
defeased and are collateralized with U.S. Government securities.

Four loans have been liquidated from the trust, resulting in an
aggregate realized loss of approximately $9.2 million.  Currently
there are no loans in special servicing.  Eighteen loans,
representing 19.6% of the pool, are on the master servicer's
watchlist.  The watchlist includes loans which meet certain
portfolio review guidelines established as part of the Commercial
Mortgage Securities Association's monthly reporting package.  As
part of its ongoing monitoring of a transaction, Moody's reviews
the watchlist to assess which loans have material issues that
could impact performance.

Moody's was provided with full-year 2007 operating results for
84.0% of the pool.  Moody's loan to value ratio for the conduit
component is 85.8% compared to 87.5% at Moody's prior full review
in August 2007 and 89.2% at securitization.

The largest loan with an underlying rating is the Holiday Inn --
57th Street Loan ($41.8 million -- 7.4%), which is secured by a
596-room full service hotel located in midtown Manhattan.  
Occupancy and RevPAR for calendar year 2007 were 89.2% and
$183.70, respectively, compared to 87.9% and $159.54 at last
review and 88.8% and $134.00 for calendar year 2000.  Moody's
current underlying rating is A1 compared to A3 at last review.

The second loan with an underlying rating is the Lake Buena Vista
Stores Loan ($17.0 million - 3.0%), which is secured by a 179,400
square foot factory outlet center located in Orlando, Florida.  
The center was 100.0% occupied as of February 2008 compared to
97.0% at last review.  The largest tenants include Vanity Fair,
Liz Claiborne and Reebok.  The loan has amortized approximately
12.5% since securitization on a 25-year schedule.  Moody's current
underlying rating is A3 compared to Baa3 at last review.

The top three conduit loans represent 12.3% of the outstanding
pool balance.  The largest conduit loan is the One Capital Loan
($25.9 million -- 4.6%), which is secured by two office buildings
totaling 201,700 square feet located in downtown Sacramento,
California.  The property was 83.7% leased as of December 2007
compared to 76.0% at last review.  The largest tenant is the
California Parks and Recreation which leases 32.2% of the premises
through April 2011.  Performance has improved since last review
due to increased occupancy and amortization.  The loan has
amortized approximately 7.5% since securitization on a 30-year
schedule. Moody's LTV is 94.1% compared to 111.5% at last review.

The second largest conduit loan is the Meadowbrook Commons Loan
($24.2 million -- 4.3%), which is secured by a 173,000 square foot
anchored retail center located in Freeport (Nassau County), New
York. The property was 93.8% leased as of December 2007 compared
to 95.0% at last review.  Anchors include Stop & Shop, Toys"R"Us
and Marshalls.  Moody's LTV is 87.8% compared to 89.5% at last
review.

The third largest conduit loan is the Dreamland Shopping Center &
Lowe's Loan ($19.4 million -- 3.4%), which is secured by a Lowe's
Home Improvement store and an adjacent 126,800 square foot
anchored retail center located in Asheville, North Carolina.  The
property was 97.0% occupied as of December 2007, the same as at
last review.  Moody's LTV is 86.7%, essentially the same as at
last review.

Moody's periodically completes full reviews in addition to
monitoring transactions on a monthly basis.  Moody's prior full
review is summarized in a press release dated August 16, 2007.

Moody's has published rating methodologies outlining its
analytical approach to surveillance and its approach to rating
conduit and fusion transactions.  In addition, Moody's has
published numerous articles outlining its ratings approach to the
various property types customarily deposited within these
transactions along with other articles on credit issues unique to
CMBS.  The major rating methodologies employed in analyzing this
transaction include:

CMBS: Moody's Approach to Surveillance, September 30, 2002 -- this
paper provides an overview of Moody's surveillance philosophy, an
indication of what prompts a conduit review, how conduit and large
loan monitoring is performed, and what its objectives are with
respect to post-closing requests and servicer reviews;

CMBS: Moody's Approach to Rating U.S. Conduit Transactions,
September 15, 2000 -- this paper provides an overview of rating
methodology and process with details on property level analysis,
loan level analysis, legal and structural characteristics, and
portfolio characteristics with supplementary information on legal
issues, a research summary, helpful information for commercial
real estate transactions, capitalization rates, and guidelines for
capital reserves; and

US CMBS: Moody's Approach to Rating Fusion Transactions, April 19,
2005 -- this paper discusses the key ratings factors for fusion
deals (large loan credit quality, composition and correlation of
the large loan pool, and conduit diversity), value drivers for
office and retail properties, valuation and cap rate issues,
property type volatility, Moody's large loan tranching
methodology, and an assessment of subordination levels.


GENERAL MOTORS: Analysts Worried Firm May Run Out of Cash
---------------------------------------------------------
Bill Vlasic at The New York Times reports that with vehicle sales
declining, analysts are concerned about the liquidity of General
Motors Corp. and Ford Motor Co. and their ability to finance
operations as their revenues decline and as they continue to eat
into cash reserves.

Dow Jones Newswires relates that as GM and Ford shares continue to
decline, concerns grew that the auto makers won't be able to turn
their operations around before running dangerously low on cash.  
Matthew Dolan and John Stoll at The Wall Street Journal report
that on Thursday, GM closed down 31%, or $2.15, at $4.76, while
Ford dropped 22%, or 58 cents, to $2.08, in New York Stock
Exchange composite trading.  WSJ states that GM ended the day with
a market value of $3.9 billion, while Ford had a $6 billion market
value.

According to Dow Jones, decline in the companies' domestic sales
aren't expected to improve in the near term.  

Dow Jones states that Gimme Credit high-yield analyst Shelly
Lombard wrote in a Thursday research note that Ford appears to
have enough liquidity between cash on hand and credit lines to
fund operations for nine to 12 quarters.  Dow Jones relates that
Ms. Lombard doubted Ford's long-term viability, saying that the
liquidity could evaporate soon as U.S. vehicle sales continue to
drop.

Dow Jones reports that Ford Chief Executive Alan Mulally said at
the Paris Auto Show that the company has the "appropriate amount"
of liquidity and that he will continue cutting production to meet
declining demand.  Investor Kirk Kerkorian, who owns a 6.5% stake
in Ford, has said he is willing to provide additional capital to
fund the company's restructuring, the report states.

                     About Ford Motor Co.

Headquartered in Dearborn, Michigan, Ford Motor Co. (NYSE: F) --
http://www.ford.com/-- manufactures or distributes automobiles in  
200 markets across six continents.  With about 260,000 employees
and about 100 plants worldwide, the company's core and affiliated
automotive brands include Ford, Jaguar, Land Rover, Lincoln,
Mercury, Volvo, Aston Martin, and Mazda.  The company provides
financial services through Ford Motor Credit Company.

The company has operations in Japan in the Asia Pacific region. In
Europe, the company maintains a presence in Sweden, and the United
Kingdom.  The company also distributes its brands in various
Latin-American regions, including Argentina and Brazil.

                          *     *     *

As reported in the Troubled Company Reporter on Aug. 5, 2008,
Fitch Ratings has downgraded the issuer default rating of Ford
Motor Company and Ford Motor Credit Company LLC to 'B-' from 'B'.  
The Rating Outlook remains Negative.  The downgrade reflects: the
further deterioration in Ford's U.S. sales as a result of economic
conditions, an adverse product mix and the most recent jump in gas
prices; portfolio deterioration at Ford Credit and heightened
concern regarding economic access to capital to support financing
requirements; and escalating commodity costs that will remain a
significant offset to cost reduction efforts.

                     About General Motors

Headquartered in Detroit, Michigan, General Motors Corp. (NYSE:
GM) -- http://www.gm.com/-- was founded in 1908.  GM employs  
about 266,000 people around the world and manufactures cars and
trucks in 35 countries.  In 2007, nearly 9.37 million GM cars and
trucks were sold globally under the following brands: Buick,
Cadillac, Chevrolet, GMC, GM Daewoo, Holden, HUMMER, Opel,
Pontiac, Saab, Saturn, Vauxhall and Wuling.  GM's OnStar
subsidiary is the industry leader in vehicle safety, security and
information services.

General Motors Latin America, Africa and Middle East, with
headquarters in Miramar, Florida, is one of GM's four regional
business units.  GM LAAM employs approximately 37,000 people in
18 countries and has manufacturing facilities in Argentina,
Brazil, Colombia, Ecuador, Egypt, Kenya, South Africa and
Venezuela.  GM LAAM markets vehicles under the Buick,
Cadillac, Chevrolet, GMC, Hummer, Isuzu, Opel, Saab and
Suzuki brands.

At June 30, 2008, the company's balance sheet showed total assets
of $136.0 billion, total liabilities of $191.6 billion, and total
stockholders' deficit of $56.9 billion.  For the quarter ended
June 30, 2008, the company reported a net loss of $15.4 billion
over net sales and revenue of $38.1 billion, compared to a
net income of $891.0 million over net sales and revenue of
$46.6 billion for the same period last year.


GENERAL MOTORS: Says Bankruptcy Not an Option
---------------------------------------------
The Wall Street Journal reports that General Motors Corp. has
denied that it is considering filing for bankruptcy.

Frank Ahrens at The Washington Post relates that the plunge in
GM's shares of stock spurred speculation that the company might be
edging towards bankruptcy.  Citing Standard & Poor's lead
automotive credit analyst Robert Schulz, Jeff Green and Greg
Bensinger at Bloomberg News report that GM may be forced into
bankruptcy, as "macro factors could overwhelm them at some point,"
even as the company vows to stick with its turnaround plans.

GM said in a statement on Friday, "Clearly, we face unprecedented
challenges related to uncertainty in the financial markets
globally and weakening economic fundamentals in many key markets.  
But bankruptcy protection is not an option GM is considering."

According to Reuters, Barclays Capital also cut its price target
for GM on Friday, saying that GM's cash needs were increasing due
to the risk of weaker global auto sales.  Reuters states that
Barclays analyst Brian Johnson said in a note for clients, "With
auto sales stalled in the (United States) and beginning to
contract in the rest of the world, we believe GM's cash needs are
increasing."

Mr. Johnson said that GM would need to raise $10.3 billion to
maintain liquidity of $14 billion through next year, up from his
earlier estimate of $7.3 billion over the same period, Reuters
states.

WSJ relates that GM is expected to disclose more production
capacity reductions in the coming weeks, likely on closing plants
that stamp auto parts or build engines and transmissions.

                     About General Motors

Headquartered in Detroit, Michigan, General Motors Corp. (NYSE:
GM) -- http://www.gm.com/-- was founded in 1908.  GM employs  
about 266,000 people around the world and manufactures cars and
trucks in 35 countries.  In 2007, nearly 9.37 million GM cars and
trucks were sold globally under the following brands: Buick,
Cadillac, Chevrolet, GMC, GM Daewoo, Holden, HUMMER, Opel,
Pontiac, Saab, Saturn, Vauxhall and Wuling.  GM's OnStar
subsidiary is the industry leader in vehicle safety, security and
information services.

General Motors Latin America, Africa and Middle East, with
headquarters in Miramar, Florida, is one of GM's four regional
business units.  GM LAAM employs approximately 37,000 people in
18 countries and has manufacturing facilities in Argentina,
Brazil, Colombia, Ecuador, Egypt, Kenya, South Africa and
Venezuela.  GM LAAM markets vehicles under the Buick,
Cadillac, Chevrolet, GMC, Hummer, Isuzu, Opel, Saab and
Suzuki brands.

At June 30, 2008, the company's balance sheet showed total assets
of $136.0 billion, total liabilities of $191.6 billion, and total
stockholders' deficit of $56.9 billion.  For the quarter ended
June 30, 2008, the company reported a net loss of $15.4 billion
over net sales and revenue of $38.1 billion, compared to a net
income of $891.0 million over net sales and revenue of
$46.6 billion for the same period last year.


GENERAL MOTORS: Market Woes Cue S&P to Put 'B-' Rating on WatchNeg
------------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on U.S.
automaker General Motors Corp., including the 'B-' long-term
corporate credit rating, on CreditWatch with negative
implications.

"The CreditWatch placement reflects the rapidly weakening state of
most global automotive markets, along with capital market
conditions that will remain a serious challenge for the
foreseeable future," said Standard & Poor's credit analyst Robert
Schulz.  S&P also placed its ratings on GM's 49%-owned finance
affiliate GMAC LLC, including the 'B-' long-term counterparty
credit rating, on CreditWatch with negative implications.  At this
time, ratings on GMAC unit Residential Capital LLC
(CCC+/Negative/C) are not on CreditWatch.

S&P believes GM currently has adequate liquidity for at least the
rest of 2008 as measured by cash balances and available bank
facilities, but the accelerating deterioration in industry
fundamentals will be a serious challenge to liquidity during 2009.


GEORGIA ATM: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Georgia A.T.M., Inc.
        2025 White Springs Road
        Glenwood, GA 30428

Bankruptcy Case No.: 08-30530

Type of Business: The Debtor manufactures mini-monster all terrain
                  vehicles Croquet sets, lawn bowling equipment,
                  horseshoe equipment, lawn darts, recreation and
                  playground and swimming and spa equipment and
                  supplies.

Chapter 11 Petition Date: October 6, 2008

Court: Southern District of Georgia (Dublin)

Debtor's Counsel: Ward Stone, Jr., Esq.
                  Stone & Baxter, LLP
                  wstone@stoneandbaxter.com
                  577 Mulberry Street, Suite 800
                  Macon, Ga 31201
                  Tel: (478) 750-9898
                  Fax: (478) 750-9899

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

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

A list of the Debtor's 20 Largest Unsecured Creditors is available
at: http://bankrupt.com/misc/gasb08-30530.pdf


GILROY COUNTRY: Case Summary & Eight Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Gilroy Country Oaks Estates, LLC
        5403 Scotts Valley Drive, Suite D
        Scotts Valley, CA 95066

Bankruptcy Case No.: 08-55757

Type of Business: The Debtor owns a real estate property.
                  See http://www.gilroycountryoaksestates.com/

Chapter 11 Petition Date: October 9, 2008

Court: Northern District of California (San Jose)

Judge: Marilyn Morgan

Debtor's Counsel: John Walshe Murray, Esq.
                  jwmurray@murraylaw.com
                  Law Offices of Murray and Murray
                  19400 Stevens Creek Blvd. #200
                  Cupertino, CA 95014-2548
                  Tel: (650) 852-9000

Estimated Assets: $10 million to $50 million

Estimated Debts: $10 million to $50 million

Debtor's Eight Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Plageman Lund LLP              fees                  $40,979
1999 Harrison, Suite 1670
Oakland, CA 94612

Shian Tung Wong                land rent             $6,000
3510 Mauricia Avenue
Santa Clara, CA 95051

Williams Scotsman San Jose     trailer rent          $1,600
12705 Monterey Road
San Martin, CA 95046-9503

Shoreline Landscape Design     maintenance           $800

Pacific Gas & Electric         utilities             $1

Verizon                        phne                  $1

City of Gilroy                 water                 $1

Warwick Properties Group Inc.  unknown               $1


GITTO GLOBAL: Two Officers Arraigned on Conspiracy and Wire Fraud
-----------------------------------------------------------------
Martin Luttrell of the Telegram & Gazette (Worcester, Mass.)
reports that Gary C. Gitto and Charles N. Gitto Jr. of the former
Gitto Global Corp. plastics manufacturer, have been arraigned in
U.S. District Court on conspiracy charges and wire fraud.

A total of six officers and employees of Gitto Global Corp.
received federal grand jury indictments last month, according to
the report.

The report says the Gittos pleaded "not guilty" during the brief
arraignment.  A status conference has been set for Nov. 12.  If
found guilty of bank fraud, Gary Gitto faces a maximum jail time
of 30 years and a fine of $1 million, Asst. U.S. Attorney Lori J.
Holik said.  A guilty verdict on the charge of wire fraud, which
both men face, could mean jail time of up to 20 years and a fine
of up to $250,000, she said.

The indictment says the six "conspired to provide false reports to
lenders, set up sham sales and shell companies, and used money
from the lenders for personal use".

Headquartered in Lunenburg, Massachusetts, Gitto Global
Corporation -- http://www.gitto-global.com/-- manufactured    
polyvinyl chloride, polyethylene, polypropylene and thermoplastic
olefinic compounds.  The company filed for chapter 11 protection
on September 24, 2004 (Bankr. D. Mass. Case No. 04-45386).  Andrew
G. Lizotte, Esq., at Hanify & King P.C., represented the Debtor in
its restructuring efforts.  When the Debtor filed for protection
from its creditors, it listed assets of $10 million to
$50 million, and debts of $50 million to $100 million.  On
March 4, 2005, the Court converted the Debtor's chapter 11 case
to a chapter 7 proceeding.  Mark G. DeGiacomo serves as the
Chapter 7 Trustee.


GRACE DEVELOPMENT: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Grace Development Company, LLC
        6211 Shelby Oaks Drive, Suite 200
        Memphis, TN 38134

Bankruptcy Case No.: 08-30545

Chapter 11 Petition Date: October 8, 2008

Court: Western District of Tennessee (Memphis)

Judge: David S. Kennedy

Debtor's Counsel: P. Preston Wilson, Esq.
                  Gotten, Wilson, Savory & Beard
                  ppwgwsb@bellsouth.net
                  88 Union Avenue, 14th Floor
                  Memphis, TN 38103
                  Tel: (901) 523-1110
                  Fax: (901) 523-1139

Estimated Assets: $1 million to $10 million

Estimated Debts:  $1 million to $10 million

The Debtor did not file a list of its 20 Largest Unsecured
Creditors.


GSC ABS: Moody's Cuts Rating on $26MM Class A3 Notes to 'C'
-----------------------------------------------------------
Moody's Investors Service has downgraded and left on review for
possible downgrade the Senior Swap Agreement issued by GSC ABS CDO
2005-1, Ltd.:

Class Description: $185,000,000 Senior Swap Agreement

  -- Prior Rating: Aaa
  -- Prior Rating Date: 6/9/2008
  -- Current Rating: B2, on review for possible downgrade

Additionally, Moody's has downgraded the 4 classes of notes:

Class Description: $140,000,000 Class A1S Senior Secured Floating
Rate Notes due November 12, 2045

  -- Prior Rating: Ba1, on review for possible downgrade
  -- Prior Rating Date: 6/9/2008
  -- Current Rating: Ca

Class Description: $56,000,000 Class A1J Senior Secured Floating
Rate Notes due November 12, 2045

  -- Prior Rating: B1, on review for possible downgrade
  -- Prior Rating Date: 6/9/2008
  -- Current Rating: Ca

Class Description: U.S. $48,000,000 Class A2 Senior Secured
Floating Rate Notes due November 12, 2045

  -- Prior Rating: B3, on review for possible downgrade
  -- Prior Rating Date: 6/9/2008
  -- Current Rating: Ca

Class Description: $26,000,000 Class A3 Secured Deferrable
Interest Floating Rate Notes due November 12, 2045

  -- Prior Rating: Ca
  -- Prior Rating Date: 6/9/2008
  -- Current Rating: C

According to Moody's, these rating actions are as a result of the
deterioration in the credit quality of the transaction's
underlying collateral pool consisting primarily of structured
finance securities.


GSMPS MORTGAGE: S&P Cuts Class B-5 Certificates Rating to 'CCC'
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on the
following three classes from GSMPS Mortgage Loan Trust 2006-RP1:
class B-5 to 'CCC' from 'B'; class B-4 to 'B' from 'BB'; and class
B-3 to 'BBB-' from 'BBB'.  At the same time, S&P affirmed its
ratings on the 10 remaining classes from this transaction.

The downgrades of classes B-5, B-4, and B-3 reflect collateral
performance that is negatively affecting available credit support.  
As of the September 2008 remittance period, cumulative losses for
series 2006-RP1 were 0.32% of the original principal balance,
total delinquencies were 27.95% of the current principal balance,
and severe delinquencies were 15.18% of the current principal
balance.

Monthly realized losses for this transaction have averaged
approximately $81,973 for the past 12 months and approximately
$84,580 over the past six months.  S&P believes the increase in
average losses over the past six months is consistent with the
delinquency trends we're observing for this deal.  Overall,
the total delinquencies have increased during this six-month
period by approximately $893,000:

Delinquencies (Mil $)

Date          30-day    60-day    90-day    Foreclosure    REO
----          ------    ------    ------    -----------    ----
Sept. 2008    29.140    14.741    33.305    17.882         1.085
April 2008    25.155    12.529    31.760    24.821         0.935
   
This negative trend is also evident in the credit support
available to the downgraded classes, as depicted in the table:

Credit Support (Mil $)

Class    Sept. 2008        April 2008     Change ($)   Change (%)
-----    ----------        ----------     ----------   ----------
B-3       4,040,454         4,503,389       (71,577)      (10.28)
B-4       2,266,226         2,712,548       (68,498)      (16.45)
B-5       1,252,653         1,689,484       (66,738)      (25.86)
Total     7,559,333         7,766,146      (206,813)       (2.66)

If delinquencies continue to translate into realized losses, S&P  
will likely take further negative rating actions on the
outstanding classes from this transaction.     

Conversely, the affirmations reflect current credit support levels
that S&P believes are sufficient to maintain the certificates at
their current rating levels.  Specifically, the current
subordination available to support the A class certificates is
approximately $10,884,444, compared with $8,348,615 and $6,067,601
for the B-1 and B-2 classes, respectively.  

The transaction is 32 months seasoned and has a pool balance of
64.29%.  Subordination provides credit support for this
transaction.

The pool originally consisted of U.S. Federal Housing
Administration, U.S. Veterans Affairs, or Rural Housing Service  
fixed- and adjustable-rate reperforming mortgage loans.  The
mortgage loans are secured by first liens on one- to four-family
residential properties.

                          Ratings Lowered

GSMPS Mortgage Loan Trust 2006-RP1
Mortgage pass-through certificates

               Rating
               ------
Class       To        From
-----       --        ----
B-3         BBB-      BBB
B-4         B         BB
B-5         CCC       B

                         Ratings Affirmed

GSMPS Mortgage Loan Trust 2006-RP1
Mortgage pass-through certificates

Class           Rating
-----           ------
1A2             AAA
1A3             AAA
1A4             AAA
1AF             AAA
1AF2            AAA
1AS             AAA
AX              AAA
2A1             AAA
B-1             AA
B-2             A


HERMANN GELIN: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Hermann Gelin
        Nerlande Donatien
        1698 Kernan Forest Court
        Jacksonville, FL 32225

Bankruptcy Case No.: 08-06247

Chapter 11 Petition Date: October 9, 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/flmb08-06247.pdf


HL HOMES: Case Summary & Two Largest Unsecured Creditors
--------------------------------------------------------
Debtor: HL Homes Corporation
        1760 Yeager Avenue
        Laverne, CA 91750

Bankruptcy Case No.: 08-26838

Type of Business: The Debtor is a real estate developer.

Chapter 11 Petition Date: October 9, 2008

Court: Central District Of California (Los Angeles)

Judge: Ellen Carroll

Debtor's Counsel: Edisson Seropian, Esq.
                  Seropian & Mesropian LLP
                  5230 Las Virgenes Rd., Ste. 275
                  Calabasas, CA 91302
                  Tel: (818) 871-9668

Estimated Assets: $500,000 to $1 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/califcb08-26838.pdf


HOUSE OF EUROPE: Moody's Cuts Ratings on 4 Classes of Notes to 'C'
------------------------------------------------------------------
Moody's Investors Service has downgraded and left on review for
possible downgrade the notes issued by House of Europe Funding V
PLC:

Class Description: EUR 70,000,000 Class A-2 Floating Rate Notes
due 2090

  -- Prior Rating Aaa
  -- Prior Rating Date: 11/3/2006
  -- Current Rating: Aa2, on review for possible downgrade

Class Description: EUR 70,000,000 Class A-3a Floating Rate Notes
due 2090

  -- Prior Rating: Aaa
  -- Prior Rating Date: 11/3/2006
  -- Current Rating: Baa2, on review for possible downgrade

Class Description: EUR 15,000,000 Class A-3b Fixed Rate Notes due
2090

  -- Prior Rating: Aaa
  -- Prior Rating Date: 11/3/2006
  -- Current Rating: Baa3, on review for possible downgrade

Class Description: EUR 21,000,000 Class B House of Europe Funding
V PLC Floating Rate Notes due 2090

  -- Prior Rating: Aa2, on review for possible downgrade
  -- Prior Rating Date: 5/23/2008
  -- Current Rating: B3, on review for possible downgrade

In addition, Moody's also downgraded the ratings on these notes:

Class Description: EUR 21,000,000 Class C House of Europe Funding
V PLC Deferrable Floating Rate Notes due 2090

  -- Prior Rating: Caa1, on review for possible downgrade
  -- Prior Rating Date: 5/23/2008
  -- Current Rating: C

Class Description: EUR 9,000,000 Class D House of Europe Funding V
PLC Deferrable Floating Rate Notes due 2090

  -- Prior Rating: Ca
  -- Prior Rating Date: 5/23/2008
  -- Current Rating: C

Class Description: EUR 4,000,000 Class E1 House of Europe Funding
V PLC Deferrable Floating Rate Notes due 2090

  -- Prior Rating: Ca
  -- Prior Rating Date: 5/23/2008
  -- Current Rating: C

Class Description: EUR 6,000,000 Class E2 House of Europe Funding
V PLC Deferrable Floating Rate Notes due 2090

  -- Prior Rating: Ca
  -- Prior Rating Date: 5/23/2008
  -- Current Rating: C

According to Moody's, these rating actions are as a result of the
deterioration in the credit quality of the transaction's
underlying collateral pool consisting primarily of structured
finance securities.


HOVNANIAN ENTERPRISES: Offers to Exchange $600MM in Secured Notes
-----------------------------------------------------------------
K. Hovnanian Enterprises, Inc. is offering to exchange all
outstanding 11-1/2% Senior Secured Notes due 2013 -- $600,000,000
aggregate principal amount outstanding -- for 11-1/2% Senior
Secured Notes due 2013, which have been registered dated Oct. 6,
2008, under the Securities Act of 1933.  The notes are guaranteed
by Hovnanian Enterprises, Inc.

The exchange notes are being offered to satisfy some of the
company's obligations under the registration rights agreement
entered into in connection with the placement of the outstanding
notes.  The terms of the exchange notes to be issued in the
exchange offer are substantially identical to the outstanding
notes, except that the exchange notes will be freely tradeable.

The exchange offer will expire at 5:00 p.m., New York City Time,
on Nov. 10, 2008, unless extended by the company.

A copy of the exchange offer prospectus is available free of
charge at http://researcharchives.com/t/s?33b7

                  About Hovnanian Enterprises

Hovnanian Enterprises Inc. (NYSE: HOV) -- http://www.khov.com/--     
founded in 1959 by Kevork S. Hovnanian, chairman, is headquartered
in Red Bank, New Jersey.  The company is one of the nation's
largest homebuilders with operations in Arizona, California,
Delaware, Florida, Georgia, Illinois, Kentucky, Maryland,
Michigan, Minnesota, New Jersey, New York, North Carolina, Ohio,
Pennsylvania, South Carolina, Texas, Virginia and West Virginia.

Hovnanian Enterprises, Inc. is a member of the Public Home
Builders Council of America (PHBCA) -- http://www.phbca.org/-- a     
nonprofit group devoted to improving understanding of the business
practices of America's largest publicly-traded home building
companies, the competitive advantages they bring to the home
building market, and their commitment to creating value for their
home buyers and stockholders.  The PHBCA's 14 member companies
build one out of every five homes in the United States.

At April 30, 2008, the company's consolidated balance sheet showed
$3.96 billion in total assets, $3.07 billion in total liabilities,
$38.6 million in minority interest from inventory not owned,
$1.4 million in minority interest from consolidated joint
ventures, and $850.2 million in total stockholders' equity.

                          *     *     *

As reported in the Troubled Company Reporter on June 12, 2008,
Fitch Ratings affirmed Hovnanian Enterprises Inc.'s 'B-' Issuer
Default, 'CCC/RR6' Senior subordinated notes, and 'CCC-/RR6'
Series A perpetual preferred stock ratings.  HOV's Rating Outlook
remains Negative.


HUNTSMAN CORP: Hexion Gets $540MM from Parent to Acquire Firm
-------------------------------------------------------------
Jack Kaskey at Bloomberg News reports that Hexion Specialty
Chemicals Inc. said that its parent company, Apollo Management LP,
contributed $540 million in capital to help complete the takeover
of Huntsman Corp.

As reported in the Troubled Company Reporter on Oct. 6, 2008, the
Delaware Court of Chancery entered judgment in favor of Huntsman,
denying all declarations sought by Apollo and Hexion in their suit
requesting that the Chancery Court excuse Hexion from its
obligation to consummate the pending transaction.  Huntsman
obtained a temporary restraining order to prevent banks from
continuing to interfere and thwart Huntsman's rights under the
Hexion Merger Agreement.  Apollo and Hexion had alleged that
Huntsman was not entitled to a $325 million break up fee and had
suffered a Material Adverse Effect since signing the Merger
Agreement and that a solvency certificate or opinion could not be
provided for the combined Hexion/Huntsman entity at the closing.  
Both allegations were soundly rejected by the Chancery Court.

According to Bloomberg, Charles Elson, director of the John
Weinberg Center for Corporate Governance at the University of
Delaware in Newark, said that Apollo's contribution signals that
Hexion may try to complete the deal.  Citing Hexion, Bloomberg
says that Apollo's contribution addresses financial issues raised
by the court decision.

Hexion said in a statement that it is discussing with Huntsman "a
wide range of matters" and is moving to close the deal, valued at
$28 a share.

Hexion, under the merger agreement and by the court's order, must
prove to lenders Deutsche Bank AG and Credit Suisse Group AG that
the combined company would be solvent, Bloomberg states, citing
Huntsman spokesperson Russ Stolle, who suggested that Hexion could
raise additional capital.

Hexion, according to Bloomberg, said that Apollo will also waive
its $102 million transaction fee for the merger and suspend
monitoring fees payable by Hexion for three years.

Bloomberg relates that Huntsman said it would seek at least
$3 billion in damages once Hexion fails to complete the deal.  
U.S. and European antitrust regulators has approved the merger,
the report says.

                    Annual Meeting Postponed

Huntsman delayed its annual meeting due to pending merger.  
Huntsman, in order to assure compliance with annual meeting
requirements of the New York Stock Exchange, is taking steps to
hold its 2008 annual meeting of stockholders on Nov. 19, 2008.

Peter R. Huntsman, President and CEO of Huntsman, said, "The
annual meeting had been postponed pending completion of the merger
with Hexion, but in light of the delays caused by the litigation
initiated by Hexion, and in order to assure compliance with annual
meeting requirements, we are taking steps to prepare to hold the
annual meeting for 2008.  We, of course, are continuing to seek
consummation of the merger and this announcement nor our planning
an annual meeting has any effect on that."

The exact time and location of the meeting will be included in the
definitive proxy statement, which will be filed with the
Securities and Exchange Commission and sent to stockholders prior
to the meeting.

According to Bloomberg, Trace, the bond-price reporting system of
the Financial Industry Regulatory Authority, said that Hexion's
$625 million of 9.75% bonds due in November 2014 jumped 16.5 cents
to 83.5 cents on the dollar at 11:15 a.m. in New York, after
trading 67 cents on Oct. 8.  Bloomberg states that the bonds
yielded 14%, or 1,108 basis points more than a similar-maturity
U.S. Treasury.  Debt that trades at a spread of 1,000 basis points
or more to Treasuries is considered "distressed," which means that
investors are concerned that the issuer will default.   

                     About Hexion Specialty

Based in Columbus, Ohio, Hexion Specialty Chemicals Inc. --
http://www.hexionchem.com/-- is a producer of thermosetting            
resins, or thermosets.  Thermosets are a critical ingredient in
virtually all paints, coatings, glues and other adhesives produced
for consumer or industrial uses.   Hexion Specialty Chemicals is
controlled by an affiliate of Apollo Management L.P.

Hexion Specialty Chemicals Inc.'s balance sheet at March 31, 2008,
showed  the company had total assets of $4.2 billion and total
liabilities of $5.5 billion, resulting in a shareholders' deficit
of $1.3 billion.

                           About Huntsman

Huntsman Corp. -- http://www.huntsman.com-- is a global   
manufacturer andmarketer of differentiated chemicals.  Its  
operating companies manufacture products for a variety of global
industries, including chemicals, plastics, automotive, aviation,
textiles, footwear, paints and coatings, construction, technology,
agriculture, health care, detergent, personal care, furniture,
appliances and packaging.  Originally known for pioneering
innovations in packaging and, later, for rapid and integrated
growth in petrochemicals, Huntsman today has 13,000 employees and
operates from multiple locations worldwide.  The company had 2007
revenues of approximately $10 billion.

                           *     *     *

As reported by the Troubled Company Reporter on Oct. 3, 2008,
Standard & Poor's Ratings Services said that its ratings on Salt
Lake City, Utah-based Huntsman Corp. and Columbus, Ohio-based
Hexion Specialty Chemicals Inc. remain on CreditWatch with
negative implications, where they were placed on July 5, 2007.  
The initial CreditWatch placement followed the announcement of
Hexion's proposed debt-financed acquisition of Huntsman in a
transaction valued at more than $10 billion, including assumed
debt.
     
This CreditWatch update follows the ruling in the Court of
Chancery of the State of Delaware related to Huntsman's lawsuit
with Hexion and its owner, Apollo Management LLC.  Hexion argued
that the merger is no longer viable based on the proposed highly
leveraged capital structure of the combined company.  Hexion cited
several factors supporting this conclusion, including Huntsman's
increased debt and lower-than-expected earnings, and Hexion's
belief that the lenders will not provide the committed financing
required to complete the transaction as proposed.


INTEGRAL VISION: Messrs. Marxe & Greenhouse Disclose 27.7% Stake
----------------------------------------------------------------
Austin W. Marxe and David M. Greenhouse disclosed in a Securities
and Exchange Commission filing that they may be deemed to
beneficially own 9,672,489 shares of Integral Vision Inc.'s common
stock, representing 27.7% of the shares issued and outstanding.

Based in Wixom, Michigan, Integral Vision Inc. (OTC BB: INVI)
-- http://www.iv-usa.com/-- develops, manufactures and markets     
flat panel display inspection systems to ensure product quality in
the display manufacturing process.

                       Going Concern Doubt

Rehmann Robson, P.C., in Troy, Michigan, expressed substantial
doubt about Integral Vision Inc.'s ability to continue as a going
concern after auditing the company's financial statements for the
year ended Dec. 31, 2007.  The auditing firm reported that the
company is sustaining recurring losses from operations and is
having difficulties in achieving the necessary sales to attain
profitability.

Integral Vision Inc.'s balance sheet at June 30, 2008, showed
$908,000 in total assets and $5,651,000 in total liabilities,
resulting in a $4,743,000 total stockholders' deficit.

At June 30, 2008, the company's balance sheet also showed
strained liquidity with $668,000 in total current assets available
to pay $5,651,000 in total current liabilities.

The company reported a net loss of $649,000 on total revenues of
$470,000 for the second quarter ended June 30, 2008, compared with
a net loss of $866,000 on total revenues of $94,000 in the
corresponding period a year ago.


I/OMAGIC CORP: Daniel Yao Quits from Board of Directors
-------------------------------------------------------
I/OMagic Corp. disclosed in a Securities and Exchange Commission
filing that on Sept. 30, 2008, Daniel Yao resigned as a member of
the company's Board of Directors.

                       Going Concern Doubt

As reported in the Troubled Company Reporter on April 23, 2008,
Swenson Advisors, LLP, in San Diego, Calif., expressed substantial
doubt about I/OMagic Corp.'s ability to continue as a going
concern after auditing the company's consolidated financial
statements for the years ended Dec. 31, 2007, and 2006.  The
auditing firm said that the company has incurred significant
operating losses, has serious liquidity concerns, and may require
additional financing in the foreseeable future.

                       About I/OMagic Corp.

Headquartered in Irvine, California, I/OMagic Corp. (OTC BB: IOMG)
-- http://www.iomagic.com/-- sells data storage products,    
televisions, most of which are high-definition televisions, or
HDTVs, utilizing liquid crystal display, or LCD, technology, and
other consumer electronics products.


I/OMagic Corp.'s consolidated balance sheet at June 30, 2008,
showed $5,330,359 in total assets and $6,400,120 in total
liabilities, resulting in a $1,069,761 stockholders' deficit.

The company's consolidated balance sheet at June 30, 2008, also
showed strained liquidity with $4,814,273 in total current assets
available to pay $6,360,201 in total current liabilities.

The company reported a net loss of $2,171,184 on net sales of
$2,205,033 for the second quarter ended June 30, 2008, compared
with a net loss of $839,599 on net sales of $6,487,868 in the
same period in 2007.


ISCO INTERNATIONAL: To Explore Sale, Other Options for Clarity Biz
------------------------------------------------------------------
ISCO International, Inc. disclosed in a Securities and Exchange
Commission filing that on Oct. 1, 2008, its Board of Directors met
to discuss the current status and future outlook for its wholly
owned subsidiary, Clarity Communication Systems Inc., which
operates the Company's software business.  

Management believes the long-term outlook for the Clarity business
is favorable.  However, based on management's financial
projections, optimal execution of the Clarity business plan will
require additional funding for some period of time.  The Board of
Directors has recognized the current challenging conditions in the
financial and credit markets and the impact of those conditions on
the ability to raise the required funding to execute the business
plan.  Given these conditions, the Board of Directors has directed
management to actively pursue the sale of, or other partnership or
strategic options for, this business unit.

                       Going Concern Doubt

As reported in the Troubled Company Reporter on April 18, 2008,
Grant Thornton LLP, in Chicago, expressed substantial doubt about
ISCO International Inc.'s ability to continue as a going concern
after auditing the company's consolidated financial statements for
the years ended Dec. 31, 2007, and 2006.

The auditing firm reported that the company incurred a net loss of
approximately $6.4 million during the year ended Dec. 31, 2007,
and, as of that date, the company's accumulated deficit was
approximately $171.0 million.  The auditing firm also said that
the company has consistently used, rather than provided, cash in
its operations.

ISCO International Inc. reported a consolidated net loss of
$2.3 million for the second quarter ended June 30, 2008, versus a
consolidated net loss of $832,039 during the same period of 2007.

ISCO reported consolidated net revenues of $2.5 million for the
quarter ended June 30, 2008, versus $3.4 million during the
comparable period of 2007.  All 2008 figures include the addition
of Clarity Communication Systems Inc., which was acquired by ISCO
on Jan. 3, 2008.  

At June 30, 2008, the company's consolidated balance sheet showed
$28.2 million in total assets, $21.7 million in total liabilities,
and $6.5 million in shareholders' equity.

                     About ISCO International

Headquartered in Elk Grove Village, Ill., ISCO International Inc.
(AMEX: ISO) -- http://www.iscointl.com/-- is a supplier of RF    
management and interference-control solutions for the wireless
telecommunications industry.


JEFFERSON COUNTY: Gets Another Bank Reprieve From Bond Crisis
-------------------------------------------------------------
William Selway of Bloomberg News reports that by a vote of 3-2,
Jefferson County, Alabama's elected commission approved extending
until Oct. 31, 2008, an agreement with JPMorgan Chase & Co. and
other creditors that allows Jefferson County to postpone interest
payments that would have been due.  The report says the agreement
allows the county to avoid making full payments on its
$3.2 billion of bond debts as it seeks a way to avert bankruptcy.  
Since borrowing costs soared early this year, the county has
relied on such agreements to buy time to refinance its debts,
according to the report.

JPMorgan, the county's bond insurers and other creditors have
agreed to reduce the county's debts on its bonds and related
interest-rate swaps by about $1 billion, officials say, as long
as the county backs its refinanced debt with higher sewer rates
and a portion of the sales tax money that is now collected for
schools, according to the report.  The use of the sales tax
requires the approval of the Legislature, which has yet to support
it, according to the report.

                     About Jefferson County

Jefferson County has its seat in Birmingham.  It has a population
of 660,000.  It ended its 2006 fiscal year with a $42.6 million
general fund balance, according to Standard & Poor's.  The
Birmingham firm of Bradley Arant Rose & White, represents
Jefferson County.  Porter, White & Co. in Birmingham is the
county's financial adviser.  A bankruptcy by Jefferson County
stands to be the largest municipal bankruptcy in U.S. history.  It
could beat the record of $1.7 billion, set by Orange County,
California in 1994.

                          *     *     *

As reported by the Troubled Company Reporter on June 10, 2008,
Standard & Poor's Ratings Services' ratings on Jefferson County,
Ala.'s series 1997A, series 2001A, series 2003 B-1-A through 2003
B-1-E, and series 2003 C-1 through 2003 C-10 sewer system revenue
bonds ('CCC' underlying rating [SPUR]) remain on CreditWatch with
developing implications.

As reported by the TCR on July 22, 2008, Moody's Investors
Service's continues to review the Caa3 rating on Jefferson
County's (AL) $3.2 billion in outstanding sewer revenue
warrants for possible downgrade.


JHT HOLDINGS: Court Approves Second Amended Chapter 11 Plan
-----------------------------------------------------------
The Hon. Brendan L. Shannon of the United States Bankruptcy Court
for the District of Delaware confirmed a second amended joint
Chapter 11 plan of reorganization filed by JHT Holdings Inc. and
its debtor-affiliates on Oct. 6, 2008.  Judge Shannon held that
the amended plan met the requirements under Section 1129 of the
United States Bankruptcy Code.

The amended plan is expected to become effective by Oct. 22, 2008.

All final request for allowance and compensation of professionals
fees must be filed no later than 45 days after the amended plan's
effective date.

The Debtors state that the plan maximizes their value and that
any alternative to confirmation of the plan, such as liquidation
or an alternative plan, would result in significant delays,
litigation and additional costs.

Jeffrey L. Pirrung, senior vice president of Administar Services
Group LLC, disclosed the results of the voting and tabulation of
the ballots for the Debtors' plan:

A. Class 2 prepetition facility claims

                        Accept         Reject
                        ------         ------
   Count                38             0  
   Total Ballot Amount  $47,636,557    $0

B. Class 5 general unsecured claims

                        Accept         Reject
                        ------         ------
   Count                55             7
   Total Ballot Amount  $313,495       $15,911,571

Air Components & Systems Ltd., RD Holder Oil Co. Inc., Latch
Machinery, Accurate Auto Carriers Inc., Liberty Mutual Insurance
Company, Brown Hill & Ritter, and Key Equipment Finance rejected
the Debtors' plan.  In a complaint filed with the Court, Liberty
Mutual said that the Debtors' plan is defective, which plan is an
attempt to preserve certain equity rights, insulate insiders and
key groups from liability, and temporarily prop up the Debtors'
balance sheet at the expense of certain creditors.

Liberty Mutual holds $15.9 million in prepetition claims arising
from unpaid premiums due from the Debtors under its compensation,
general liability and auto insurance coverage from Oct. 1, 2004,
to Sept. 30, 2007, and $7.2 million in administrative claims for
retro-premium obligations arising under the current year's policy
from Oct. 1, 2007, to Sept. 30, 2008.

Accordingly, the Debtors and Liberty Mutual entered into an
agreement to comprise and settle certain claims.  Under the
agreement, Liberty Mutual will be paid (i) $2.1 million in
administrative claims after the plan's effective date, and (ii)
$15.9 million in unsecured claims.  In turn, all other claims
asserted by Liberty Mutual will be disallowed.

                       Overview of the Plan

The amended plan contains certain agreements and compromises
between the Debtors, the prepetition lenders, and the Official
Committee of Unsecured Creditors that contemplates:

  -- the payment in full, in cash, of all allowed prepetition
     advances claims, DIP facility claims, administrative and
     priority claims;

  -- the exchange of the prepetition lenders' secured claims for:

      i) the exit second-lien loan in the principal amount of
         $60,000,000; and

     ii) 70% of the new stock of reorganized holdings;

  -- the payment of a distribution to the holders of allowed
     Class 5 general unsecured claims in the aggregate amount of
     $1,350,000, less certain fees and expense, pursuant to a
     settlement agreement;

  -- the reinstatement of intercompany claims and interests; and

  -- the discharge of all other claims without recovery, and
     cancellation of all other equity interests.

                  Settlements With The Committee
                     and Prepetition Lenders

The salient terms of the settlement entered among the Debtors,
prepetition lenders and the Committee includes, among other
things:

A. Distribution to general unsecured creditors

   The plan requires the prepetition lenders and the Debtors to
   establish a settlement fund in the amount of $1,350,000 from
   the prepetitition lenders' collateral, to be held by the
   reorganized Debtors for the benefit of the general unsecured
   creditors and, upon the allowance of the claims, distributed
   to general unsecured creditors.

B. Committee's professionals

   The Debtors and the prepetiton lenders agreed to pay fees and
   expenses for the Committee's professionals as may be approved
   by the Court for the period from formation of the Committee
   on July 8, 2008, until Aug. 29, 2008.  In addition, fees and
   expenses of the Committee's professionals will be paid out of
   the settlement fund.

C. Avoidance claims

   The Debtors' estates agreed to waive all potential avoidance
   claims under Chapter 5 of the Bankruptcy Code.

D. Lien challenges

   The Committee agreed to terminate the period provided in the
   final DIP order for it to challenge the validity, extent of
   priority of the prepetition lenders' liens, among other
   things.

E. No deficiency claim

   The prepetition lenders agreed to waive their $65,000,000
   unsecured deficiency claim under Section 506(a)(1) of the
   Bankruptcy Code.

F. Mutual releases

   The Debtors, the prepetition lenders and the Committee agreed
   to exchange certain releases under the plan.

                  Debtor-in-Possession Financing

Prior to their bankruptcy filing, the Debtors entered into a
lockup agreement with their prepetition lenders on June 23, 2008.  
The lockup agreement includes, among other things:

   -- terms for the proposed first-lien exit revolving lien with a
      maximum commitment of $35,000,000 and second-lien exit term
      loan in the principal amount of $60,000,000;

   -- a fully-negotiated senior secured debtors-in-possession
      credit agreement with availability of up to:

        i) $22,000,000, on interim basis, and

       ii) $25,000,000, on final basis;

   -- terms for the new stock to be issued by the reorganized
      holdings; and

   -- certain corporate governance terms including voting rights
      and the composition of the initial board of directors of the
      reorganized holdings.

The amended plan classifies interests against and liens in the
Debtors in nine classes.  The classification of interests and
claims are:

                 Treatment of Interests and Claims

                                                     Estimated
              Type                      Estimated    Recovery
Class         of Claims      Treatment  Amount       Ch.11  Ch.7        
-----         ---------      ---------  ---------    -----  ----
unclassified  administrative            $15,000,000  100%   100%
              claims

unclassified  priority taxes            $200,000     100%   100%     
              (other than
               IFTA)

unclassified  IFTA priority             $1,000,000   100%   100%
              taxes

unclassified  DIP facility              $14,000,000  100%   100%
              claims

1             prepetition    unimpaired $1,200,000   100%   100%  
              advance
              claims

2             prepetition    impaired   $133,000,000 50%    13.6%
              facilities
              claims

3             other secured  unimpaired $0           100%   100%   
              claims

4             other          unimpaired $0           100%   100%
              priority
              claims

5             general        impaired   $30,000,000  4.5%   0%
              unsecured
              claims

6             intercompany   unimpaired reinstated          0%
              claims

7             ESOP Put       impaired   no            0%    0%
              claims                    distribution

8             intercompany   unimpaired reinstated          0%
              interests

9             equity         impaired   no            0%    0%
              interests                 distribution

Under the amended plan, Classes 2 and 5 are entitled to vote to
accept or reject.

Holders of Class 1 prepetition advance claims will be paid in
full, in cash, on the distribution date.

Each holders of Class 2 prepetition facilities claims will
receive a pro rata share of (i) the exit second-lien loan; and
(ii) 70% of the new common stock of the Debtors.  In addition,
each exit revolving lender will receive a pro rata share of the
remaining 30% of new common stock.

At the Debtors' discretion, holders of Class 3 other secured
claims will recover its collateral or, to the extend possible,
have its claims cured and reinstated.

Holders of class 4 other priority claims are expected to receive,
either (i) a payment in full in cash on the distribution date;
(ii) a payment in full in cash in accordance with the terms of
any agreement with the Debtors; or (iii) other treatment as to
which it may agree with the Debtors.

Each holder of class 5 general unsecured claims will receive a
pro rata share of the settlement fund of $1,350,000 -- net of
fees and expenses of the Committee's professionals approved by
the Court for the period from Aug. 30, 2008, to the plan's
effective date.

Class 6 and 8 will be reinstated while Class 7 and 9 claims will
be canceled under the plan.

A full-text copy of the Debtors' Second Amended Joint Chapter 11
Plan of Reorganization is available for free at:

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

A full-text copy of the Debtors' Blacklined Second Amended Joint
Chapter 11 Plan of Reorganization is available for free at:

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

A full-text copy of the Debtors' Second Amended Disclosure
Statement is available for free at:

               http://ResearchArchives.com/t/s?33c0

A full-text copy of Administar Services LLC's solicitation and
tabulation results is available for free at:

               http://ResearchArchives.com/t/s?33c0

                       About JHT Holdings

Headquartered in Kenosha, Wisconsin, JHT Holdings Inc. --
http://www.jhtholdings.com/-- and its affiliates provide over-
the-road transportation of various types of motor vehicles,
including commercial trucks and cars.

The Debtors have non-debtor foreign affiliates in Canada and
Mexico.  Another Mexican affiliate, Mexicana Logistics, S.A. de
C.V. is owned 50% by JHT Holdings and 50% by Gustavo Vildosola, a
Mexican national with no connection to the Debtors.

JHT Acquisition Corp. owns all of the outstanding stock of JHT
Holdings.  JHT Acquisition is a holding company owned by a group
of investors, MTGLQ Investors, L.P., D.B. Zwirn Special
Opportunities Fund, L.P., ZM Private Equity Fund I, Spectrum
Investment Partners, L.P. and Stonehouse Investment Company LLC.

The company and 16 of its affiliates filed for chapter 11
protection on June 24, 2008 (Bankr. D. Del. Lead Case No.
08-11267).  David B. Stratton, Esq., and Evelyn J. Meltzer, Esq.,
at Pepper Hamilton, LLP, represent the Debtors in their
restructuring efforts.  The U.S. Trustee has appointed members to
the Official Committee of Unsecured Creditors to serve in this
case.  Pachulski Stang Ziehl & Jones LLP represents the Creditors'
Committee.  When the Debtors filed for protection from their
creditors, they listed assets and debts of between $100 million
and $500 million.


JP MORGAN: Moody's Junks Rating on $2.5MM Class P Certificates
--------------------------------------------------------------
Moody's Investors Service upgraded the ratings of five rake
classes, downgraded two pooled classes and affirmed 16 pooled
classes of J.P. Morgan Chase Commercial Mortgage Securities Corp.,
Commercial Mortgage Pass-Through Certificates, Series 2004-C2 as:

  -- Class A-1, $48,565,956, affirmed at Aaa
  -- Class A-2, $100,000,000, affirmed at Aaa
  -- Class A-3, $431,388,000, affirmed at Aaa
  -- Class A-1A, $258,411,129, affirmed at Aaa
  -- Class X, Notional, affirmed at Aaa
  -- Class B, $24,581,000, affirmed at Aa2
  -- Class C, $10,350,000, affirmed at Aa3
  -- Class D, $24,580,000, affirmed at A2
  -- Class E, $9,056,000, affirmed at A3
  -- Class F, $11,644,000, affirmed at Baa1
  -- Class G, $7,762,000, affirmed at Baa2
  -- Class H, $11,643,000, affirmed at Baa3
  -- Class J, $6,469,000, affirmed at Ba1
  -- Class K, $5,175,000, affirmed at Ba2
  -- Class L, $2,587,000, affirmed at Ba3
  -- Class M, $3,881,000, affirmed at B1
  -- Class N, $2,588,000, downgraded to B3 from B2
  -- Class P, $2,587,000, downgraded to Caa1 from B3
  -- Class RP-1, $5,584,562, upgraded to A1 from A2
  -- Class RP-2, $4,332,850, upgraded to A2 from A3
  -- Class RP-3, $4,573,564, upgraded to A3 from Baa1
  -- Class RP-4, $4,959,706, upgraded to Baa1 from Baa2
  -- Class RP-5, $7,510,274, upgraded to Baa2 from Baa3

Moody's upgraded Classes RP-1, RP-2, RP-3, RP-4 and RP-5 due to
the improved performance of Republic Plaza, which is the
collateral for these non-pooled rake classes.  The downgrade of
Classes N and P is due to realized and estimated losses from
specially serviced loans and increased dispersion.

As of the September 15, 2008 distribution date, the transaction's
aggregate certificate balance has decreased by approximately 5.7%
to $1.0 billion from $1.1 billion at securitization.  The
Certificates are collateralized by 128 mortgage loans ranging in
size from less than 1.0% to 12.9% of the pool, with the top 10
loans representing 49.0% of the pool.  The pool includes three
loans, representing 25.1% of the pool, with investment grade
underlying ratings.  Thirteen loans, representing 8.4% of the pool
balance, have defeased and are collateralized by U.S. Government
securities.

Three loans have been liquidated from the pool, resulting in an
aggregate loss of approximately $500,000.  Currently one loan,
representing less than 1.0% of the pool, is in special servicing.  
Moody's is estimating a $1.5 million loss from this specially
serviced loan.  Twenty four loans, representing 12.2% of the pool,
are on the master servicer's watchlist.  The watchlist includes
loans which meet certain portfolio review guidelines established
as part of the Commercial Mortgage Securities Association's
monthly reporting package.

As part of Moody's ongoing monitoring of a transaction, Moody's
reviews the watchlist to assess which loans have material issues
that could impact performance.  Moody's is concerned about two
loans, representing 2.9% of the pool, that are currently on the
watch list due to debt service coverage ratios below 1.0x.  Both
loans are secured by multifamily properties located in Texas that
have experienced occupancy declines and operating expense
increases.

Moody's was provided with year-end 2007 and partial year 2008
operating results for approximately 98.4% and 34.8%, respectively,
of the pool.  Moody's loan to value ratio for the conduit
component is 87.4% compared to 88.5% at Moody's prior full review
in January 2007 and 91.2% at securitization.  Although the overall
pool performance has been stable, the pool has experienced
increased LTV dispersion since securitization.  Based on Moody's
analysis, 5.2% of the pool has a LTV in excess of 120.0% compared
to 2.2% at last review and 0.0% at securitization.

The largest loan with an underlying rating is the Somerset
Collection Loan ($125.5 million - 12.9%), which is a 50.0% pari
passu interest in a $251.0 million first mortgage loan.  The loan
is secured by the borrower's interest in a 1.4 million square foot
regional mall located in Troy, Michigan.  The mall is the dominant
mall in its trade area and is anchored by Macy's, Nordstrom, Saks
Fifth Avenue and Neiman Marcus.  The in-line space was 97.5%
occupied as of June 2008, essentially the same as at last review.  
Performance has improved due to increased rental revenues.  The
loan is interest only for its entire 10-year term.  Moody's
current underlying rating is A1 compared to A2 at last review.

The second loan with an underlying rating is the Republic Plaza
Loan ($103.0 million -- 10.6%), which represents the pooled
portion of a $133.7 million first mortgage loan.  The non-pooled
portion ($27.0 million) is in the trust and supports non-pooled
Classes RP-1, RP-2, RP-3, RP-4 and RP-5.  The loan is secured by a
1.3 million square foot Class A office building located in
downtown Denver, Colorado.  The property was 97.8% occupied as of
December 2007 compared to 86.0% at last review and 79.9% at
securitization.  The largest tenants include Teacher's Insurance
and Annuity Association of America (25.0% NRA; lease expiration
December 2008) and Duke Energy Field Services (9.2% NRA; lease
expiration May 2016).  

Teacher's is vacating its premises at the expiration of its lease,
but its space has already been leased to Encana Oil and Gas
through April 2019.  Performance has improved due to increased
occupancy and amortization.  Moody's current underlying rating of
the pooled portion of the loan is Aa3 compared to A1 at last
review.

The third loan with an underlying rating is the Amerige Heights
Town Center Loan ($16.5 million -- 1.7%), which is secured by a
97,000 square foot community shopping center located in Fullerton,
California.  The property was 100.0% occupied as of March 2008
compared to 97.9% at last review.  The property is anchored by
Albertsons (59.5% GLA; lease expiration April 2027) and is part of
a larger retail center that is anchored by Target, Ross, Linen-n-
Things and Old Navy.  The loan matures in December 2008.  Moody's
current underlying rating is Baa3, the same as at last review.

The top three conduit loans represent 16.6% of the outstanding
pool balance. The largest conduit loan is the Hometown America
Portfolio VII Loan ($94.9 million -- 9.7%), which is secured by 13
manufactured housing communities located in Florida (5), Michigan
(4), Massachusetts, New Jersey, Colorado and Illinois.  The
portfolio totals 3,900 pads.  The portfolio was 95.0% leased as of
December 2007, the same as last review.  Moody's LTV is 80.1%
compared to 82.5% at last review.

The second largest conduit loan is the Robert Duncan Plaza Loan
($41.5 million -- 4.3%), which is secured by a 322,600 square foot
Class A office building located in downtown Portland, Oregon.  The
anchor tenant is the GSA, which leases 96.6% of the premises under
several leases expiring in September 2011.  The property was
100.0% leased as of December 2007 compared to 98.4% at last
review.  Moody's LTV is 82.5% compared to 78.5% at last review.

The third largest conduit loan is the Shoppes at English Village
Loan ($25.6 million -- 2.6%), which is secured by a 103,000 square
foot lifestyle retail center located approximately 30 miles
northwest of downtown Philadelphia in North Wales, Pennsylvania.  
The center was 92.5% occupied at of March 2008 compared to 98.5%
at last review and 96.2% at securitization.  The largest tenants
are Talbots (10.5% GLA; lease expiration January 2016), Iron Hill
Brewery & Restaurant (8.7% GLA; lease expiration November 2014)
and Banana Republic (6.7% GLA; lease expiration October 2013).  
Performance has declined due to decreased occupancy and increased
operating expenses.  The decline in performance has been partially
offset by amortization.  The loan has amortized 6.1% since
securitization.  Moody's LTV is 92.3% compared to 92.1% at last
review.

Moody's periodically completes full reviews in addition to
monitoring transactions on a monthly basis.  Moody's prior full
review is summarized in a press release dated January 5, 2007.

Moody's has published rating methodologies outlining its  
analytical approach to surveillance and its approach to rating
conduit and fusion transactions.  In addition, Moody's has
published numerous articles outlining its ratings approach to the
various property types customarily deposited within these
transactions along with other articles on credit issues unique to
CMBS.  The major rating methodologies employed in analyzing this
transaction include:

CMBS: Moody's Approach to Surveillance, September 30, 2002 -- this
paper provides an overview of Moody's surveillance philosophy, an
indication of what prompts a conduit review, how conduit and large
loan monitoring is performed, and what its objectives are with
respect to post-closing requests and servicer reviews;

CMBS: Moody's Approach to Rating U.S. Conduit Transactions,
September 15, 2000 -- this paper provides an overview of rating
methodology and process with details on property level analysis,
loan level analysis, legal and structural characteristics, and
portfolio characteristics with supplementary information on legal
issues, a research summary, helpful information for commercial
real estate transactions, capitalization rates, and guidelines for
capital reserves; and

US CMBS: Moody's Approach to Rating Fusion Transactions, April 19,
2005 -- this paper discusses the key ratings factors for fusion
deals (large loan credit quality, composition and correlation of
the large loan pool, and conduit diversity), value drivers for
office and retail properties, valuation and cap rate issues,
property type volatility, Moody's large loan tranching
methodology, and an assessment of subordination levels.


JP MORGAN: Moody's Junks $7,197,000 Class N Certificates' Rating
----------------------------------------------------------------
Moody's Investors Service downgraded the ratings of four classes
and affirmed 18 classes of J.P. Morgan Chase Commercial Mortgage
Securities Corp., Commercial Mortgage Pass-Through Certificates,
Series 2005-LDP1 as:

  -- Class A-1, $13,863,580, affirmed at Aaa
  -- Class A-2, $994,485,000, affirmed at Aaa
  -- Class A-3, $157,523,000, affirmed at Aaa
  -- Class A-4, $601,541,000, affirmed at Aaa
  -- Class A-SB, $119,936,000, affirmed at Aaa
  -- Class A-1A, $318,368,100, affirmed at Aaa
  -- Class A-J, $94,303,000, affirmed at Aaa
  -- Class A-JFL, $100,000,000, affirmed at Aaa
  -- Class X-1, Notional, affirmed at Aaa
  -- Class X-2, Notional, affirmed at Aaa
  -- Class B, $68,366,000, affirmed at Aa2
  -- Class C, $25,187,000, affirmed at Aa3
  -- Class D, $53,973,000, affirmed at A2
  -- Class E, $28,786,000, affirmed at A3
  -- Class F, $46,776,000, affirmed at Baa1
  -- Class G, $28,786,000, affirmed at Baa2
  -- Class H, $32,384,000, affirmed at Baa3
  -- Class J, $10,794,000, affirmed at Ba1
  -- Class K, $14,393,000, downgraded to Ba3 from Ba2
  -- Class L, $10,795,000, downgraded to B2 from Ba3
  -- Class M, $7,196,000, downgraded to B3 from B1
  -- Class N, $7,197,000, downgraded to Caa1 from B2

Moody's downgraded Classes K, L, M and N due to realized losses
from specially serviced loans and increased dispersion.

As of the September 15, 2008 distribution date, the transaction's
aggregate certificate balance has decreased by approximately 4.0%
to $2.76 billion from $2.88 billion at securitization.  The
Certificates are collateralized by 228 mortgage loans ranging in
size from less than 1.0% to 7.6% of the pool, with the top 10
loans representing 39.4% of the pool.  The pool includes two loans
with investment grade underlying ratings, representing 8.6% of the
outstanding loan balance.  Twenty loans, representing 9.7% of the
pool, have defeased and are collateralized by U.S. Government
securities.

Four loans were liquidated in July 2008, resulting in an aggregate
$19.3 million loss.  Currently two loans, representing less than
1.0% of the pool, are in special servicing.  Moody's is projecting
a $2.4 million aggregate loss for the specially serviced loans.  
Twenty loans, representing 13.7% of the pool, are on the master
servicer's watchlist.  The watchlist includes loans which meet
certain portfolio review guidelines established as part of the
Commercial Mortgage Securities Association's monthly reporting
package.  As part of Moody's ongoing monitoring of a transaction,
Moody's reviews the watchlist to assess which loans have material
issues that could impact performance.

Moody's was provided with full-year 2007 operating results for
80.2% of the pool.  Moody's average weighted loan to value ratio
for the conduit component is 92.1% compared to 94.2% at Moody's
prior full review in May 2007 and 94.6% at securitization.  
Although the weighted average LTV has declined since
securitization, the pool is experiencing increased LTV dispersion.
Based on Moody's analysis, 29.4% of the conduit pool has an LTV
greater than 100.0% compared to 26.1% at last review and 27.0% at
securitization.

The largest loan with an underlying rating is the Woodbridge
Center Loan ($210.4 million -- 7.6%), which is secured by the
borrower's interest in a 1.6 million square foot (557,000 square
feet of collateral) regional mall located in Woodbridge, New
Jersey.  The mall is anchored by Sears, Macy's, Lord & Taylor,
J.C. Penney, Fortunoff and Dick's Sporting Goods.  The in-line
stores were 97.7% leased as of March 2008 compared to 91.6% at
last review.  The loan sponsor is General Growth Properties, Inc.
The loan has amortized 6.1% since securitization.  Moody's current
underlying rating is A3 compared to Baa1 at last review.

The second loan with an underlying rating is the Harbor Court Loan
($27.5 million -- 1.0%), which is secured by the leased fee
interest in land beneath a 31-story mixed-use project located in
Honolulu, Hawaii.  The improvements consist of a 202,000 square
foot office building, 120 residential condominium units and a
1,046-space parking structure.  The loan is interest only for its
entire term. Moody's current underlying rating is Baa3, the same
as at securitization.

The three largest conduit exposures represent 16.0% of the pool.   
The largest conduit loan is the One River Place Apartments Loan
($195.7 million - 7.1%), which is secured by a 921-unit Class A
multifamily property located in New York City.  The property also
includes 42,000 square feet of ground floor retail space.  The
property was 95.0% occupied as of December 2007 compared to 98.7%
at last review.  Although rental revenues have increased since
securitization, the property's financial performance has been
impacted by increased operating expenses, especially real estate
taxes. Moody's LTV is 91.1%, the same as at last review.

The second largest conduit loan is the Pier 39 Loan
($151.3 million - 5.5%), which is secured by the leasehold
interest in a 242,300 square foot specialty shopping center
located in the Fisherman's Wharf area in San Francisco,
California.  The property was 92.0% leased as of March 2008
compared to 98.1% at last review.  Performance has declined since
securitization due to increased operating expenses and ground rent
payments.  Moody's LTV is 105.6% compared to 102.0% at last
review.

The third largest conduit loan is the Westbury Plaza Loan
($93.6 million -- 3.4%), which is secured by a 399,000 square foot
retail center located in Westbury, New York.  The property has
been 100.0% occupied since securitization. The largest tenants
include Costco (37.2% of GLA, lease expiration August 2014), Wal-
Mart (27.6%, lease expiration April 2013) and Marshall's (11.5%;
lease expiration January 2009).  The loan is interest only for the
entire term. Moody's LTV is 105.5%, the same as at last review.

Moody's periodically completes full reviews in addition to
monitoring transactions on a monthly basis.  Moody's prior full
review is summarized in a press release dated May 8, 2007.

Moody's has published rating methodologies outlining its
analytical approach to surveillance and its approach to rating
conduit and fusion transactions.  In addition, Moody's has
published numerous articles outlining its ratings approach to the
various property types customarily deposited within these
transactions along with other articles on credit issues unique to
CMBS.  The major rating methodologies employed in analyzing this
transaction include:

CMBS: Moody's Approach to Surveillance, September 30, 2002 -- this
paper provides an overview of Moody's surveillance philosophy, an
indication of what prompts a conduit review, how conduit and large
loan monitoring is performed, and what its objectives are with
respect to post-closing requests and servicer reviews;

CMBS: Moody's Approach to Rating U.S. Conduit Transactions,
September 15, 2000 -- this paper provides an overview of rating
methodology and process with details on property level analysis,
loan level analysis, legal and structural characteristics, and
portfolio characteristics with supplementary information on legal
issues, a research summary, helpful information for commercial
real estate transactions, capitalization rates, and guidelines for
capital reserves; and

US CMBS: Moody's Approach to Rating Fusion Transactions, April 19,
2005 -- this paper discusses the key ratings factors for fusion
deals, value drivers for office and retail properties, valuation
and cap rate issues, property type volatility, Moody's large loan
tranching methodology, and an assessment of subordination levels.


KEVIN MCKENNA: Case Summary & 19 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Kevin Sloan McKenna
        Sherie Kathleen McKenna
        19301 NW 8th Street
        Pembroke Pines, FL 33029

Bankruptcy Case No.: 08-24931

Chapter 11 Petition Date: October 9, 2008

Court: Southern District of Florida (Fort Lauderdale)

Judge: John K. Olson

Debtor's Counsel: John A. Moffa, Esq.
                  trusteeattorney@gmail.com
                  7771 W. Oakland Park Blvd., #141
                  Sunrise, FL 33351
                  Tel: (954) 634-4733
                  Fax: (954) 634-4741

Total Assets: $2,986,561

Total Debts: $2,068,207

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

             http://bankrupt.com/misc/flsb08-24931.pdf


LANDMARK II: S&P Cuts Class D Notes' Rating to 'CCC'
----------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on the
class C and D notes issued by Landmark II CDO Ltd., an arbitrage
high-yield collateralized loan obligation transaction managed by
Aladdin Capital Management LLC.  The class C and D note ratings
remain on CreditWatch with negative implications.  Concurrently,
S&P affirmed its ratings on the class A and B notes.

The downgrades reflect a decline in par value caused by the sale
of long-dated assets that the transaction was carrying in its
portfolio.  Until the month of August 2008, the transaction
carried approximately $80 million in assets (more than 42% of the
total collateral) with maturity dates that were later than the
maturity date of the transaction, thus exposing the transaction
to potential market value risks.  The transaction has since sold
more than 75% of its long-dated securities, worth more than
$59.67 million in par, netting $51.93 million in proceeds.

The transaction's loss of about $7.6 million in par value, along
with the deprivation of potential excess spread from the long-
dated securities that were sold, has eroded the credit support
available to the class C and D notes, leading to the downgrades of
these tranches.  Additionally, the acknowledgement of long-dated
assets in the portfolio caused the transaction to fail all of its
par coverage tests during the September payment period, resulting
in the deferment of interest to the class C and D notes.

The ratings assigned to the class B and class C notes remain on
CreditWatch negative pending the liquidation of the remaining
long-dated assets.  Standard & Poor's will continue to monitor the
performance of the transaction to ensure that the ratings continue
to reflect the credit quality of the obligors within the
collateral pool and that the credit enhancement available is
sufficient to support the rated notes.

       Ratings Lowered and Remaining on Creditwatch Negative
   
Landmark II CDO Ltd.
              Rating                        Balance ($ mil.)
              ------                        ----------------
Class   To             From               Current     Previous
-----   --             ----               -------     --------
C       B/Watch Neg    BBB-/Watch Neg       24.32        24.00
D       CCC/Watch Neg  B/Watch Neg           6.15         6.00

                          Ratings Affirmed

Landmark II CDO Ltd.
Class       Rating   Balance ($ mil.)
-----       ------   ----------------
A           AAA                130.51
B           AA                  12.00


LEAR CORPORATION: Reduces 2008 Sales Outlook by $1,000,000,000
--------------------------------------------------------------
Lear Corp. disclosed that as a result of deteriorating and
volatile industry and general economic conditions, it is reducing
its full-year 2008 sales outlook from $15 billion to approximately
$14 billion and now sees income before interest, other expense,
income taxes, restructuring costs and other special items down
about 20% from the previous guidance of $550 million to
$600 million provided on July 29, 2008, based on current
production estimates.  Even with the lower sales and earnings
forecast, Lear expects to generate positive free cash flow for the
year.

Rapidly declining North American vehicle sales and production
generally, combined with a major shift in product mix to smaller
passenger vehicles in the U.S., as well as slowing sales and lower
production in Europe are the major factors impacting the company's
financial outlook for the remainder of 2008.

"Lear has been very pro-active in restructuring global operations
and taking steps to maintain a strong liquidity position," said
Bob Rossiter, Lear's chairman, chief executive officer and
president.  "As conditions have deteriorated, we have aggressively
responded by taking actions to reduce our cost structure.  As a
result, we expect to generate positive free cash flow for the
year.  However, like all automotive suppliers, we are being
adversely impacted by lower production volumes."

Based in Southfield, Michigan, Lear Corporation (NYSE: LEA) --
http://www.lear.com/-- supplies automotive seating systems,     
electrical distribution systems and electronic products.  Lear's
world-class products are designed, engineered and manufactured by
a diverse team of more than 90,000 employees at 236 facilities in
33 countries.  Lear's headquarters are in Southfield, Michigan.

                          *     *     *

As reported in the Troubled Company Reporter on Sept. 30, 2008,
Standard & Poor's Ratings Services has raised its issue-level
rating on Lear Corp.'s $1 billion senior secured term loan
facility ($988 million outstanding) to 'BB' from 'BB-' and revised
the recovery rating to '1' from '2'.  In addition, S&P lowered its
issue-level ratings on Lear's senior unsecured notes to 'B' from
'B+' and revised the recovery rating to '5' from '4', indicating
the expectation of modest recovery in the event of a payment
default.


LINDALE PRIME: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Lindale Prime Land Source, L.P.
        P.O. Box 1390
        Lindale, TX 75771

Bankruptcy Case No.: 08-60939

Type of Business: The Debtor is into real estate business.

Chapter 11 Petition Date: October 7, 2008

Court: Eastern District of Texas (Tyler)

Judge: Bill Parker

Debtor's Counsel: Jim Echols, Esq.
                  Saunders, Schmidt, Echols, Ring & Heck, P.C
                  jmechols.bkr@att.net
                  202 W. Erwin Suite 200
                  P.O. Box 240
                  Tyler, TX 75710
                  Tel: (903) 595-3791

Estimated Assets: $1 million to $10 million

Estimated Debts:  $1 million to $10 million

The Debtor did not file a list of its 20 Largest Unsecured
Creditors.


LUMINENT MORTGAGE: Wants To Be Declared As Arco Loan-Compliant
--------------------------------------------------------------
Dawn McCarty of Bloomberg News reports that Luminent Mortgage
Capital, Inc., and its debtor-affiliates asked the U.S. Bankruptcy
Court for the District of Maryland to declare them as in
compliance with a loan agreement with Arco Capital Corp. in an
expedited hearing.

The Debtors told the Court, according to the report, that Arco
sent default notices on Oct 3. and 6 advising that they hadn't
complied with the financing agreement.

BankruptcyData.com reported Thursday that the Bankruptcy Court  
issued a final order approving Luminent Mortgage's emergency
motion to reconsider the Court's earlier order denying the
Debtors' request to obtain postpetition, secured, super-priority
financing from Arco.

On September 10, 2008, the Bankruptcy Court authorized the
Debtors, on an interim basis, to enter into the Arco DIP Facility
and access $400,000 under the Facility.  The Facility provides for
loans of up to $3.2 million to fund postpetition operations and
certain reorganization expenses.  Loans under the Facility bear an
interest rate of LIBOR plus 2% per annum and the maturity date of
the Facility is the earlier of the effective date of a confirmed
plan of reorganization, January 31, 2009, or the termination of
the commitment by Arco to make loans upon the occurance of an
event of default or the acceleration of the outstanding
obligations.

The Facility is subject to additional terms and conditions,
including the adherence to an operating budget, and can be
terminated at any time due to an event of default as specified in
the Facility at which time all loans plus accrued interest would
become immediately due and payable. Repayment of the loan is
collateralized by a security interest in property owned by the
Debtors or certain of their subsidiaries.

                    About Luminent Mortgage

Luminent Mortgage Capital, Inc. (OTCBB: LUMCE) is a real estate
investment trust, or REIT, which, together with its subsidiaries,
has historically invested in two core mortgage investment
strategies. Under its Residential Mortgage Credit strategy, the
Company invests in mortgage loans purchased from selected high-
quality providers within certain established criteria as well as
subordinated mortgage-backed securities and other asset-backed
securities that have credit ratings below AAA.  Under its Spread
strategy, the Company invests primarily in U.S. agency and other
highly-rated single-family, adjustable-rate and hybrid adjustable-
rate mortgage-backed securities.

Luminent and nine subsidiaries filed September 5, 2008, for relief
under Chapter 11 of the U.S Bankruptcy Code in the United States
Bankruptcy Court for the District of Maryland, Baltimore Division
(Lead Case No. 08-21389).  Immediately prior to the filing, the
Debtor executed a Plan Support and Forbearance Agreement with
secured creditor Arco Capital Corp., Ltd., WAMU Capital Corp. and
convertible noteholders representing 100% of the outstanding
principal amount of its convertible notes.

Bloomberg News reports that Luminent listed debts of $484,100,000
and assets of $13,400,000 as of July 31, 2008.  Bloomberg adds
that 30 largest unsecured creditors are owed a total of
$221,800,000.  Wells Fargo & Co., indenture trustee for Luminent's
8-1/8% bonds due in 2027, is listed as the largest unsecured
creditor. The principal amount owed under the bonds is
$90,000,000, Bloomberg says.

Luminent and its debtor-subsidiaries continue to operate their
business as debtors-in-possession under the jurisdiction of the
Bankruptcy Court and in accordance with the applicable provisions
of the Bankruptcy Code and orders of the Bankruptcy Court.


MAIN STREET: Monroe Bank Takes All Deposits, FDIC as Receiver
-------------------------------------------------------------
Main Street Bank of Northville, Michigan, was closed today by the
Michigan Office of Financial and Insurance Regulation, and the
Federal Deposit Insurance Corporation (FDIC) was named receiver.  
To protect the depositors, the FDIC approved the assumption of all
the deposits of Main Street Bank, by Monroe Bank & Trust, Monroe,
Michigan.

All depositors of Main Street Bank, including any with deposits in
excess of the FDIC's insurance limits, will automatically become
depositors of Monroe Bank & Trust, and they will continue to have
uninterrupted access to their money.  Depositors will still be
insured with the new institution.  Therefore, there is no need for
customers to change their banking relationship to retain deposit
insurance.

The failed bank's two offices reopened Saturday, October 11, as
branches of Monroe Bank & Trust.  Over the weekend, customers of
Main Street Bank can access their money by writing checks or using
ATM or debit cards.  Checks drawn on the bank will continue to be
processed. Loan customers should continue to make their payments
as usual.

Main Street Bank had total assets of $98 million in total assets
and $86 million in total deposits as of October 7, 2008.

Monroe Bank & Trust has agreed to pay a total premium of 1 percent
for the failed bank's deposits.  In addition, Monroe Bank & Trust
will purchase approximately $16.9 million of Main Street's assets,
and have a 90-day option to purchase approximately $1.1 million in
premises and fixed assets.  The FDIC will retain the remaining
assets for later disposition.

The FDIC estimates that the cost to its Deposit Insurance Fund
will be between $33 million and $39 million.  Monroe Bank &
Trusts' acquisition of all deposits was the "least costly"
resolution for the FDIC's Deposit Insurance Fund compared to all
alternatives because the expected losses to uninsured depositors
were fully covered by the premium paid for the failed bank's
franchise.

Main Street Bank is the first bank to be closed in Michigan since
New Century Bank, Shelby Township, Michigan, on March 28, 2002.  
This year a total of fourteen FDIC-insured institutions have been
closed.

Headquartered in Northville, Michigan, Main Street Bank --
http://www.mainstreetbank.net/-- is a community bank.


MARSHALL GROUP: U.S. Trustee Forms Four-Member Creditors' Panel
---------------------------------------------------------------
The U.S. Trustee for Region 18 formed an Official Committee of
Unsecured Creditors in The Marshall Group LLC's Chapter 11 case
with four members, consisting of:

1) Miles Newmark, Co-Chair
   mnewmark@prmc.com
   621 SW Morrison, Suite 720
   18 Portland, OR 97205
   Tel: (503) 973-9207
   Fax: (503) 299-6807
           
2) Randy McCreith, Co-Chair
   randy@thebellacasagroup.com
   207 NE 19th Street, Suite 100
   McMinnville, OR 97128         
   Tel: (503) 310-9147
   Fax: (866) 567-0466

3) H. E. Winters       
   1828 Shimoyamaguchi
   Hayama Machi
   Kanagawa Ken, Japan
   Tel: (011) 81-468-75-1935
   Fax: (011) 81-468-75-7789

4) Advantage Nurse Staffing, Inc.
   Attn: Michael Montana, President        
   michael@advantagenursestaffing.com
   16420 SE McGillivray Blvd., Ste 103-251
   Vancouver, WA 98683
   Tel: (503) 869-3643
   Fax: (866) 477-1666

The Marshall Group LLC operates a healthcare company.  The Debtor
filed for Chapter 11 protection on Sept. 4, 2008 (Bankr. D. Ore.
Case No. 08-34585).  When the Debtor filed for protection from
its creditors, it listed both assets and liabilities between
$1 million to $100 million.


MARSHALL GROUP: Wants to Hire McEwen Gisvold as Chapter 11 Counsel
------------------------------------------------------------------
The Marshall Group LLC seek authority from the U.S. Bankruptcy
Court for the District of Oregon to employ McEwen Gisvold LLP as
its Chapter 11 counsel.

McEwen Gisvold will:

   a. advise the Debtor of its rights, powers and duties as debtor
      and debtor-in-possession continuing to operate and manage
      its business and properties under Chapter 11 of the Code;

   b. take all actions necessary to protect and preserve the
      Debtor's estate, including the prosecution of actions on
      Debtor's behalf, the defense of any action commenced against
      Debtor, negotiations concerning all litigation in which
      Debtor is involved, objections to claims filed against
      debtor in this bankruptcy case, and the compromise or
      settlement of claims;

  c. advise the Debtor concerning, and prepare on its behalf,
     all necessary applications, motions, memoranda, responses,
     complaints, answers, orders, notices, reports and other
     papers, and review all financial and other reports required
     for the Debtor as debtor-in-possession in connection with
     administration of the Chapter 11 case;

  d. advise the Debtor with respect to, and assist in the
     negotiation and documentation of, financing agreements, debt
     and cash collateral orders, and related transactions;

  e. review the nature and validity of any liens asserted against
     the Debtor's property and advise Debtor concerning the
     enforceability of such liens;

  f. advise the Debtor regarding (i) its ability to initiate
     actions to collect and recover property for the benefit if
     its estate; (ii) any potential property dispositions; and
     (iii) executory contract and unexpired lease assumptions,
     assignments and rejections, and lease restructuring and
     recharacterizations;

   g. negotiate with creditors concerning a plan or
      reorganization; prepare the plan of reorganization, disclose
      statement and related documents; take the steps necessary to
      confirm and implement the plan of reorganization, including,
      if needed, negotiations for financing the plan; and

   h. provide other legal advice or services as may be
      required in connection with this Chapter 11 case or the
      general operation and management of Debtor's business.

The Debtor discloses that the firm's professionals bill:

        Professional        Position    Hourly Rate
        ------------        --------    -----------
        James Ray Streinz   Partner        $325
        Alan Laster         Partner        $300
        Beverly S. Thomas   Paralegal      $125

McEwen Gisvold initially received a $116,250 retainer from Mark
Marshall, one of the members and manager of the Debtor, for
services rendered in connection with this case.  Prior to filing
this Chapter 11 case, with the Debtor's knowledge and consent,
McEwen Gisvold applied $74,969 of the retainer in satisfaction of
its prepetition fees and expenses rendered through Sept. 3, 2008.  
The balance of the retainer on hand as of the bankruptcy filing is
$41,280.

To the best of the Debtor's knowledge, McEwen Gisvold does not
hold any adverse interest to the Debtor's estates, and is a
"disinterested person" as defined in the Bankruptcy Code.

The Marshall Group LLC, which operates a healthcare company, filed
for Chapter 11 protection on Sept. 4, 2008 (Bankr. D. Ore. Case
No. 08-34585).  When the Debtor filed for protection from its
creditors, it listed both assets and liabilities between $1
million to $100 million.


MAJESTIC STAR: S&P Cuts Rating to 'CCC-' & Keeps Neg. Outlook
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on Las
Vegas, Nevas-based Majestic Star Casino LLC; the corporate credit
rating was lowered to 'CCC-' from 'CCC+'.  The outlook remains
negative.

"The downgrade reflects our heightened concerns around Majestic
Star's liquidity position and our expectation that the company
will breach its covenants, which were amended earlier this year,
in the near term," noted Standard & Poor's credit analyst Ben
Bubeck.  "In fact, given recently reported revenue declines in
excess of 20% at Majestic Star's Indiana properties during the
month of September, it is possible a covenant violation may have
occurred in the September 2008 quarter."

The outlook is negative, reflecting S&P's concerns regarding
Majestic Star's ability to remain in compliance with loan
covenants and to continue servicing its debt obligations, given
existing and anticipated negative trends in operating performance
and the company's extremely limited liquidity position.  In the
absence of an equity infusion to the company and/or asset sales
that meaningfully bolster its liquidity position, S&P believes
that a payment default is likely in the near term.
     
Net revenues and property-level EBITDA at Majestic Star's Indiana
properties represented nearly 70% of both total net revenues and
total property-level EBITDA during the six months ended June 30,
2008.

In addition, beginning on Oct. 15, 2008, cash interest under a
$63.5 million senior unsecured note issued by Majestic Star's
parent company, Majestic HoldCo LLC, will begin to accrue at an
annual rate of 12.5%, with the first payment due on April 15,
2009.  These notes, which were issued to partially finance the
Trump Indiana acquisition in late 2005, are structured to accrue
pay-in-kind interest until Oct. 15, 2008.  Given Majestic Star's
limited liquidity, as well as restrictions on distributions
imposed by the company's debt obligations, the ability to meet
this first cash interest payment is doubtful under the existing
capital structure.

As of June 30, 2008, credit measures were weak, with total debt to
EBITDA of more than 10x and EBITDA coverage of cash interest of
just 1.1x. Including interest on the HoldCo debt, EBITDA interest
coverage was 1x as of June 30, 2008, and has likely fallen below
1x given more recent performance.

The 'CCC-' rating reflects S&P's heightened concern regarding the
company's ability to service its debt obligations over the next
few quarters, its second-tier positions within highly competitive
markets, and limited flexibility to invest in its assets given
weak credit metrics and poor cash flow generation.  Majestic Star
owns and operates the Majestic Star Casino and the adjacent
Majestic Star Casino II, both of which are based in Gary, Indiana.   
The company also owns two Fitzgeralds-branded casinos--one in
Tunica, Mississippi and the other in Black Hawk, Colorado.  

Majestic HoldCo LLC owns 100% of Majestic Star, which is in turn
100% owned by Barden Development Inc.  BDI also owns 100% of the
Fitzgeralds Las Vegas property.  The Fitzgeralds Las Vegas is an
affiliated company rather than a direct subsidiary within the
Majestic Star family of companies, and does not provide credit
support to Majestic Star.  BDI is also a minority owner of
Holdings Gaming Borrower L.P., which is in the process of building
a casino in Pittsburgh, Pennsylvania.

Following the acquisition of the Trump Indiana riverboat at the
end of 2005, the Gary, Indiana-based properties have materially
underperformed the overall market.  Despite modest growth in net
revenues in 2007, property-level EBITDA declined nearly 11% at the
two Majestic properties.  During 2008, performance has remained
weak, as net revenues and property-level EBITDA were down 6% and
20%, respectively, during the six months ended June 30, 2008.  

In addition to weak economic conditions and the impact on consumer
discretionary spending, operating challenges for the company are
also being driven by escalating levels of competition throughout
the Chicagoland market--the most recent being the opening of the
new Horseshoe Hammond barge, which captured substantial market
share over the past two months.  Given Majestic Star's limited
financial flexibility, its ability to invest in its properties to
bolster its competitive position is minimal.

Fitzgeralds Tunica typically contributes roughly 20% to 25% of the
company's total property-level EBITDA.  Tunica has been a
challenging market, offering limited growth prospects due to
intense competition for a number of years.  Property-level EBITDA
was up modestly during the six months ended June 30, 2008.

The Black Hawk property contributes the remaining roughly 5% to
10% of Majestic Star's total property-level EBITDA.  During the
six months ended June 30, 2008, EBITDA declined 47% year over
year, partially due to construction disruption, as the company
recently completed a $35 million expansion project.  Performance
has also been materially affected by a smoking ban, which went
into effect on Jan. 1, 2008.
    
Majestic Star's credit measures as of June 30, 2008 were weak.
Operating lease-adjusted debt leverage, including the senior
unsecured HoldCo notes, was more than 10x.  In addition, EBITDA
coverage of cash interest was just 1.1x.  Including interest on
the HoldCo debt, EBITDA interest coverage was 1x as of June 30,
2008, and has likely fallen below 1x given more recent
performance.  Also, given the previously mentioned competitive
issues, metrics are likely to continue to weaken.


MARIA PARHAM: Fitch Affirms $47.7MM Revenue Bonds Rating at 'BB-'
-----------------------------------------------------------------
Fitch Ratings has affirmed the 'BB-' rating on the approximately
$47.7 million North Carolina Medical Care Commission's hospital
revenue bonds (Maria Parham Hospital Project) series 2003.  Fitch
has also revised the Rating Outlook on the outstanding Maria
Parham Hospital Project bonds to Positive from Stable.

The 'BB-' affirmation and Outlook revision are supported by Maria
Parham Healthcare Association, Inc.'s (Maria Parham) significant
strengthening of its balance sheet over the past two fiscal years,
sustained market share, and stable operating performance.  At
fiscal year end Sept. 30, 2007, Maria Parham's liquidity relative
to expenses of 98.1 days cash on hand and cash-to-debt ratio of
36% improved dramatically over FYE Sept 30, 2006 levels of 50.8
days and 18.1%, respectively.  Additionally, for the 11 months
ended Aug. 31, 2008, Maria Parham continues to show improvement
with 111.3 days cash on hand and 41.9% cash-to-debt.

While Maria Parham is showing an operating loss of -1.7% through
the 11-month period ended Aug. 31, 2008, they are expecting to be
closer to break even at FYE and are budgeting a slightly positive
operating margin for fiscal 2009.  Coverage levels have also
improved dramatically since the rate covenant violation in fiscal
2005.  Through the 11 months ended Aug. 31, 2008, maximum annual
debt service coverage by EBITDA was 1.7 times, down from the 2.7x
coverage in fiscal 2007, but up from fiscal 2005 and fiscal 2006
when coverage was 0.1x and 1.3x, respectively.  Additional credit
strengths for Maria Parham are its recently updated patient units,
minimal capital needs, and effective executive leadership.  
Management reported that Maria Parham's primary service area
market share remained stable at 60%.

Primary credit concerns include erratic inpatient volume trends,
high debt burden, a weak payor mix, and poor economic indicators
of the primary service area.  Patient volume has been uneven for
the last few years and year-to-date admissions are below budget
and down when compared to the same period last year.  Maria
Parham's high debt burden is evidenced by a high MADS as a percent
of total revenue of 5% at FYE 2007 and 4.9% through the 11 months
ended Aug. 31, 2008.  Maria Parham's payor mix is indicative of
its service area and limits operating profitability.  Medicaid
reimbursements accounted for 17% of gross revenues in both fiscal
2007 and through the eleven months ended Aug. 31, 2008.

Moreover, unemployment rates in Maria Parham's primary service
area, which consists of Vance and Warren counties, continue to
remain high at 9.4% and 9.1%, respectively, as estimated by the
Bureau of Labor Statistics for July 2008.  This is compared to the
state of North Carolina's unemployment rate of approximately 6.9%
for the same period.

Maria Parham Healthcare Association serves as the parent
corporation and controls operations at the only other member of
the obligated group, Maria Parham Medical Center.  Maria Parham
Medical Center is a 102-licensed bed acute care hospital located
in Henderson, North Carolina, approximately 45 miles north of
Raleigh.  Total annual revenue for the consolidated organization
equaled approximately $82 million in fiscal 2007.  

Maria Parham covenants to disclose both annual and quarterly
financial information to the Nationally Recognized Municipal
Securities Information Repositories.  Maria Parham discloses
annual and quarterly information to the NRMSIRS through Digital
Assurance Certification, LLC.  Disclosure to date has been
thorough and timely and has included balance sheet, income
statement, cash flows, and utilization data, but no management
discussion and analysis.


MARK II: Bankruptcy Case Converted to Chapter 7; Closes 2 Outlets
-----------------------------------------------------------------
Mark II Family Restaurants has closed its two remaining
restaurants, Nicholas Sohr of The Citizens Voice (Wilkes-Barre,
Pa.) reported Wednesday.

Based in Wilkes-Barre, Pa., Mark II Family Resataurants Inc. filed
for Chapter 11 relief on Oct. 4, 2007 (Bankr. M.D. Pa. Case No.
07-52593).  Thomas J. MacNeely, Esq., at Rosenn, Jenkins and
Greenwald, LLP, represented the Debtor as counsel.  When the
company filed for protection from its creditors, it listed assets
of $1 million to $100 million, and debts of less than $10,000.

According to Citizens Voice, the company's Chapter 11 case was
converted to a Chapter 7 liquidation on Sept. 10, 2008.  The
company closed the Wilkes-Barre Township and Dallas Restaurancts
on Sept. 28.


MATRIX DEVELOPMENT: Court Extends Exclusive Period Through Mar. 30
------------------------------------------------------------------
Erik Larson of Bloomberg News reports that the U.S. Bankruptcy
Court for the District of Oregon extended through Mar. 30, 2009,
the exclusive period for Matrix Development Corp. to file its plan
of reorganization.  The Court also set June 30, 2009, as the
deadline for the Debtor to seek approval of its plan from
creditors, according to the report.

The Court issued the order on Oct. 7, 2008, the report says.  The
extension was awarded over objections from creditor M&T Bank
Corp., according to the report, which argued that the Debtor would
create a plan more effectively if a "small amount of pressure"
were applied.  The bank is seeking $29 million, according to the
report.

The Debtor also asked the Court to reject a request by M&T for
permission to foreclose on a 42-lot subdivision valued by the
lender at $4.71 million, according to the report.  M&T says only
$11 million of the total amount it's seeking is secured by
collateral, according to the report.

                        About Legend Homes

Headquartered in Portland, Oregon, Matrix Development Corp. aka
Legend Homes -- http://www.legendhomes.com-- designs and builds   
homes and condominiums.  The company filed for Chapter 11
protection on June 10, 2008 (Bankr. D. Ore. Case No.08-32798).  
David A. Foraker, Esq. at Greene & Markley P.C. is the Debtor's
counsel.  When the Debtor filed for protection against its
creditors, it listed assets of between $100 million and
$500 million and debts of between $100 million and
$500 million.


MERIDIAN BANK: National Bank Takes All Deposits, FDIC as Receiver
-----------------------------------------------------------------
Meridian Bank of Eldred, Illinois, was closed by the Illinois
Department of Financial Professional Regulation-Division of
Banking, and the Federal Deposit Insurance Corporation (FDIC) was
named receiver.  To protect the depositors, the FDIC approved the
assumption of all the deposits of Meridian Bank by National Bank,
Hillsboro, Illinois.

All depositors of Meridian Bank, including any with deposits in
excess of the FDIC's insurance limits, will automatically become
depositors of National Bank, and they will continue to have
uninterrupted access to their money.  Depositors will still be
insured with the new institution. Therefore, there is no need for
customers to change their banking relationship to retain deposit
insurance.

The failed bank's four offices in Altamont, Carlyle, and Eldred
reopened for normal hours on Saturday, October 11; and the Alton
office will reopen Tuesday, October 14, as branches of National
Bank.  Over the weekend, customers of Meridian Bank can access
their money by writing checks or using ATM or debit cards.  Checks
drawn on the bank will continue to be processed.  Loan customers
should continue to make their payments as usual.

Meridian Bank had total assets of $39.18 million in total assets
and $36.88 million in total deposits as of September 25, 2008.  
National Bank will purchase approximately $7.55 million of
Meridian's assets, and did not pay the FDIC a premium for the
right to assume all of the failed bank's deposits.  The FDIC will
retain the remaining assets for later disposition.

The FDIC estimates that the cost to its Deposit Insurance Fund
will be between $13 million and $14.5 million.  National Banks'
acquisition of all deposits was the "least costly" resolution for
the FDIC's Deposit Insurance Fund compared to all alternatives.

Meridian Bank is the first bank to be closed in Illinois since
Universal FSB, Chicago, Illinois on June 27, 2002.  This year a
total of fifteen FDIC-insured institutions have been closed.

Headquartered in Eldred, Illinois, Meridian Bank --
http://www.meridianbankusa.com/-- is a financial institution.


MICROMET INC: Inks Securities Purchase Agreement with Investors
---------------------------------------------------------------
Micromet, Inc. disclosed in a Securities and Exchange Commission
filing that on Sept. 29, 2008, it entered into a securities
purchase agreement with various institutional and individual
accredited investors, pursuant to which the Company agreed to sell
and issue an aggregate of 9,411,948 shares of its common stock and
warrants to purchase up to an aggregate of 2,823,584 shares of
common stock.

The per unit purchase price of a Share and a Warrant to purchase
0.3 shares of common stock is $4.25.  The Warrants are exercisable
at $4.63 per share until the five-year anniversary of the Initial
Exercise Date. The Shares and the Warrants were issued on Oct. 2,
2008.  The Company received gross proceeds of approximately $40.3
million, before offering expenses. Among the investors were three
directors of the Company in their individual capacities and two
funds affiliated with a director of the company.  The Shares and
Warrants were issued in a private placement pursuant to the
Securities Act of 1933, as amended, and thus have not been and are
not being registered under the Securities Act.  The Company has
agreed to pay a placement fee to be split between Piper Jaffray &
Company and RBC Capital Markets.

In connection with the private placement, the Company entered into
a registration rights agreement, dated Sept. 29, 2008 pursuant to
which, the Company has agreed to register for resale under the
Securities Act both the Shares and the Warrant Shares.

Under the terms of the Registration Rights Agreement, the Company
is required to file a registration statement with the Securities
and Exchange Commission on or before Nov. 3, 2008.  The Company
also agreed to other customary obligations regarding registration,
including matters relating to indemnification, maintenance of the
registration statement and payment of expenses.

The Company may be liable for liquidated damages to holders of the
Shares and Warrant Shares:

   -- if the registration statement is not filed on or before
      Nov. 3, 2008; or

   -- if the registration statement is not declared effective
by         
      Dec. 31, 2008, if it does not become subject to review by
      the SEC, or Jan. 30, 2009, if it becomes subject to review
      by the SEC.

The amount of the liquidated damages is, in aggregate, 1% per
month, subject to an aggregate cap of 6%, and in certain instances
12%, of the aggregate purchase price of the securities.

                       About Micromet Inc.

Micromet Inc. (Nasdaq: MITI) -- http://www.micromet-inc.com/-- is   
a biopharmaceutical company developing novel, proprietary
antibodies for the treatment of cancer, inflammation and
autoimmune diseases.  Four of its antibodies are currently in
clinical trials, while the remainder of the product pipeline is in
preclinical development.

                       Going Concern Doubt

The company disclosed in its Form 10-Q for the second quarter of
2008, that as of June 30, 2008, it had an accumulated deficit of
$179.4 million, and that it expects to continue to incur
substantial, and possibly increasing, operating losses for the
next several years.  These conditions create substantial doubt
about our ability to continue as a going concern.

The company is continuing its efforts in research and development,
preclinical studies and clinical trials of its product candidates.
These efforts, and obtaining requisite regulatory approval prior
to commercialization, will require substantial expenditures.  Once
requisite regulatory approval has been obtained, substantial
additional financing will be required to manufacture, market and
distribute its products in order to achieve a level of revenues
adequate to support its cost structure.  

Management believes it has sufficient resources to fund its
required expenditures into the second quarter of 2009, without
considering any potential milestone payments that it may receive
under current or future collaborations, or any future capital
raising transactions or drawdowns from the committed equity
financing facility (CEFF) with Kingsbridge Capital Limited.  

At June 30, 2008, the company's consolidated balance sheet showed
$48.3 million in total assets, $36.3 million in total liabilities,
and $12.0 million in total stockholders' equity.

Full-text copies of the company's consolidated financial
statements for the quarter ended June 30, 2008, are available for
free at http://researcharchives.com/t/s?30f0   


MICRON TECHNOLOGY: Will Lay Off 15% of Workforce
------------------------------------------------
Micron Technology, Inc., will lay off 15% of its workforce during
the next two years.

Don Clark at The Wall Street Journal reports that Micron's CEO,
Steve Appleton, estimated Micron's work force at 19,000 people.  
The 15% reduction would affect about 2,850 workers, WSJ states.  

The majority of the workforce reductions, which will begin with a
voluntary program, will occur in Boise as a result of the NAND
operation shutdown.  Micron is committed to assisting employees
affected by the workforce reductions and is providing severance
and outplacement services.

WSJ says that the layoffs is due to declining demand and
oversupply of its NAND flash memory chips.

In response to a challenging global environment for technology
products, Micron Technology disclosed a restructuring of its
memory operations.  The combination of declining customer demand
and product oversupply in the marketplace has driven selling
prices for NAND flash memory significantly below manufacturing
costs, particularly for 200 millimeter (mm) manufacturing lines.  
As a result, IM Flash Technologies, a joint venture between Micron
and Intel Corporation, will discontinue the supply of NAND flash
memory from Micron's Boise facility.  The NAND operation shutdown
will reduce IMFT's NAND flash production by 35,000 wafers (200mm)
per month.

Micron's Chairperson and CEO Steve Appleton said, "Micron is in a
strong position relative to our competitors, as evidenced by our
balance sheet and cash flow, but we are not immune to the
difficult global market conditions that are affecting us all.  
Operation shutdowns and related workforce reductions are always
painful, but we are pursuing these actions to maintain the
competitiveness of the company."

Cash restructuring and other related expenses are anticipated to
be approximately $60 million, and the next year's cash operating
margin benefit is expected to exceed $175 million.

                  About Micron Technology

Boise, Idaho-based Micron Technology, Inc. --
http://www.micron.com/-- together with its subsidiaries, is a  
global manufacturer and marketer of semiconductor devices,
principally dynamic random access memory, NAND Flash memory,
complementary metal-oxide semiconductor (CMOS) image sensors.  It
operates in two segments: Memory and Imaging.  The Memory
segment's primary products are DRAM and NAND Flash, which are key
components used in electronic applications, including personal
computers, workstations, network servers, mobile phones, flash
memory cards, universal serial bus storage devices, Moving picture
experts group layer-3 audio players and other consumer electronics
products.  The Imaging segment's primary products are CMOS image
sensors, which are key components used electronic applications,
including mobile phones, digital still cameras, webcams and other
consumer, security and automotive applications.  In March 2008,
the company announced that it has launched Aptina Imaging for its
CMOS imaging business.

                          *     *     *

As reported in the Troubled Company Reporter on April 29, 2008,
Moody's Investors Service affirmed Micron Technology, Inc.'s Ba3
corporate family rating and revised the outlook to negative from
stable.  

As reported in the Troubled Company Reporter on April 29, 2008,
Standard & Poor's Ratings Services affirmed its ratings on Micron
Technology Inc., including its 'BB-' corporate credit and senior
unsecured debt ratings.  S&P removed all the ratings from
CreditWatch, where they had been placed with negative implications
on March 10, 2008.  S&P said that the outlook is negative.


MICRON TECHNOLOGY: Will Lay Off 15% of Workforce
------------------------------------------------
Micron Technology, Inc., will lay off 15% of its workforce during
the next two years.  Don Clark at The Wall Street Journal reports
that Micron's CEO, Steve Appleton, estimated Micron's work force
at 19,000 people.  The 15% reduction would affect about 2,850
workers, WSJ states.  

The majority of the workforce reductions, which will begin with a
voluntary program, will occur in Boise, Idaho, as a result of the
NAND operation shutdown.  Micron is committed to assisting
employees affected by the workforce reductions and is providing
severance and outplacement services.

WSJ says that the layoffs is due to declining demand and
oversupply of its NAND flash memory chips.

In response to a challenging global environment for technology
products, Micron Technology disclosed a restructuring of its
memory operations.  The combination of declining customer demand
and product oversupply in the marketplace has driven selling
prices for NAND flash memory significantly below manufacturing
costs, particularly for 200 millimeter (mm) manufacturing lines.  
As a result, IM Flash Technologies, a joint venture between Micron
and Intel Corporation, will discontinue the supply of NAND flash
memory from Micron's Boise facility.  The NAND operation shutdown
will reduce IMFT's NAND flash production by 35,000 wafers (200mm)
per month.

Micron's Chairperson and CEO Steve Appleton said, "Micron is in a
strong position relative to our competitors, as evidenced by our
balance sheet and cash flow, but we are not immune to the
difficult global market conditions that are affecting us all.  
Operation shutdowns and related workforce reductions are always
painful, but we are pursuing these actions to maintain the
competitiveness of the company."

Cash restructuring and other related expenses are anticipated to
be approximately $60 million, and the next year's cash operating
margin benefit is expected to exceed $175 million.

                  About Micron Technology

Boise, Idaho-based Micron Technology, Inc. --
http://www.micron.com/-- together with its subsidiaries, is a  
global manufacturer and marketer of semiconductor devices,
principally dynamic random access memory, NAND Flash memory,
complementary metal-oxide semiconductor (CMOS) image sensors.  It
operates in two segments: Memory and Imaging.  The Memory
segment's primary products are DRAM and NAND Flash, which are key
components used in electronic applications, including personal
computers, workstations, network servers, mobile phones, flash
memory cards, universal serial bus storage devices, Moving picture
experts group layer-3 audio players and other consumer electronics
products.  The Imaging segment's primary products are CMOS image
sensors, which are key components used electronic applications,
including mobile phones, digital still cameras, webcams and other
consumer, security and automotive applications.  In March 2008,
the company announced that it has launched Aptina Imaging for its
CMOS imaging business.

                          *     *     *

As reported in the Troubled Company Reporter on April 29, 2008,
Moody's Investors Service affirmed Micron Technology, Inc.'s Ba3
corporate family rating and revised the outlook to negative from
stable.  

As reported in the Troubled Company Reporter on April 29, 2008,
Standard & Poor's Ratings Services affirmed its ratings on Micron
Technology Inc., including its 'BB-' corporate credit and senior
unsecured debt ratings.  S&P removed all the ratings from
CreditWatch, where they had been placed with negative implications
on March 10, 2008.  S&P said that the outlook is negative.


MILESTONE SCIENTIFIC: Names Joseph D'Agostino as Finance Chief
--------------------------------------------------------------
Milestone Scientific Inc. disclosed in a Securities and Exchange
Commission filing that effective Oct. 1, 2008, Joseph D'Agostino
was elected as company Chief Financial Officer.

Since Jan. 29, 2008, Mr. D'Agostino has served as Milestone's
Acting Chief Financial Officer.

On Oct. 1, 2008, Milestone acquired additional patent rights with
respect to painless anesthetic injections, through the issuance of
restricted common stock, and settled existing litigation with
Dr. Milton Hodosh.

                       Going Concern Doubt

Holtz Rubenstein Reminick LLP, in Melville, New York, expressed
substantial doubt about Milestone Scientific Inc.'s ability to
continue as a going concern after auditing the company's financial
statements for the year ended Dec. 31, 2007.  The auditing frim
pointed to the company's recurring losses from operations and
negative operating cash flows.

The company posted $448,354 in operating losses for quarter ended
June 30, 2008.  As of the same date, the company's balance sheet
showed $57,134,917 in accumulated deficit.

                    About Milestone Scientific

Headquartered in Livingston, N.J., Milestone Scientific Inc.
(OCT BB: MLSS) -- http://www.milesci.com/-- is engaged in   
pioneering proprietary, highly innovative technological solutions
for the medical and dental markets.  Central to the company's IP
platform and product development strategy is its patented
CompuFlo(R) technology for the improved and painless delivery of
local anesthetic.  Specifically, CompuFlo is a computer-
controlled, pressure sensitive infusion, perfusion, suffusion and
aspiration technology, which provides real-time readouts of
pressures, fluid densities and flow rates, enabling the advanced
delivery and removal of a wide array of fluids.  

The STA(TM) (Single Tooth Anesthesia) System computer-controlled
local anesthesia delivery system which uses this technology
provides dentists with audible and visual signals as to in-tissue
pressure.  Milestone's existing painless injection systems are
currently sold in 25 countries.


MORGAN STANLEY: In Talks With Mitsubishi on $9BB Investment
-----------------------------------------------------------
Aaron Lucchetti, Matthew Karnitschnig, and Jon Hilsenrath at The
Wall Street Journal report that people familiar with the matter
said that Morgan Stanley is renegotiating with Mitsubishi UFJ
Financial Group Inc. on a $9 billion investment agreement.

WSJ relates that under the agreement, Morgan Stanley will sell a
21% stake to Mitsubishi for $9 billion.  The report says that
Mitsubishi has been under pressure to change the terms of the
deal, as its original investment for 21% of Morgan Stanley was
agreed to before Morgan Stanley shares declined more than 50%.  
According to the report, Morgan Stanley's market value was
$10.3 billion on Friday, slightly above the amount Mitsubishi had
agreed to pay for a stake in the company.

A source said that the U.S. government is involved with the
negotiations but isn't planning a direct investment alongside
Mitsubishi, WSJ relates.  The government, says the report, would
support the deal and work to structure any potential future
investment in Morgan Stanley, while trying not to wipe out
Mitsubishi's investment.

Citing people familiar with the matter, Andrew Ross Sorkin at The
New York Times reports that federal officials assured Mitsubishi
on Sunday that its planned investment in Morgan Stanley would be
protected.  The report says that Treasury officials urged a
hesitant Mitsubishi to proceed with its agreement with Morgan
Stanley, which has sought the capital infusion to reassure
investors and clients about its stability.

According to WSJ, Morgan Stanley would disclose a renewed
commitment on the stake sale.  WSJ reports that possible changes
in the agreement include:

     -- Mitsubishi and Morgan Stanley increasing the
        dividend Mitsubishi gets on its preferred shares in the
        deal, while reducing the amount of common shares it
        would get; and

     -- the conversion price for the convertible shares.

WSJ relates that under terms of the deal being discussed,
Mitsubishi would get from Morgan Stanley preferred shares --
some convertible into common shares at one price and the rest
convertible at a second price or remaining preferred shares.  A
source said that the conversion prices are being discussed but
could come down to $20 from $31, WSJ states.

WSJ reports that Morgan Stanley and Mitsubishi will try to
finalize their deal by Tuesday.

Mitsubishi said in a statement, "We have been made aware of rumors
to the effect that MUFG is seeking not to close on our proposed
investment in, and strategic alliance with, Morgan Stanley
(NYSE:MS).  Our normal policy is not to comment on rumors.  
Nevertheless, we wish to state that there is no basis for any such
rumors. The Federal Reserve approved the transaction on Oct. 6,
2008, subject to a mandatory five day waiting period prior to
closing.  We expect that the closing of the transaction will occur
on the first banking day in New York and Tokyo after the end of
that waiting period, which is Tuesday, Oct. MUFG is looking
forward to completing the transaction and realizing the benefits
of our strategic alliance."

                       About Morgan Stanley

New York-based Morgan Stanley -- http://www.morganstanley.com--  
is a global financial services firm that, through its subsidiaries
and affiliates, provides its products and services to a group of
clients and customers, including corporations, governments,
financial institutions and individuals.  Morgan Stanley's business
segments include Institutional Securities, Global Wealth
Management Group and Asset Management.  The company conducts its
business from New York City, its regional offices and branches
throughout the United States and its principal offices in London,
Tokyo, Hong Kong and other world financial centers.

As reported in the Troubled Company Reporter on Aug. 26, 2008,
Moody's Investors Service downgraded the ratings of 320 tranches
from 25 transactions issued by Morgan Stanley, including its:

  -- Cl. M-2, downgraded to Caa2 from B2,
  -- Cl. M-3, Downgraded to Ca from B2,
  -- Cl. M-4, Downgraded to Ca from B3,
  -- Cl. M-5, Downgraded to Ca from B3,
  -- Cl. B-3, Downgraded to C from Ca, and
  -- Cl. B-4, Downgraded to C from Ca.


MOVIE GALLERY: Completes Debt to Equity Conversion
--------------------------------------------------
Movie Gallery Chief Executive Officer and President, C. J.
Gabriel, Jr., said in a regulatory filing with the Securities and
Exchange Commission dated October 6, 2008, that the Company
entered into Conversion Agreements with Sopris Partners-Series A
of Sopris Capital Partners, LP, Sopris DP-Series A of Sopris DP,
L.P., DQ Ltd., RR Investment Company Ltd., EnterAspen Limited,
The Richmond Fund LP, and Rovida Holdings Limited.

Each of the Converting Lenders is a holder of Term Loans under
the Amended and Restated First Lien Credit and Guaranty Agreement
dated as of March 8, 2007, as amended and restated as of May 20,
2008, among the Company, certain of its subsidiaries, as
guarantors, a host of lenders, Wilmington Trust Company, as
Administrative Agent, and Deutsche Bank Trust Company Americas,
as Collateral Agent.

Under the Conversion Agreements, the Converting Lenders assigned
Term Loans, including accrued and unpaid interest, under the
First Lien Agreement to the Company in the aggregate principal
amount of approximately $151.4 million, in exchange for
approximately 15.2 million shares of Movie Gallery Common Stock,
par value $0.001 per share, at a price of $10.00 per share, Mr.
Gabriel said.

Prior to giving effect to the transactions, Sopris Partners,
Sopris DP, EnterAspen and Richmond owned a majority of the
outstanding Common Stock of the Company.  Each of the Entities
and the other Converting Lenders are either affiliated with, or
have investment accounts managed by, Sopris Capital Advisors,
LLC.

On October 6, 2008, the Company and the Converting Lenders
notified Wilmington Trust of the assignments of the Assigned
Loans.  The effective date of the Assignments is October 6.

In connection with the conversion, the Company's independent
Audit Committee, with the assistance of outside counsel and a
third-party advisory firm, evaluated the fairness of the
conversion price from a financial point of view, Mr. Gabriel
noted.

"This debt restructuring significantly improves our balance sheet
and reduces our ongoing interest expense," says Mr. Gabriel.

"We are pleased to have Sopris as a financial partner and we
appreciate the cooperation and support of the participating first
lien debt holders," he adds.

A full-text copy of Movie Gallery's SEC disclosure on Form 8K is
available for free at:

              http://ResearchArchives.com/t/s?33b5

                       About Movie Gallery

Headquartered in Dothan, Alabama, Movie Gallery Inc. --
http://www.moviegallery.com/-- is a home entertainment specialty   
retailer.  The company owns and operates 4,600 retail stores that
rent and sell DVDs, videocassettes and video games.  The company
has operations in Mexico.

The company and its debtor-affiliates filed for Chapter 11
protection on Oct. 16, 2007 (Bankr. E.D. Va. Case Nos. 07-33849
to 07-33853).  Anup Sathy, Esq., Marc J. Carmel, Esq., and
Richard M. Cieri, Esq., at Kirkland & Ellis LLP, represent the
Debtors.  Michael A. Condyles, Esq., and Peter J. Barrett, Esq.,
at Kutak Rock LLP, is the Debtors' local counsel.  The Debtors'
claims & balloting agent is Kurtzman Carson Consultants LLC.  
When the Debtors' filed for protection from their creditors,
they listed total assets of US$891,993,000 and total liabilities
of US$1,419,215,000.

The Official Committee of Unsecured Creditors has selected
Robert J. Feinstein, Esq., James I. Stang, Esq., Robert B.
Orgel, Esq., and Brad Godshall, Esq., at Pachulski Stang Ziehl &
Jones LLP, as its lead counsel, and Brian F. Kenney, Esq., at
Miles & Stockbridge PC, as its local counsel.

The U.S. Bankruptcy Court for the Eastern District of Virginia
confirmed the Debtors' Second Amended Chapter 11 Plan of
Reorganization on April 9, 2008.  (Movie Gallery Bankruptcy News
Issue No. 34; Bankruptcy Creditors' Service Inc.;
http://bankrupt.com/newsstand/or 215/945-7000)  


NAMWEST LLC: Files for Bankruptcy Under Chapter 11 in Arizona
-------------------------------------------------------------
Namwest LLC together with its two affiliates filed a voluntary
petition under Chapter 11 of the U.S. Bankruptcy Code in the
United States Bankruptcy Court for the District of Arizona,
Bloomberg News reports.

The company did not disclose in its filing events that led to
bankruptcy, the report notes.  The company did not file a list of
20 largest unsecured creditors.

Bloomberg relates that the company listed assets and debts of as
much as $100 million each.

Carolyn J. Johnsen, Esq., Jennings, Strouss & Salmon, P.L.C.,
represents the company.

Last week, a bankruptcy court judge dismissed the Chapter 11 case
of Namwest-Palms LLC, a company related to Namwest LLC, after it
failed to disclose details about its liabilities, the report says.

According to The Arizona Republic, Namwest-Palms' Montecito
Estates located east of El Mirage Boulevard, and north of Thompson
Ranch and Greenway roads encountered problems when the first lien
on the property was filed with the Maricopa County Recorder's
office in early 2006.  Seven liens more were filed late that year,
the report notes.

Namwest LLC's affiliates are Namwest-Glenrosa & 35th Avenue, LLC,
and Namwest-101 Building, LLC.

Headquartered in Phoenix, Arizona, Namwest LLC --
http://www.namwest.com/-- builds single-family houses and
condominiums.  The company has under contract and development,
over $250 million in single-family home and condominium
neighborhoods in Arizona.


NAMWEST LLC: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Namwest, LLC
        20610 N. Cave Creek Rd., Suite 101
        Phoenix, AZ 85024

Bankruptcy Case No.: 08-13935

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
   Namwest-Glenrosa & 35th Avenue, LLC             08-13939
   Namwest-101 Building, LLC                       08-13954
   SWB Enterprises, LLC                            08-13972

Type of Business: The Debtor builds single-family houses and
                  condominiums.
                  http://www.namwest.com/

Chapter 11 Petition Date: October 9, 2008

Court: District of Arizona (Phoenix)

Judge: Charles G. Case II

Debtors' Counsel: Carolyn J. Johnsen, Esq.
                  cjjohnsen@jsslaw.com
                  Jennings, Strouss & Salmon, P.L.C.
                  The Collier Center, 11th Floor
                  201 East Washington Street
                  Phoenix, AZ 85004-2385
                  Tel: (602) 262-5911
                  Fax: (602) 495-2696

Estimated Assets: $50 million to $100 million

Estimated Debts: $50 million to $100 million

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



NAVISTAR INTERNATIONAL: OppenheimerFunds Discloses 4.14% Stake
--------------------------------------------------------------
OppenheimerFunds, Inc. disclosed in a Securities and Exchange
Commission filing that it may be deemed to beneficially own
2,946,376 shares of Navistar International Corporation's common
stock, representing 4.14% of the shares issued and outstanding.

Navistar International Corporation (NYSE: NAV) produces
International(R) brand commercial and military vehicles,
MaxxForce(TM) brand diesel engines, IC brand school and commercial
buses, and Workhorse(R) brand chassis for motor homes and step
vans, and is a private label designer and manufacturer of diesel
engines for the pickup truck, van and SUV markets.  Navistar is
also a provider of truck and diesel engine parts.  Another
affiliate offers financing services.

Navistar International Corporation reported $272 million net
income for the three months ended July 31, 2008, on sales and
revenues of $3.8 billion.

As of July 31, 2008, Navistar $11.5 billion in total assets, $11.7
billion in total liabilities and $228 million in shareholders'
deficit.


NORTHERN BAY: "No Action Taken" on Accountant Retention Request
---------------------------------------------------------------
Robert D. Martin of the U.S. Bankruptcy Court for the  Western
District of Wisconsin entered an order of "no action taken"
relating to the request of Northern Bay LLC to employ Bardole &
Wolfe CPAs, S.C., as its accountant.  Judge Martin ruled that
until the Debtor's motion is renewed in some way by an advocate
for it, the Court will take no action.

According to the Debtor's motion, B&W will:

   a) provide assistance in gathering and preparing financial
      information required to prepare any amendments to the
      Schedules and Statement of Financial Affairs to be filed by
      the Debtor in this Chapter 11 case;

   b) prepare tax returns for the Debtor;

   c) prepare payroll, sales tax forms and any other tax related
      documents or filings required of the Debtor during the
      pendency of this Chapter 11 proceeding; and

   d) prepare financial statements and accounting information as
      may be necessary to preserve and protect the estate, realize
      on the assets of the estate and assist the Debtor to satisfy
      its duties to creditors and parties-in-interest.

Mark D. Conzelmann, the Debtor's counsel, discloses that B&W's
requested compensation for professional services rendered to the
Debtor will be as set forth in an Affidavit.  The Debtor has
agreed to compensate B&W for professional services and to
reimburse for necessary expenses incurred.

To the best of the Debtor's knowledge, B&W does not hold any
interest adverse to the Debtor or its estate, and is a
"disinterested person" as the term is defined in the Bankruptcy
Code.

Headquartered in Arkdale, Wisconsin, Northern Bay, LLC --
http://www.northernbayresort.com/-- owns and operates a golf   
course and lakewide condominiums.  The company filed for Chapter
11 bankruptcy protection on June 30, 2008 (W.D. Wis. Case No.
08-13400).  Denis P. Bartell, Esq., represents the Debtor as
counsel.  When the company filed for protection from its
creditors, it listed assets of between $50 million and
$100 million and debts of between $10 million and $50 million.


PACO LLC: Case Summary & Three Largest Unsecured Creditors
----------------------------------------------------------
Debtor: PACO, LLC
        20482 Franciscan Way
        Salinas, CA 93908

Bankruptcy Case No.: 08-55743

Chapter 11 Petition Date: October 8, 2008

Court: Northern District of California (San Jose)

Judge: Marilyn Morgan

Debtor's Counsel: Henry B. Niles, III, Esq.
                  ecf-niles@hbniles.com
                  Law Offices of Henry B. Niles III
                  340 Soquel Ave. #105
                  Santa Cruz, CA 95062
                  Tel: (831) 457-4545

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/califnb08-55743.pdf
                     

PETTERS AVIATION: MN Airlines Reveals 20 Largest Unsec. Creditors
-----------------------------------------------------------------
Erik Larson of Bloomberg News reports that MN Airlines, LLC, which
does business as Sun Country Airlines, Inc., filed on Oct. 9,
2008, with the U.S. Bankruptcy Court for the District of Minnesota
its list of 20 largest unsecured creditors, owing them all $3.97
million.

Delta Airlines, Inc., according to the report, has a claim for
$950,000 and the Metropolitan Airports Commission in Minneapolis
one for $1.48 million.

Minnetonka, Minnesota-based Petters Aviation, LLC, owns airline
company MN Airlines, LLC -- http://www.suncountry.com--   
photography company Polaroid Corp.  It is a passive, minority
shareholder of Fingerhut Direct Marketing Inc. and hasn't had an
operational role at the online and catalog retailer since 2004.

The Company and two subsidiaries filed for Chapter 11 bankruptcy
protection on Oct. 6, 2008 (Bankr. D. Mn. Lead Case No.
08-45136).  Brian F. Leonard, Esq., and Matthew R. Burton, Esq.,
at Leonard O'Brien, et al., represents the Debtors in their
restructuring efforts.  In its filing, the Lead Debtor listed
assets of between $50 million and $100 million and debts of
between $50 million and $100 million.

As reported in the Troubled Company Reporter on Jan. 11, 2002,
several creditors -- including Pegasus Aviation Inc., Riverhorse
Aviation Group Inc., Pegasus Aviation Asset Securitization Trust
1997 c/o Pegasus Aviation Inc. -- filed an involuntary Chapter 7
petition against Sun Country Airlines, Inc., in the United States
Bankruptcy Court for the District of Delaware, Case No. 02-10060.

Sun Country's case was assigned to the Hon. Mary F. Walrath.  
Timothy D. Moratzka served as Sun Country's Chapter 7 Trustee.  
Ricardo Palacio, Esq., at Ashby & Geddes, P.A., in Wilmington,
Delaware, represented the Sun Country.

In April 2002, a bankruptcy judge approved the assignment of the
airline's four aircraft leases to the new ownership group, MN
Airlines.  The Department of Transportation approved a joint
application by Sun Country and MN Airlines for an exemption
allowing MN Airlines dba Sun Country Airlines to continue to
operate under Sun Country Airline's certificates.


PETTERS AVIATION: Can Pay $886,000 in Wages, Related Fees
---------------------------------------------------------
Erik Larson of Bloomberg News reports that the U.S. Bankruptcy
Court for the District of Minnesota on Oct. 8, 2008, approved the
request of Petters Aviation, LLC, and its debtor-affiliates to pay
more than $886,000 in wages and worker-related fees.

Also, the Debtors' founder Tom Petters is being held without bail
after being accused by federal prosecutors of masterminding a more
than $2 billion fraud.  A federal magistrate judge in St. Paul,
Minnesota, denied bail for Mr. Petters, saying he "is facing the
substantial risk of a very, very long prison sentence, perhaps the
rest of his life" and is a flight risk.

Troubled Company Reporter said on Oct. 7 that Stan Gadek, chairman
and chief executive officer of affiliate MN Airlines, LLC, said
that the Debtors are in bankruptcy because of the $2 billion fraud
probe launched by the U.S. Federal Bureau of Investigations
against the parent Petters that involved a Sept. 24 raid of the
Lead Debtor by the bureau.

Minnetonka, Minnesota-based Petters Aviation, LLC, owns airline
company MN Airlines, LLC -- http://www.suncountry.com--  
photography company Polaroid Corp.  Petters Aviation is a passive,
minority shareholder of Fingerhut Direct Marketing Inc. and hasn't
had an operational role at the online and catalog retailer since
2004.  The Company and its subsidiaries filed for Chapter 11
bankruptcy protection on Oct. 6, 2008 (Lead Case No. 08-45136).  
Brian F. Leonard, Esq., and Matthew R. Burton, Esq., at Leonard
O'Brien, et al., represents the Debtors in their restructuring
efforts.  In its filing, the Lead Debtor listed estimated assets
of between $50 million and $100 million and estimated debts of
between $50 million and $100 million.

As reported in the Troubled Company Reporter on Jan. 11, 2002,
several creditors-- including Pegasus Aviation Inc., Riverhorse
Aviation Group Inc., Pegasus Aviation Asset Securitization Trust
1997 c/o Pegasus Aviation Inc. -- filed an involuntary Chapter 7
petition against Sun Country Airlines, Inc., in the United States
Bankruptcy Court for the District of Delaware, Case No. 02-10060.

Sun Country's case was assigned to the Hon. Mary F. Walrath.  
Timothy D. Moratzka served as Sun Country's Chapter 7 Trustee.  
Ricardo Palacio, Esq., at Ashby & Geddes, P.A., in Wilmington,
Delaware, represented the Sun Country.

In April 2002, a bankruptcy judge approved the assignment of the
airline's four aircraft leases to the new ownership group, MN
Airlines.  The Department of Transportation approved a joint
application by Sun Country and MN Airlines for an exemption
allowing MN Airlines dba Sun Country Airlines to continue to
operate under Sun Country Airline's certificates.


PETTERS AVIATION: U.S. Trustee Forms Three-Member Creditors' Panel
------------------------------------------------------------------
Habbo G. Fokkena, the U.S. Trustee for Region 12, formed an
Official Committee of Unsecured Creditors of Petters Aviation
LLC's subsidiary and debtor-affiliate, MN Airlines LLC dba Sun
Country Airlines Inc., with three members, consisting of:

   1. Sun Minnesota Domestic/Foreign, LLC
      c/o Whitebox Advisors, LLC
      3300 Excelsior Blvd. Suite 300
      Minneapolis, MN 55416
   
      Contact Person: Mark Strefling    
      Phone: (612) 253-6018
   
   2. Menzies Aviation
      8505 Freeport Parkway, Suite 100
      Irving, TX 75063
   
      Contact Person: James H. Armstrong
      Phone: (972) 812-1033
        
   3. Hallmark Aviation Services, LP
      5757 W. Centruy B2, Suite 860
      Los Angeles, CA 90045
   
      Contact Person: Jim Chappell      
      Phone: (310) 215-7222
   
Mark Strefling is designated as Acting Chairperson of the
Committee pending selection by the Committee members of a
permanent Chairperson.

In order to make the Committee more representative, the right to
add or remove members of the Committee is reserved.

Petters Aviation LLC, and debtor-affiliate 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., represent the Debtors
as counsel.  When Petters Aviation LLC filed for protection from
its creditors, it listed both assets and debts of between
$50 million and $100 million.

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 GROUP: Judge Appoints D. Kelley as Petters Group Receiver
-----------------------------------------------------------------
U.S. District Judge Ann Montgomery has appointed Minneapolis
attorney Doug Kelley as receiver for Petters Group Worldwide LLC,
Petters Co. Inc. and other companies.  The order does not include
Sun Country Airlines, which filed a Chapter 11 bankruptcy petition
on Oct. 5, 2008, David Phelps of the Star Tribune (Minneapolis-St.
Paul) reported Tuesday.

Tom Petters, former CEO of Petters Group, in now in federal
custody on charges of mail and wire fraud, money laundering and
obstruction of justice.  

Judge Montgomery gave the order after the U.S. attorney's office,  
sought a temporary restraining order and a permanent injunction
against Tom Petters and four of his associates who have been
likewise charged.

The Star Tribune says that Judge Montgomery wrote in an order,
"Weighing the equities and considering the United States'
likelihood of success in its cause of action, this Temporary
Restraining Order is in the public interest."  

According to the report, to support their request, government
attorneys presented evidence showing that large payments were made
to individuals from Petters Co. Inc., and that these payments were
the proceeds of the alleged fraudulent scheme.

Mr. Kelley is a former federal prosecutor.  He will lead the new
management for the Petters Group entities which include include
Polaroid, Petters Warehouse Direct and a number of smaller
companies.

According to the Star Tribune, Petters Group Worldwide said in a
statement last week, "The appointment of Doug Kelley will allow
Petters Group and its entities to move forward in an orderly
method as he works with them to make business decisions in order
to preserve their assets."

Judge Montgomery's order "trump an order Friday by a state judge
in Cook County, Ill., who had appointed a New Jersey businessman
as a receiver," the Star Tribune says.

                  About Petters Group Worldwide

Based in Minnetonka, Minn., Petters Group Worldwide LLC is named
for founder and chairman Tom Petters.  The group is a collection
of some 20 companies, most of which make and market consumer
products.  It also works with existing brands through licensing
agreements to further extend those brands into new product lines
and markets.  Holdings include Fingerhut (consumer products via
its catalog and Web site), SoniqCast (maker of portable, WiFi MP3
devices), leading instant film and camera company Polaroid
(purchased for $426 million in 2005), Sun Country Airlines
(acquired in 2006), and Enable Holdings (online marketplace and
auction for consumers and manufacturers' overstock inventory).
Petters formed the company in 1988.

As reported in the Troubled Company Reporter on Oct. 7, 2008,
Petters Aviation, LLC, and affiliates MN Airlines, LLC, doing
business as Sun Country Airlines, Inc., and MN Airline Holdings,
Inc., filed for Chapter 11 bankruptcy protection with the U.S.
Bankruptcy Court for the District of Minnesota (Lead Case No.
08-45136) on Oct. 6, 2008.  


RADICAL BUNNY: Investors Files Chapter 7 Involuntary Petition
-------------------------------------------------------------
The Arizona Republic's Andrew Johnson reports that three investors
-- Cathy Baker of Chandler; Laing Kandel of Brooklyn, New York;
and Steven Friedberg -- filed an involuntary petition under
Chapter 7 of the Bankruptcy Code against Radical Bunny LLC in the
United States Bankruptcy Court for the District of Arizona.

The Chapter 7 petitioners asserted as much as $2 million in claims
in the aggregate, Mr. Johnson said.

According to Mr. Johnson, Radical Bunny was the focus of
regulatory investigations by, among other things, the United
States Securities and Exchange Commission over alleged violation
of federal or state securities laws, since Mortgages Ltd. was
forced into its own bankruptcy in June by a certain real-estate
developer.  The Court converted Mortgages' Chapter 7 liquidation
into a Chapter 11 reorganization, as reported in the Troubled
Company Reporter on June 25, 2008.

In Mortgages' Chapter 11 filing, Radical Bunny asserted up to
$197,232,758 in notes payables.

Mortgages loaned roughly $200 million in financing from Radical
Bunny, and used the money -- along with funds raised from its own
investors who are clients of Radical Bunny's main principal Tom
Hirsch, a certified public accountant in Phoenix, Arizona -- to
finance up to $925 million in construction projects and land
acquisitions, Mr Johnson relates.  Radical Bunny charged Mortgages
13% interest on the loans and, in turn, its investors will get 11%
while the rest will be retained by its managers, He continued.

"We simply want some court oversight over Radical Bunny and its
assets," Arizona Republic quotes the petitioners' counsel, Carlos
Arboleda as saying.  "There's been a lack of information and a
lack of clarity coming from Tom Hirsch and his associates."  The
report notes Radical Bunny failed to provide accurate information
about the nature of their investments to its investors.

Investors had not received dividends since June, the report notes.

The report says Shelton Freeman, an attorney representing
Radical Bunny in Mortgages', asserted that the investors are not
legitimate creditors and its involuntary filing is not filed in
good faith.

Based in Phoenix, Arizona, Radical Bunny LLC is a real-estate
financier.  On the Web: http://radicalbunny.com/


REDMOND 74: Section 341(a) Meeting Scheduled for October 15
-----------------------------------------------------------
The U.S. Trustee for Region 18 will convene a meeting of Redmond
74, Inc.'s creditors on Oct. 15, 2008, at 1:30 p.m., at the U.S.
Courthouse, Room 4107.

This is the first meeting of creditors required under Section
341(a) of the U.S. 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.

Mercer Island, Washington-based Redmond 74, Inc., and its
affiliate, Little Boat North, Inc., filed for Chapter 11
protection on Sept. 10, 2008 (Bankr. W. D. D.C. Case No. 08-
15826).  Armand J. Kornfeld, Esq., at Bush Strout & Kornfeld
assists the company in its restructuring effort.  The company
listed assets of $10 million to $50 million and debts of  $10
million to $50 million when it filed for bankruptcy.


SCIENS CFO: Fitch Keeps EUR7.8MM Class E 'BB+' Rating on WatchNeg
-----------------------------------------------------------------
Fitch Ratings has downgraded six tranches from five hedge fund
collateralized fund obligations.  All 22 tranches remain on Rating
Watch Negative.  

These rating actions follow Fitch's reassessment of the macro
risks that affect its analysis of HF CFOs - notably higher
observed market volatility, reduced liquidity, and limited
transparency in underlying hedge funds.  Accordingly, Fitch is no
longer of the opinion that HF CFOs have risk characteristics that
are consistent with an 'AAA' rating.

As mentioned in the press release 'Fitch Places 22 Tranches from 5
Hedge Fund CFOs on Rating Watch Negative', published Sept. 25,
2008, the Negative Watch designations are primarily the result of
the application of Fitch's revised market value structures
criteria, published April 18, 2008.  The current rating actions
have been taken in conjunction with Fitch's broad review of the
hedge fund CFO sector, which is still ongoing.  While further
refinement and individual transaction analysis remains to be done,
Fitch decided that at this point, the highest rated classes were
not at a level that accurately represented Fitch's credit view and
therefore needed to be downgraded.

Fitch is currently reassessing its prior model-based approach for
analyzing HF CFOs, given the recent market environment. Fitch is
also requesting that additional detailed information be provided
on an ongoing basis from managers.  Where managers are unable or
unwilling to provide this additional information, Fitch may be
forced to withdraw its ratings.  Fitch expects to finalize its
review of these transactions by the end of the year.

The current HF CFO ratings are:

Man Glenwood Alternative Strategies II Ltd.

  -- $250,000,000 class A downgrade to 'AA' from 'AAA', remains on
     Rating Watch Negative;

  -- $40,000,000 class B 'AA', remains on Rating Watch Negative;

  -- $15,000,000 class C 'A', remains on Rating Watch Negative;

  -- $43,750,000 class D 'BBB', remains on Rating Watch Negative.

Phenix CFO Ltd.

  -- EUR 60,000,000 class S downgrade to 'AA' from 'AAA', remains
     on Rating Watch Negative;

  -- EUR 24,000,000 class M1 'AA', remains on Rating Watch
     Negative;

  -- EUR 15,000,000 class M2 'A', remains on Rating Watch
     Negative;

  -- EUR 21,000,000 class M3 'BBB', remains on Rating Watch
     Negative.

RMF Four Seasons CFO Ltd.

  -- EUR 23,500,000 class S downgrade to 'AA' from 'AAA', remains
     on Rating Watch Negative;

  -- EUR 18,800,000 class M1 downgrade to 'AA' from 'AA+', remains
     on Rating Watch Negative;

  -- EUR 11,750,000 class M2 'A', remains on Rating Watch
     Negative;

  -- EUR 16,450,000 class M3 'BBB', remains on Rating Watch
     Negative.

Sciens CFO I Limited

  -- EUR 121,200,000 class A downgrade to 'AA' from 'AAA', remains
     on Rating Watch Negative;

  -- EUR 21,000,000 class B 'AA', remains on Rating Watch
     Negative;

  -- EUR 13,900,000 class C 'A', remains on Rating Watch Negative;

  -- EUR 18,600,000 class D 'BBB+', remains on Rating Watch
     Negative;

  -- EUR 7,800,000 class E 'BB+', remains on Rating Watch
     Negative.

Zoo HF 3 plc

  -- EUR 94,500,000 class A downgrade to 'AA' from 'AAA', remains
     on Rating Watch Negative;

  -- EUR 8,000,000 class B 'AA', remains on Rating Watch Negative;

  -- EUR 6,500,000 class C 'A', remains on Rating Watch Negative;

  -- EUR 12,500,000 class D 'BBB', remains on Rating Watch
     Negative;

  -- EUR 5,500,000 class E 'BB', remains on Rating Watch Negative.


SOUNDVIEW HOME: S&P Lowers M-9 Certificates' Rating to Default
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on six
classes of asset-backed certificates from Soundview Home Loan
Trust 2005-B.  S&P lowered one of these ratings to 'D' from 'CC'.  
At the same time, S&P affirmed its ratings on three classes from
this series.

The lowered ratings reflect adverse collateral performance that
has caused monthly losses to exceed monthly excess interest.  As
of the September 2008 remittance period, cumulative losses, as a
percentage of the original pool balance, was 17.58%.  Total
delinquencies for this transaction were 25.26% of the current pool
balance.  The deal is 35 months seasoned.  

The lifetime expected losses for this transaction is 24.37% of the
original pool balance.  These rating actions follow S&P's analysis
of available credit enhancement for each rated tranche compared
with the lifetime projected losses on the collateral.  S&P based
its analysis on each bond's ability to withstand the projected
losses over its remaining lifetime.  Based on the current
collateral performance of these transactions, S&P projects that
future credit enhancement percentages will be insufficient to
maintain the ratings at their previous levels.

Subordination and excess spread provide credit support since
overcollateralization is $0.  The collateral for these
transactions consists of 30-year, fixed-rate, closed-end second-
lien mortgage loans secured by residential properties.

                          Ratings Lowered

Soundview Home Loan Trust 2005-B
Series      2005-B
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
M-3        83611MHN1     A-             A
M-4        83611MHP6     BBB-           BBB
M-6        83611MHR2     B              BB
M-7        83611MHS0     CCC            B
M-8        83611MHT8     CC             CCC
M-9        83611MHU5     D              CC

                          Ratings Affirmed

Soundview Home Loan Trust 2005-B
Series      2005-B

Class      CUSIP         Rating
-----      -----         ------
M-1        83611MHL5     AA+
M-2        83611MHM3     AA
M-5        83611MHQ4     BB


TARRAGON CORP: Receives Default Notice from National City Bank
--------------------------------------------------------------
Tarragon Corporation disclosed in a Securities and Exchange
Commission filing that on Sept. 29, 2008, it received a notice of
default and acceleration from National City Bank related to three
loans totaling approximately $42.9 million in aggregate principal
amount outstanding, made to its wholly owned subsidiaries and
guaranteed by the Company.  

The loans are secured by real estate and are cross-collateralized.  
The notice states that one of the loans, in the principal amount
of $5.6 million, was not paid at maturity in July 2008, that such
failure constituted an event of default and that, as a result,
National City was accelerating all of the outstanding indebtedness
under the three notes, including accrued and unpaid interest of
approximately $0.3 million.

The Company is currently in discussions with National City with
respect to the loans.  However, there can be no assurance as to
the outcome of any such discussions.  

Defaults under the National City loans may constitute a cross-
default or event of default under certain of its other loan
agreements, indentures, mortgages and other evidences of
indebtedness, and the lenders that are parties thereto may elect
to exercise their rights and remedies thereunder.  There can be no
assurance as to the outcome of any such lender action.

                    About Tarragon Corp.

Headquartered in New York City, Tarragon Corporation (NasdaqGS:
TARR) -- http://www.tarragoncorp.com/-- and its subsidiaries    
engage in the development, ownership, and management of real
estate properties in the United States.  It operates in two
divisions, a Real Estate Development Division (Development
Division) and an Investment Division.  The Development Division
focuses on developing, renovating, building, and marketing homes
in high-density, urban locations and in master-planned
communities.  The Investment Division owns and operates a
portfolio of stabilized rental apartment communities located in
Alabama, Connecticut, Florida, New Jersey, Texas, Rhode Island,
Tennessee, Maryland, Oklahoma, Michigan, and Georgia.  The company
was founded in 1973.

The company's balance sheet at June 30, 2008, showed
$918.2 million in total assets, $1.1 billion in total liabilities
and $19.2 million in minority interest, resulting in
$155.1 million stockholders' deficit.

As of June 30, 2008, the company had $972.6 million of
consolidated debt, and had guaranteed additional debt of one
unconsolidated joint venture of $30.2 million.

                         Going Concern Doubt

As reported in the Troubled Company Reporter on April 14, 2008,
Grant Thornton LLP raised substantial doubt about the ability of
Tarragon Corporation to continue as a going concern after it
audited the company's financial statements for the year ended
Dec. 31, 2007.  

The auditing firm stated that as of Dec. 31, 2007 the company had
$1.1 billion in consolidated debt and had guaranteed additional
debt of its unconsolidated joint ventures totaling $31.6 million.  
At Dec. 31, 2007, the company was not in compliance with certain
of its debt covenants.  Additionally, the company incurred a net
loss during the year ended Dec. 31, 2007, and, as of that date,
the company's total liabilities exceeded its total assets by
$93.6 million.


THAYER POWER: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Thayer Power and Communication Line
        Construction Company, Inc.
        7400 Market Road
        P.O. Box 915
        Fairview, PA 16415

Bankruptcy Case No.: 08-11904

Type of Business: The Debtor is a commercial development and
                  construction company.
                  See http://www.thayerpc.com/

Chapter 11 Petition Date: October 4, 2008

Court: Western District of Pennsylvania (Erie)

Debtor's Counsel: Lawrence C. Bolla, Esq.
                  Quinn Buseck Leemhuis Toohey & Kroto Inc
                  lbolla@quinnfirm.com
                  2222 West Grandview Boulevard
                  Erie, PA 16506-4508
                  Tel: (814) 833-2222

Estimated Assets: Less than $50,000

Estimated Debts:  $1 million to $10 million

A copy of the Debtor's petition that contains a list of its 20
Largest Unsecured Creditors is available at:

           http://bankrupt.com/misc/pawb08-11904.pdf


UNI-MARTS: Landlord Limited to $2.2MM Drawdown on Letter of Credit
------------------------------------------------------------------
Bill Rochelle of Bloomberg News reports that the U.S. Bankruptcy
Court for the District of Delaware temporarily stopped National
Retail Property, LP, a landlord of Uni-Marts, LLC, and its debtor-
affiliates, from drawing down more than $2.2 million on a
$6.2 million letter of credit, the most that could be paid in view
of the three-year limit on damages.  The letter was given to
National Retail pre-bankruptcy as security for the recovery of
damages if there were a breach.

The Court has scheduled another hearing on Oct. 15, 2008, to
consider extending the prohibition, according to the report.

Landlords or their lawyers generally know that bankruptcy
law limits damages from breach of a real estate lease to three
years' rent or less.  Some might not know that securing the lease
with a letter of credit may not avoid the three-year limitation
on damages.

                        About Uni-Marts

Headquartered in State College, Pennsylvania, Uni-Marts LLC sells
consumer goods.  The company and six of its affiliates filed for
Chapter 11 protection on May 29, 2008 (Bankr. D. Del. Lead Case
No.08-11037).  Michael Gregory Wilson, Esq., at Hunton & Williams
LLP represents the Debtors in their restructuring efforts.  The
Debtor selected Epiq Bankruptcy Solutions LLC as its claims,
notice and balloting agent.  The U.S. Trustee for Region 3
appointed seven creditors to serve on an Official Committee of
Unsecured Creditors.  The Committee selected Blank Rome LLP as its
counsel in these cases.


WACHOVIA BANK: Moody's Holds Low-B Ratings on Six Cert. Classes
---------------------------------------------------------------
Moody's Investors Service upgraded the rating of two classes and
affirmed 19 classes of Wachovia Bank Commercial Mortgage Trust,
Commercial Mortgage Pass-Through Certificates, Series 2004-C11 as:

  -- Class A-1, $6,736,619, affirmed at Aaa
  -- Class A-2, $70,000,000, affirmed at Aaa
  -- Class A-3, $87,715,000, affirmed at Aaa
  -- Class A-4, $52,829,000, affirmed at Aaa
  -- Class A-5, $454,900,000, affirmed at Aaa
  -- Class A-1A, $153,435,178, affirmed at Aaa
  -- Class X-C, Notional, affirmed at Aaa
  -- Class X-P, Notional, affirmed at Aaa
  -- Class B, $28,641,000, upgraded to Aaa from Aa1
  -- Class C, $13,018,000, upgraded to Aa2 from Aa3
  -- Class D, $23,434,000, affirmed at A2
  -- Class E, $11,717,000, affirmed at A3
  -- Class F, $14,320,000, affirmed at Baa1
  -- Class G, $13,019,000, affirmed at Baa2
  -- Class H, $10,415,000, affirmed at Baa3
  -- Class J, $16,924,000, affirmed at Ba1
  -- Class K, $5,207,000, affirmed at Ba2
  -- Class L, $2,604,000, affirmed at Ba3
  -- Class M, $2,604,000 affirmed at B1
  -- Class N, $2,603,000, affirmed at B2
  -- Class O, $2,604,000, affirmed at B3

Moody's upgraded Classes B and C due to increased defeasance and
credit enhancement.

As of the September 15, 2008 distribution date, the transaction's
aggregate certificate balance has decreased by approximately 5.5%
to $984.4 million from $1.04 billion at securitization.  The
Certificates are collateralized by 54 mortgage loans ranging in
size from less than 1.0% to 11.9% of the pool, with the top 10
loans representing 46.4% of the pool.  The pool includes four
loans, representing 29.0% of the pool, with investment grade
underlying ratings.  The performance of the Bay City Mall
($24.3 million -- 2.5%) has declined since securitization and it
no longer has an investment grade underlying rating.  Twenty-one
loans, representing 17.2% of the pool balance, have defeased and
are collateralized by U.S. Government securities.

There have been no realized losses to date and currently there are
no loans in special servicing.  Three loans, representing 2.5% of
the pool, are on the master servicer's watchlist.

Moody's was provided with year-end 2007 operating results for
93.2% of the pool. Moody's loan to value ratio for the conduit
component is 92.4% compared to 92.1% at Moody's prior full review
in November 2006 and 96.2% at securitization.

The largest loan with an underlying rating is the Brass Mill
Center & Commons Loan ($116.7 million -- 11.9%), which is secured
by the borrower's interest in a 1.2 million square foot regional
mall and adjacent 197,000 square foot community center.  The
properties are located approximately 28 miles southwest of
Hartford in Waterbury, Connecticut.  The mall is anchored by
Sears, Macy's, J.C. Penney and Burlington Coat Factory.  The in-
line mall stores were 91.3% occupied as of March 2008 compared to
95.1% at last review.  The loan has a 25-year amortization
schedule and has amortized 10.2% since securitization.  The loan
sponsors are General Growth Properties Inc. and the New York State
Common Retirement Fund.  Moody's current underlying rating is
Baa3, the same as at last review.

The second loan with an underlying rating is the Four Seasons Town
Center Mall Loan ($89.2 million - 9.1%), which is secured by the
borrower's interest in a 1.1 million square foot regional mall
located in Greensboro, North Carolina.  The center is anchored by
Dillard's, J.C. Penney and Belk.  The in-line stores were 86.1%
occupied as of March 2008 compared to 90.0% at last review.  The
decline in the mall's performance since last review has been
offset by amortization.  The loan has amortized 8.8% since
securitization.  The loan sponsor is General Growth Properties
Inc. Moody's current underlying rating is A3, the same as last
review.

The third shadow rated loan is the Starrett-Lehigh Building Loan
($57.3 million - 5.8%), which is a pari-passu interest in a
$175.8 million first mortgage loan.  The loan is secured by a 2.3
million square foot Class B/C office building located in the Penn
Station submarket of New York City.  The property was 93.0%
occupied as of May 2008 compared to 88.0% at last review and 74.3%
at securitization.  No tenant occupies more than 3.3% of the
premises. Performance has improved since securitization due to
increased revenues and amortization.  The loan has amortized 4.6%
since securitization. Moody's current underlying rating is Aa2
compared to Aa3 at last review.

The remaining two loans with underlying ratings comprise 4.1% of
the pool.  The Home Depot Loan ($21.6 million - 2.2%) is secured
by a 100,000 square foot single tenant retail building located in
Colma, California.  Moody's current underlying rating is A1, the
same as last review.  The University Mall Loan ($18.7 million -
1.9%) is secured by the borrower's interest in a 593,000 square
foot retail property located in Tuscaloosa, Alabama.  Moody's
current underlying rating is Aa3, the same as last review.

The top three conduit loans represent 16.2% of the outstanding
pool balance.  The largest conduit loan is the Bank of America
Tower Loan ($72.9 million -- 7.4%), which is secured by a 661,000
square foot Class A office building and an adjacent 36,000 square
foot annex building located in downtown Jacksonville, Florida.  
The property was 87.2% occupied as of March 2008 compared to 86.1%
at last review.  The property is anchored by Bank of America
Corporation, which leases 27.0% of the premises through September
2009.  Moody's LTV is 91.0%, essentially the same as at last
review.

The second largest conduit loan is the Westland Mall Loan
($57.5 million - 5.8%), which is secured by the borrower's
interest in a 835,000 square foot regional mall located
approximately five miles north of the Miami International Airport
in Hialeah, Florida.  The center is anchored by Burdines, Sears
and J.C. Penney.  The in-line stores were 94.8% occupied as of
December 2007 compared to 98.2% at last review.  Moody's LTV is
81.4% compared to 88.4% at last review.

The third largest conduit loan is the Amargosa Commons Shopping
Center ($28.8 million -- 2.9%), which is secured by a power center
located in Palmdale, California.  The property was 100.0% occupied
as of March 2008 compared to 96.1% at securitization.  The largest
tenants include Circuit City, Bed Bath & Beyond and T.J. Maxx.  
Moody's LTV is 104.1% compared to 105.6% at last review.

Moody's periodically completes full reviews in addition to
monitoring transactions on a monthly basis.  Moody's prior full
review is summarized in a press release dated December 14, 2006.

Moody's has published rating methodologies outlining its
analytical approach to surveillance and its approach to rating
conduit and fusion transactions.  In addition, Moody's has
published numerous articles outlining its ratings approach to the
various property types customarily deposited within these
transactions along with other articles on credit issues unique to
CMBS.  The major rating methodologies employed in analyzing this
transaction include:

CMBS: Moody's Approach to Surveillance, September 30, 2002 -- this
paper provides an overview of Moody's surveillance philosophy, an
indication of what prompts a conduit review, how conduit and large
loan monitoring is performed, and what its objectives are with
respect to post-closing requests and servicer reviews;

CMBS: Moody's Approach to Rating U.S. Conduit Transactions,
September 15, 2000 -- this paper provides an overview of rating
methodology and process with details on property level analysis,
loan level analysis, legal and structural characteristics, and
portfolio characteristics with supplementary information on legal
issues, a research summary, helpful information for commercial
real estate transactions, capitalization rates, and guidelines for
capital reserves; and

US CMBS: Moody's Approach to Rating Fusion Transactions, April 19,
2005 -- this paper discusses the key ratings factors for fusion
deals, value drivers for office and retail properties, valuation
and cap rate issues, property type volatility, Moody's large loan
tranching methodology, and an assessment of subordination levels.


WACHOVIA BANK: Moody's Trims $41.218MM Cert. Rating to B3 from Ba2
------------------------------------------------------------------
Moody's Investors Service downgraded the ratings of five classes
of Wachovia Bank Commercial Mortgage Trust, Commercial Mortgage
Pass-Through Certificates, Series 2005-C20 and placed seven
classes on review for possible downgrade as:

  -- Class B, $77,856,000, currently rated Aa2, on review for
     possible downgrade

  -- Class C, $27,479,000, currently rated Aa3, on review for
     possible downgrade

  -- Class D, $68,697,000, downgraded to A3 from A2, on review for
     possible downgrade

  -- Class E, $41,218,000, downgraded to Baa1 from A3, on review
     for possible downgrade

  -- Class F, $41,218,000, downgraded to Baa3 from Baa2, on review
     for possible downgrade

  -- Class G, $32,059,000, downgraded to Ba2 from Baa3, on review
     for possible downgrade

  -- Class H, $41,218,000, downgraded to B3 from Ba2, on review
     for possible downgrade

Moody's downgraded Classes D, E, F, G and H and placed Classes B,
C, D, E, F, G and H on review for possible downgrade due to
expected losses associated with the specially serviced Macon &
Burlington Mall Pool Loan.

The Macon & Burlington Mall Pool Loan ($137.6 million - 4.1%) is
secured by the borrower's interest in two regional malls
containing a total of 1.8 million square feet located in Macon,
Georgia and Burlington, North Carolina.  Both malls have been
impacted by new competition and increased vacancies in both anchor
and in-line space.

The Macon Mall ($107.6 million) is a 1.4 million square foot mall
anchored by Sears, Dillard's, Belk, J.C. Penney and Macy's. None
of the anchors are owned by the borrower.  A fifth anchor,
Parisian, vacated in 2007. As of September 2008, the in-line shops
were approximately 71.6% occupied compared to 84.7% in May 2008.   
Many of the in-line tenants are paying reduced or percentage rent
because of co-tenancy clauses which have been triggered by the
property's high vacancy.  Dillard's has opened a store in a
recently completed lifestyle center located approximately 16 miles
from Macon Mall and Belk has also announced plans to open a store
at the same center.  Net operating income for calendar year 2008
is estimated at approximately $6.0 million compared to
$12.3 million at securitization.

The Burlington Mall ($30.0 million) is a 400,000 square foot mall
anchored by Sears. Belk and J.C. Penney vacated in 2007. As of
September 2008 the in-line shops were 55.8% occupied compared to
63.2% in May 2008.  Many of the in-line tenants are paying reduced
rent or percentage rent.  NOI for calendar year 2008 is estimated
at approximately $500,000 compared to $3.4 million at
securitization.

The Macon & Burlington Mall Pool Loan was transferred to special
servicing in March 2008.  Appraisals were completed for both
properties in March 2008 for an aggregate combined value of
$64.5 million.  An $80.0 million appraisal reduction was
recognized in July 2008.  Moody's is currently projecting an
$84.8 million loss for this loan but is concerned that the loss
could be greater if the performance of the malls continues to
decline.

Moody's periodically completes full reviews in addition to
monitoring transactions on a monthly basis.  Moody's prior full
review is summarized in a press release dated April 7, 2008.   
Moody's placed Classes D, E, F and G on review for possible
downgrade on July 24, 2008 because of increased anticipated losses
for the Burlington and Macon Pool Loan.

Moody's has published rating methodologies outlining its
analytical approach to surveillance and its approach to rating
conduit and fusion transactions.  In addition, Moody's has
published numerous articles outlining its ratings approach to the
various property types customarily deposited within these
transactions along with other articles on credit issues unique to
CMBS.  The major rating methodologies employed in analyzing this
transaction include:

CMBS: Moody's Approach to Surveillance, September 30, 2002 -- this
paper provides an overview of Moody's surveillance philosophy, an
indication of what prompts a conduit review, how conduit and large
loan monitoring is performed, and what its objectives are with
respect to post-closing requests and servicer reviews; and

CMBS: Moody's Approach to Rating U.S. Conduit Transactions,
September 15, 2000 -- this paper provides an overview of rating
methodology and process with details on property level analysis,
loan level analysis, legal and structural characteristics, and
portfolio characteristics with supplementary information on legal
issues, a research summary, helpful information for commercial
real estate transactions, capitalization rates, and guidelines for
capital reserves.


WACHOVIA CORP: Merger With Wells Fargo Proceeds, Citi Walks Out
---------------------------------------------------------------
Wells Fargo & Co. and Citigroup, Inc., have terminated discussions
concerning a possible sale of certain banking assets of Wachovia
Corporation.  Citigroup said that it didn't reach any agreement
with Wells Fargo due to the differences in the parties'
transaction structures and their views of the risks involved.

Citigroup said, "We are proud to have been part of an historic
transaction that was supported by all of the federal banking
agencies and the Secretary of the Treasury, after consultation
with the President, and that we carefully designed to avoid
systemic stress and to advance the interests of our shareholders."

Wells Fargo reaffirmed that it is proceeding with its merger with
Wachovia as a whole company transaction with all of Wachovia's
banking and other operations, requiring no financial assistance
from the Federal Deposit Insurance Corporation or any other
government agency.

Wells Fargo has submitted its application to the Federal Reserve
Board seeking expedited approval of the merger and the share
exchange agreement previously entered into between Wachovia and
Wells Fargo.  Under the share exchange agreement, Wachovia is
issuing Wells Fargo preferred stock that votes as a single class
with Wachovia's common stock representing 39.9% of Wachovia's
voting power.  The acquisition of the non-banking related
operations of Wachovia and the share exchange agreement have
received early termination from the Federal Trade Commission,
under the Hart-Scott-Rodino Act.

Under the definitive agreement between the two companies, Wells
Fargo will acquire all outstanding shares of common stock of
Wachovia in a stock-for-stock transaction.  In the transaction,
Wells Fargo will acquire all of Wachovia Corporation and all its
businesses and obligations, including its preferred equity and
indebtedness, and all its banking deposits.

Wells Fargo Chairperson Dick Kovacevich said the merger is "simply
an incredible fit that will result in an immensely strong, stable
financial services company that will carry on Wachovia's proud
tradition of being one of the very best financial institutions in
the world.  We're combining the industry's number one ranking
customer service culture of Wachovia with the industry's number
one sales and cross-selling culture of Wells Fargo.  The best in
service and the best in sales, an unbeatable combination.  We also
bring to this merger our 157 years of experience in financial
services and the unparalleled convenience we can offer Wachovia
customers through one of the most extensive financial services
distributions systems in North America.  We have the highest
regard for the quality and commitment and caring of Wachovia team
members.  We believe their demonstrated commitment to outstanding
customer service and their highest standards of community
leadership are identical to our own values."

Mr. Kovacevich reiterated that the two companies have a firm,
binding merger agreement, are confident the merger will be
completed, that it will keep Wachovia intact and create
significant value for Wachovia and Wells Fargo shareholders.  
Wells Fargo will record Wachovia's credit-impaired assets at fair
value.  "Credit teams at Wells Fargo have had an opportunity to
work with their counterparts at Wachovia," said Mr. Kovacevich.  
"Much of Wachovia's portfolio involves businesses where Wells
Fargo has a significant market presence, operating history and
expertise.  We have had experience with such businesses through a
variety of credit cycles.  Given our broad based operating
expertise, and specific understanding of these individual
businesses we believe we have adequately evaluated the risks
inherent in the portfolios as of the time of this merger
agreement."

The combined company will have $1.42 trillion in assets,
$787 billion in deposits, 48 million customers, $258 billion
assets under management in mutual funds, 10,761 stores, 12,227
ATMs and 280,000 team members.  The merger will create the
nation's premier coast-to-coast community banking presence with
community banks in 39 states and the District of Columbia.  
Wachovia will add these banking stores, ATMs and deposits to the
combined company:

                                              Deposits
                  Banking Stores      ATMs   (Billions)
                  --------------      ----   ----------
    Alabama            141            178          $8.8
    Arizona             21             44          $2.7
    California         193            255         $37.1
    Colorado            34             35          $4.8
    Connecticut         74            105          $7.4
    Delaware            20             37          $3.4
    Florida            712            963         $71.1
    Georgia            277            653         $27.8
    Illinois             8             9           $0.9
    Kansas               8             8           $1.2
    Maryland            80           116           $7.5
    Mississippi         13            20           $0.5
    North Carolina     325           649          $96.2
    Pennsylvania       294           457          $30.9
    Nevada               6            26          $19.0
    New Jersey         312           468          $28.4
    New York            84           183          $15.1
    South Carolina     143           275          $11.7
    Tennessee           17            20           $0.5
    Texas              241           290          $14.1
    Virginia           290           443          $25.9
    Washington D.C.     32            66           $6.9
                     -----         -----         ------
    Total            3,325         5,300           $422

Sara Lepro at The Associated Press relates that Wells Fargo said
it expects the deal to be completed by the end of the fourth
quarter.  The Federal Reserve said in a statement that it would
immediately start considering Wells Fargo's request to acquire
Wachovia.

Citigroup's transaction, which it remains willing to complete,
protected Wachovia's holding company debt and its subsidiary
banks, while limiting the risk to Citigroup and generating value
for its shareholders.  The transaction also preserved substantial
value for Wachovia's shareholders and other holding company
stakeholders without exposing Citigroup to Wachovia holding
company liabilities it declined to assume.  Finally, Citigroup
agreed to pay $12 billion to the FDIC, and to incur up to $42
billion of losses, in exchange for the contingent loss protection
the FDIC agreed to provide.

The AP states that Citigroup said it will seek $60 billion in
damages for breach of contract, but has decided not to challenge
the Wells Fargo-Wachovia deal in court.

As reported by the Troubled Company Reporter on Oct. 6, Wachovia
Bank N.A., as trustee, has announced that it would close the
Commonfund Short Term Fund.  According to Standard & Poor's, there
are 1,007 educational institutions with investments in the fund,
composed of approximately 900 colleges and universities and 100
private, independent schools.  On Sept. 29, 2008, Wachovia limited
liquidity to 10% of each participant investor's account value, and
announced that the remaining 90% of the fund would be available to
investors over the near term as securities in the portfolio mature
and as advisors are able to sell underlying securities in
normalized markets.  Already, the liquidity available to investors
is a slightly higher percentage (32.6%) than the amount expected
on Sept. 29.

The Wall Street Journal reports that the Fund manages $9.3 billion
in assets.  According to WSJ, Commonfund's CEO Verne O. Sedlacek
said that about 85% of the Fund was in "high-quality commercial
paper from blue-chip issuers," and the remaining is largely in
securities backed by assets like mortgages.

The decision to shut down the Fund didn't have any connection to
Wachovia's sale to Citigroup, because part of Wachovia that
handled the Fund isn't moving to Citigroup, WSJ relates, citing
Wachovia spokesperson Laura Fay.  According to the report, Ms. Fay
said that Wachovia was worried that there might be "the equivalent
of a run on the fund."      

                       About Citigroup Inc.

Headquartered on New York City, Citigroup Inc., a.k.a. Citi
(NYSE: C) -- http://www.citigroup.com/citigroup/-- a leading  
global financial services company, has some 200 million customer
accounts and does business in more than 100 countries, providing
consumers, corporations, governments and institutions with a broad
range of financial products and services, including consumer
banking and credit, corporate and investment banking, securities
brokerage, and wealth management.  The company's major brand names
include Citibank, CitiFinancial, Primerica, Smith Barney, Banamex,
and Nikko.

                       About Wells Fargo

Wells Fargo & Company -- http://wellsfargo.com-- is a diversified  
financial services company with $609 billion in assets, providing
banking, insurance, investments, mortgage and consumer finance
through almost 6,000 stores and the internet across North America
and elsewhere internationally.

                  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. 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.


WACHOVIA CORP: Gov't Okays Merger With Wells Fargo
--------------------------------------------------
Scott Lanman at Bloomberg News reports that the Federal Reserve's
Board of Governors unanimously approved on Oct. 12, Wells Fargo's
$12.2 billion takeover of Wachovia Corp.  According to Bloomberg,
Wells Fargo must wait five days before completing the acquisition.

Wachovia, as disclosed on Oct. 3, 2008, will issue shares of
preferred stock pursuant to the merger agreement and share
exchange agreement the company entered with Wells Fargo & Co. on
Oct. 3, 2008.

The transaction would normally require approval of shareholders
according to the Shareholder Approval Policy of the New York Stock
Exchange.

The Audit Committee of the Board of Directors of Wachovia
determined that the delay necessary in securing shareholder
approval for the consummation of the stock issuance would
seriously jeopardize the financial viability of Wachovia.  In
reaching this conclusion, the Audit Committee considered various
factors, including factors specific to Wachovia, the extraordinary
and highly uncertain economic, financial and political environment
and the experience of other financial institutions.  Because of
that determination, the Audit Committee, pursuant to an exception
provided in the NYSE's shareholder approval policy for such a
situation, expressly approved Wachovia's omission to seek the
shareholder approval that would otherwise have been required under
that policy.  The NYSE has accepted Wachovia's application of the
exception.

Wachovia, in reliance on the exception, is mailing to all
shareholders a letter notifying them of its intention to issue the
shares without seeking their approval.  Ten days after the notice
is mailed and upon receipt of all required regulatory approvals,
Wachovia will proceed to issue certificates for the shares of
preferred stock.

The proposed merger will be submitted to Wachovia's shareholders
for their consideration.  Wells Fargo will file a registration
statement with the Securities and Exchange Commission, which will
include a proxy statement/prospectus, and each of Wachovia and
Wells Fargo may file other relevant documents concerning the
proposed merger. Shareholders and other investors are urged to
read the registration statement and the proxy statement/prospectus
when they become available, as well as any other relevant
documents concerning the proposed merger filed with the SEC -- and
any amendments or supplements to those documents -- because they
will contain important information.

Wachovia and Wells Fargo and their respective directors and
executive officers may be deemed to be participants in the
solicitation of proxies from the shareholders of Wachovia in
connection with the proposed merger.  Information about the
directors and executive officers of Wachovia is set forth in the
proxy statement for Wachovia's 2008 annual meeting of
shareholders, as filed with the SEC on a Schedule 14A on
March 10, 2008.  Information about the directors and executive
officers of Wells Fargo is set forth in the proxy statement for
Wells Fargo's 2008 annual meeting of shareholders, as filed with
the SEC on a Schedule 14A on March 17, 2008.

                    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.


WALTER HOLMICH: Case Summary & Eight Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Walter L. Holmich
        6921 Dormandy Road
        Hillsborough, Florida 33565

Bankruptcy Case No.: 08-15755

Type of Business: The Debtor is a government procurement.

Chapter 11 Petition Date: October 9, 2008

Court: Middle District of Florida (Tampa)

Judge: Michael G. Williamson

Debtor's Counsel: Leon A Williamson, Jr., Esq.
                  leonwill@gte.net
                  3012 U.S. Highway 301, North, Suite 900
                  Tampa, FL 33619
                  Tel: (813) 626-0444
                  Fax: (813) 626-8111

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/flmb08-15755.pdf


WASHINGTON MUTUAL: U.S. Trustee to Hold Meeting to Form Panel
-------------------------------------------------------------
The United States Trustee for Region 3, will hold an
organizational meeting in the Chapter 11 cases of Washington
Mutual, Inc. on October 15, 2008 at 10:00 a.m. at The DoubleTree
Hotel, 700 King Street in Wilmington, Delaware.

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 Washington Mutual

Based in Seattle, Washington, Washington Mutual Inc. --
http://www.wamu.com/-- is a holding company for Washington Mutual    
Bank as well as numerous non-bank subsidiaries.  The company
operates in four segments: the Retail Banking Group, which
operates a retail bank network of 2,257 stores in California,
Florida, Texas, New York, Washington, Illinois, Oregon, New
Jersey, Georgia, Arizona, Colorado, Nevada, Utah, Idaho and
Connecticut; the Card Services Group, which operates a nationwide
credit card lending business; the Commercial Group, which conducts
a multi-family and commercial real estate lending business in
selected markets, and the Home Loans Group, which engages in
nationwide single-family residential real estate lending,
servicing and capital markets activities.

Washington Mutual Bank was taken over Sept. 25 by U.S. government
regulators.  The next day, WaMu and its debtor-affiliate, WMI
Investment Corp., filed separate petitions for Chapter 11 relief
(Bankr. D. Del. 08-12229 and 08-12228, respectively).  Wamu owns
100% of the equity in WMI Investment.  Weil Gotshal & Manges
represents the Debtors as counsel. When WaMu filed for protection
from its creditors, it listed assets of $32,896,605,516 and debts
of $8,167,022,695.  WMI Investment listed assets of $500,000,000
to $1,000,000,000 with zero debts.


WILLOW RE: S&P Cuts Rating on Class B 2007-1 Notes to 'CC'
----------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on Willow Re
Ltd.'s Class B 2007-1 principal-at-risk variable-rate notes to
'CC' from 'CCC'.

Standard & Poor's also said that it removed this rating from
CreditWatch, where it was placed on Sept. 30, 2008, with
developing implications.

Based on a recent investor conference call, Willow expects to make
the full interest payment due on Oct. 31, 2008.  However, future
payments--both interest and principal--are in doubt.

When S&P put the rating on the notes on CreditWatch developing,
there was the potential that Willow could find a replacement total
return swap counterparty after it terminated its arrangement with
Lehman Brothers Special Financing Inc.  In the intervening period,
the disruption in the credit markets has only increased, putting
further pressure on the market value of the assets.  "Given the
values assigned, it has become increasingly doubtful that Willow
will find a replacement total return swap counterparty," noted
Standard & Poor's credit analyst Gary Martucci.

In addition, even though the assets continue to receive scheduled
payments, because of issues such as when an index is reset and
when the payment is received, there can be no assurance the assets
will generate sufficient cash flow to make the January interest
payment.  "Given these expectations, it appears highly unlikely
that noteholders will receive timely principal and interest
payments," Mr. Martucci added.


ZOO HF: Fitch Keeps EUR5.5 Mil. Class E Rating 'BB' on Neg. Watch
-----------------------------------------------------------------
Fitch Ratings has downgraded six tranches from five hedge fund
collateralized fund obligations.  All 22 tranches remain on Rating
Watch Negative.  

These rating actions follow Fitch's reassessment of the macro
risks that affect its analysis of HF CFOs - notably higher
observed market volatility, reduced liquidity, and limited
transparency in underlying hedge funds.  Accordingly, Fitch is no
longer of the opinion that HF CFOs have risk characteristics that
are consistent with an 'AAA' rating.

As mentioned in the press release 'Fitch Places 22 Tranches from 5
Hedge Fund CFOs on Rating Watch Negative', published Sept. 25,
2008, the Negative Watch designations are primarily the result of
the application of Fitch's revised market value structures
criteria, published April 18, 2008.  The current rating actions
have been taken in conjunction with Fitch's broad review of the
hedge fund CFO sector, which is still ongoing.  While further
refinement and individual transaction analysis remains to be done,
Fitch decided that at this point, the highest rated classes were
not at a level that accurately represented Fitch's credit view and
therefore needed to be downgraded.

Fitch is currently reassessing its prior model-based approach for
analyzing HF CFOs, given the recent market environment. Fitch is
also requesting that additional detailed information be provided
on an ongoing basis from managers.  Where managers are unable or
unwilling to provide this additional information, Fitch may be
forced to withdraw its ratings.  Fitch expects to finalize its
review of these transactions by the end of the year.

The current HF CFO ratings are:

Man Glenwood Alternative Strategies II Ltd.

  -- $250,000,000 class A downgrade to 'AA' from 'AAA', remains on
     Rating Watch Negative;

  -- $40,000,000 class B 'AA', remains on Rating Watch Negative;

  -- $15,000,000 class C 'A', remains on Rating Watch Negative;

  -- $43,750,000 class D 'BBB', remains on Rating Watch Negative.

Phenix CFO Ltd.

  -- EUR 60,000,000 class S downgrade to 'AA' from 'AAA', remains
     on Rating Watch Negative;

  -- EUR 24,000,000 class M1 'AA', remains on Rating Watch
     Negative;

  -- EUR 15,000,000 class M2 'A', remains on Rating Watch
     Negative;

  -- EUR 21,000,000 class M3 'BBB', remains on Rating Watch
     Negative.

RMF Four Seasons CFO Ltd.

  -- EUR 23,500,000 class S downgrade to 'AA' from 'AAA', remains
     on Rating Watch Negative;

  -- EUR 18,800,000 class M1 downgrade to 'AA' from 'AA+', remains
     on Rating Watch Negative;

  -- EUR 11,750,000 class M2 'A', remains on Rating Watch
     Negative;

  -- EUR 16,450,000 class M3 'BBB', remains on Rating Watch
     Negative.

Sciens CFO I Limited

  -- EUR 121,200,000 class A downgrade to 'AA' from 'AAA', remains
     on Rating Watch Negative;

  -- EUR 21,000,000 class B 'AA', remains on Rating Watch
     Negative;

  -- EUR 13,900,000 class C 'A', remains on Rating Watch Negative;

  -- EUR 18,600,000 class D 'BBB+', remains on Rating Watch
     Negative;

  -- EUR 7,800,000 class E 'BB+', remains on Rating Watch
     Negative.

Zoo HF 3 plc

  -- EUR 94,500,000 class A downgrade to 'AA' from 'AAA', remains
     on Rating Watch Negative;

  -- EUR 8,000,000 class B 'AA', remains on Rating Watch Negative;

  -- EUR 6,500,000 class C 'A', remains on Rating Watch Negative;

  -- EUR 12,500,000 class D 'BBB', remains on Rating Watch
     Negative;

  -- EUR 5,500,000 class E 'BB', remains on Rating Watch Negative.


* S&P Puts Default Rating on 3 Alt-A RMBS Certificate Classes
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 77
classes of mortgage pass-through certificates from the following
five U.S. Alternative-A residential mortgage-backed securities
transactions issued in 2006 and 2007: First Horizon Alternative
Mortgage Securities Trust 2007-FA4; Morgan Stanley Mortgage Loan
Trust 2007-8XS; WaMu Mortgage Pass-Through Certificates Series
2007-OA6 Trust; Washington Mutual Mortgage Pass-Through
Certificates WMALT Series 2006-AR4 Trust; and Washington Mutual
Mortgage Pass-Through Certificates, WMALT Series 2006-AR5 Trust.  
The downgraded classes have a current balance of approximately
$2.84 billion.

S&P removed one of the lowered ratings from CreditWatch with
negative implications.  At the same time, S&P affirmed its ratings
on the remaining 20 classes from three of the five deals.

The collateral for these deals consists of Alt-A, fixed- and
adjustable-rate mortgage loans secured by one- to four-family
residential properties.  The downgrades reflect S&P's opinion that
projected credit support for the affected classes is insufficient
to maintain the previous ratings.  S&P's projected lifetime losses
for each structure within the affected transactions are:

STRUCTURE-LEVEL LOSS FORECASTS

  Deal                   Original bal.  Structure  Loss forecast
                           (mil. $)                     (%)
  ----                   -------------  ---------  -------------      
First Horizon Alt
Mtg Securities 2007-FA4         413.01   1              7.76

Morgan Stanley Mtg
Loan 2007-8XS                   572.80   1             17.96

WaMu Mortgage Pass-Thru
Certs 2007-OA6                1,448.10   1             13.80

WaMu Pass-Through
Certs WMALT 2006-AR4            983.55   1              9.68

WaMu Pass-Through
Certs WMALT 2006-AR5            146.75   1             22.03

WaMu Pass-Through
Certs WMALT 2006-AR5          1,074.30   2             11.26

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 its 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 S&P's base-case loss assumptions under its
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
S&P 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.

                           Rating Actions

First Horizon Alternative Mortgage Securities Trust 2007-FA4
Series     2007-FA4
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
I-A-1      32052WAA7     A              AAA
I-A-2      32052WAB5     A              AAA
I-A-3      32052WAC3     B              AAA
I-A-4      32052WAD1     A              AAA
I-A-5      32052WAE9     BB             AAA
I-A-6      32052WAF6     B              AAA
I-A-7      32052WAG4     A              AAA
I-A-8      32052WAH2     A              AAA
I-A-9      32052WAJ8     B              AAA
I-A-10     32052WAK5     A              AAA
I-A-11     32052WAL3     B              AAA
I-A-12     32052WAM1     A              AAA
I-A-13     32052WAN9     B              AAA
I-A-14     32052WAP4     B              AAA
I-A-PO     32052WAQ2     A              AAA
II-A1      32052WAS8     A              AAA
II-A-PO    32052WAT6     A              AAA
B-5        32052WAY5     CC             B-

Morgan Stanley Mortgage Loan Trust 2007-8XS
Series     2007-8XS
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
A-1        61754PAA2     AA             AAA
A-1-M      61754PBK9     BB             AAA
A-1-W      61754PAB0     AA             AAA
A-2        61754PAC8     BB             AAA
A-3-W      61754PAD6     AA             AAA
A-4        61754PAE4     BB             AAA
A-5        61754PAF1     BB             AAA
A-6        61754PAG9     BB             AAA
A-7        61754PAH7     BB             AAA
A-8        61754PAJ3     BB             AAA
A-9        61754PAX2     BB             AAA
A-10       61754PAY0     BB             AAA
A-11       61754PAZ7     BB             AAA
A-12       61754PBA1     BB             AAA
A-13       61754PBB9     AA             AAA
A-14       61754PBC7     AA             AAA
A-15       61754PBD5     BB             AAA
A-16       61754PBE3     BB             AAA
A-17       61754PBF0     BB             AAA
A-18       61754PBG8     BB             AAA
A-19       61754PBH6     BB             AAA
A-20       61754PBJ2     BB             AAA
M-1        61754PAK0     CCC            A
M-2        61754PAL8     CCC            BB+
M-3        61754PAM6     CCC            BB
M-4        61754PAN4     CCC            BB-
M-5        61754PAP9     CCC            B+
M-6        61754PAQ7     CCC            B
B-1        61754PAR5     CCC            B-
B-2        61754PAS3     CC             CCC

WaMu Mortgage Pass-Through Certificates Series 2007-OA6 Trust
Series 2007-OA6
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
CA-1B      92927BAD4     AA             AAA
CA-1C      92927BAE2     B              AAA/Watch Neg
B-1        92927BAH5     CCC            BBB-
B-2        92927BAJ1     CCC            BB
B-3        92927BAK8     CCC            BB-
B-4        92927BAL6     CCC            B
B-5        92927BAM4     CC             CCC

Washington Mutual Mortgage Pass-Through Certificates WMALT Series
2006-AR4 Trust
Series 2006-AR4
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
CA-1B      939345AE4     B              AAA
DA-1B      939345AF1     B              AAA
B-1        939345AL8     CCC            BBB
B-2        939345AM6     CCC            BB
B-3        939345AN4     CCC            B
B-4        939345AP9     CCC            B
B-9        939345AU8     CC             CCC
B-13       939345BD5     D              CC

Washington Mutual Mortgage Pass-Through Certificates, WMALT Series
2006-AR5 Trust
Series 2006-AR5
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
4A-1B      93935AAE2     B              AAA
CA-1B      93935AAH5     B              AAA
L-B-1      93935AAL6     CCC            AA+
L-B-2      93935AAM4     CCC            BBB
L-B-3      93935AAN2     CCC            BB
L-B-4      93935AAP7     CCC            B
L-B-5      93935AAQ5     CCC            B
L-B-6      93935AAR3     CCC            B
L-B-8      93935AAT9     CC             CCC
L-B-9      93935AAU6     CC             CCC
L-B-10     93935ABB7     CC             CCC
L-B-13     93935ABE1     D              CC
5A-1B      93935AAG7     B              BBB
5-B-5      93935ABH4     D              CC

                         Ratings Affirmed

WaMu Mortgage Pass-Through Certificates Series 2007-OA6 Trust
Series 2007-OA6

Class      CUSIP         Rating
-----      -----         ------
1A         92927BAA0     AAA
1A-1B      92927BAB8     AAA
2A         92927BAC6     AAA

Washington Mutual Mortgage Pass-Through Certificates WMALT Series
2006-AR4 Trust
Series 2006-AR4

Class      CUSIP         Rating
-----      -----         ------
1A         939345AA2     AAA
2A         939345AB0     AAA
3A         939345AC8     AAA
DA         939345AD6     AAA
X-1        939345AG9     AAA
X-2        939345AH7     AAA
X-3        939345AJ3     AAA
X-4        939345AK0     AAA
PPP-1      939345BF0     AAA
PPP-2      939345AV6     AAA

Washington Mutual Mortgage Pass-Through Certificates, WMALT Series
2006-AR5 Trust
Series 2006-AR5

Class      CUSIP         Rating
-----      -----         ------
1A         93935AAA0     AAA
2A         93935AAB8     AAA
3A         93935AAC6     AAA
4A         93935AAD4     AAA
DX-PPP     93935AAJ1     AAA
5A         93935AAF9     AAA
5X-PPP     93935AAK8     AAA


* S&P Puts Default Ratings on 3 Classes of C-Bass Certificates
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 13
classes of pass-through certificates from four reperforming U.S.
residential mortgage-backed securities transactions issued from
2002, 2003, and 2006.  Of these 13 ratings, S&P lowered three of
the 13 ratings to 'D' and removed one rating from CreditWatch with
negative implications.  At the same time, S&P affirmed its ratings
on 21 classes from one document-deficient and four reperforming
transactions.

The downgrades reflect erosion in credit support caused by a
reduction in subordination.  The decline resulted from monthly
losses that are exceeding excess interest, which caused
overcollateralization to deteriorate.  At the current loss levels,
current and projected credit support percentages are not
sufficient to support the ratings at their previous levels.   
Cumulative losses for the transactions S&P reviewed ranged from
2.96% (MASTR Specialized Loan Trust 2005-01) to 11.98%
(C-BASS 2003-RP1 Trust) of the original pool balances as of the
September 2008 remittance period.  Total delinquencies ranged from
14.65% (MASTR Specialized Loan Trust 2004-02) to 58.83% (C-BASS
2003-RP1 Trust) of the current pool balances.  

Severe delinquencies ranged from 10.56% (MASTR Specialized Loan
Trust 2004-02) to 44.59% (CWABS Asset-Backed Notes Trust 2006-SD4)
of the current pool balances.  These deals are seasoned between 21
months (CWABS Asset-Backed Notes Trust 2006-SD4) and 79 months
(C-BASS Mortgage Loan Asset-Backed Certificates 2002-CB1).  

Overcollateralization, subordination, and excess spread provide
credit support for most of the deals.  The collateral for these
transactions primarily consists of reperforming or document-
deficient, adjustable- and fixed-rate mortgage loans secured by
first liens on one- to four-family residential properties.  

                          Rating Actions

C-BASS Mortgage Loan Asset-Backed Certificates
Series 2002-CB1
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
B-2        12489WEM2     D              CCC

C-Bass Mortgage Loan Asset-Backed Certificates
Series 2002-CB6
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
B-1        12489WGF5     BB             BBB+
B-2        12489WGG3     CCC            BB-/Watch Neg
B-3        12489WGH1     D              CCC

C-BASS 2003-RP1 Trust
Series 2003-RP1
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
B-1        124860DV6     CCC            B
B-2        124860DW4     D              CCC

CWABS Asset-Backed Notes Trust 2006-SD4
Series 2006-SD4
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
A-1        232433AA0     A              AAA
M-1        232433AB8     BBB            AA+
M-2        232433AC6     B              AA
M-3        232433AD4     B-             A+
M-4        232433AE2     CCC            A
M-5        232433AF9     CCC            BBB+
M-6        232433AG7     CC             BBB

                          Ratings Affirmed

C-BASS Mortgage Loan Asset-Backed Certificates
Series 2002-CB1

Class      CUSIP         Rating
-----      -----         ------
M-2        12489WEK6     AAA
B-1        12489WEL4     BBB

C-BASS Mortgage Loan Asset-Backed Certificates Series 2002-CB6
Series 2002-CB6

Class      CUSIP         Rating
-----      -----         ------
M-1        12489WGC2     AAA
M-2F       12489WGE8     A
M-2V       12489WGD0     A

C-BASS 2003-RP1 Trust
Series 2003-RP1

Class      CUSIP         Rating
-----      -----         ------
A          124860DR5     AAA
M-1        124860DT1     AA
M-2        124860DU8     BBB-

MASTR Specialized Loan Trust 2004-02
Series 2004-02

Class      CUSIP         Rating
-----      -----         ------
A          576436AK5     AAA
M-1        576436AL3     AA
M-2        576436AM1     A
M-3        576436AN9     BBB
M-4        576436AP4     BBB-
B          576436AQ2     BB+

MASTR Specialized Loan Trust 2005-01
Series 2005-01

Class      CUSIP         Rating
-----      -----         ------
A-1        576436BV0     AAA
A-2        576436BW8     AAA
M-1        576436BX6     AA
M-2        576436BY4     A
M-3        576436BZ1     BB
M-4        576436CA5     B
B          576436CB3     B-


* S&P Junks Ratings on 10 Classes of CDO Securities
---------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 15
tranches from five U.S. cash flow and hybrid collateralized debt
obligation transactions.  S&P removed nine of the lowered ratings
from CreditWatch with negative implications.  The ratings on six
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 15 downgraded U.S. cash flow and hybrid tranches have a total
issuance amount of $2.994 billion.  Two of the five 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.  Three of the five 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, S&P has lowered its ratings on 3,897 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, 1,263 ratings from 449
transactions are currently on CreditWatch with negative
implications for the same reasons.  In all, S&P has downgraded
$456.597 billion of CDO issuance.

Additionally, S&P's ratings on $28.439 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
  -----------            -----      --                 ----
Biltmore CDO 2007-1 Ltd  A-1        CCC-/Watch Neg     AA/Watch Neg  
Cimarron CDO Ltd.        A-1 (CP)   AA+/A-1+/Watch Neg AAA/A-1+      
Cimarron CDO Ltd.        A-2        AA-/Watch Neg      AAA           
Cimarron CDO Ltd.        A-3        BBB-/Watch Neg     AA
Cimarron CDO Ltd.        B          CCC+/Watch Neg     BBB-/Watch Neg
E*Trade ABS CDO III Ltd  B          BBB                AA-/Watch Neg
E*Trade ABS CDO III Ltd  C          CCC-/Watch Neg     BB+/Watch Neg
E*Trade ABS CDO III Ltd  Pref Shrs  CC                 B/Watch Neg   
E*Trade ABS CDO III Ltd  Series I   CC                 B/Watch Neg   
Grand Avenue CDO III Ltd A-1        CC                 B+/Watch Neg  
Grand Avenue CDO III Ltd A-2        CC                 CCC/Watch Neg
Grand Avenue CDO III Ltd A-3        CC                 CCC-/Watch Neg
Tourmaline CDO I Ltd.    I          AA                 AAA/Watch Neg
Tourmaline CDO I Ltd.    II         CC                 BBB+/Watch Neg
Tourmaline CDO I Ltd.    III        CC                 B-/Watch Neg  

                        Other Outstanding Ratings

  Transaction                              Class      Rating
  -----------                              -----      ------
Biltmore CDO 2007-1 Ltd                    A-2        CC     
Biltmore CDO 2007-1 Ltd                    A-3        CC    
Biltmore CDO 2007-1 Ltd                    A-4        CC    
Biltmore CDO 2007-1 Ltd                    B          CC     
Biltmore CDO 2007-1 Ltd                    C          CC    
Biltmore CDO 2007-1 Ltd                    D          CC       
Biltmore CDO 2007-1 Ltd                    E          CC      
Diversified Global Securities Limited II   A          AAA       
Diversified Global Securities Limited II   B          AA        
Diversified Global Securities Limited II   C          A-       
E*Trade ABS CDO III Ltd                    A1         AAA       
E*Trade ABS CDO III Ltd                    A2         AAA      
Grand Avenue CDO III Ltd                   B          CC      
Grand Avenue CDO III Ltd                   C-1        CC      
Grand Avenue CDO III Ltd                   C-2        CC    
Grand Avenue CDO III Ltd                   D          CC       
Tourmaline CDO I Ltd.                      IV         CC       


* Write-Downs Cue S&P Default Ratings on 32 Certificate Classes
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 32
classes of asset-backed certificates from 24 U.S. subprime
residential mortgage-backed securities transactions issued between
2003 and 2007.

S&P downgraded these classes to 'D' because they all experienced
principal write-downs.

Subordination, overcollateralization, and excess spread provide
credit support for these transactions.  The collateral for these
deals originally consisted primarily of fixed- and adjustable-rate
mortgage loans secured primarily by one- to four-family
residential properties.

                          Rating Actions

ABFC 2004-OPT1 Trust
Series 2004-OPT1
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
B          04542BFG2     D              CCC

ABFC 2005-HE2 Trust
Series 2005-HE2
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
M-11       04542BNU2     D              CC

ABFC 2005-OPT 1 Trust
Series 2005-OPT1
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
B2         04542BPW6     D              CC

ABFC 2005-WMC1 Trust
Series 2005-WMC1
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
M-10       04542BPN6     D              CC
M-11       04542BPP1     D              CC

Asset Backed Securities Corporation Home Equity Loan Trust Series
NC 2006-HE2
Series NC2006-HE2
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
M9         04541GWQ1     D              CC
M10        04541GWR9     D              CC

Asset Backed Securities Corporation Home Equity Loan Trust, Series
AEG 2006-HE1
Series AEG2006HE1
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
M10        04541GVV1     D              CCC
M11        04541GVW9     D              CC

Asset Backed Securities Corporation Home Equity Loan Trust, Series
NC 2005-HE8
Series 2005-HE8
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
M10        04541GVB5     D              CCC
M11        04541GVC3     D              CCC

Asset Backed Securities Corporation Home Equity Loan Trust, Series
WMC 2005-HE5

Series 2005-HE5
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
M12        04541GSU7     D              CC

Bear Stearns Asset Backed Securities I Trust 2006-HE8
Series 2006-HE8
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
II-M-10    07388JBK0     D              CC

Meritage Mortgage Loan Trust 2003-1
Series 2003-1
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
M-6        59001FAH4     D              CCC

Meritage Mortgage Loan Trust 2004-1
Series 2004-1
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
M-6        59001FAV3     D              CC

Meritage Mortgage Loan Trust 2005-1
Series 2005-1
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
M-9        59001FCF6     D              CC

Soundview Home Loan Trust 2005-OPT4
Series 2005-OPT4
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
M-10       83611MJV1     D              CC

Structured Asset Investment Loan Trust 2003-BC9
Series 2003-BC9
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
M4         86358EDN3     D              CCC

Structured Asset Investment Loan Trust 2004-5
Series 2004-5
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
B          86358EJN7     D              CCC

Structured Asset Investment Loan Trust 2005-1
Series 2005-1
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
M9         86358EQR0     D              CC


Structured Asset Investment Loan Trust 2005-3
Series 2005-3
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
M9         86358ESD9     D              CC

Structured Asset Investment Loan Trust 2005-6
Series 2005-6
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
M9         86358EUJ3     D              CC

Structured Asset Investment Loan Trust 2005-8
Series 2005-8
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
M7         86358EXW1     D              CC
M8         86358EXX9     D              CC

Structured Asset Investment Loan Trust 2005-9
Series      2005-9
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
M9         86358EYP5     D              CC

Structured Asset Investment Loan Trust 2005-11
Series      2005-11
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
M6         86358EZZ2     D              CC

Structured Asset Investment Loan Trust 2006-1
Series      2006-1
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
M7         86358EB88     D              CC
M8         86358EB96     D              CC

Structured Asset Investment Loan Trust 2006-BNC2
Series      2006-BNC2
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
M5         86358GAL5     D              CC
M6         86358GAM3     D              CC

WaMu Asset-Backed Certificates WaMu Series 2007-HE1 Trust
Series      2007-HE1
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
B-1        933631AQ6     D              CC


* S&P Junks Ratings on 32 Tranches From 17 Synthetic CDOs
---------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 32
tranches from 17 synthetic collateralized debt obligation
transactions; these ratings remain on CreditWatch with negative
implications.  In addition, S&P left the ratings on 85 additional
tranches from 29 synthetic CDO deals on CreditWatch negative.

The downgrades follow Standard & Poor's review of synthetic CDO
transactions for which Lehman Bros. Holdings Inc. acts as either
the credit support provider or guarantor to various Lehman Bros.
entities that act as swap counterparties to the affected
transactions.  Standard & Poor's believes the downgraded notes
will not have enough funds to pay the principal balance and
accrued interest upon liquidation.  

S&P expects the shortfall to cause loss of principal on the rated
notes, even though the shortfall is caused by a failure of Lehman
Bros. Holdings Inc. to meet its obligations under the swap
agreements.  Because noteholders generally benefit from
subordinated swap termination payments, S&P expects principal
losses to be minimal.  However, Standard & Poor's considers
principal losses to constitute a rating default.

S&P believes that the notes with ratings remaining on CreditWatch
negative but not lowered will be paid in full upon the liquidation
of the transaction.  These notes benefited from both the
subordinated swap termination payments and the requirement that
Lehman post collateral one period in advance on the coupon owed to
the notes.

Once S&P receives final payment reports, if the notes experience a
loss, it will downgrade them to 'D'.  However, if the notes are
paid back in full, it will withdraw the ratings.

       Ratings Lowered and Remaining on Creditwatch Negative

Barton Springs CDO SPC
2005-2 SEG
                                 Rating
                                 ------
Class                    To                  From
-----                    --                  ----
D-1                      CCC-/Watch Neg      BBB-/Watch Neg
D-2                      CCC-/Watch Neg      BBB-/Watch Neg

Blue Point CDO SPC
2005-1
                                 Rating
                                 ------
Class                    To                  From
-----                    --                  ----
C-1                      CCC-/Watch Neg      BBB+/Watch Neg
C-2                      CCC-/Watch Neg      BBB+/Watch Neg
D-1                      CCC-/Watch Neg      BB+/Watch Neg
D-2                      CCC-/Watch Neg      BB+/Watch Neg

Blue Point CDO SPC
2005-2
                                 Rating
                                 ------
Class                    To                  From
-----                    --                  ----
C                        CCC-/Watch Neg      BBB+/Watch Neg
D                        CCC-/Watch Neg      BB+/Watch Neg

Cherry Hill CDO SPC
2007-1
                                 Rating
                                 ------
Class                    To                  From
-----                    --                  ----
Notes                    CCC-/Watch Neg      BBB+/Watch Neg

Cherry Hill CDO SPC
2007-2
                                 Rating
                                 ------
Class                    To                  From
-----                    --                  ----
Notes                    CCC-/Watch Neg      BBB+/Watch Neg

Copper Creek CDO SPC
2007-1
                                 Rating
                                 ------
Class                    To                  From
-----                    --                  ----
A                        CCC-/Watch Neg      AAA/Watch Neg
B-1                      CCC-/Watch Neg      AA/Watch Neg
B-2                      CCC-/Watch Neg      AA/Watch Neg
C                        CCC-/Watch Neg      A/Watch Neg
D                        CCC-/Watch Neg      BBB/Watch Neg
E                        CCC-/Watch Neg      BB/Watch Neg

Lakeview CDO SPC
2007-1
                                 Rating
                                 ------
Class                    To                  From
-----                    --                  ----
A                        CCC-/Watch Neg      AAA/Watch Neg
B                        CCC-/Watch Neg      AA/Watch Neg
C                        CCC-/Watch Neg      A/Watch Neg

Lakeview CDO SPC
2007-2
                                 Rating
                                 ------
Class                    To                  From
-----                    --                  ----
Notes                    CCC-/Watch Neg      AA/Watch Neg

Lakeview CDO SPC
2007-3
                                 Rating
                                 ------
Class                    To                  From
-----                    --                  ----
Notes                    CCC-/Watch Neg      AA/Watch Neg

Lakeview CDO SPC
2007-4
                                 Rating
                                 ------
Class                    To                  From
-----                    --                  ----
Notes                    CCC-/Watch Neg      AA/Watch Neg

Penn's landing CDO SPC
Series 2007-1
                                 Rating
                                 ------
Class                    To                  From
-----                    --                  ----
C                        CCC-/Watch Neg      BBB+/Watch Neg
D                        CCC-/Watch Neg      BBB-/Watch Neg
E                        CCC-/Watch Neg      B/Watch Neg

Restructured Asset Certificates with Enhanced Returns Series 2005-
10-C
Certificates
                                 Rating
                                 ------
Class                    To                  From
-----                    --                  ----
2005-10-C                CCC-/Watch Neg      AA-/Watch Neg

Series 2006-1 Segregated Portfolio of Greystone
                                 Rating
                                 ------
Class                    To                  From
-----                    --                  ----
B                        CCC-/Watch Neg      A/Watch Neg
C                        CCC-/Watch Neg      BBB-/Watch Neg

Series 2006-2 Segregated Portfolio of 801 Grand CDO SPC
                                 Rating
                                 ------
Class                    To                  From
-----                    --                  ----
C                        CCC-/Watch Neg      A/Watch Neg

Solar V CDO SPC
                                 Rating
                                 ------
Class                    To                  From
-----                    --                  ----
A                        CCC-/Watch Neg      A-/Watch Neg

Stony Hill CDO SPC
2005-1 SEG
                                 Rating
                                 ------
Class                    To                  From
-----                    --                  ----
Notes                    CCC-/Watch Neg      B/Watch Neg

Sunset Park CDO Ltd. SPC
2004-2
                                 Rating
                                 ------
Class                    To                  From
-----                    --                  ----
D                        CCC-/Watch Neg      AA+/Watch Neg

            Ratings Remaining on Creditwatch Negative

Alta CDO SPC
2007-2
                              
Class                    Rating
-----                    ------
A-1                      AAA/Watch Neg       
A-2                      AAA/Watch Neg       

Alta CDO SPC Series 2007-1
2007-1
                                 
Class                    Rating
-----                    ------
A                        BBB+/Watch Neg      
B                        BBB-/Watch Neg      

Barton Springs CDO SPC
2005-1 SEG
                                 
Class                    Rating
-----                    ------
A-1                      AA+/Watch Neg       
A-2                      AA+/Watch Neg       
B-1                      BBB+/Watch Neg      
B-2                      BBB+/Watch Neg      
C-1                      BBB-/Watch Neg      
C-2                      BBB-/Watch Neg      
C-3                      BBB-/Watch Neg      
D-1                      BB/Watch Neg        
D-2                      BB/Watch Neg        

Barton Springs CDO SPC
2005-2 SEG
                                 
Class                    Rating
-----                    ------                  
A-1                      AA+/Watch Neg       
A-2                      AA+/Watch Neg       
B-1                      A+/Watch Neg        
B-2                      A+/Watch Neg        
C-1                      BBB+/Watch Neg      
C-2                      BBB+/Watch Neg      

Blue Point CDO SPC
2005-1
                                 
Class                    Rating
-----                    ------            
A-1                      AA/Watch Neg        
A-2                      AA/Watch Neg        
B-1                      A+/Watch Neg        
B-2                      A+/Watch Neg        

Blue Point CDO SPC
2005-2
                                 
Class                    Rating
-----                    ------
A                        AA/Watch Neg        
B                        A+/Watch Neg        

Equinox Funding
                                 
Class                    Rating
-----                    ------                  
SR cds                   AAA/Watch Neg       

Freedom Park CDO Series 2005-1 Limited
                                 
Class                    Rating
-----                    ------                  
A                        AAA/Watch Neg       
B                        AAA/Watch Neg       
C                        AAA/Watch Neg       

Greystone CDO SPC
2006-2
                                 
Class                    Rating
-----                    ------                  
A                        BBB+/Watch Neg      

Greystone CDO SPC
2008-4
                                 
Class                    Rating
-----                    ------                  
A                        AAA/Watch Neg       

Jefferson Valley CDO SPC
2006-1
                                 
Class                    Rating
-----                    ------                  
A                        BBB+/Watch Neg      
B-1                      BBB-/Watch Neg      
B-2                      BBB-/Watch Neg      

Pallas IV CDO Ltd.
                                 
Class                    Rating
-----                    ------                  
Fltg Rt Nt               AA+/Watch Neg       

Penn's landing CDO SPC
2007-1
                                 
Class                    Rating
-----                    ------                 
A                        AA/Watch Neg        
B-1                      A-/Watch Neg        
B-2                      A-/Watch Neg        

Robania CDO Ltd.
                                 
Class                    Rating
-----                    ------                  
A-1                      AA/Watch Neg        
A-2                      AA/Watch Neg        
B-1                      A/Watch Neg         
B-2                      A/Watch Neg         
B-3                      A/Watch Neg         
C-1                      BBB-/Watch Neg      
C-2                      BBB-/Watch Neg      

Series 2006-1 Segregated Portfolio of 801 Grand CDO SPC
                                 
Class                    Rating
-----                    ------                 
A                        AAA/Watch Neg       
B-1                      AA/Watch Neg        
B-2                      AA/Watch Neg        
C                        A/Watch Neg         
D                        BBB/Watch Neg       
E-1                      BB/Watch Neg        
E-2                      BB/Watch Neg        

Series 2006-1 Segregated Portfolio of Greystone
                                 
Class                    Rating
-----                    ------                  
A-1                      AA-/Watch Neg       
A-2                      AA-/Watch Neg       

Series 2006-1 Segregated Portfolio of Stowe CDO SPC
                                 
Class                    Rating
-----                    ------                  
A                        A-/Watch Neg        
B-1                      BBB/Watch Neg       
B-2                      BBB/Watch Neg       
C                        BBB-/Watch Neg      

Series 2006-2 Segregated Portfolio of 801 Grand CDO SPC
                                 
Class                    Rating
-----                    ------                  
A                        AA/Watch Neg        
B                        AA/Watch Neg        

Series 2007-1 D-Force Segregated Portfolio of Securitized Product
of Restructured Collateral Limited SPC
                                 
Class                    Rating
-----                    ------                
Floating R               A-/Watch Neg        

Series 2007-1 Federation A-1 Segregated Portfolio of Securitized
Product of Restructured Collateral Limited SPC
                                 
Class                    Rating
-----                    ------                  
A-1                      CCC-/Watch Neg      
A-2                      CCC-/Watch Neg      

Series 2007-1 Segregated Portfolio of Pantera Vive CDO SPC
                                 
Class                    Rating
-----                    ------                
A                        AA/Watch Neg        

Series 2007-1 TABXSPOKE Segregated Portfolio
                                 
Class                    Rating
-----                    ------                 
A                        CCC-/Watch Neg      

Series 2008-1 Segregated Portfolio of Stowe CDO SPC
2008-1
                                 
Class                    Rating
-----                    ------                  
A                        AAA/Watch Neg       

Series 2008-2A Segregated Portfolio of Stowe CDO SPC
2008-2A
                                 
Class                    Rating
-----                    ------                  
A                        AAA/Watch Neg       

Sunset Park CDO Ltd. SPC
2004-1
                                 
Class                    Rating
-----                    ------                 
A                        AAA/Watch Neg       
B                        AAA/Watch Neg       
C                        AAA/Watch Neg       

Sunset Park CDO Ltd. SPC
2004-4
                                 
Class                    Rating
-----                    ------                
A                        AAA/Watch Neg       
B                        BBB+/Watch Neg      

Sunset Park CDO Ltd. SPC
2005-5
                                 
Class                    Rating
-----                    ------                  
A1                       AAA/Watch Neg       
A2                       AAA/Watch Neg       
B                        AA/Watch Neg        
C                        A/Watch Neg         

Sunset Park CDO Series 2005-6 Limited
                         
Class                   Rating
-----                   ------                 
A                       AAA/Watch Neg       

Sunset Park CDO-M Limited SPC
2005-3 SEG
                                 
Class                    Rating
-----                    ------                  
A                        AAA/Watch Neg       
B-1                      AAA/Watch Neg       
B-2                      AAA/Watch Neg       
C-1                      AAA/Watch Neg       
C-2                      AAA/Watch Neg       
D-1                      AA+/Watch Neg       
D-2                      AA+/Watch Neg       
E                        AA/Watch Neg


* S&P Lowers Ratings on 39 Classes From 6 RMBS Transactions
-----------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 39
classes from six residential mortgage-backed securities
transactions backed by U.S. Alternative-A mortgage loan collateral
issued in 2006.  The downgraded classes have a current balance
of approximately $10.4 billon.  S&P removed 13 of the lowered
ratings from CreditWatch with negative implications.  In addition,
S&P affirmed its ratings on 37 classes from these transactions.

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.  S&P arrived at S&P's
estimated projected losses for the Alt-A RMBS deals using the
foreclosure curve analysis outlined in "S&P Updates Its Default
And Loss Assumptions For U.S. Fixed-Alt-A RMBS Transactions"
published Sept. 25, 2008, on RatingsDirect and 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 S&P 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 its analysis, S&P 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 its 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.

Over the last several weeks Standard & Poor's has been reviewing
Alt-A collateral consisting of negative amortization (Neg-Am) and
hybrid adjustable-rate mortgage loans.  The transactions within
this review are predominantly backed by negative amortization and
long-reset fixed loans.  Including the transactions in this
release, S&P has resolved the ratings on 153 of these deals, with
the remaining 116 to be reviewed in the next few weeks.  Standard
& Poor's will continue to analyze the remaining transactions
affected by S&P's revised loss expectations.  S&P will analyze
deals in order of performance, looking at worse-performing deals
first.

                           Rating Actions

DSLA Mortgage Loan Trust 2006-AR2
Series      2006-AR2
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
M-1        23332QAG8     BB             AA+/Watch Neg
M-2        23332QAH6     CCC            AA/Watch Neg
M-3        23332QAJ2     CCC            AA-/Watch Neg
M-4        23332QAK9     CC             A+/Watch Neg
M-5        23332QAL7     CC             A-/Watch Neg
M-6        23332QAM5     CC             BB/Watch Neg

GreenPoint Mortgage Funding Trust 2006-AR1
Series      2006-AR1
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
A-3        39538WFM5     A              AAA/Watch Neg
M-1        39538WFN3     BB             AA+/Watch Neg
M-2        39538WFP8     B              AA/Watch Neg
M-3        39538WFQ6     CCC            AA-/Watch Neg
B-1        39538WFR4     CCC            BBB/Watch Neg
B-2        39538WFS2     CC             BB/Watch Neg
B-3        39538WFT0     CC             B/Watch Neg

HarborView Mortgage Loan Trust 2006-9
Series      2006-9
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
1A-1A      41161XAA4     BBB            AAA
2A-1C1     41161XAM8     BBB            AAA
B-1        41161XAE6     B              AA+
B-2        41161XAF3     CCC            AA
B-3        41161XAG1     CCC            AA-
B-5        41161XAJ5     CC             A-
B-6        41161XAK2     CC             BBB
B-7        41161XAL0     CC             BBB-

HarborView Mortgage Loan Trust 2006-12
Series      2006-12
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
1A-1A      41162DAA7     BBB            AAA
B-1        41162DAJ8     B              AA+
B-2        41162DAK5     CCC            AA
B-3        41162DAL3     CCC            BBB
B-4        41162DAM1     CCC            B
B-5        41162DAN9     CC             CCC


HarborView Mortgage Loan Trust 2006-14
Series 2006-14
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
1A-1A      41162NAA5     BB             AAA
2A-2C      41162NAH0     BB             AAA
B-1        41162NAJ6     B              AA+
B-3        41162NAL1     CCC            AA-
B-4        41162NAM9     CCC            A+
B-5        41162NAN7     CC             BBB
B-6        41162NAP2     CC             BB

IndyMac INDX Mortgage Loan Trust 2006-AR9
Series 2006-AR9
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
1-A-1      45661EGC2     A              AAA
2-A-2      45661EGF5     A              AAA
3-A-4      45661EGL2     A              AAA
B-1        45661EGM0     B              AA+
B-2        45661EGN8     CCC            BB

                          Ratings Affirmed

DSLA Mortgage Loan Trust 2006-AR2
Series 2006-AR2

Class      CUSIP         Rating
-----      -----         ------
1A-1A      23332QAA1     AAA
1A-1B      23332QAB9     AAA
2A-1A      23332QAC7     AAA
2A-1B1     23332QAD5     AAA
2A-1B2     23332QAE3     AAA
2A-1B3     23332QAS2     AAA
2A-1C      23332QAF0     AAA

GreenPoint Mortgage Funding Trust 2006-AR1
Series 2006-AR1

Class      CUSIP         Rating
-----      -----         ------
A-1A       39538WFH6     AAA
A-1B       39538WFJ2     AAA
A-2A       39538WFK9     AAA
A-2B       39538WFL7     AAA

HarborView Mortgage Loan Trust 2006-9
Series 2006-9

Class      CUSIP         Rating
-----      -----         ------
2A-1A      41161XAC0     AAA
2A-1B1     41161XAD8     AAA
2A-1B2     41161XAN6     AAA
2A-1C2     41161XAP1     AAA

HarborView Mortgage Loan Trust 2006-12
Series 2006-12

Class      CUSIP         Rating
-----      -----         ------
2A-1A1     41162DAB5     AAA
2A-1A2     41162DAC3     AAA
2A-1A3     41162DAD1     AAA
2A-1B      41162DAE9     AAA
2A-2A      41162DAF6     AAA
2A-2B      41162DAG4     AAA
2A-2C      41162DAH2     AAA
B-6        41162DAP4     CC
B-7        41162DAQ2     CC

HarborView Mortgage Loan Trust 2006-14
Series 2006-14

Class      CUSIP         Rating
-----      -----         ------
2A-1A      41162NAC1     AAA
2A-1B      41162NAD9     AAA
2A-1C      41162NAE7     AAA




IndyMac INDX Mortgage Loan Trust 2006-AR9
Series 2006-AR9

Class      CUSIP         Rating
2-A-1      45661EGE8     AAA
3-A-1      45661EGG3     AAA
3-A-2      45661EGH1     AAA
3-X        45661EGJ7     AAA
3-A-3      45661EGK4     AAA
4-A-1      45661EGU2     AAA
4-X        45661EGV0     AAA
B-3        45661EGP3     CCC
B-4        45661EGQ1     CC
B-5        45661EGR9     CC


* S&P Lowers Ratings on 108 Classes From 9 Alt-A RMBS
-----------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 108
classes from nine U.S. Alternative-A residential mortgage-backed
securities transactions.  S&P removed 65 of the 108 lowered
ratings from CreditWatch with negative implications.  Five classes
were placed on CreditWatch with negative implications due to the
status of Financial Security Assurance Inc.,  who acts as the
insurer for those particular classes.  Additionally, S&P affirmed
its ratings on 40 other classes from six of the reviewed
transactions.  

Two of the affirmed ratings were removed from CreditWatch with
negative implications.  The shelves from the aggregate review
include Alternative Loan Trust, Bear Stearns Arm Trust, Bear
Stearns Mortgage Funding Trust, Citigroup Mortgage Loan Trust, and
MASTR Adjustable Rate Mortgages 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.  Although
cumulative losses were less than 1.00% of the original collateral
balance for many of the reviewed transactions, and the highest
cumulative loss was 3.21%, 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 of certain
loans, losses may be amplified relative to those for standard
forward mortgages if the balances of those particular loans should
increase.  The transactions backed by negative-amortization loans,
which include the Bear Stearns Mortgage Funding and MASTR
Adjustable Rate Mortgages trusts, had severe delinquencies of
roughly 19.00%.

As well, the Alternative Loan, Bear Stearns Arm, and Citigroup
Mortgage Loan trusts had severe delinquencies and cumulative
losses ranging from 2.45% to 18.35% and 0.00% to 2.00%
respectively.  Part of the rationale in the variance in severe
delinquencies and cumulative losses for the transactions is the
limited seasoning evident in some of the deals compared with
others.  

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 a certificate
insurer (Financial Security Assurance Inc.) as credit enhancement.
The collateral backing the affected trusts originally consisted
predominantly of Alt-A first-lien, adjustable-rate, or 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.  
Additionally, over the past several weeks, and going forward,
Standard and Poor's is reviewing Alt-A collateral consisting of
negative amortization and hybrid adjustable rate mortgage loans.  

The transactions within this review are predominantly backed by
negative amortization and long-reset hybrid ARM loans.  Inclusive
of the transactions in this release, approximately 152 of these
deals with ratings on CreditWatch have been resolved, leaving
roughly 116 to be reviewed.

                          Rating Actions

Alternative Loan Trust 2005-71
Series 2005-71
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
A-1        12668AH65     A              AAA
A-2        12668AH73     B              AAA
M          12668AH99     CCC            AA-/Watch Neg
B-1        12668AJ22     CCC            BBB/Watch Neg
B-2        12668AJ30     CC             B/Watch Neg
B-3        12668AJ55     D              CCC

Alternative Loan Trust 2007-HY6
Series 2007-HY6
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
A-1        02151JAA9     A              AAA
A-2        02151JAB7     AA             AAA
A-3        02151JAC5     A              AAA
A-4        02151JAD3     A              AAA
A-5        02151JAE1     B              AAA/Watch Neg
M-1        02151JAG6     CCC            AA+/Watch Neg
M-2        02151JAH4     CCC            AA+/Watch Neg
M-3        02151JAJ0     CCC            A+/Watch Neg
M-4        02151JAK7     CCC            BBB/Watch Neg
M-5        02151JAL5     CC             BB/Watch Neg
M-6        02151JAM3     CC             B/Watch Neg
M-7        02151JAN1     CC             CCC

Bear Stearns ARM Trust 2007-1
Series 2007-1
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
I-A-1      073880AA4     AA             AAA
I-A-2      073880AC0     B              AAA
I-X-1      073880AB2     AA             AAA
II-A-1     073880AD8     AA             AAA
II-A-2     073880AF3     B              AAA
II-X-1     073880AE6     AA             AAA
III-A-1    073880AG1     AA             AAA
III-A-2    073880AJ5     B              AAA
III-X-1    073880AH9     AA             AAA
IV-A-1     073880AK2     B              AAA
IV-X-1     073880AL0     B              AAA
V-A-1      073880AM8     AA             AAA
V-A-2      073880AP1     B              AAA
V-X-1      073880AN6     AA             AAA

Bear Stearns ARM Trust 2007-4
Series 2007-4
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
I-1A-1     07401CAA1     AA             AAA
I-1A-2     07401CAB9     B              AAA/Watch Neg
I-1X-1     07401CAC7     AA             AAA
I-2A-1     07401CAD5     AA             AAA
I-2A-2     07401CAE3     B              AAA/Watch Neg
I-2X-1     07401CAF0     AA             AAA
I-B-1      07401CAL7     CCC            BBB
I-B-2      07401CAM5     CCC            BB
I-B-3      07401CAN3     CCC            B
I-B-4      07401CAP8     CC             CCC

Bear Stearns Mortgage Funding Trust 2007-AR1
Series 2007-AR1
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
I-A-3      07401MAC5     BB-            AAA/Watch Neg
I-B-1      07401MAJ0     B-             AA+/Watch Neg
I-B-2      07401MAK7     CCC            AA/Watch Neg
I-B-3      07401MAL5     CCC            A-/Watch Neg
I-B-4      07401MAM3     CCC            BBB/Watch Neg
I-B-5      07401MAN1     CCC            BBB-/Watch Neg
I-B-6      07401MAP6     CCC            BB+/Watch Neg
I-B-7      07401MAQ4     CCC            BB-/Watch Neg
I-B-8      07401MAR2     CC             B+/Watch Neg
I-B-9      07401MAS0     CC             B-/Watch Neg
II-A-3     07401MAG6     AA             AAA
II-A-4     07401MAH4     B              AAA/Watch Neg
II-B-1     07401MAT8     CCC            A/Watch Neg
II-B-2     07401MAU5     CCC            BBB/Watch Neg
II-B-3     07401MAV3     CC             CCC
II-B-4     07401MAW1     CC             CCC
II-B-5     07401MBA8     D              CC

Bear Stearns Mortgage Funding Trust 2007-AR3
Series 2007-AR3
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
I-A-2      07401VAB7     BB             AAA
I-A-3      07401VAC5     B              AAA/Watch Neg
I-B-1      07401VAE1     CCC            AA+/Watch Neg
I-B-2      07401VAF8     CCC            AA/Watch Neg
I-B-3      07401VAG6     CCC            AA-/Watch Neg
I-B-4      07401VAH4     CCC            A+/Watch Neg
I-B-5      07401VAJ0     CCC            A/Watch Neg
I-B-6      07401VAK7     CCC            A-/Watch Neg
I-B-7      07401VAL5     CCC            BBB+/Watch Neg
I-B-8      07401VAM3     CC             BBB/Watch Neg
I-B-9      07401VAN1     CC             BBB-/Watch Neg
II-1A-2    07401VAQ4     BB             AAA/Watch Neg
II-1A-3    07401VAR2     B              AAA/Watch Neg
II-2A-1    07401VAS0     B              AAA/Watch Neg
II-B-1     07401VAT8     CCC            AA/Watch Neg
II-B-2     07401VAU5     CCC            BBB+/Watch Neg
II-B-3     07401VAV3     CCC            BB+/Watch Neg
II-B-4     07401VAW1     CCC            BB/Watch Neg

Bear Stearns Mortgage Funding Trust 2007-AR5
Series 2007-AR5
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
I-B-1      07400NAH3     A              AA+
I-B-2      07400NAJ9     BB             AA
I-B-3      07400NAK6     B              AA-
I-B-4      07400NAL4     CCC            A+/Watch Neg
I-B-5      07400NAM2     CCC            A-/Watch Neg
I-B-6      07400NAN0     CCC            BBB+/Watch Neg
I-B-7      07400NAP5     CCC            BBB-/Watch Neg
I-B-8      07400NAQ3     CCC            BB+/Watch Neg
I-B-9      07400NAR1     CCC            BB/Watch Neg
II-A-2     07400NAT7     AA             AAA
II-A-3     07400NAU4     BB             AAA
II-B-1     07400NAV2     B              AA+/Watch Neg
II-B-2     07400NAW0     B-             AA/Watch Neg
II-B-3     07400NAX8     CCC            A/Watch Neg
II-B-4     07400NAY6     CCC            BBB/Watch Neg
II-B-5     07400NAZ3     CCC            BBB-/Watch Neg
II-B-6     07400NBK5     CCC            BB+/Watch Neg

Citigroup Mortgage Loan Trust 2006-AR6
Series 2006-AR6
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
2-A4       17309RAK8     BB             AAA/Watch Neg
2-M1       17309RAL6     B              AA/Watch Neg
2-M2       17309RAM4     CCC            A/Watch Neg
2-M3       17309RAN2     CC             A/Watch Neg
2-M4       17309RAP7     CC             BBB/Watch Neg

MASTR Adjustable Rate Mortgages Trust 2006-OA1
Series 2006-OA1
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
3-A-3      576433H25     AA             AA/Watch Neg
M-1        576433H82     B              B/Watch Neg

MASTR Adjustable Rate Mortgages Trust 2007-3
Series 2007-3
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
1-1A2      57645NAB6     AAA/Watch Neg  AAA
1-2A2      57645NAD2     AAA/Watch Neg  AAA
2-1A2      57645NAN0     AAA/Watch Neg  AAA
2-2A2      57645NAQ3     A              AAA
2-2A3      57645NAR1     AAA/Watch Neg  AAA
2-2A4      57645NAS9     A              AAA
2-2A5      57645NAT7     A              AAA
2-2A6      57645NAU4     AAA/Watch Neg  AAA
2-M1       57645NAW0     CCC            AA+/Watch Neg
2-M2       57645NAX8     CCC            AA/Watch Neg
2-M3       57645NAY6     CCC            AA-/Watch Neg
2-M4       57645NAZ3     CCC            A+/Watch Neg
2-M5       57645NBA7     CCC            BBB-/Watch Neg
2-M6       57645NBB5     CCC            BB/Watch Neg

                          Ratings Affirmed

Bear Stearns Mortgage Funding Trust 2007-AR1
Series 2007-AR1

Class      CUSIP         Rating
-----      -----         ------
I-A-1      07401MAA9     AAA
I-A-2      07401MAB7     AAA
I-X        07401MAD3     AAA
II-A-1     07401MAE1     AAA
II-A-2     07401MAF8     AAA

Bear Stearns Mortgage Funding Trust 2007-AR3
Series 2007-AR3

Class      CUSIP         Rating
-----      -----         ------
I-A-1      07401VAA9     AAA
I-X        07401VAD3     AAA
II-1A-1    07401VAP6     AAA

Bear Stearns Mortgage Funding Trust 2007-AR5
Series 2007-AR5

Class      CUSIP         Rating
-----      -----         ------
I-A-1A     07400NAA8     AAA
I-A-2A     07400NAC4     AAA
I-A-3      07400NAE0     AAA
I-X-1      07400NAF7     AAA
I-X-2      07400NAG5     AAA
U/L I-A-1B 07400NBH2     AAA
U/L I-A-2B 07400NBJ8     AAA
II-A-1     07400NAS9     AAA

Bear Stearns Mortgage Funding Grantor Trust 2007-AR5
Series 2007-AR5

Class      CUSIP         Rating
-----      -----         ------
I-A-1B     07400NAB6     AAA
I-A-2B     07400NAD2     AAA

Citigroup Mortgage Loan Trust 2006-AR6
Series 2006-AR6

Class      CUSIP         Rating
-----      -----         ------
2-A1       17309RAG7     AAA
2-A2       17309RAH5     AAA
2-A3       17309RAJ1     AAA

MASTR Adjustable Rate Mortgages Trust 2006-OA1
Series 2006-OA1

Class      CUSIP         Rating
-----      -----         ------
1-A-1      576433G42     AAA
1-A-2      576433G59     AAA
1-A-3      576433G67     AA
2-A-1      576433G75     AA
3-A-1      576433G83     AAA
3-A-2      576433G91     AAA
4-A-1      576433H33     AAA
4-A-2      576433H41     AAA
4-A-3      576433H58     AA
X          576433H66     AAA
XN         576433H74     AAA

MASTR Adjustable Rate Mortgages Trust 2007-3
Series 2007-3

Class      CUSIP         Rating
-----      -----         ------
1-1A1      57645NAA8     AAA
1-2A1      57645NAC4     AAA
1-AIO      57645NAE0     AAA
2-1A1      57645NAM2     AAA
2-2A1      57645NAP5     AAA
2-2AIO     57645NAV2     AAA


* BOND PRICING: For the Week of Oct. 6 - Oct. 10, 2008
------------------------------------------------------

Issuer                   Coupon  Maturity  Bid Price
------                   ------  --------
---------                                              
AIRTRAN HOLDINGS         7.000%  7/1/2023      52.00
ABITIBI-CONS FIN         7.875%  8/1/2009      75.00
BOWATER INC              9.000%  8/1/2009      57.50
AMERICREDIT CORP         1.750%  11/15/2023    98.07
ANTIGENICS               5.250%  2/1/2025      30.50
ATHEROGENICS INC         4.500%  9/1/2008      11.50
ATHEROGENICS INC         4.500%  3/1/2011      11.50
ATHEROGENICS INC         1.500%  2/1/2012      10.00
AMER GENL FIN            3.600%  10/15/2008    99.80
AMER GENL FIN            3.750%  11/15/2008    75.36
AMER GENL FIN            3.000%  12/15/2008    81.75
AMER GENL FIN            3.750%  12/15/2008    95.06
AMER GENL FIN            3.750%  12/15/2008    84.50
AMER GENL FIN            3.875%  12/15/2008    92.00
INTL LEASE FIN           6.375%  3/15/2009     89.50
INTL LEASE FIN           3.500%  4/1/2009      81.85
AMER GENL FIN            3.800%  4/15/2009     72.00
AMER GENL FIN            3.350%  5/15/2009     34.01
AMER GENL FIN            4.400%  5/15/2009     25.26
AMER GENL FIN            4.625%  5/15/2009     56.92
INTL LEASE FIN           5.600%  5/15/2009     70.00
AMER GENL FIN            4.000%  6/15/2009     53.13
AMER GENL FIN            4.350%  6/15/2009     44.89
INTL LEASE FIN           4.750%  7/1/2009      78.84
AMER GENL FIN            4.400%  7/15/2009     60.00
AMER GENL FIN            4.500%  7/15/2009     80.00
AMER GENL FIN            4.000%  8/15/2009     68.00
AMER GENL FIN            4.200%  8/15/2009     45.00
AMER GENL FIN            5.375%  9/1/2009      68.15
AMER GENL FIN            4.300%  9/15/2009     50.03
AMER GENL FIN            4.500%  9/15/2009     59.50
AMER GENL FIN            5.000%  9/15/2009     64.05
AMER GENL FIN            5.150%  9/15/2009     60.50
AMER GENL FIN            3.875%  10/1/2009     73.03
AMER GENL FIN            4.550%  10/15/2009    38.85
AMER GENL FIN            3.875%  11/15/2009    38.96
AMER GENL FIN            4.000%  11/15/2009    65.35
AMER GENL FIN            4.000%  11/15/2009    60.07
AMER GENL FIN            4.200%  11/15/2009    40.00
AMER GENL FIN            4.600%  11/15/2009    62.50
INTL LEASE FIN           5.100%  11/15/2009    73.90
INTL LEASE FIN           5.150%  3/15/2010     60.26
INTL LEASE FIN           5.000%  4/15/2010     70.70
AMER GENL FIN            4.050%  5/15/2010     56.22
AMER GENL FIN            4.100%  5/15/2010     61.00
AMER GENL FIN            4.875%  5/15/2010     48.80
AMER GENL FIN            3.300%  6/15/2010     50.78
AMER GENL FIN            4.300%  6/15/2010     55.00
AMER GENL FIN            4.750%  6/15/2010     52.70
AMER GENL FIN            4.875%  6/15/2010     54.50
AMER GENL FIN            5.200%  6/15/2010     51.50
AMER GENL FIN            4.300%  7/15/2010     40.55
AMER GENL FIN            5.350%  7/15/2010     60.04
AMER GENL FIN            6.250%  7/15/2010     50.15
INTL LEASE FIN           7.250%  7/15/2010     63.00
AMER GENL CORP           7.500%  8/11/2010     65.33
AMER GENL FIN            4.500%  8/15/2010     38.25
AMER GENL FIN            8.000%  8/15/2010     55.00
AMER GENL FIN            4.625%  9/1/2010      42.00
AMER GENL FIN            4.600%  9/15/2010     44.06
AMER GENL FIN            5.000%  9/15/2010     35.00
AMER GENL FIN            5.200%  9/15/2010     26.01
AMER GENL FIN            4.250%  10/15/2010    50.09
AMER GENL FIN            4.600%  10/15/2010    34.02
AMER GENL FIN            5.000%  10/15/2010    55.50
AMER GENL FIN            4.150%  11/15/2010    29.13
AMER GENL FIN            5.000%  11/15/2010    54.00
AMER GENL FIN            4.400%  12/15/2010    45.25
AMER GENL FIN            5.000%  12/15/2010    15.08
AMER GENL FIN            5.000%  12/15/2010    48.07
AMER GENL FIN            5.000%  12/15/2010    31.00
AMER GENL FIN            5.500%  12/15/2010    49.50
AMER GENL FIN            5.000%  1/15/2011     25.01
AMER GENL FIN            4.000%  3/15/2011     40.00
AMER GENL FIN            5.000%  3/15/2011     25.26
AMER GENL FIN            5.250%  4/15/2011     25.01
AMER GENL FIN            5.500%  4/15/2011     35.31
AMER GENL FIN            5.200%  5/15/2011     44.88
AMER GENL FIN            5.000%  6/15/2011     15.01
AMER GENL FIN            5.600%  6/15/2011     40.00
INTL LEASE FIN           5.650%  6/15/2011     35.00
AMER GENL FIN            6.000%  7/15/2011     25.01
AMER GENL FIN            6.250%  7/15/2011     43.00
AMER GENL FIN            6.250%  7/15/2011     12.05
AMER GENL FIN            8.150%  8/15/2011     20.10
AMER GENL FIN            5.625%  8/17/2011     43.00
AMER GENL FIN            4.300%  10/15/2011    25.89
AMER INTL GROUP          5.375%  10/18/2011    29.00
AMER GENL FIN            5.200%  12/15/2011    45.00
AMER GENL FIN            4.625%  3/15/2012     30.60
AMER GENL FIN            4.100%  7/15/2012     30.26
AMER GENL FIN            4.875%  7/15/2012     38.00
AMER GENL FIN            5.000%  8/15/2012     19.00
AMER GENL FIN            5.850%  9/15/2012     24.27
AMER GENL FIN            5.375%  10/1/2012     35.00
AMER GENL FIN            5.250%  12/15/2012    31.25
AMER GENL FIN            6.000%  4/15/2013     11.20
AMER GENL FIN            6.000%  4/15/2013     25.26
AMER GENL FIN            5.400%  5/15/2013     26.00
AMER GENL FIN            5.750%  5/15/2013     23.89
AMER GENL FIN            5.850%  6/1/2013      29.00
AMER GENL FIN            5.000%  8/15/2013     30.00
AMER GENL FIN            5.400%  9/15/2013     30.26
AMER GENL FIN            5.500%  5/15/2014     26.26
AMER GENL FIN            5.500%  6/15/2014     15.20
AMER GENL FIN            6.000%  12/15/2014    24.00
AMER GENL FIN            7.000%  7/15/2015     25.25
AMER GENL FIN            7.500%  7/15/2015     25.25
AMER INTL GROUP          8.175%  5/15/2058
19.95                                             
AMES TRUE TEMPER        10.000%  7/15/2012     52.00
AMBASSADORS INTL         3.750%  4/15/2027     38.00
AMR CORP                 4.500%  2/15/2024     84.50
AMER MEDIA OPER         10.250%  5/1/2009      68.50
ARVIN INDUSTRIES         7.125%  3/15/2009     88.78
BANK NEW ENGLAND         8.750%  4/1/1999       5.75
BANK NEW ENGLAND         9.875%  9/15/1999      3.00
BURLINGTON COAT         11.125%  4/15/2014     45.00
BALLY TOTAL FITN        13.000%  7/15/2011     17.00
BANKUNITED CAP           3.125%  3/1/2034      22.90
BUFFETS INC             12.500%  11/1/2014      1.50
BON-TON DEPT STR        10.250%  3/15/2014     21.50
BRODER BROS CO          11.250%  10/15/2010    39.50
CIBER                    2.875%  12/15/2023    99.00
COMPUCREDIT              3.625%  5/30/2025     25.00
CHANCELLOR MEDIA         8.000%  11/1/2008     97.00
CLEAR CHANNEL            5.750%  1/15/2013     27.00
CELL GENESYS INC         3.125%  11/1/2011     41.50
CHEROKEE INTL            5.250%  11/1/2008     75.00
CHARTER COMM HLD        11.125%  1/15/2011     49.68
CHARTER COMM HLD        10.000%  5/15/2011     54.00
CCH I LLC                9.920%  4/1/2014      29.00
CCH I LLC               10.000%  5/15/2014     30.00
CHARTER COMM INC         6.500%  10/1/2027     21.50
CIT GROUP INC            3.875%  11/3/2008     93.59
CIT GROUP INC            5.125%  11/15/2008    93.50
CIT GROUP INC            3.375%  4/1/2009      83.10
CIT GROUP INC            6.875%  11/1/2009     82.04
CIT GROUP INC            4.125%  11/3/2009     62.10
CIT GROUP INC            4.250%  2/1/2010      56.50
CIT GROUP INC            6.500%  3/15/2010     32.50
CIT GROUP INC            5.250%  9/15/2010     51.63
CIT GROUP INC            5.200%  11/3/2010     46.50
CIT GROUP INC            4.750%  12/15/2010    48.00
CIT GROUP INC            5.600%  4/27/2011     44.00
CIT GROUP INC            5.800%  7/28/2011     45.70
CIT GROUP INC            5.400%  2/13/2012     52.00
CIT GROUP INC            7.250%  3/15/2012     34.00
CIT GROUP INC            5.950%  9/15/2016     22.88
CIT GROUP INC            5.800%  12/15/2016    25.21
CLAIRE'S STORES         10.500%  6/1/2017      29.88
NEW PLAN EXCEL           7.400%  9/15/2009     59.26
CONSTAR INTL            11.000%  12/1/2012     18.50
CARAUSTAR INDS           7.375%  6/1/2009      63.00
CELL THERAPEUTIC         5.750%  12/15/2011    10.25
DECODE GENETICS          3.500%  4/15/2011     32.10
DELTA MILLS INC          9.625%  9/1/2007       9.00
DOLE FOODS CO            8.625%  5/1/2009      80.00
DOLE FOODS CO            7.250%  6/15/2010     79.87
DELPHI CORP              6.500%  8/15/2013     10.75
DAYTON SUPERIOR         13.000%  6/15/2009     61.00
EOP OPERATING LP         4.000%  10/15/2008    99.00
FORD MOTOR CRED          5.000%  10/20/2008    99.38
FORD MOTOR CRED          5.250%  10/20/2008    99.04
FORD MOTOR CRED          5.300%  10/20/2008    98.25
FORD MOTOR CRED          5.000%  11/20/2008    87.50
FORD MOTOR CRED          4.750%  12/22/2008    84.94
FORD MOTOR CRED          5.100%  12/22/2008    89.00
FORD MOTOR CRED          5.800%  1/12/2009     83.00
FORD MOTOR CRED          4.400%  1/20/2009     86.50
FORD MOTOR CRED          4.600%  1/20/2009     90.90
FORD MOTOR CRED          4.350%  2/20/2009     87.62
FORD MOTOR CRED          4.350%  2/20/2009     87.34
FORD MOTOR CRED          4.500%  3/20/2009     72.77
FORD MOTOR CRED          4.650%  4/20/2009     67.89
FORD MOTOR CRED          4.900%  5/20/2009     78.65
FORD MOTOR CRED          5.350%  5/20/2009     82.00
FORD MOTOR CRED          5.250%  6/22/2009     75.57
FORD MOTOR CRED          5.400%  6/22/2009     61.40
FORD MOTOR CRED          5.500%  6/22/2009     60.08
FORD MOTOR CRED          5.500%  6/22/2009     79.02
FORD MOTOR CRED          4.800%  7/20/2009     74.09
FORD MOTOR CRED          5.100%  7/20/2009     59.66
FORD MOTOR CRED          5.200%  7/20/2009     60.33
FORD MOTOR CRED          5.000%  8/20/2009     63.53
FORD MOTOR CRED          5.000%  8/20/2009     57.00
FORD MOTOR CRED          4.900%  9/21/2009     69.40
FORD MOTOR CRED          5.000%  9/21/2009     54.50
FORD MOTOR CRED          5.000%  9/21/2009     66.00
FORD MOTOR CRED          5.050%  9/21/2009     57.30
FORD MOTOR CRED          4.900%  10/20/2009    60.73
FORD MOTOR CRED          4.900%  10/20/2009    44.88
FORD MOTOR CRED          4.950%  10/20/2009    47.50
FORD MOTOR CRED          5.000%  10/20/2009    56.88
FORD MOTOR CRED          7.375%  10/28/2009    40.24
FORD MOTOR CRED          5.100%  11/20/2009    73.29
FORD MOTOR CRED          5.150%  11/20/2009    63.38
FORD MOTOR CRED          5.150%  11/20/2009    59.90
FORD MOTOR CRED          5.150%  11/20/2009    52.93
FORD MOTOR CRED          5.250%  12/21/2009    56.95
FORD MOTOR CRED          5.250%  12/21/2009    63.98
FORD MOTOR CRED          5.350%  12/21/2009    72.27
FORD MOTOR CRED          5.400%  12/21/2009    47.50
FORD MOTOR CRED          5.700%  1/15/2010     44.03
FORD MOTOR CRED          5.250%  1/20/2010     51.95
FORD MOTOR CRED          5.500%  1/20/2010     58.90
FORD MOTOR CRED          5.500%  2/22/2010     66.40
FORD MOTOR CRED          5.500%  2/22/2010     67.61
FORD MOTOR CRED          5.500%  2/22/2010     59.00
FORD MOTOR CRED          6.000%  2/22/2010     49.50
FORD MOTOR CRED          5.700%  3/22/2010     57.19
FORD MOTOR CRED          6.300%  3/22/2010     50.00
FORD MOTOR CRED          7.250%  3/22/2010     48.12
FORD MOTOR CRED          6.950%  4/20/2010     56.57
FORD MOTOR CRED          5.850%  5/20/2010     42.27
FORD MOTOR CRED          5.950%  5/20/2010     44.07
FORD MOTOR CRED          6.300%  5/20/2010     51.50
FORD MOTOR CRED          7.875%  6/15/2010     41.75
FORD MOTOR CRED          5.750%  6/21/2010     41.96
FORD MOTOR CRED          5.850%  6/21/2010     61.00
FORD MOTOR CRED          6.000%  6/21/2010     52.53
FORD MOTOR CRED          5.850%  7/20/2010     50.00
FORD MOTOR CRED          6.050%  7/20/2010     55.11
FORD MOTOR CRED          6.150%  7/20/2010     51.49
FORD MOTOR CRED          7.000%  7/20/2010     43.37
FORD MOTOR CRED          6.400%  8/20/2010     39.73
FORD MOTOR CRED          6.500%  8/20/2010     40.01
FORD MOTOR CRED          6.550%  8/20/2010     49.87
FORD MOTOR CRED          7.150%  8/20/2010     43.00
FORD MOTOR CRED          9.750%  9/15/2010     37.02
FORD MOTOR CRED          6.050%  9/20/2010     52.00
FORD MOTOR CRED          6.150%  9/20/2010     46.00
FORD MOTOR CRED          6.350%  9/20/2010     40.00
FORD MOTOR CRED          6.350%  9/20/2010     37.39
FORD MOTOR CRED          5.750%  10/20/2010    59.69
FORD MOTOR CRED          8.625%  11/1/2010     35.52
FORD MOTOR CRED          5.800%  11/22/2010    45.00
FORD MOTOR CRED          5.600%  12/20/2010    53.31
FORD MOTOR CRED          5.650%  12/20/2010    44.71
FORD MOTOR CRED          6.000%  12/20/2010    45.14
FORD MOTOR CRED          7.375%  2/1/2011      37.00
FORD MOTOR CRED          5.250%  2/22/2011     44.66
FORD MOTOR CRED          5.250%  3/21/2011     43.99
FORD MOTOR CRED          5.300%  3/21/2011     53.35
FORD MOTOR CRED          5.300%  4/20/2011     50.41
FORD MOTOR CRED          5.700%  5/20/2011     41.50
FORD MOTOR CRED          6.200%  5/20/2011     33.98
FORD MOTOR CRED          6.050%  6/20/2011     33.29
FORD MOTOR CRED          6.200%  6/20/2011     42.76
FORD MOTOR CRED          6.250%  6/20/2011     34.53
FORD MOTOR CRED          5.650%  7/20/2011     27.94
FORD MOTOR CRED          5.900%  7/20/2011     41.73
FORD MOTOR CRED          9.875%  8/10/2011     34.03
FORD MOTOR CRED          5.600%  8/22/2011     30.66
FORD MOTOR CRED          5.750%  8/22/2011     41.04
FORD MOTOR CRED          5.500%  10/20/2011    39.00
FORD MOTOR CRED          7.250%  10/25/2011    34.50
FORD MOTOR CRED          5.600%  11/21/2011    46.83
FORD MOTOR CRED          5.650%  11/21/2011    27.49
FORD MOTOR CRED          5.650%  11/21/2011    45.10
FORD MOTOR CRED          5.650%  12/20/2011    45.50
FORD MOTOR CRED          5.850%  1/20/2012     30.19
FORD MOTOR CRED          6.000%  1/20/2012     34.59
FORD MOTOR CRED          5.750%  2/21/2012     30.28
FORD MOTOR CRED          7.350%  5/15/2012     18.28
FORD MOTOR CRED          7.000%  8/15/2012     30.50
FORD MOTOR CRED          7.050%  9/20/2013     19.77
FORD MOTOR CRED          7.100%  9/20/2013     29.50
FORD MOTOR CRED          7.100%  9/20/2013     36.50
FORD MOTOR CRED          6.650%  10/21/2013    33.00
FORD MOTOR CRED          6.750%  10/21/2013    22.90
FORD MOTOR CRED          6.250%  12/20/2013    30.42
FORD MOTOR CRED          6.500%  12/20/2013    22.17
FORD MOTOR CRED          5.750%  1/21/2014     20.16
FORD MOTOR CRED          6.000%  1/21/2014     22.75
FORD MOTOR CRED          5.750%  2/20/2014     28.00
FORD MOTOR CRED          6.000%  3/20/2014     23.40
FORD MOTOR CRED          6.000%  3/20/2014     18.55
FORD MOTOR CRED          6.000%  3/20/2014     26.00
FORD MOTOR CRED          6.000%  3/20/2014     21.44
FORD MOTOR CRED          6.050%  4/21/2014     22.00
FORD MOTOR CRED          6.350%  4/21/2014     22.41
FORD MOTOR CRED          6.850%  5/20/2014     12.37
FORD MOTOR CRED          6.950%  5/20/2014     22.61
FORD MOTOR CRED          6.750%  6/20/2014     21.00
FORD MOTOR CRED          6.800%  6/20/2014     22.55
FORD MOTOR CRED          6.850%  6/20/2014     20.29
FORD MOTOR CRED          6.550%  7/21/2014     27.51
FORD MOTOR CRED          6.000%  11/20/2014    20.18
FORD MOTOR CRED          6.000%  11/20/2014    26.55
FORD MOTOR CRED          6.050%  12/22/2014    18.72
FORD MOTOR CRED          6.050%  12/22/2014    21.17
FORD MOTOR CO            9.950%  2/15/2032     25.14
FRANKLIN BANK            4.500%  5/1/2027      26.50
FIRST DATA CORP          5.800%  12/15/2008    94.64
FIRST DATA CORP          3.900%  10/1/2009     71.15
FEDDERS NORTH AM         9.875%  3/1/2014       1.25
FLEETWOOD ENTERP         5.000%  12/15/2023    89.15
FREMONT GEN CORP         7.875%  3/17/2009     44.65
FINLAY FINE JWLY         8.375%  6/1/2012      17.00
FRONTIER AIRLINE         5.000%  12/15/2025    25.00
FIBERTOWER CORP          9.000%  11/15/2012    40.00
ROUSE COMPANY            3.625%  3/15/2009     60.00
ROUSE COMPANY            8.000%  4/30/2009     60.00
GENERAL MOTORS           7.200%  1/15/2011     18.12
GENERAL MOTORS           9.450%  11/1/2011     31.50
GENERAL MOTORS           7.125%  7/15/2013     21.00
GENERAL MOTORS           7.700%  4/15/2016     23.50
GENERAL MOTORS           9.400%  7/15/2021     18.56
GENERAL MOTORS           8.250%  7/15/2023     21.50
GENERAL MOTORS           8.375%  7/15/2033     20.60
GMAC                     4.600%  10/15/2008    99.75
GMAC                     4.750%  10/15/2008    99.00
GMAC                     6.250%  10/15/2008    97.88
GMAC                     6.350%  10/15/2008    99.75
GMAC                     6.450%  10/15/2008    99.75
GMAC                     6.500%  10/15/2008    99.74
GMAC                     6.600%  10/15/2008    99.74
GMAC                     4.700%  11/15/2008    92.97
GMAC                     5.000%  11/15/2008    84.90
GMAC                     6.125%  11/15/2008    89.75
GMAC                     6.250%  11/15/2008    95.00
GMAC                     6.500%  11/15/2008    89.90
GMAC                     6.500%  11/15/2008    49.50
GMAC                     5.600%  2/15/2009     91.18
GMAC                     6.750%  2/15/2009     96.14
GMAC                     7.000%  2/15/2009     63.74
GMAC                     4.250%  3/15/2009     71.20
GMAC                     6.000%  3/15/2009     92.00
GMAC                     6.050%  3/15/2009     89.27
GMAC                     6.100%  3/15/2009     94.76
GMAC                     7.000%  3/15/2009     73.06
GMAC                     4.500%  4/15/2009     74.01
GMAC                     6.000%  4/15/2009     68.72
GMAC                     6.100%  4/15/2009     90.46
GMAC                     6.100%  4/15/2009     87.32
GMAC                     6.150%  4/15/2009     90.59
GMAC                     4.700%  5/15/2009     54.50
GMAC                     5.250%  5/15/2009     67.00
GMAC                     5.625%  5/15/2009     61.00
GMAC LLC                 6.250%  5/15/2009     85.44
GMAC                     5.500%  6/15/2009     49.44
GMAC LLC                 6.250%  6/15/2009     83.57
GMAC                     6.700%  6/15/2009     62.02
GMAC                     5.050%  7/15/2009     55.25
GMAC                     5.100%  7/15/2009     47.52
GMAC                     5.250%  7/15/2009     84.68
GMAC                     5.250%  7/15/2009     59.79
GMAC                     6.800%  7/15/2009     70.11
GMAC                     6.850%  7/15/2009     61.89
GMAC                     7.000%  7/15/2009     64.30
GMAC                     5.000%  8/15/2009     51.59
GMAC                     5.000%  8/15/2009     60.00
GMAC                     5.100%  8/15/2009     43.54
GMAC                     5.250%  8/15/2009     44.50
GMAC                     5.250%  8/15/2009     50.29
GMAC                     7.000%  8/15/2009     44.37
GMAC                     7.125%  8/15/2009     50.90
GMAC                     7.150%  8/15/2009     50.84
GMAC                     7.200%  8/15/2009     40.00
GMAC                     5.000%  9/15/2009     41.14
GMAC                     5.000%  9/15/2009     21.10
GMAC                     5.000%  9/15/2009     47.00
GMAC                     5.100%  9/15/2009     42.00
GMAC                     7.000%  9/15/2009     57.63
GMAC                     7.000%  9/15/2009     55.99
GMAC                     8.125%  9/15/2009     79.71
GMAC                     4.900%  10/15/2009    41.50
GMAC                     4.900%  10/15/2009    40.80
GMAC                     4.950%  10/15/2009    38.48
GMAC                     5.000%  10/15/2009    30.00
GMAC                     6.500%  10/15/2009    48.15
GMAC                     6.850%  10/15/2009    61.45
GMAC                     7.000%  10/15/2009    55.37
GMAC                     7.050%  10/15/2009    48.34
GMAC                     5.200%  11/15/2009    49.90
GMAC                     5.200%  11/15/2009    41.00
GMAC                     5.250%  11/15/2009    55.30
GMAC                     5.250%  11/15/2009    56.28
GMAC                     5.350%  11/15/2009    53.70
GMAC                     7.250%  11/15/2009    49.50
GMAC                     5.350%  12/15/2009    50.25
GMAC                     5.350%  12/15/2009    24.50
GMAC                     5.400%  12/15/2009    40.00
GMAC                     5.400%  12/15/2009    57.36
GMAC                     7.000%  12/15/2009    58.00
GMAC                     5.300%  1/15/2010     30.58
GMAC                     5.500%  1/15/2010     52.00
GMAC                     5.750%  1/15/2010     25.85
GMAC                     6.000%  1/15/2010     53.70
GMAC                     7.000%  1/15/2010     55.68
GMAC                     7.250%  1/15/2010     47.00
GMAC                     5.850%  2/15/2010     50.60
GMAC                     6.000%  2/15/2010     41.50
GMAC                     6.000%  2/15/2010     36.45
GMAC                     6.050%  3/15/2010     43.88
GMAC                     6.150%  3/15/2010     15.00
GMAC                     6.500%  3/15/2010     39.75
GMAC                     7.000%  3/15/2010     34.63
GMAC                     8.050%  4/15/2010     50.65
GMAC                     8.400%  4/15/2010     45.00
GMAC                     8.500%  5/15/2010     51.55
GMAC                     6.375%  6/15/2010     47.95
GMAC                     8.000%  6/15/2010     57.00
GMAC                     8.000%  6/15/2010     48.00
GMAC                     8.000%  7/15/2010     34.42
GMAC                     8.200%  7/15/2010     45.10
GMAC                     8.000%  9/15/2010     57.50
GMAC                     8.500%  10/15/2010    35.00
GMAC LLC                 6.000%  4/1/2011      25.52
GMAC                     6.750%  9/15/2011     21.63
GMAC                     6.625%  10/15/2011    25.88
GMAC                     6.750%  10/15/2011    29.33
GMAC                     6.750%  10/15/2011    24.02
GMAC                     7.000%  10/15/2011    17.05
GMAC LLC                 6.000%  12/15/2011    38.50
GMAC LLC                 6.500%  5/15/2012     42.09
GMAC LLC                 6.625%  5/15/2012     34.00
GMAC                     6.500%  7/15/2012     15.63
GMAC LLC                 6.750%  7/15/2012     17.48
GMAC                     7.125%  8/15/2012     15.88
GMAC                     7.250%  8/15/2012     15.33
GMAC                     6.875%  8/28/2012     30.75
GMAC                     6.750%  9/15/2012     19.00
GMAC                     6.750%  9/15/2012     33.08
GMAC                     7.000%  9/15/2012     14.45
GMAC                     7.100%  9/15/2012     19.50
GMAC                     6.750%  10/15/2012    19.75
GMAC                     6.875%  10/15/2012    29.00
GMAC                     7.000%  10/15/2012    16.36
GMAC                     7.500%  10/15/2012    15.12
GMAC                     7.750%  10/15/2012    39.76
GMAC                     7.000%  11/15/2012    25.60
GMAC                     7.150%  11/15/2012    23.00
GMAC                     7.625%  11/15/2012    33.63
GMAC                     7.875%  11/15/2012    25.00
GMAC                     7.000%  12/15/2012    19.00
GMAC                     7.125%  12/15/2012    19.75
GMAC                     7.250%  12/15/2012    14.11
GMAC                     7.250%  12/15/2012    19.75
GMAC                     7.000%  1/15/2013     14.00
GMAC                     7.100%  1/15/2013     14.13
GMAC                     7.100%  1/15/2013     13.94
GMAC                     6.450%  2/15/2013     36.16
GMAC                     6.500%  2/15/2013     17.00
GMAC                     6.800%  2/15/2013     20.63
GMAC                     6.250%  3/15/2013     22.88
GMAC                     6.300%  3/15/2013     37.42
GMAC                     6.400%  3/15/2013     25.08
GMAC                     6.500%  4/15/2013     17.00
GMAC                     6.750%  4/15/2013     18.00
GMAC                     6.750%  4/15/2013     32.19
GMAC                     6.800%  4/15/2013     22.50
GMAC                     6.875%  4/15/2013     20.21
GMAC                     6.350%  5/15/2013     12.92
GMAC                     6.500%  5/15/2013     17.13
GMAC                     5.700%  6/15/2013     18.00
GMAC                     5.850%  6/15/2013     21.00
GMAC                     5.850%  6/15/2013     18.88
GMAC                     5.850%  6/15/2013     19.00
GMAC                     6.500%  6/15/2013     39.02
GMAC                     6.000%  7/15/2013     10.00
GMAC                     6.250%  7/15/2013     17.50
GMAC                     6.500%  8/15/2013     35.75
GMAC                     6.150%  9/15/2013     15.00
GMAC                     5.700%  10/15/2013    25.00
GMAC                     6.250%  10/15/2013    20.00
GMAC                     6.300%  10/15/2013    17.00
GMAC                     6.000%  11/15/2013    25.00
GMAC                     6.100%  11/15/2013    16.77
GMAC                     6.150%  11/15/2013    30.00
GMAC                     6.200%  11/15/2013    18.00
GMAC                     6.250%  11/15/2013    25.00
GMAC                     6.300%  11/15/2013    19.75
GMAC                     6.500%  11/15/2013    14.96
GMAC                     5.700%  12/15/2013    18.50
GMAC                     5.900%  12/15/2013    19.00
GMAC                     6.000%  12/15/2013    15.00
GMAC                     6.150%  12/15/2013    31.83
GMAC                     5.350%  1/15/2014     13.50
GMAC                     5.750%  1/15/2014     29.78
GMAC                     6.375%  1/15/2014     17.75
GMAC                     6.700%  5/15/2014     32.25
GMAC                     6.700%  6/15/2014     14.13
GMAC                     6.750%  6/15/2014     21.50
GMAC                     9.000%  7/15/2015     18.52
GMAC                     8.650%  8/15/2015     18.32
GMAC                     6.600%  8/15/2016     14.62
GMAC                     6.700%  8/15/2016     12.41
GMAC                     6.750%  8/15/2016     12.90
GMAC                     6.875%  8/15/2016     16.00
GMAC                     6.750%  9/15/2016     24.20
GMAC                     7.375%  11/15/2016    14.92
GMAC                     7.500%  11/15/2016    13.41
GMAC                     6.900%  6/15/2017     16.13
GMAC                     6.950%  6/15/2017     17.12
GMAC                     7.000%  6/15/2017     19.83
GMAC                     7.000%  7/15/2017     13.64
GMAC                     7.500%  8/15/2017     14.00
GMAC                     7.250%  9/15/2017     14.00
GMAC                     7.250%  9/15/2017     16.00
GMAC                     7.250%  9/15/2017     16.00
GMAC                     7.250%  9/15/2017     15.00
GMAC                     7.125%  10/15/2017    12.76
GMAC                     7.200%  10/15/2017    13.05
GMAC                     7.500%  11/15/2017    20.50
GMAC                     7.500%  11/15/2017    13.40
GMAC                     8.000%  11/15/2017    20.00
GMAC                     8.125%  11/15/2017    20.50
GMAC                     7.300%  12/15/2017    19.75
GMAC                     7.400%  12/15/2017    15.00
GMAC                     7.500%  12/15/2017    13.40
GMAC                     7.300%  1/15/2018     19.88
GMAC                     7.300%  1/15/2018     19.00
GMAC                     7.000%  2/15/2018     16.00
GMAC                     7.000%  2/15/2018     10.50
GMAC                     7.000%  2/15/2018     12.15
GMAC                     6.750%  3/15/2018     17.71
GMAC                     7.050%  3/15/2018     19.63
GMAC                     7.050%  3/15/2018     22.50
GMAC                     7.050%  4/15/2018     23.00
GMAC                     7.250%  4/15/2018     13.75
GMAC                     7.250%  4/15/2018     13.75
GMAC                     7.350%  4/15/2018     21.58
GMAC                     7.375%  4/15/2018     22.00
GMAC                     6.600%  5/15/2018     12.15
GMAC                     7.000%  5/15/2018     12.00
GMAC                     6.500%  6/15/2018     16.00
GMAC                     6.650%  6/15/2018     17.88
GMAC                     6.700%  6/15/2018     13.13
GMAC                     6.700%  6/15/2018     19.00
GMAC                     6.750%  7/15/2018     19.75
GMAC                     6.875%  7/15/2018     16.13
GMAC                     6.900%  7/15/2018     18.53
GMAC                     6.750%  9/15/2018     22.50
GMAC                     6.800%  9/15/2018     15.00
GMAC                     7.000%  9/15/2018     16.00
GMAC                     7.150%  9/15/2018     11.00
GMAC                     7.250%  9/15/2018     17.13
GMAC                     6.650%  10/15/2018    17.50
GMAC                     6.650%  10/15/2018    16.00
GMAC                     6.800%  10/15/2018    14.00
GMAC                     6.750%  11/15/2018    16.00
GMAC                     6.250%  12/15/2018    19.38
GMAC                     6.400%  12/15/2018    10.78
GMAC                     6.500%  12/15/2018    15.00
GMAC                     6.500%  12/15/2018    21.00
GMAC                     6.000%  2/15/2019     18.99
GMAC                     6.000%  4/15/2019     20.25
GMAC                     6.250%  4/15/2019     24.35
GMAC                     6.350%  4/15/2019     16.00
GMAC                     6.250%  5/15/2019     15.00
GMAC                     6.750%  5/15/2019     11.59
GMAC                     6.750%  5/15/2019     22.35
GMAC                     6.600%  6/15/2019     15.13
GMAC                     6.700%  6/15/2019     25.35
GMAC                     6.750%  6/15/2019     28.39
GMAC                     6.750%  6/15/2019     21.50
GMAC                     6.250%  7/15/2019     24.35
GMAC                     6.350%  7/15/2019     28.54
GMAC                     6.350%  7/15/2019     22.50
GMAC                     6.050%  8/15/2019     11.43
GMAC                     6.150%  8/15/2019     16.00
GMAC                     6.300%  8/15/2019     11.55
GMAC                     6.300%  8/15/2019     24.35
GMAC                     6.000%  9/15/2019     16.00
GMAC                     6.100%  9/15/2019     15.00
GMAC                     6.150%  9/15/2019     32.00
GMAC                     5.900%  10/15/2019    10.86
GMAC                     6.050%  10/15/2019    21.87
GMAC                     6.125%  10/15/2019    33.00
GMAC                     6.400%  11/15/2019    22.60
GMAC                     6.400%  11/15/2019    20.13
GMAC                     6.550%  12/15/2019    19.40
GMAC                     6.550%  12/15/2019    16.00
GMAC                     6.700%  12/15/2019    22.50
GMAC                     6.500%  1/15/2020     15.00
GMAC                     6.500%  2/15/2020     27.87
GMAC                     9.000%  7/15/2020     28.18
GMAC                     7.000%  9/15/2021     21.00
GMAC                     7.000%  9/15/2021     14.88
GMAC                     7.000%  6/15/2022     16.00
GMAC                     7.000%  11/15/2023    11.91
GMAC                     7.000%  11/15/2024    18.00
GMAC                     7.000%  11/15/2024    16.00
GMAC                     7.250%  1/15/2025     15.54
GMAC                     7.250%  2/15/2025     10.97
GMAC                     7.150%  3/15/2025     19.88
GMAC                     7.500%  3/15/2025     20.60
GENWORTH GLOBAL          6.050%  4/15/2033     14.75
GLOBALSTAR INC           5.750%  4/1/2028      25.84
REALOGY CORP            10.500%  4/15/2014     25.75
REALOGY CORP            12.375%  4/15/2015     20.00
HERBST GAMING            8.125%  6/1/2012       6.00
HERBST GAMING            7.000%  11/15/2014     6.00
PARK PLACE ENT           7.875%  3/15/2010     53.00
HARRAHS OPER CO          5.500%  7/1/2010      63.21
PARK PLACE ENT           8.125%  5/15/2011     48.00
HARRAHS OPER CO          5.375%  12/15/2013    27.00
HARRAHS OPER CO          5.625%  6/1/2015      13.28
HARRAHS OPER CO          6.500%  6/1/2016      24.20
HARRAHS OPER CO          5.750%  10/1/2017     16.13
HINES NURSERIES         10.250%  10/1/2011     12.00
HSBC FINANCE CRP         5.100%  10/15/2008    99.90
HOUSEHOLD FIN CO         6.500%  11/15/2008    98.38
HOUSEHOLD FIN CO         4.125%  12/15/2008    99.50
HAWAIIAN TELCOM          9.750%  5/1/2013      20.00
HAWAIIAN TELCOM         12.500%  5/1/2015       4.00
BORDEN INC               8.375%  4/15/2016     24.25
IDEARC INC               8.000%  11/15/2016    18.31
ISOLAGEN INC             3.500%  11/1/2024     32.00
INN OF THE MOUNT        12.000%  11/15/2010    50.00
KEYSTONE AUTO OP         9.750%  11/1/2013     43.50
KEMET CORP               2.250%  11/15/2026    34.59
KEMET CORP               2.250%  11/15/2026    36.38
KIMBALL HILL INC        10.500%  12/15/2012     2.55
KULICKE & SOFFA          0.500%  11/30/2008    98.25
KELLWOOD CO              7.875%  7/15/2009     68.00
LITHIA MOTORS            2.875%  5/1/2014      86.50
LAZYDAYS RV             11.750%  5/15/2012     51.00
US AIRWAYS GROUP         7.000%  9/30/2020     59.00
LEHMAN BROS HLDG         4.000%  8/3/2009      10.00
LEHMAN BROS HLDG         7.200%  8/15/2009     12.06
LEHMAN BROS HLDG         7.875%  11/1/2009      9.00
LEHMAN BROS HLDG         3.950%  11/10/2009     7.00
LEHMAN BROS HLDG         4.250%  1/27/2010    100.00
LEHMAN BROS HLDG         4.500%  7/26/2010     12.13
LEHMAN BROS HLDG         7.875%  8/15/2010      7.00
LEHMAN BROS HLDG         4.375%  11/30/2010   100.00
LEHMAN BROS HLDG         5.000%  1/14/2011      7.25
LEHMAN BROS HLDG         6.000%  4/1/2011      12.00
LEHMAN BROS HLDG         5.750%  4/25/2011     11.75
LEHMAN BROS HLDG         5.750%  7/18/2011      9.00
LEHMAN BROS HLDG         4.500%  8/3/2011       7.00
LEHMAN BROS HLDG         6.625%  1/18/2012      8.00
LEHMAN BROS HLDG         5.250%  2/6/2012       9.50
LEHMAN BROS HLDG         6.000%  7/19/2012     10.13
LEHMAN BROS HLDG         5.000%  1/22/2013      5.38
LEHMAN BROS HLDG         5.625%  1/24/2013      8.91
LEHMAN BROS HLDG         5.100%  1/28/2013      8.00
LEHMAN BROS HLDG         5.000%  2/11/2013     13.00
LEHMAN BROS HLDG         4.800%  2/27/2013     12.00
LEHMAN BROS HLDG         4.700%  3/6/2013       7.00
LEHMAN BROS HLDG         5.000%  3/27/2013      7.25
LEHMAN BROS HLDG         5.750%  5/17/2013      9.75
LEHMAN BROS HLDG         5.250%  1/30/2014     20.00
LEHMAN BROS HLDG         4.800%  3/13/2014      9.00
LEHMAN BROS HLDG         5.000%  8/3/2014       8.25
LEHMAN BROS HLDG         6.200%  9/26/2014      8.94
LEHMAN BROS HLDG         5.150%  2/4/2015       8.56
LEHMAN BROS HLDG         5.250%  2/11/2015     13.50
LEHMAN BROS HLDG         8.800%  3/1/2015      12.88
LEHMAN BROS HLDG         8.500%  8/1/2015      10.00
LEHMAN BROS HLDG         5.000%  8/5/2015       8.00
LEHMAN BROS HLDG         5.000%  12/18/2015     6.00
LEHMAN BROS HLDG         5.500%  4/4/2016      10.50
LEHMAN BROS HLDG         8.920%  2/16/2017     17.50
LEHMAN BROS HLDG        11.000%  10/25/2017    10.00
LEHMAN BROS HLDG         5.875%  11/15/2017    12.14
LEHMAN BROS HLDG         5.600%  1/22/2018      7.00
LEHMAN BROS HLDG         5.700%  1/28/2018      9.00
LEHMAN BROS HLDG         5.500%  2/4/2018       5.00
LEHMAN BROS HLDG         5.550%  2/11/2018      4.33
LEHMAN BROS HLDG         5.500%  2/19/2018      8.83
LEHMAN BROS HLDG         5.350%  2/25/2018     12.00
LEHMAN BROS HLDG         6.875%  5/2/2018      10.13
LEHMAN BROS HLDG         5.500%  11/4/2018      7.00
LEHMAN BROS HLDG         8.050%  1/15/2019     10.00
LEHMAN BROS HLDG         4.000%  4/16/2019      8.00
LEHMAN BROS HLDG         6.000%  1/22/2020      8.50
LEHMAN BROS HLDG         6.000%  2/12/2020      6.50
LEHMAN BROS HLDG         5.100%  2/15/2020      4.13
LEHMAN BROS HLDG         5.500%  2/27/2020     11.50
LEHMAN BROS HLDG         5.400%  3/6/2020       9.21
LEHMAN BROS HLDG         5.250%  3/8/2020      13.06
LEHMAN BROS HLDG         5.350%  3/13/2020     13.06
LEHMAN BROS HLDG         5.400%  3/20/2020      9.50
LEHMAN BROS HLDG         5.200%  5/13/2020      3.27
LEHMAN BROS HLDG         5.800%  9/3/2020      11.00
LEHMAN BROS HLDG         6.000%  1/29/2021      9.90
LEHMAN BROS HLDG         6.250%  2/5/2021       7.00
LEHMAN BROS HLDG         6.750%  7/1/2022       7.00
LEHMAN BROS HLDG         6.600%  10/3/2022      8.40
LEHMAN BROS HLDG         6.400%  10/11/2022     8.00
LEHMAN BROS HLDG         9.500%  1/30/2023     12.00
LEHMAN BROS HLDG         6.250%  2/22/2023      8.50
LEHMAN BROS HLDG         9.500%  2/27/2023      6.00
LEHMAN BROS HLDG         6.500%  2/28/2023     10.00
LEHMAN BROS HLDG         6.500%  3/6/2023       9.00
LEHMAN BROS HLDG         5.500%  3/14/2023      4.02
LEHMAN BROS HLDG         5.750%  3/27/2023      8.86
LEHMAN BROS HLDG         5.500%  4/8/2023       9.90
LEHMAN BROS HLDG         5.500%  4/15/2023      5.00
LEHMAN BROS HLDG         5.500%  4/23/2023      8.00
LEHMAN BROS HLDG         5.250%  5/20/2023      8.00
LEHMAN BROS HLDG         5.000%  5/30/2023      7.00
LEHMAN BROS HLDG         5.000%  6/10/2023      8.25
LEHMAN BROS HLDG         5.000%  6/17/2023     10.00
LEHMAN BROS HLDG         4.800%  6/24/2023      8.25
LEHMAN BROS HLDG         5.500%  8/5/2023       4.41
LEHMAN BROS HLDG         6.100%  8/12/2023      7.00
LEHMAN BROS HLDG         5.750%  9/16/2023      8.66
LEHMAN BROS HLDG         5.500%  10/7/2023     11.50
LEHMAN BROS HLDG         5.750%  10/15/2023     5.85
LEHMAN BROS HLDG         5.750%  10/21/2023     8.00
LEHMAN BROS HLDG         5.750%  11/12/2023     8.06
LEHMAN BROS HLDG         5.750%  11/25/2023    10.00
LEHMAN BROS HLDG         5.450%  3/15/2025      7.00
LEHMAN BROS INC          7.500%  8/1/2026      13.13
LEHMAN BROS HLDG         6.200%  6/15/2027      6.50
LEHMAN BROS HLDG         6.625%  7/27/2027      8.50
LEHMAN BROS HLDG         6.500%  9/20/2027      7.00
LEHMAN BROS HLDG         7.000%  9/27/2027      8.00
LEHMAN BROS HLDG         6.500%  10/18/2027     6.50
LEHMAN BROS HLDG         6.500%  10/25/2027    11.88
LEHMAN BROS HLDG        11.000%  3/17/2028     11.40
LEHMAN BROS HLDG         6.000%  10/23/2028     4.75
LEHMAN BROS HLDG         6.000%  11/18/2028     7.00
LEHMAN BROS HLDG         5.750%  12/16/2028    13.06
LEHMAN BROS HLDG         5.750%  12/23/2028     7.80
LEHMAN BROS HLDG         5.500%  1/27/2029      7.00
LEHMAN BROS HLDG         5.500%  2/3/2029       7.00
LEHMAN BROS HLDG         5.700%  2/10/2029      5.50
LEHMAN BROS HLDG         5.600%  2/17/2029      7.00
LEHMAN BROS HLDG         5.600%  2/24/2029     14.04
LEHMAN BROS HLDG         5.600%  3/2/2029       7.50
LEHMAN BROS HLDG         5.550%  3/9/2029      13.78
LEHMAN BROS HLDG         5.400%  3/30/2029      9.75
LEHMAN BROS HLDG         5.450%  4/6/2029      12.00
LEHMAN BROS HLDG         5.700%  4/13/2029      8.00
LEHMAN BROS HLDG         5.900%  5/4/2029       8.20
LEHMAN BROS HLDG         6.000%  5/11/2029     13.75
LEHMAN BROS HLDG         6.200%  5/25/2029      9.00
LEHMAN BROS HLDG         6.050%  6/29/2029     12.00
LEHMAN BROS HLDG         6.000%  7/20/2029      7.00
LEHMAN BROS HLDG         5.750%  8/24/2029      5.00
LEHMAN BROS HLDG         5.700%  9/7/2029       4.75
LEHMAN BROS HLDG         5.750%  9/14/2029      8.00
LEHMAN BROS HLDG         5.750%  10/12/2029     4.55
LEHMAN BROS HLDG         5.650%  11/23/2029     9.00
LEHMAN BROS HLDG         5.700%  12/14/2029     6.75
LEHMAN BROS HLDG         5.550%  1/25/2030      9.75
LEHMAN BROS HLDG         5.450%  2/22/2030      7.00
LEHMAN BROS HLDG         5.625%  3/15/2030      4.00
LEHMAN BROS HLDG         5.750%  3/29/2030     16.00
LEHMAN BROS HLDG         5.600%  5/3/2030      11.50
LEHMAN BROS HLDG         5.450%  7/19/2030     13.50
LEHMAN BROS HLDG         5.650%  8/16/2030      9.06
LEHMAN BROS HLDG         5.450%  9/20/2030     13.75
LEHMAN BROS HLDG         5.800%  10/25/2030     8.83
LEHMAN BROS HLDG         5.850%  11/8/2030     13.75
LEHMAN BROS HLDG         5.950%  12/20/2030     9.00
LEHMAN BROS HLDG         5.900%  2/7/2031       8.90
LEHMAN BROS HLDG         6.150%  4/11/2031     10.05
LEHMAN BROS HLDG         6.850%  8/16/2032     14.00
LEHMAN BROS HLDG         6.900%  9/1/2032       9.00
LEHMAN BROS HLDG         6.800%  9/7/2032      10.00
LEHMAN BROS HLDG         7.000%  10/4/2032      8.90
LEHMAN BROS HLDG         6.500%  11/15/2032    11.00
LEHMAN BROS HLDG         6.500%  1/17/2033      7.65
LEHMAN BROS HLDG         6.750%  3/11/2033      9.00
LEHMAN BROS HLDG         6.000%  4/30/2034      6.05
LEHMAN BROS HLDG         6.000%  7/30/2034      3.27
LEHMAN BROS HLDG         5.550%  12/31/2034     7.83
LEHMAN BROS HLDG         5.650%  12/31/2034     8.20
LEHMAN BROS HLDG         6.000%  2/21/2036      8.90
LEHMAN BROS HLDG         6.000%  2/24/2036      5.85
LEHMAN BROS HLDG         6.900%  6/20/2036      8.50
LEHMAN BROS HLDG         6.400%  12/19/2036    12.50
LEHMAN BROS HLDG         6.500%  12/22/2036     7.56
LEHMAN BROS HLDG         6.000%  2/12/2037     10.50
LEHMAN BROS HLDG         6.500%  2/13/2037     10.00
LEHMAN BROS HLDG         6.300%  3/27/2037     14.00
LEHMAN BROS HLDG         6.500%  6/21/2037      2.50
LEHMAN BROS HLDG         6.500%  7/13/2037      8.60
LEHMAN BROS HLDG         7.000%  7/27/2037      9.60
LEHMAN BROS HLDG         7.000%  9/28/2037      7.00
LEHMAN BROS HLDG         6.750%  10/26/2037     7.48
LEHMAN BROS HLDG         7.000%  11/16/2037     8.00
LEHMAN BROS HLDG         7.000%  12/28/2037     6.18
LEHMAN BROS HLDG         7.000%  1/31/2038      7.85
LEHMAN BROS HLDG         7.000%  2/1/2038       8.00
LEHMAN BROS HLDG         7.000%  2/8/2038       6.00
LEHMAN BROS HLDG         7.050%  2/27/2038      9.60
LEHMAN BROS HLDG         7.250%  2/27/2038     11.50
LEHMAN BROS HLDG         7.100%  3/25/2038      9.00
LEHMAN BROS HLDG         7.000%  4/22/2038      5.04
LEHMAN BROS HLDG         7.250%  4/29/2038     13.85
LEHMAN BROS HLDG         7.350%  5/6/2038      10.00
LIBERTY FINL             6.750%  11/15/2008    97.00
CHENIERE ENERGY          2.250%  8/1/2012      16.00
LANDRY'S RESTAUR         9.500%  12/15/2014    86.38
LIFECARE HOLDING         9.250%  8/15/2013     41.00
MAJESTIC STAR            9.500%  10/15/2010    48.50
MAJESTIC STAR            9.750%  1/15/2011      5.00
MAGNA ENTERTAINM         7.250%  12/15/2009    51.00
MAGNA ENTERTAINM         8.550%  6/15/2010     46.20
MERRILL LYNCH            8.400%  3/9/2011      87.25
MERISANT CO              9.500%  7/15/2013     40.75
MERIX CORP               4.000%  5/15/2013     30.50
METALDYNE CORP          11.000%  6/15/2012      9.17
METALDYNE CORP          10.000%  11/1/2013     15.00
JOHN HANCOCK LIF         3.250%  10/15/2008    99.85
JOHN HANCOCK LIF         4.250%  10/15/2008    99.85
MASONITE CORP           11.000%  4/6/2015      15.50
MICHAELS STORES         11.375%  11/1/2016     38.00
MENTOR CORP              2.750%  1/1/2024      96.00
MORRIS PUBLISH           7.000%  8/1/2013      15.50
MRS FIELDS               9.000%  3/15/2011     56.50
MORGAN ST DEAN W         1.250%  12/30/2008    74.25
MORGAN STANLEY           3.875%  1/15/2009     91.00
MUZAK LLC/FIN           10.000%  2/15/2009     85.00
NORTH ATL TRADNG         9.250%  3/1/2012      38.03
NATL CITY CORP           3.125%  4/30/2009     73.03
NATL CITY BANK           4.150%  8/1/2009      80.90
NATL CITY BANK           2.700%  8/24/2009     70.96
NATL CITY BANK           4.250%  1/29/2010     50.00
NATL CITY BANK           4.500%  3/15/2010     61.75
NATL CITY BK CLE         7.250%  7/15/2010     35.00
NAT CITY BK NE           7.250%  7/15/2010     50.00
NATL CITY BK DAY         7.250%  7/15/2010     20.00
NATL CITY BK PA          7.250%  10/21/2011    39.00
NATL CITY BANK           4.625%  5/1/2013      49.59
NEFF CORP               10.000%  6/1/2015      16.50
NEWARK GROUP INC         9.750%  3/15/2014     40.00
LEINER HEALTH           11.000%  6/1/2012      21.00
OSCIENT PHARM            3.500%  4/15/2011     25.75
OSCIENT PHARM            3.500%  4/15/2011     19.13
PIERRE FOODS INC         9.875%  7/15/2012      7.88
PLIANT CORP             11.125%  9/1/2009      49.00
PLY GEM INDS             9.000%  2/15/2012     55.00
PRIMUS TELECOM           3.750%  9/15/2010     51.75
PRIMUS TELECOM           8.000%  1/15/2014     29.30
NUTRITIONAL SRC         10.125%  8/1/2009      21.50
QUALITY DISTRIBU         9.000%  11/15/2010    55.80
RITE AID CORP            6.875%  8/15/2013     43.00
RAFAELLA APPAREL        11.250%  6/15/2011     40.50
RAIT FINANCIAL           6.875%  4/15/2027     42.20
RESIDENTIAL CAP          8.125%  11/21/2008    74.00
RESIDENTIAL CAP          8.375%  6/30/2010      9.50
RESIDENTIAL CAP          8.000%  2/22/2011      5.00
RESIDENTIAL CAP          8.500%  6/1/2012      25.92
RESIDENTIAL CAP          8.500%  4/17/2013     18.13
RESIDENTIAL CAP          9.625%  5/15/2015     24.92
RESIDENTIAL CAP          8.875%  6/30/2015     21.00
RH DONNELLEY             6.875%  1/15/2013     31.50
RH DONNELLEY             6.875%  1/15/2013     31.50
RH DONNELLEY             6.875%  1/15/2013     33.50
RH DONNELLEY             8.875%  1/15/2016     24.00
RH DONNELLEY             8.875%  10/15/2017    30.00
SIRIUS SATELLITE         2.500%  2/15/2009     83.50
SIRIUS SATELLITE         2.500%  2/15/2009     88.63
XM SATELLITE            10.000%  12/1/2009     47.50
SIX FLAGS INC            9.750%  4/15/2013     46.00
SLM CORP                 4.000%  1/15/2009     92.01
SLM CORP                 4.200%  9/15/2010     50.11
STANDARD MTR             6.750%  7/15/2009     87.50
STANLEY-MARTIN           9.750%  8/15/2015     35.25
STATION CASINOS          6.000%  4/1/2012      38.00
STATION CASINOS          6.500%  2/1/2014      18.50
STATION CASINOS          6.875%  3/1/2016      18.50
SWIFT TRANS CO          12.500%  5/15/2017     34.88
TEKNI-PLEX INC          12.750%  6/15/2010     65.00
TOUSA INC                9.000%  7/1/2010      37.00
TOUSA INC                9.000%  7/1/2010      30.00
TOUSA INC                7.500%  3/15/2011      3.00
TOUSA INC               10.375%  7/1/2012       2.15
TOUSA INC                7.500%  1/15/2015      2.00
TOYOTA-CALL10/08         5.400%  10/21/2013    99.60
TOYOTA-CALL10/08         5.500%  10/21/2013    99.25
TRIBUNE CO               4.875%  8/15/2010     47.12
TIMES MIRROR CO          7.250%  3/1/2013      30.00
TIMES MIRROR CO          7.500%  7/1/2023      22.00
TRUMP ENTERTNMNT         8.500%  6/1/2015      25.25
WIMAR OP LLC/FIN         9.625%  12/15/2014     8.00
TRUE TEMPER              8.375%  9/15/2011     29.80
TRONOX WORLDWIDE         9.500%  12/1/2012     30.00
JAZZ TECHNOLOGIE         8.000%  12/31/2011    40.00
RJ TOWER CORP           12.000%  6/1/2013       1.13
UAL CORP                 5.000%  2/1/2021      33.71
UAL CORP                 4.500%  6/30/2021     30.35
USAUTOS TRUST            5.100%  3/3/2011      49.00
UNIVISION COMM           3.875%  10/15/2008    99.00
VISTEON CORP             8.250%  8/1/2010      35.00
VISTEON CORP             7.000%  3/10/2014     25.00
VERTIS INC               9.750%  4/1/2009      79.50
VION PHARM INC           7.750%  2/15/2012     22.50
VERENIUM CORP            5.500%  4/1/2027      38.00
VERASUN ENERGY           9.875%  12/15/2012    64.00
VESTA INSUR GRP          8.750%  7/15/2025      1.00
WORLD SAV BK FSB         4.125%  12/15/2009    64.00
WCI COMMUNITIES          9.125%  5/1/2012      25.13
WILLIAM LYON            10.750%  4/1/2013      42.00
WOLVERINE TUBE          10.500%  4/1/2009      90.00
WASH MUTUAL INC          4.000%  1/15/2009     51.00
WASH MUTUAL INC          4.200%  1/15/2010     50.00
WASH MUTUAL INC          8.250%  4/1/2010      10.00
WASH MUT BANK NV         5.550%  6/16/2010     29.25
WASH MUTUAL INC          4.625%  4/1/2014      12.70
WASH MUT BANK NV         5.650%  8/15/2014      0.03
WASH MUTUAL INC          7.250%  11/1/2017     12.85
YOUNG BROADCSTNG        10.000%  3/1/2011      18.00
YOUNG BROADCSTNG         8.750%  1/15/2014     15.00
USFREIGHTWAYS            6.500%  5/1/2009      95.00


                             *********

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 ***