TCR_Public/081223.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

           Tuesday, December 23, 2008, Vol. 12, No. 305

                             Headlines



730 BEINVILLE: Blames Collapse on Sluggish Tourism
ACCESS GROUP: Moody's Clarifies Rating Actions on 2005-B Notes
ACCO BRANDS: Moody's Confirms 'B1' CFR; Outlook Negative
AGRIPROCESSORES INC: 12 Parties Want to Buy Co., Trustee Says
ALERIS INTERNATIONAL: Bank Loan Sells at Substantial Discount

AMACORE GROUP: Errors Prompts Restatement Financial Statements
AMDL INC: Board Names Douglas MacLellan as CEO, Executive Chairman
AMDL INC: Completes 1st Tranche Offering of 12% Notes, Warrants
AMERICAN EQUITY: S&P Affirms 'BB+' Counterparty Credit Rating
AMERICAN SAFETY: S&P Puts B Corp. Credit Rating on WatchNeg.

ANTHONY CUTAIA: Court Denies Chapter 7 Protection
ARCHWAY COOKIES: Wants Case Converted to Ch. 7 Liquidation
ARGENT MORTGAGE: Moody's Junks Ratings on at Least 60 Note Classes
ARGENT SECURITIES: Moody's Downgrades Ratings on Five Class Certs.
ARIAD PHARMACEUTICALS: Board OKs Amendments to Restated By-Laws

ARIAD PHARMACEUTICALS: Disputes Cue Resignation of Four Directors
BARRICADE BOOKS: Seeks Dismissal of Chapter 11 Case
BCE INC: Fitch Changes Outlook on 'BB-' Ratings to Positive
BHM TECHNOLOGIES: Emerges from Chapter 11 Bankruptcy
BLACKBOARD INC: S&P Raises Corporate Credit Rating to 'BB-'

BLOUNT INT'L: Names Russell L. German as SVP-Carlton Operations
BNY CONVERGEX: S&P Puts 'B+' Counterparty Credit Rating
BOMBARDIER RECREATIONAL: Moody's Cuts CFR to B3; Outlook Stable
BOSCOV'S INC: Court Extends Plan Filing Period Until April 1
BOSTON CITY: Moody's Downgrades Rating on Revenue Bonds to 'B3'

BOSTON GENERATING: Moody's Junks 2nd Lien Sr. Secured Rating
BRINKER INTERNATIONAL: Moody's Cuts Senior Notes Rating to 'Ba2'
CANNERY CASINO: S&P Keeps B+ Corp. Credit Rating on Positive Watch
CAPITAL AUTOMOTIVE: Bank Loan Continues to Sell at Discount
CD 2007-CD4: Moody's Downgrades Ratings on 12 Classes of Notes

CD COMMERCIAL: Fitch Maintains Low-B Ratings on Three Classes
CHAPARRAL ENERGY: Moody's Lowers Ratings on Senior Notes to 'Caa3'
CHAPRRAL ENERGY: S&P Cuts Corporate Credit Rating to 'CCC+'
CHARTER COMMUNICATIONS: Bank Loan Sells at Substantial Discount
CHEM RX: Moody's Downgrades Corporate Family Rating at 'B3'

CHLOE FOODS: Voluntary Chapter 11 Case Summary
CHRYSLER LLC: Fitch Downgrades IDR to 'C'; Default Imminent
CHRYSLER LLC: Facilities' Closing Won't Affect S&P's Bond Rating
CITI INSTITUTIONAL: Moody's Cuts Bond Credit Rating to 'Ba/MR5'
CMP SUSQUEHANNA: S&P Keeps B- Corp. Credit Rating; Outlook Neg.

COLORADO PUBLIC: Moody's Lowers Rating on $4.9 Mil. Bonds to 'Ba1'
CONNACHER OIL: Moody's Downgrades Corporate Family Rating to 'B1'
CONSECO INC: Moody's Downgrades Ratings to Low B; Outlook Negative
CONSTAR INTERNATIONAL: Moody's Cuts Corp. Family Rating to 'Caa3'
COOPER COMPANIES: S&P Keeps BB- Corp. Credit Rating; Outlook Neg.

CORNERSTONE MINISTRIES: Salient Terms of Committee's Exit Plan
CORNERSTONE MINISTRIES: Wellstone At Craig Wants Mortgage Released
CREATIVE LOAFING: Files Reorganization Plan and Disc. Statement
CREDIT SUISSE: Moody's Reviews Ba1 $33.4 Mil. Notes Ratings
CUMULUS MEDIA: S&P Keeps 'B' Corp. Credit Rating; Outlook Negative

DEER POINT: Voluntary Chapter 11 Case Summary
DETROIT MEDICAL: Moody's Affirms 'Ba3' Long-Term Bond Rating
DREIER LLP: U.S. Trustee to Select Chapter 11 Trustee
DREIER LLP: Marc Dreier May Be Forced to File for Bankruptcy
EIF CALIPSO: S&P Keeps BB+ Ratings on Sr. Sec. Bonds; Outlook Neg.

ESTATE FINANCIAL: May Sell Atascadero Property for $949,000
FGIC CORP: Moody's Cuts IFSR to Caa1; Outlook Negative
FIRST UNION: Moody's Affirms 'B3' $37.8MM Class G Notes Rating
FLYING J: Decline in Oil Prices Prompts Chapter 11 Filing
FLYING J: Case Summary & 30 Largest Unsecured Creditors

FORD MOTOR: Moody's Lowers Ratings Deeper Into Junk Territory
FOREST CITY: Moody's Cuts Senior Unsecured Debt Ratings to 'B1'
FORTUNE INDUSTRIES: Auditor Raises Going Concern Doubt
GENERAL GROWTH: Grants Concession to Lenders; Won't Sell Assets
GENERAL MOTORS: To Mull Alternatives for Saturn, May Sell Brand

GENERAL MOTORS: Fitch Downgrades IDR to 'C'; Default Imminent
GEORGIA GULF: Bad Market Conditions Cues Sarnia PVC Plant Closure
GLITNIR BANKI: Rebranded as 'Islandsbanki' or 'Bank of Iceland'
GLOBAL CREDIT: S&P Downgrades Preferred Shares' Rating to 'CCC-'
GLOBAL DISCS: S&P Downgrades Rating on Trust Units to 'BB+'

HARRAH'S ENTERTAINMENT: Unit Completes $2.1 Billion Exchange Offer
HARVEST ENERGY: S&P Keeps 'CCC+' Senior Unsecured Debt Rating
HEXION SPECIALTY: Banks Provide $325 Mil. Merger Termination Fee
HEXION SPECIALTY: Moody's Confirms Corporate Family Rating at 'B2'
HINES HORTICULTURE: Court Approves Amended Disclosure Statement

IBIS TECHNOLOGY: Inks Asset Purchase Deal with Nissin, et. al.
INSITE VISION: Receives Non-Compliance Notice from NYSE Alternext
INTEGRA HOSPITAL: Lowers Minimum Bid for Hospitals
INTERSTATE BAKERIES: To Emerge from Ch. 11 in Next Few Weeks
JABIL CIRCUIT: Reports Unaudited 2009 First Quarter Results

JDA SOFTWARE: Moody's Affirms 'B1' Corporate Family Rating
JPMORGAN COMMERCIAL: Moody's Cuts Ratings on 12 Cert. Classes
KANSAS SOUTHERN: S&P Keeps B+ Corp. Credit Rating; Outlook Stable
KEY PLASTICS: Taps Chanin Capital as Financial Advisors
LANDSOURCE COMMUNITIES: Lennar Mare Auctions May Start Next Year

LIMITED BRANDS: S&P Cuts Long-Term Corp. Credit Rating to 'BB+'
LIN TELEVISION: Moody's Downgrades Corporate Family Rating to 'B2'
LOMBARD PUBLIC: S&P Gives Negative Outlook on 'BB-' Rated Bonds
LUSSO COLLECTION: Files for Chapter 11 After Drop in Membership
MARSICO PARENT: Moody's Downgrades Corporate Family Rating to 'B3'

MASCO CORPORATION: Moody's Downgrades Senior Debt Ratings to 'Ba1'
MEDCATH HOLDINGS: Moody's Withdraws All Ratings on Note Repayment
MERITAGE HOMES: CFO Assumes Chief Accounting Officer Assignment
MERITAGE MORTGAGE: Moody's Downgrades Ratings on 23 Class Certs.
MGIC INVESTMENT: S&P Cuts Rating to 'BB+' From 'BBB'

MITEL NETWORKS: Moody's Downgrades Corporate Family Rating to 'B3'
MOTOR COACH: Chapter 11 Plan Goes to Creditors for Voting
NATIONAL CENTURY: Jury Acquits Former Employee James Happ
NATIONAL CENTURY: Credit Suisse Claims Suit Misrepresentation
NON-INVASIVE MONITORING: Appoints Three Directors to Board

NON-INVASIVE MONITORING: Completes Sale of 491 Preferred Shares
NON-INVASIVE MONITORING: Repays $300,000 Due Under Credit Revolver
NORTH AMERICAN TECH: Refinances $2MM in Promissory Notes
NORTHEAST BIOFUELS: S&P Junks Rating on $140 Mil. Senior Loans
NORTHLAKE FOODS: Waffle House Wants to Buy 121 Restaurants

NPS PHARMACEUTICALS: Appoints Roger J. Garceau as SVP and CMO
OFFICEMAX INC: Dividend Suspension Won't Affect S&P's 'BB-' Rating
OVERSEAS SHIPHOLDING: Moody's Affirms 'Ba1' Corp. Family Rating
PARENT COMPANY: Ernst & Young Raises Going Concern Doubt
PEP BOYS-MANNY: S&P Keeps B- Corp. Credit Rating; Outlook Negative

PERFORMING BRANDS: Files Chapter 7 After Bank Account Foreclosure
PRECISION PARTS: Organizational Meeting to Form Panel on Dec. 23
PONTIAC OSTEOPATHIC: Moody's Withdraws 'Ba1' Rating on 1994 Bonds
PRODUCTION RESOURCE: Moody's Lowers Corp. Family Rating to 'B2'
R&B CONSTRUCTION: Files Chapter 11 Plan and Disclosure Statement

RADIAN GROUP: Cuts Rating to 'BB' From 'BB+'
REAL ESTATE EXCHANGE: Files for Chapter 11 Protection in Atlanta
REALOGY CORP: Moody's Cuts Corporate Family Rating to 'Caa3'
REALOGY CORP: S&P Affirms Corporate Credit Rating at 'CC'
REVLON INC: Affiliate Amends $107MM Loan with Major Stockholder

RINKER MATERIALS: Moody's Downgrades Sr. Notes' Rating to 'Ba3'
RIVER ROCK: S&P Affirms Issuer Credit Rating at 'B+'; Outlook Neg.
ROC PREFERRED: S&P Downgrades Preferred Shares Rating to 'BB'
ROUGE INDUSTRIES: Files Chapter 11 Joint Plan of Liquidation
ROUGE INDUSTRIES: Wants Plan Filing Period Extended to March 30

SANDRIDGE ENERGY: S&P Affirms Corporate Credit Rating at 'B'
SCHOLASTIC CORP: Moody's Puts 'Ba1' CFR on Review for Likely Cut
SCHOLASTIC CORP: S&P Puts 'BB' Corp. Credit Rating on WatchNeg.
SENIOR HEALTH: Moody's Confirms 'Caa1' FSR; Outlook Negative
SINCLAIR BROADCAST: S&P Keeps 'BB-' Corporate Credit Rating

SMURFIT-STONE CONTAINER: S&P Cuts Corporate Credit Rating to 'B'
SOLERA HOLDINGS: HPI Ltd. Acquisition Won't Affect S&P's Rating
SPECIAL DEVICES: Organizational Meeting to Form Panel on Dec. 23
SPECTRUM BRANDS: Creates Incentive Program for Top Executives
SPIRIT FINANCE: Moody's Downgrades Corporate Family Rating to 'B2'

SUN-TIMES MEDIA: Likely Bankruptcy in 2009; To Change Board
SUPERIOR OFFSHORE: Files First Amended Joint Plan with Committee
TENSAR CORP: S&P Downgrades Corporate Credit Rating to 'B-'
TERRA NOSTRA: U.S. Trustee to Appoint Chapter 11 Trustee
TOYS R US: November 1 Balance Sheet Upside-Down by $661 Million

TOYS R US: Bank Loan Sells at Substantial Discount
TPG-AUSTIN PORTFOLIO: Strained Liquidity Cues Moody's Junk Rating
TWIN REEFS: Syncora's Nonpayment of Interest Cues S&P's 'C' Rating
VOTORANTIM CEMENT: Moody's Affirms 'Ba1' Corporate Family Rating
WACHOVIA BANK: Moody's Downgrades Ratings on Eight Classes

WACHOVIA BANK: Moody's Reviews Ratings for Possible Downgrade
WACHOVIA BANK: Moody's Downgrades Ratings on $300 Mil. Class Notes
WCA WASTE: S&P Keeps 'B' Corporate Credit Rating; Outlook Stable
WELLSTONE AT CRAIG: Files for Chapter 11 to Get Mortgage Released
WEST HAWK ENERGY: Files for Chapter 11 Protection in Colorado

WINDSOR FINANCING: S&P Downgrades Rating on $268.5MM Bonds to 'BB'
WOLVERINE TUBE: Moody's Cuts Corporate Family Rating at 'Caa3'
WORKSTREAM INC: Aug. 31 Balance Sheet Upside Down by $3.9 Million
XL CAPITAL: Moody's Downgrades Preferred Stock Ratings to 'Ba1'
YARI FILM: Case Summary & 20 Largest Unsecured Creditors

* Moody's Downgrades Ratings on 37 Tranches from Six Jumbo Deals
* Moody's Reviews Ratings on 109 Real Estate CDOs for Likely Cuts
* S&P Cuts Ratings on 4 Classes From 13 Subprime RMBS Deals to 'D'

* Corporate Bankruptcy Bootcamp Audio Conference on Jan. 15, 2009

* Large Companies with Insolvent Balance Sheets



                             *********

730 BEINVILLE: Blames Collapse on Sluggish Tourism
--------------------------------------------------
According to Jaquetta White at The Times-Picayune, court documents
say that 730 Bienville Partners Ltd. blamed its bankruptcy on
sluggish tourism due to Hurricane Katrina and a slowing economy.
The report relates that 730 Beinville's partner Brett Smith said
in court documents that business has been negatively affected by
the "general turn down in the tourism market in the United States,
as well as the serious business interruptions caused by the
hurricanes and evacuations in New Orleans since 2005."

According to Ms. White, Mr. Smith said he hopes that through the
bankruptcy filing, 730 Beinville would be able to lower its
payments and extend the expiration date on some debts.  The
company's bankruptcy filing won't affect the operation of the
hotels and the restaurant, and business will be better next year,
the report says, citing Mr. Smith.

The Times-Picayune relates that 730 Beinville's largest creditor,
Whitney National Bank, said that it is owed more than
$13.5 million.  According to the report, Whitney National holds
the mortgage for 730 Bienville's real estate properties.

According to the report, the Debtor attempted to negotiate a
restructuring of the Whitney debt to avoid filing for bankruptcy.
The parties, however, failed to reach an agreement.

New Orleans, Louisiana-based 730 Bienville Partners Ltd. owns and
operates the St. Louis and St. Ann hotels in the French Quarter
and owns the building that currently houses Fire of Brazil
restaurant.  The company has about 84 workers.

The company filed for Chapter 11 protection on Dec. 2, 2008
(Bankr. E. D. La. Case No. 08-12949).  Jan Marie Hayden, Esq., at
Heller, Draper, Hayden, Patrick & Horn, L.L.C., represents the
company in its restructuring effort.  The company listed assets of
$10,000,000 to $50,000,000 and debts of $10,000,000 to
$50,000,000.


ACCESS GROUP: Moody's Clarifies Rating Actions on 2005-B Notes
--------------------------------------------------------------
Rating action for Access Group, Inc. Private Student Loan Asset-
Backed Notes, Series 2005-B was omitted in the September 17, 2008
release.  This deal was inadvertently excluded from the broad
general press release.

The additional rating actions are:

Issuer: Access Group, Inc. Private Student Loan Asset-Backed
Notes, Series 2005-B

  -- Cl. A-1 notes, current rating Aaa, on review possible
     downgrade

  -- Cl. A-2 notes, current rating Aaa, on review possible
     downgrade

According to Moody's, the updated press release is:

On 15 September 2008, Lehman Brothers Holdings Inc. announced that
it intends to file a petition under Chapter 11 of the U.S.
Bankruptcy Code.  Also, on 15 September, Moody's Investors
Service downgraded the senior ratings of LBHI, and those of
certain guaranteed subsidiaries, to B3 under Review for further
downgrade from A2.

As a result of Lehman's bankruptcy and rating downgrade, Moody's
has placed these RMBS and ABS ratings on review for possible
downgrade:

Issuer: Access Group, Inc. Private Student Loan Asset-Backed
Notes, Series 2005-B

  -- Cl. A-1 notes, current rating Aaa, on review possible
     downgrade

  -- Cl. A-2 notes, current rating Aaa, on review possible
     downgrade

Issuer: AmeriCredit Automobile Receivables Trust 2005-B-M

  -- Cl. A-3, currently A2, on review for possible downgrade

  -- Financial Guarantor: MBIA Insurance Corporation (A2, on
     review for possible downgrade)

  -- Underlying Rating: Placed on Review for Possible Downgrade,
     currently A3

  -- Cl. A-4, currently A2, on review for possible downgrade

  -- Financial Guarantor: MBIA Insurance Corporation (A2, on
     review for possible downgrade)

  -- Underlying Rating: Placed on Review for Possible Downgrade,
     currently A3

Issuer: AmeriCredit Automobile Receivables Trust 2007-B-F

  -- Cl. A-2, currently Aaa, on review for possible downgrade

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

  -- Underlying Rating: Placed on Review for Possible Downgrade,
     currently Baa2

  -- Cl. A-3a, currently Aaa, on review for possible downgrade

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

  -- Underlying Rating: Placed on Review for Possible Downgrade,
     currently Baa2

  -- Cl. A-3b, currently Aaa, on review for possible downgrade

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

  -- Underlying Rating: Placed on Review for Possible Downgrade,
     currently Baa2

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

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

  -- Underlying Rating: Placed on Review for Possible Downgrade,
     currently Baa2

Issuer: AmeriCredit Automobile Receivables Trust 2007-D-F

  -- Cl. A-2a, currently Aaa, on review for possible downgrade

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

  -- Underlying Rating: Placed on Review for Possible Downgrade,
     currently Baa2

  -- Cl. A-2b, currently Aaa, on review for possible downgrade

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

  -- Underlying Rating: Placed on Review for Possible Downgrade,
     currently Baa2

  -- Cl. A-3a, currently Aaa, on review for possible downgrade

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

  -- Underlying Rating: Placed on Review for Possible Downgrade,
     currently Baa2

  -- Cl. A-3b, currently Aaa, on review for possible downgrade

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

  -- Underlying Rating: Placed on Review for Possible Downgrade,
     currently Baa2

  -- Cl. A-4a, currently Aaa, on review for possible downgrade

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

  -- Underlying Rating: Placed on Review for Possible Downgrade,
     currently Baa2

  -- Cl. A-4b, currently Aaa, on review for possible downgrade

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

  -- Underlying Rating: Placed on Review for Possible Downgrade,
     currently Baa2

Issuer: CWALT, Inc. Mortgage Pass-Through Certificates, Series
2006-OC10

  -- Cl. 1-A, Placed on Review for Possible Downgrade, currently
     Ba1

  -- Cl. 2-A-1, Placed on Review for Possible Downgrade, currently
     Aa2

  -- Cl. 2-A-2A, Placed on Review for Possible Downgrade,
     currently A1

  -- Cl. 2-A-3, Placed on Review for Possible Downgrade, currently
     Ba2

  -- Cl. 2-A-2B, Placed on Review for Possible Downgrade,
     currently Ba3

Issuer: CWALT, Inc. Mortgage Pass-Through Certificates, Series
2006-OC3

  -- Cl. A-R, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 1-A-1, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 1-A-2, Placed on Review for Possible Downgrade, currently
     Baa1

  -- Cl. 2-A-1, Placed on Review for Possible Downgrade, currently
     Aa1

  -- Cl. 2-A-2, Placed on Review for Possible Downgrade, currently
     A2

  -- Cl. 2-A-3, Placed on Review for Possible Downgrade, currently
     Baa1

  -- Cl. M-1, Placed on Review for Possible Downgrade, currently
     B3

Issuer: CWALT, Inc. Mortgage Pass-Through Certificates, Series
2006-OC6

  -- Cl. A-R, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 1-A, Placed on Review for Possible Downgrade, currently
     Ba1

  -- Cl. 2-A-1, Placed on Review for Possible Downgrade, currently
     Aa3

  -- Cl. 2-A-2A, Placed on Review for Possible Downgrade,
     currently Aa1

  -- Cl. 2-A-2B, Placed on Review for Possible Downgrade,
     currently Ba3

  -- Cl. 2-A-3, Placed on Review for Possible Downgrade, currently
     Ba2

Issuer: CWALT, Inc. Mortgage Pass-Through Certificates, Series
2006-OC7

  -- Cl. 1-A, Placed on Review for Possible Downgrade, currently
     Baa3

  -- Cl. 2-A-1, Placed on Review for Possible Downgrade, currently
     Aa2

  -- Cl. 2-A-2A, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 2-A-2B, Placed on Review for Possible Downgrade,
     currently Ba2

  -- Cl. 2-A-3, Placed on Review for Possible Downgrade, currently
     Ba1

Issuer: CWALT, Inc. Mortgage Pass-Through Certificates, Series
2006-OC8

  -- Cl. 1-A-1, Placed on Review for Possible Downgrade, currently
     Baa2

  -- Cl. 1-A-2, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 1-A-3, Placed on Review for Possible Downgrade, currently
     Baa3

  -- Cl. 2-A-1A, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 2-A-1B, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 2-A-1C, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 2-A-1D, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 2-A-1E, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 2-A-2A, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 2-A-2B, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 2-A-2C, Placed on Review for Possible Downgrade,
     currently Ba2

  -- Cl. 2-A-3, Placed on Review for Possible Downgrade, currently
     Ba1

Issuer: CWALT, Inc. Mortgage Pass-Through Certificates, Series
2007-OH2

  -- Cl. A-R, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-1-A, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-1-B, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-2-A, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-2-B, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-3, Placed on Review for Possible Downgrade, currently
     Baa2

  -- Cl. M-1, Placed on Review for Possible Downgrade, currently
     Ba1

  -- Cl. M-2, Placed on Review for Possible Downgrade, currently
     Ba2

  -- Cl. M-3, Placed on Review for Possible Downgrade, currently
     Ba3

  -- Cl. M-4, Placed on Review for Possible Downgrade, currently
     B1

Issuer: CWALT, Inc. Mortgage Pass-Through Certificates, Series
2007-OH3

  -- Cl. A-R, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-1-A, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-1-B, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-2, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-3, Placed on Review for Possible Downgrade, currently
     Baa3

  -- Cl. M-1, Placed on Review for Possible Downgrade, currently
     Ba3

  -- Cl. M-2, Placed on Review for Possible Downgrade, currently
     B1

Issuer: GreenPoint Mortgage Funding Trust 2006-AR5

  -- Cl. 1-A1A, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 1-A1B, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 1-A2A1, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 1-A2A2, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 1-A2A2U, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 1-A2B, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 1-A3A1, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 1-A3A2, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 1-A3A2U, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 1-A3B, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 1-A4, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 2-A, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. M1, Placed on Review for Possible Downgrade, currently A1

  -- Cl. M2, Placed on Review for Possible Downgrade, currently
     Baa3

  -- Cl. M3, Placed on Review for Possible Downgrade, currently B2

Issuer: GreenPoint Mortgage Funding Trust 2006-AR6

  -- Cl. 1-A1A, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 1-A1AU, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 1-A2A1, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 1-A2A2, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 1-A2A2U, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 1-A2B, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 1-A2BU, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 1-A3A, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 1-A3B, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 1-A3BU, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 1-A4, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 2-A1, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 2-A2, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. M1, Placed on Review for Possible Downgrade, currently A1

  -- Cl. M2, Placed on Review for Possible Downgrade, currently
     Baa3

  -- Cl. M3, Placed on Review for Possible Downgrade, currently
     Ba3

Issuer: GreenPoint Mortgage Funding Trust 2006-AR7

  -- Cl. 1-A1A, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 1-A1B, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 1-A2A1, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 1-A2A2, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 1-A3A1, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 1-A3A2, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 1-A3B, Placed on Review for Possible Downgrade, currently
     Aaa

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

  -- Underlying Rating: Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 2-A1, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 2-A2, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. M1, Placed on Review for Possible Downgrade, currently A1

  -- Cl. M2, Placed on Review for Possible Downgrade, currently
     Baa3

  -- Cl. M3, Placed on Review for Possible Downgrade, currently
     Ba3

Issuer: GreenPoint Mortgage Funding Trust 2006-AR8

  -- Cl. 1-A1A, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 1-A1B, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 1-A2A, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 1-A3A, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 1-A3B, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 2-A, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. M1, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. M2, Placed on Review for Possible Downgrade, currently
     Baa1

  -- Cl. M3, Placed on Review for Possible Downgrade, currently
     Ba3

  -- Cl. M4, Placed on Review for Possible Downgrade, currently B1


Issuer: Greenpoint Mortgage Funding Trust 2007-AR1

  -- Cl. 1-A1A, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 1-A1B, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 1-A2A, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 1-A3, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 2-A1A, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 2-A1B, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 3-A1, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 3-A2, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 3-A3, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 3-A4, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. M1-I, Placed on Review for Possible Downgrade, currently
     Aa1

  -- Cl. M2-I, Placed on Review for Possible Downgrade, currently
     A3

  -- Cl. M3-I, Placed on Review for Possible Downgrade, currently
     Ba2

  -- Cl. M4-I, Placed on Review for Possible Downgrade, currently
     Ba3

  -- Cl. M1-II, Placed on Review for Possible Downgrade, currently
     Aa1

  -- Cl. M2-II, Placed on Review for Possible Downgrade, currently
     A2

  -- Cl. M3-II, Placed on Review for Possible Downgrade, currently
     Baa1

  -- Cl. M4-II, Placed on Review for Possible Downgrade, currently
     Baa3

  -- Cl. M5-II, Placed on Review for Possible Downgrade, currently
     Ba2

Issuer: Impac Secured Assets Corp. Mortgage Pass-Through
Certificates, Series 2007-3

  -- Cl. A1-A, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A1-B, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A1-C, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. AM, currently Aa3

  -- Financial Guarantor: Ambac Assurance Corporation (Aa3,
     negative outlook)

  -- Underlying Rating: Placed on Review for Possible Downgrade,
     currently Ba2

Issuer: IndyMac INDX Mortgage Loan Trust 2006-AR14

  -- Cl. 1-A1A, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 1-A1B, Placed on Review for Possible Downgrade, currently
     Ba1

  -- Cl. 1-A2A, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 1-A3A, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 1-A3B, Placed on Review for Possible Downgrade, currently
     Ba1

  -- Cl. 1-A4A, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 1-AX, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 1-A1AU, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 1-A2AU, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 1-A3AU, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 1-A3BU, Placed on Review for Possible Downgrade,
     currently Ba1

  -- Cl. 1-A4AU, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 2-A, Placed on Review for Possible Downgrade, currently
     Baa3

  -- Cl. 2-AX, Placed on Review for Possible Downgrade, currently
     Baa3

  -- Cl. M-1, Placed on Review for Possible Downgrade, currently
     B1

Issuer: IndyMac INDX Mortgage Loan Trust 2006-AR8

  -- Cl. A2-A1, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A2-A3, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A2-B, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A3-A, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A4-A, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A3-B, Placed on Review for Possible Downgrade, currently
     A1

  -- Cl. A4-B, Placed on Review for Possible Downgrade, currently
     A1

  -- Cl. M-1, Placed on Review for Possible Downgrade, currently
     Ba2

Issuer: Lehman Mortgage Trust 2005-2

  -- Cl. AP, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 1-A1, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 1-A2, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 1-A3, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 1-A4, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 2-A1, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 2-A2, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 2-A3, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 2-A4, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 2-A5, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 2-A6, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 3-A1, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 3-A2, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 3-A3, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 3-A4, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 3-A5, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 3-A6, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 3-A7, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 4-A1, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 4-A2, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 5-A1, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 5-A2, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 5-A3, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 5-A4, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 5-A5, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. R, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. AX, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. PAX, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. B1(1-3), Placed on Review for Possible Downgrade,
     currently A2

  -- Cl. B2(1-3), Placed on Review for Possible Downgrade,
     currently A3

  -- Cl. B3(1-3), Placed on Review for Possible Downgrade,
     currently Ba1

  -- Cl. B4(1-3), Placed on Review for Possible Downgrade,
     currently Ba3

Issuer: Lehman Mortgage Trust 2005-3

  -- Cl. R, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. AX, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. PAX, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 1-A1, Placed on Review for Possible Downgrade, currently
     Aa1

  -- Cl. 1-A2, Placed on Review for Possible Downgrade, currently
     Aa1

  -- Cl. 1-A6, Placed on Review for Possible Downgrade, currently
     Aa1

  -- Cl. 1-A7, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 1-A8, Placed on Review for Possible Downgrade, currently
     Aa1

  -- Cl. 1-A9, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 4-A1, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 4-A2, Placed on Review for Possible Downgrade, currently
     Aa2

  -- Cl. 1-A3, Placed on Review for Possible Downgrade, currently
     Aa1

  -- Cl. 1-A4, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 1-A5, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 2-A1, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 2-A2, Placed on Review for Possible Downgrade, currently
     Aa2

  -- Cl. 2-A3, Placed on Review for Possible Downgrade, currently
     Aa1

  -- Cl. 2-A4, Placed on Review for Possible Downgrade, currently
     Aa1

  -- Cl. 2-A5, Placed on Review for Possible Downgrade, currently
     Aa1

  -- Financial Guarantor: MBIA Insurance Corporation (A2, negative
     outlook)

  -- Underlying Rating: Placed on Review for Possible Downgrade,
     currently Aa1

  -- Cl. 2-A6, Placed on Review for Possible Downgrade, currently
     Aa1

  -- Cl. 2-A7, Placed on Review for Possible Downgrade, currently
     Aa1

  -- Cl. 2-A8, Placed on Review for Possible Downgrade, currently
     Aa1

  -- Cl. 2-A9, Placed on Review for Possible Downgrade, currently
     Aa1

  -- Cl. 3-A1, Placed on Review for Possible Downgrade, currently
     Aa1

  -- Cl. 1-A10, Placed on Review for Possible Downgrade, currently
     Aa1

  -- Cl. 1-A11, Placed on Review for Possible Downgrade, currently
     Aa2

  -- Cl. 1-A12, Placed on Review for Possible Downgrade, currently
     Aa2

  -- Cl. AP, Placed on Review for Possible Downgrade, currently
     Aa1

  -- Cl. B1, Placed on Review for Possible Downgrade, currently
     Baa1

  -- Cl. B2, Placed on Review for Possible Downgrade, currently
     Baa3

  -- Cl. B3, Placed on Review for Possible Downgrade, currently B1

  -- Cl. B4, Placed on Review for Possible Downgrade, currently B2

Issuer: Lehman Mortgage Trust 2006-1

  -- Cl. 1-A1, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 1-A2, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 1-A3, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 1-A4, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 1-A5, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 1-A6, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 2-A1, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 2-A2, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 3-A1, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 3-A2, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 3-A3, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 3-A4, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 3-A5, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 3-A6, Placed on Review for Possible Downgrade, currently
     Aa1

  -- Cl. 4-A1, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 4-A2, Placed on Review for Possible Downgrade, currently
     Aa1

  -- Cl. R, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. AP, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. AX, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. PAX, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. B1, Placed on Review for Possible Downgrade, currently
     Aa2

  -- Cl. B2, Placed on Review for Possible Downgrade, currently
     Baa1

  -- Cl. B3, Placed on Review for Possible Downgrade, currently B1

Issuer: Lehman Mortgage Trust 2006-3

  -- Cl. 1-A1, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 1-A2, Placed on Review for Possible Downgrade, currently
     Aa2

  -- Cl. 1-A3, Placed on Review for Possible Downgrade, currently
     Aa2

  -- Cl. 1-A4, Placed on Review for Possible Downgrade, currently
     Aa2

  -- Cl. 1-A5, Placed on Review for Possible Downgrade, currently
     Aa2

  -- Cl. 1-A6, Placed on Review for Possible Downgrade, currently
     Aa2


  -- Cl. 1-A7, Placed on Review for Possible Downgrade, currently
     Aa2

  -- Cl. 1-A8, Placed on Review for Possible Downgrade, currently
     Aa2

  -- Cl. 1-A9, Placed on Review for Possible Downgrade, currently
     Aa2

  -- Cl. 1-A10, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 1-A11, Placed on Review for Possible Downgrade, currently
     Aa2

  -- Cl. 1-A12, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 1-A13, Placed on Review for Possible Downgrade, currently
     Aa3

  -- Cl. 2-A1, Placed on Review for Possible Downgrade, currently
     A1

  -- Cl. 2-A2, Placed on Review for Possible Downgrade, currently
     A1

  -- Cl. 3-A1, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 3-A2, Placed on Review for Possible Downgrade, currently
     Aa3

  -- Cl. 3-A3, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. R, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. AX, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. M, Placed on Review for Possible Downgrade, currently Ba3

Issuer: Lehman Mortgage Trust 2006-7

  -- Cl. 1-A1, Placed on Review for Possible Downgrade, currently
     Aa3

  -- Cl. 1-A2, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 1-A3, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 1-A4, Placed on Review for Possible Downgrade, currently
     Aa3

  -- Cl. 1-A5, Placed on Review for Possible Downgrade, currently
     Aa3

  -- Cl. 1-A6, Placed on Review for Possible Downgrade, currently
     Aa3

  -- Cl. 1-A7, Placed on Review for Possible Downgrade, currently
     Aa3

  -- Cl. 1-A8, Placed on Review for Possible Downgrade, currently
     Aa3

  -- Cl. 1-A9, Placed on Review for Possible Downgrade, currently
     Aa3

  -- Cl. 1-A10, Placed on Review for Possible Downgrade, currently
     Aa3

  -- Cl. AP, Placed on Review for Possible Downgrade, currently
     Aa3

  -- Cl. AX, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. R, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 2-A1, Placed on Review for Possible Downgrade, currently
     Aa3

  -- Cl. 2-A2, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 2-A3, Placed on Review for Possible Downgrade, currently
     A1

  -- Cl. 2-A4, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 2-A5, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 2-A6, Placed on Review for Possible Downgrade, currently
     Aa3

  -- Cl. 2-A7, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 2-A8, Placed on Review for Possible Downgrade, currently
     A1

  -- Cl. 2-A9, Placed on Review for Possible Downgrade, currently
     Aa3

  -- Cl. 2-A10, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 2-A11, Placed on Review for Possible Downgrade, currently
     A1

  -- Cl. 3-A1, Placed on Review for Possible Downgrade, currently
     Aa3

  -- Cl. 3-A2, Placed on Review for Possible Downgrade, currently
     Aa3

  -- Cl. 3-A3, Placed on Review for Possible Downgrade, currently
     Aa3

  -- Cl. 3-A4, Placed on Review for Possible Downgrade, currently
     Aa3

  -- Cl. 3-A5, Placed on Review for Possible Downgrade, currently
     Aa3

  -- Cl. 3-A6, Placed on Review for Possible Downgrade, currently
     Aa3

  -- Cl. 3-A7, Placed on Review for Possible Downgrade, currently
     Aa3

  -- Cl. 4-A1, Placed on Review for Possible Downgrade, currently
     Aa3

  -- Cl. 4-A2, Placed on Review for Possible Downgrade, currently
     Aa3

  -- Cl. 5-A2, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 5-A3, Placed on Review for Possible Downgrade, currently
     A1

  -- Cl. 5-A4, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 5-A5, Placed on Review for Possible Downgrade, currently
     A1

  -- Cl. 5-A6, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 5-A7, Placed on Review for Possible Downgrade, currently
     A1

  -- Cl. M, Placed on Review for Possible Downgrade, currently Ba3

Issuer: Lehman Mortgage Trust 2007-5

  -- Cl. 1-A1, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 1-A2, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 1-A3, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 1-A4, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 1-A5, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 1-A6, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 1-A7, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 1-A8, Placed on Review for Possible Downgrade, currently
     Aa1

  -- Cl. 1-A9, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 1-A10, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 1-A11, Placed on Review for Possible Downgrade, currently
     Aa1

  -- Cl. 1-A12, Placed on Review for Possible Downgrade, currently
     Aa1

  -- Cl. AX1, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. AX2, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. AP2, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. PO1, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 1M, Placed on Review for Possible Downgrade, currently
     Aa3

  -- Cl. 2-A1, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 2-A2, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 2-A3, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 2-A4, Placed on Review for Possible Downgrade, currently
     Aa1

  -- Cl. 2B1, Placed on Review for Possible Downgrade, currently
     Aa3

  -- Cl. 2B2, Placed on Review for Possible Downgrade, currently
     Ba1

  -- Cl. 3-A1, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 3-A2, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 3-A3, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 3-A4, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 3-A5, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 3-A6, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 3-A7, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 3-A8, Placed on Review for Possible Downgrade, currently
     Aa1

  -- Cl. 3-A9, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 3-A10, Placed on Review for Possible Downgrade, currently
     Aa1

  -- Cl. 4-A1, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 4-A2, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 4-A3, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 4-A4, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 4-A5, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 4-A6, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 5-A1, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 5-A2, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 5-A3, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 6-A1, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 7-A1, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 7-A2, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 7-A3, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 7-A4, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 7-A5, Placed on Review for Possible Downgrade, currently
     Aa1

  -- Cl. 8-A1, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 8-A2, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 8-A3, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 8-A4, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 8-A5, Placed on Review for Possible Downgrade, currently
     Aa1

Issuer: Lehman XS Trust 2006-17

  -- Cl. 1-A1, Placed on Review for Possible Downgrade, currently
     A2

  -- Cl. 1-A2, Placed on Review for Possible Downgrade, currently
     Baa1

  -- Cl. 1-A3, Placed on Review for Possible Downgrade, currently
     Baa1

  -- Cl. 1-A4A, Placed on Review for Possible Downgrade, currently
     Aa2

  -- Cl. 1-A4B, Placed on Review for Possible Downgrade, currently
     Baa1

  -- Cl. 1-AIO, Placed on Review for Possible Downgrade, currently
     Aa2

  -- Cl. WF-1-1, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. WF-1-2, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. WF-2, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. WF-3-1, Placed on Review for Possible Downgrade,
     currently Aa2

  -- Financial Guarantor: MBIA Insurance Corporation (A2, negative
     outlook)

  -- Underlying Rating: Placed on Review for Possible Downgrade,
     currently Aa2

  -- Cl. WF-3-2, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. WF-3-3, Placed on Review for Possible Downgrade,
     currently Aa3

  -- Cl. WF-4-1, Placed on Review for Possible Downgrade,
     currently Aa2

  -- Financial Guarantor: MBIA Insurance Corporation (A2, negative
     outlook)

  -- Underlying Rating: Placed on Review for Possible Downgrade,
     currently Aa2

  -- Cl. WF-4-2, Placed on Review for Possible Downgrade,
     currently Aa2

  -- Cl. WF-5, Placed on Review for Possible Downgrade, currently
     Aa3

  -- Cl. WF-6-1, Placed on Review for Possible Downgrade,
     currently Aa3

  -- Financial Guarantor: MBIA Insurance Corporation (A2, negative
     outlook)

  -- Underlying Rating: Placed on Review for Possible Downgrade,
     currently Aa3

  -- Cl. WF-6-2, Placed on Review for Possible Downgrade,
     currently Aa3

  -- Cl. WF-M1, Placed on Review for Possible Downgrade, currently
     Baa3

Issuer: Lehman XS Trust 2006-19

  -- Cl. A1, Placed on Review for Possible Downgrade, currently
     Aa1

  -- Cl. A2, Placed on Review for Possible Downgrade, currently
     Baa1

  -- Cl. A3, Placed on Review for Possible Downgrade, currently
     Baa1

  -- Cl. A4, Placed on Review for Possible Downgrade, currently A3

Issuer: Lehman XS Trust Series 2005-1

  -- Cl. 1-A2, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 1-A3, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 1-A4, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 2-A1, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 2-A2, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 3-A1, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 3-A2A, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 3-A2B, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 3-A3A, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 3-A3B, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 3-A4, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 3-AIO, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 3-M1, Placed on Review for Possible Downgrade, currently
     Aa2

  -- Cl. 3-M2, Placed on Review for Possible Downgrade, currently
     A2

  -- Cl. 3-M3, Placed on Review for Possible Downgrade, currently
     Baa3

  -- Cl. M1, Placed on Review for Possible Downgrade, currently A1

  -- Cl. M2, Placed on Review for Possible Downgrade, currently
     Ba1

Issuer: Lehman XS Trust Series 2005-10

  -- Cl. 1-A1, Placed on Review for Possible Downgrade, currently
     Ba1

  -- Cl. 1-A3, Placed on Review for Possible Downgrade, currently
     Aa2

  -- Cl. 1-A4, Placed on Review for Possible Downgrade, currently
     A1

  -- Cl. 1-A5, currently Ba2

  -- Financial Guarantor: CIFG (Ba2)

  -- Underlying Rating: Placed on Review for Possible Downgrade,
currently Ba2

  -- Cl. 2-A1, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 2-A2, Placed on Review for Possible Downgrade, currently
     Aa2

  -- Cl. 2-A3A, Placed on Review for Possible Downgrade, currently
     Aa2

  -- Cl. 2-A3B, Placed on Review for Possible Downgrade, currently
     Aa2

  -- Cl. 2-A4A, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 2-A4B, Placed on Review for Possible Downgrade, currently
     A1

  -- Cl. 2-A5A, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 2-A5B, Placed on Review for Possible Downgrade, currently
     A1

  -- Cl. 2-M1, Placed on Review for Possible Downgrade, currently
     Baa1

  -- Cl. 2-M2, Placed on Review for Possible Downgrade, currently
     Baa3

  -- Cl. 2-M3, Placed on Review for Possible Downgrade, currently
     B3

Issuer: Lehman XS Trust Series 2005-6

  -- Cl. 1-A1, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 1-A3, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 1-A4, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 1-A5, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 1-AX, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 2-A1, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 2-A2, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 3-A1, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 3-A2A, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 3-A2B, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 3-A2C, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 3-A3A, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 3-A3B, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 3-A4A, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 3-A4B, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 3-M1, Placed on Review for Possible Downgrade, currently
     A1

  -- Cl. 3-M2, Placed on Review for Possible Downgrade, currently
     Ba2

  -- Cl. M1, Placed on Review for Possible Downgrade, currently
     Baa3

Issuer: Lehman XS Trust Series 2005-9N

  -- Cl. 1-A1, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 1-A2, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 1-A3, currently Aa3

  -- Financial Guarantor: Ambac Assurance Corporation (Aa3,
     negative outlook)

  -- Underlying Rating: Placed on Review for Possible Downgrade,
     currently Aa3

  -- Cl. 2-A1, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 2-A2, currently Aa3

  -- Financial Guarantor: Ambac Assurance Corporation (Aa3,
     negative outlook)

  -- Underlying Rating: Placed on Review for Possible Downgrade,
     currently Aa3

  -- Cl. M1, Placed on Review for Possible Downgrade, currently A3

  -- Cl. M2, Placed on Review for Possible Downgrade, currently
     Ba1

  -- Cl. M3, Placed on Review for Possible Downgrade, currently B1

Issuer: Lehman XS Trust Series 2006-12N

  -- Cl. 1-A1A1, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 1-A1A2, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 1-A2A1, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 1-A2A2, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 1-A3A1B, Placed on Review for Possible Downgrade,
     currently A2

  -- Cl. 1-A3A2B, Placed on Review for Possible Downgrade,
     currently A2

  -- Cl. 1-A3A1A, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 1-A3A2A, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 1-A1B, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 1-A2B, Placed on Review for Possible Downgrade, currently
     Aa3

  -- Cl. 1-A4A, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 1-A4B, Placed on Review for Possible Downgrade, currently
     A2

  -- Cl. 2-A1A, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 2-A1B, Placed on Review for Possible Downgrade, currently
     A2

  -- Cl. M1, Placed on Review for Possible Downgrade, currently
     Ba2

Issuer: Lehman XS Trust Series 2006-13

  -- Cl. 1-A1, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 1-A2, Placed on Review for Possible Downgrade, currently
     Aa2

  -- Cl. 1-A3, Placed on Review for Possible Downgrade, currently
     Aa3

  -- Cl. 1-A4, Placed on Review for Possible Downgrade, currently
     Aa2

  -- Cl. 1-A5, Placed on Review for Possible Downgrade, currently
     B2

  -- Cl. 2-A1, Placed on Review for Possible Downgrade, currently
     Ba2

Issuer: Lehman XS Trust Series 2006-15

  -- Cl. A1, Placed on Review for Possible Downgrade, currently
     Aa1

  -- Cl. A2, Placed on Review for Possible Downgrade, currently
     Aa2

  -- Cl. A3, Placed on Review for Possible Downgrade, currently
     Aa2

  -- Cl. A4, Placed on Review for Possible Downgrade, currently
     Aa1

  -- Cl. A5, Placed on Review for Possible Downgrade, currently B2

Issuer: Lehman XS Trust Series 2006-16N

  -- Cl. 1-A1A, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 1-A1B, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 1-A2A, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 1-A2AU, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 1-A2B, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 1-A31, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 1-A32A1, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 1-A32A2, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 1-A31U, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 1-A32A1U, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 1-A32B, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 1-A4A, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 1-A4B, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 1-A4C, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 2-A, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. M1, Placed on Review for Possible Downgrade, currently A3

  -- Cl. M2, Placed on Review for Possible Downgrade, currently B1

Issuer: Lehman XS Trust Series 2006-18N

  -- Cl. A1A, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A1B, Placed on Review for Possible Downgrade, currently
     A2

  -- Cl. AX, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A2A, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A3, Placed on Review for Possible Downgrade, currently A1

  -- Cl. A4, Placed on Review for Possible Downgrade, currently A1

  -- Cl. A5A, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. M1, Placed on Review for Possible Downgrade, currently A3

  -- Cl. M2, Placed on Review for Possible Downgrade, currently B1

Issuer: Lehman XS Trust Series 2006-8

  -- Cl. 1-A1A, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 1-A1B, Placed on Review for Possible Downgrade, currently
     A1

  -- Cl. 2-A1, Placed on Review for Possible Downgrade, currently
     Aa3

  -- Cl. 2-A3, Placed on Review for Possible Downgrade, currently
     Aa3

  -- Cl. 2-A4A, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 2-A4B, Placed on Review for Possible Downgrade, currently
     A1

  -- Cl. 3-A1A, Placed on Review for Possible Downgrade, currently
     Aa1

  -- Cl. 3-A1B, Placed on Review for Possible Downgrade, currently
     Aa1

  -- Cl. 3-A2, Placed on Review for Possible Downgrade, currently
     Aa2

  -- Cl. 3-A3, Placed on Review for Possible Downgrade, currently
     Aa3

  -- Cl. 3-A4, Placed on Review for Possible Downgrade, currently
     Aa3

  -- Cl. 3-A5, Placed on Review for Possible Downgrade, currently
     A1

  -- Cl. M1, Placed on Review for Possible Downgrade, currently
     Baa2

  -- Cl. M2, Placed on Review for Possible Downgrade, currently
     Ba3

Issuer: Lehman XS Trust Series 2007-2N

  -- Cl. 1-A1A, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 1-A1B, Placed on Review for Possible Downgrade, currently
     A1

  -- Cl. 1-AX, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 2-A, Placed on Review for Possible Downgrade, currently
     Aa3

  -- Cl. 2-AX, Placed on Review for Possible Downgrade, currently
     Aa3

  -- Cl. 3-A1, Placed on Review for Possible Downgrade, currently
     Aa2

  -- Cl. 3-A2, Placed on Review for Possible Downgrade, currently
     Aa3

  -- Cl. 3-A3, Placed on Review for Possible Downgrade, currently
     Aa3

  -- Cl. 3-AX, Placed on Review for Possible Downgrade, currently
     Aa3

  -- Cl. M1, Placed on Review for Possible Downgrade, currently
     Baa1

  -- Cl. M2, Placed on Review for Possible Downgrade, currently
     Ba3

  -- Cl. M3, Placed on Review for Possible Downgrade, currently B1

Issuer: Lehman XS Trust Series 2007-4N

  -- Cl. 1-A1, Placed on Review for Possible Downgrade, currently
     Aa3

  -- Cl. 1-A2A, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 1-A2B, Placed on Review for Possible Downgrade, currently
     A1

  -- Cl. 1-A3, Placed on Review for Possible Downgrade, currently
     Aa3

  -- Cl. 1-AX, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 1-AP, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 2-A, Placed on Review for Possible Downgrade, currently
     Aa3

  -- Cl. 2-AX, Placed on Review for Possible Downgrade, currently
     Aa3

  -- Cl. 2-AP, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 3-A1A, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 3-A2A, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 3-A2B, Placed on Review for Possible Downgrade, currently
     A1

  -- Cl. 3-AC, Placed on Review for Possible Downgrade, currently
     A1

  -- Cl. 3-AX, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 3-AP, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. M1, Placed on Review for Possible Downgrade, currently A3

  -- Cl. M2, Placed on Review for Possible Downgrade, currently
     Ba2

  -- Cl. M3, Placed on Review for Possible Downgrade, currently B1

Issuer: RALI Series 2006-QO8 Trust

  -- Cl. I-A1A, Placed on Review for Possible Downgrade, currently
     A2

  -- Cl. I-A1AU, Placed on Review for Possible Downgrade,
currently A2

  -- Cl. I-A1B, Placed on Review for Possible Downgrade, currently
     Ba3

  -- Cl. I-A2A, Placed on Review for Possible Downgrade, currently
     A3

  -- Cl. I-A2AU, Placed on Review for Possible Downgrade,
currently A3

  -- Cl. I-A3A, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. I-A3B, Placed on Review for Possible Downgrade, currently
     Ba3

  -- Cl. I-A4A, Placed on Review for Possible Downgrade, currently
     A3

  -- Cl. I-A4B, Placed on Review for Possible Downgrade, currently
     Ba3

  -- Cl. I-A5A, Placed on Review for Possible Downgrade, currently
     A3

  -- Cl. I-A5AU, Placed on Review for Possible Downgrade,
     currently A3

  -- Cl. I-AX, Placed on Review for Possible Downgrade, currently
     A2

  -- Cl. II-A, Placed on Review for Possible Downgrade, currently
     Ba1

  -- Cl. II-AX, Placed on Review for Possible Downgrade, currently
     Ba1

Issuer: RALI Series 2006-QO9 Trust

  -- Cl. AXP, Placed on Review for Possible Downgrade, currently
     Aa3

  -- Cl. I-A1A, Placed on Review for Possible Downgrade, currently
     Aa3

  -- Cl. I-A1B, Placed on Review for Possible Downgrade, currently
     Ba2

  -- Cl. I-A1BU, Placed on Review for Possible Downgrade,
     currently Ba2

  -- Cl. I-A2A, Placed on Review for Possible Downgrade, currently
     A1

  -- Cl. I-A2AU, Placed on Review for Possible Downgrade,
     currently A1

  -- Cl. I-A3A, Placed on Review for Possible Downgrade, currently
     A1

  -- Cl. I-A3AU, Placed on Review for Possible Downgrade,
     currently A1

  -- Cl. I-A3B, Placed on Review for Possible Downgrade, currently
     Ba2

  -- Cl. I-A3BU, Placed on Review for Possible Downgrade,
     currently Ba2

  -- Cl. I-A4A, Placed on Review for Possible Downgrade, currently
     A1

  -- Cl. I-A4AU, Placed on Review for Possible Downgrade,
     currently A1

  -- Cl. II-A, Placed on Review for Possible Downgrade, currently
     Ba1

Issuer: Residential Asset Securitization Trust 2006-A15

  -- Cl. A-10, Placed on Review for Possible Downgrade, currently
     Aaa

Issuer: Structured Adjustable Rate Mortgage Loan Trust 2004-1

  -- Cl. R, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 1-A, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 2-A, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 2-AX, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 3-A1, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 3-A2, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 3-A3, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 3-AX, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 4-A1, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 4-A2, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 4-A3, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 4-A4, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 4-AX, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 4-PAX, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 5-A, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 5-AX, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 6-A, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 6-AX, Placed on Review for Possible Downgrade, currently
     Aaa

Issuer: Structured Adjustable Rate Mortgage Loan Trust 2004-10

  -- Cl. 1-A1, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 1-A2, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 2A, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 3-A1, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 3-A2, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 4-A, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 4-AX, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. R, Placed on Review for Possible Downgrade, currently
     Aaa

Issuer: Structured Adjustable Rate Mortgage Loan Trust 2004-12

  -- Cl. 1-A1, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 1-A2, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 2-A, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 3-A1, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 3-A2, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 3-AX, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 4-A, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 5-A, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 6-A, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 7-A1, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 7-A2, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 7-A3, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 7-AX, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 8-A, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 9-A, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. R, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. B1, Placed on Review for Possible Downgrade, currently
     Aa2

  -- Cl. B1-X, Placed on Review for Possible Downgrade, currently
     Aa2

  -- Cl. B3, Placed on Review for Possible Downgrade, currently A2

  -- Cl. B3-X, Placed on Review for Possible Downgrade, currently
     A2

  -- Cl. B5, Placed on Review for Possible Downgrade, currently
     Baa2

Issuer: Structured Adjustable Rate Mortgage Loan Trust 2004-14

  -- Cl. 1-A, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 2-A, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 3-A1, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 3-AX, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 3-PAX, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 4-A, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 5-A1, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 5-AX, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 5-PAX, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 6-A, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 7-A, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. R, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. B1, Placed on Review for Possible Downgrade, currently
     Aa2

  -- Cl. B1-X, Placed on Review for Possible Downgrade, currently
     Aa2

  -- Cl. B3, Placed on Review for Possible Downgrade, currently A2

  -- Cl. B3-X, Placed on Review for Possible Downgrade, currently
     A2

  -- Cl. B5, Placed on Review for Possible Downgrade, currently
     Baa2

Issuer: Structured Adjustable Rate Mortgage Loan Trust 2004-18

  -- Cl. 1-A1, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 1-A2, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 2-A, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 3-A1, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 4-A1, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 4-AX, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 4-PAX, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 5-A, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 5-AX, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. R, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. M, Placed on Review for Possible Downgrade, currently Aa1

  -- Cl. MX, Placed on Review for Possible Downgrade, currently
     Aa1

  -- Cl. B1, Placed on Review for Possible Downgrade, currently
     Aa2

  -- Cl. B1X, Placed on Review for Possible Downgrade, currently
     Aa2

  -- Cl. B3, Placed on Review for Possible Downgrade, currently A2

  -- Cl. B3X, Placed on Review for Possible Downgrade, currently
     A2

  -- Cl. B5, Placed on Review for Possible Downgrade, currently
     Baa2

  -- Cl. B5X, Placed on Review for Possible Downgrade, currently
     Baa2

  -- Cl. B6, Placed on Review for Possible Downgrade, currently
     Baa3

  -- Cl. B6X, Placed on Review for Possible Downgrade, currently
     Baa3

Issuer: Structured Adjustable Rate Mortgage Loan Trust 2004-2

  -- Cl. 1-A1, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 1-A2, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 1-AX, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 2-A, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 3-A, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 3-AX, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 4-A1, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 4-A2, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 4-A3, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 4-AX, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 4-PAX, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 5-A, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 5-AX, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. R, Placed on Review for Possible Downgrade, currently
     Aaa

Issuer: Structured Adjustable Rate Mortgage Loan Trust 2004-20

  -- Cl. 1-A1, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 1-A2, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 2-A1, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 3-A1, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 3-A2, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 4-A, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 5-A, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. R, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. B1, Placed on Review for Possible Downgrade, currently
     Aa1

  -- Cl. B1X, Placed on Review for Possible Downgrade, currently
     Aa1

  -- Cl. B2, Placed on Review for Possible Downgrade, currently
     Aa2

  -- Cl. B-2X, Placed on Review for Possible Downgrade, currently
     Aa2

  -- Cl. B3, Placed on Review for Possible Downgrade, currently
     Aa3

  -- Cl. B3X, Placed on Review for Possible Downgrade, currently
     Aa3

  -- Cl. B5, Placed on Review for Possible Downgrade, currently A2

  -- Cl. B5X, Placed on Review for Possible Downgrade, currently
     A2

  -- Cl. B7, Placed on Review for Possible Downgrade, currently
     Baa2

  -- Cl. B7X, Placed on Review for Possible Downgrade, currently
     Baa2

  -- Cl. B8, Placed on Review for Possible Downgrade, currently
     Baa3

  -- Cl. B8X, Placed on Review for Possible Downgrade, currently
     Baa3

Issuer: Structured Adjustable Rate Mortgage Loan Trust 2004-6

  -- Cl. 1-A, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 2-A, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 3-A1, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 3-A2, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 4-A-1, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 5-A1, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 5-A2, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 5-A3, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 5-A4, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 5-A5, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 6-A, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. R, Placed on Review for Possible Downgrade, currently
     Aaa

Issuer: Structured Adjustable Rate Mortgage Loan Trust 2004-9XS

  -- Cl. A, Placed on Review for Possible Downgrade, currently
     Aaa

Issuer: Structured Adjustable Rate Mortgage Loan Trust 2005-1

  -- Cl. 1-A1, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 2-A, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 3-A, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 3-AX, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 4-A1, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 5-A1, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 6-A, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. R, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. B1, Placed on Review for Possible Downgrade, currently
     Aa1

  -- Cl. B1X, Placed on Review for Possible Downgrade, currently
     Aa1

  -- Cl. B2, Placed on Review for Possible Downgrade, currently
     Aa2

  -- Cl. B2X, Placed on Review for Possible Downgrade, currently
     Aa2

  -- Cl. B3, Placed on Review for Possible Downgrade, currently
     Aa3

  -- Cl. B3X, Placed on Review for Possible Downgrade, currently
     Aa3

  -- Cl. B5, Placed on Review for Possible Downgrade, currently A3

  -- Cl. B5X, Placed on Review for Possible Downgrade, currently
     A3

  -- Cl. B7, Placed on Review for Possible Downgrade, currently
     Baa2

  -- Cl. B7X, Placed on Review for Possible Downgrade, currently
     Baa2

Issuer: Structured Adjustable Rate Mortgage Loan Trust 2007-2

  -- Cl. 1-A1, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 1-A2, Placed on Review for Possible Downgrade, currently
     Baa1

  -- Cl. 1-A3, Placed on Review for Possible Downgrade, currently
     B3

Issuer: Structured Adjustable Rate Mortgage Loan Trust 2007-4

  -- Cl. 1-A1, Placed on Review for Possible Downgrade, currently
     Aa2

  -- Cl. 1-A2, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 1-A3, Placed on Review for Possible Downgrade, currently
     Aa2

  -- Cl. 1-A4, Placed on Review for Possible Downgrade, currently
     Ba2

  -- Cl. 1-AP, Placed on Review for Possible Downgrade, currently
     Aaa

Issuer: Structured Adjustable Rate Mortgage Loan Trust, Mortgage
Pass-Through Certificates, Series 2006-11

  -- Cl. 1-A1, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 1-A2, Placed on Review for Possible Downgrade, currently
     Baa3

Issuer: Structured Adjustable Rate Mortgage Loan Trust, Series
2008-1

  -- Cl. A1, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A1X, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A2, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A21, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A22, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. AP, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. R, Placed on Review for Possible Downgrade, currently
     Aaa

Issuer: Structured Asset Securities Corp Trust 2003-37A

  -- Cl. 1-A, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 2-A, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 3-A5, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 3-A6, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 3-A7, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 3-A8, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 3-AX, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 3-PAX, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 4-A, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 4-AX, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 5-A, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 5-AX, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 5-PAX, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 6-A, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 7-A, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 8-A1, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 8-A2, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. R, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. B1-I, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. B1-I-X, Placed on Review for Possible Downgrade,
currently Aa2

Issuer: Structured Asset Securities Corp Trust 2004-23XS

  -- Cl. 1-A2A, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 1-A2B, Placed on Review for Possible Downgrade, currently
     Aa1

  -- Cl. 1-A3A, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 1-A3B, Placed on Review for Possible Downgrade, currently
     Aa1

  -- Cl. 1-A3C, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 1-A3D, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 1-A4, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 2-A1, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 2-A2, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 2-A3, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 2-AIO, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. M2, Placed on Review for Possible Downgrade, currently A2

  -- Cl. M1, Placed on Review for Possible Downgrade, currently
     Aa2

  -- Cl. M3, Placed on Review for Possible Downgrade, currently
     Baa2

Issuer: Structured Asset Securities Corp Trust 2005-9XS

  -- Cl. 1-A1A, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 1-A1B, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 1-A2A, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 1-A2B, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 1-A2C, Placed on Review for Possible Downgrade, currently
     Aa1

  -- Cl. 1-A3A, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Financial Guarantor: Ambac Assurance Corporation (Aa3)

  -- Underlying Rating: Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 1-A3B, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 1-A3C, Placed on Review for Possible Downgrade, currently
     Aa1

  -- Cl. 1-A3D, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 1-A4, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 2-A1, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 2-A2, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 2-A3, Placed on Review for Possible Downgrade, currently
     Aa1

  -- Cl. 2-A4, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. M1, Placed on Review for Possible Downgrade, currently A1

  -- Cl. M2, Placed on Review for Possible Downgrade, currently
     Baa2

  -- Cl. M3, Placed on Review for Possible Downgrade, currently
     Ba3

  -- Cl. M4, Placed on Review for Possible Downgrade, currently B2

Issuer: Structured Asset Securities Corp Trust 2007-4

  -- Cl. 1-A1, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 1-A2-A, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 1-A2-B1, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 1-A2-B2, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 1-A3, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 1-A4, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 3-A1, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 3-A2, Placed on Review for Possible Downgrade, currently
     Aaa

Issuer: Structured Asset Securities Corporation 2005-GEL1

  -- Cl. A, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. M1, Placed on Review for Possible Downgrade, currently
     Aa2

  -- Cl. M2, Placed on Review for Possible Downgrade, currently A2

  -- Cl. M3, Placed on Review for Possible Downgrade, currently
     Baa2

  -- Cl. M4, Placed on Review for Possible Downgrade, currently
     Baa3

Issuer: Wells Fargo Mortgage Backed Securities 2008-AR2 Trust

  -- Cl. A-1, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-2, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-IO, Placed on Review for Possible Downgrade, currently
     Aaa

Issuer: Access Group, Inc. Private Student Loan Asset-Backed
Floating Rate Notes, Series 2007-A

  -- 2007-A-A-1, Placed on Review for Possible Downgrade,
     currently Aaa

  -- 2007-A-A-2, Placed on Review for Possible Downgrade,
     currently Aaa

  -- 2007-A-A-3, Placed on Review for Possible Downgrade,
     currently Aaa

  -- 2007-A-B, Placed on Review for Possible Downgrade, currently
     A3

Issuer: Access Group, Inc., Private Student Loan Asset-Backed
Floating Rate Notes, Series 2005-A

  -- 2005-A-A-1, Placed on Review for Possible Downgrade,
     currently Aaa

  -- 2005-A-A-2, Placed on Review for Possible Downgrade,
     currently Aaa

  -- 2005-A-A-3, Placed on Review for Possible Downgrade,
     currently Aaa

  -- 2005-A-B-1, Placed on Review for Possible Downgrade,
     currently A3

Issuer: Aircraft Finance Trust. Series 1999-1

  -- Class A-1, Placed on Review for Possible Downgrade, currently
     B1

Class A-2, Placed on Review for Possible Downgrade, currently Baa1

Issuer: Astrea LLC

  -- Cl. A-1, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-2, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. B-1, Placed on Review for Possible Downgrade, currently
     Aa2

  -- Cl. B-2, Placed on Review for Possible Downgrade, currently
     Aa2

Issuer: LBSBC Net Interest Margin Notes, Series 2006-1

  -- Cl. N1, Placed on Review for Possible Downgrade, currently
     Baa2

  -- Cl. N2, Placed on Review for Possible Downgrade, currently
     Ba2

  -- Cl. N3, Placed on Review for Possible Downgrade, currently B2

Issuer: LBSBC Net Interest Margin Notes, Series 2007-2

  -- Cl. N1, Placed on Review for Possible Downgrade, currently
     Baa2

  -- Cl. N2, Placed on Review for Possible Downgrade, currently
     Ba2

  -- Cl. N3, Placed on Review for Possible Downgrade, currently B2

Issuer: LBSBC Net Interest Margin Securities, Series 2005-1

  -- Class N3, Placed on Review for Possible Downgrade, currently
     B2

Issuer: LBSBC Net Interest Margin Securities, Series 2005-2

  -- Cl. N1, Placed on Review for Possible Downgrade, currently
     Baa3

  -- Cl. N2, Placed on Review for Possible Downgrade, currently
     Ba3

  -- Cl. N3, Placed on Review for Possible Downgrade, currently B2

Issuer: LBSBC Net Interest Margin Securities, Series 2006-2

  -- Cl. N1, Placed on Review for Possible Downgrade, currently
     Baa2

  -- Cl. N2, Placed on Review for Possible Downgrade, currently
     Ba2

  -- Cl. N3, Placed on Review for Possible Downgrade, currently B2

Issuer: LBSBC Net Interest Margin Securities, Series 2006-3

  -- Cl. N1, Placed on Review for Possible Downgrade, currently
     Baa2

  -- Cl. N2, Placed on Review for Possible Downgrade, currently
     Ba2

  -- Cl. N3, Placed on Review for Possible Downgrade, currently B2

Issuer: Lehman Brothers Small Balance Commercial Mortgage Pass
Through Certificates, Series 2005-2

  -- Cl. 1-A, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 2-A, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-IO, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. M1, Placed on Review for Possible Downgrade, currently
     Aa2

  -- Cl. M2, Placed on Review for Possible Downgrade, currently A1

  -- Cl. M3, Placed on Review for Possible Downgrade, currently A3

  -- Cl. B, Placed on Review for Possible Downgrade, currently
     Baa2

Issuer: Lehman Brothers Small Balance Commercial Mortgage Pass-
Through Certficates, Series 2006-3

  -- Cl. 1A, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 2A1, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 2A2, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 2A3, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. M1, Placed on Review for Possible Downgrade, currently
     Aa2

  -- Cl. M2, Placed on Review for Possible Downgrade, currently A1

  -- Cl. M3, Placed on Review for Possible Downgrade, currently A3

  -- Cl. B, Placed on Review for Possible Downgrade, currently
     Baa2

Issuer: Lehman Brothers Small Balance Commercial Mortgage Pass-
Through Certificates, Series 2005-1

  -- Cl. A, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-IO, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. M1, Placed on Review for Possible Downgrade, currently
     Aa2

  -- Cl. M2, Placed on Review for Possible Downgrade, currently A2

  -- Cl. B, Placed on Review for Possible Downgrade, currently
     Baa1

Issuer: Lehman Brothers Small Balance Commercial Mortgage Pass-
Through Certificates, Series 2006-1

  -- Cl. 1A, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 2A, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 3A1, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 3A2, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 3A3, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. M1, Placed on Review for Possible Downgrade, currently
     Aa2

  -- Cl. M2, Placed on Review for Possible Downgrade, currently A1

  -- Cl. M3, Placed on Review for Possible Downgrade, currently A3

  -- Cl. B, Placed on Review for Possible Downgrade, currently
     Baa2

Issuer: Lehman Brothers Small Balance Commercial Mortgage Pass-
Through Certificates, Series 2006-2

  -- Cl. 1A, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 2A1, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 2A2, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 2A3, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. M1, Placed on Review for Possible Downgrade, currently
     Aa2

  -- Cl. M2, Placed on Review for Possible Downgrade, currently A1

  -- Cl. M3, Placed on Review for Possible Downgrade, currently A3

  -- Cl. B, Placed on Review for Possible Downgrade, currently
     Baa2

Issuer: Lehman Brothers Small Balance Commercial Mortgage Pass-
Through Certificates, Series 2007-1

  -- Cl. 1A, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 2A1, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 2A2, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 2A3, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. M1, Placed on Review for Possible Downgrade, currently
     Aa2

  -- Cl. M2, Placed on Review for Possible Downgrade, currently A1

  -- Cl. M3, Placed on Review for Possible Downgrade, currently A3

  -- Cl. M4, Placed on Review for Possible Downgrade, currently
     Baa2

  -- Cl. B, Placed on Review for Possible Downgrade, currently
     Baa3

Issuer: Lehman Brothers Small Balance Commercial Mortgage Pass-
Through Certificates, Series 2007-2

  -- Cl. 1A1, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 1A2, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 1A3, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 1A4, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 2A1, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 2A2, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 2A3, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. M1, Placed on Review for Possible Downgrade, currently
     Aa2

  -- Cl. M2, Placed on Review for Possible Downgrade, currently A1

  -- Cl. M3, Placed on Review for Possible Downgrade, currently A3

  -- Cl. M4, Placed on Review for Possible Downgrade, currently
     Baa2

  -- Cl. M5, Placed on Review for Possible Downgrade, currently
     Baa3

  -- Cl. B, Placed on Review for Possible Downgrade, currently Ba1

Issuer: Lehman Brothers Small Balance Commercial Mortgage Pass-
Through Certificates, Series 2007-3

  -- Cl. 1A1, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 1A2, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 1A3, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 1A4, Placed on Review for Possible Downgrade, currently

     Aaa

  -- Cl. AJ, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. AM, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 2A1, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 2A2, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 2A3, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. M1, Placed on Review for Possible Downgrade, currently
     Aa2

  -- Cl. M2, Placed on Review for Possible Downgrade, currently A1

  -- Cl. M3, Placed on Review for Possible Downgrade, currently A3

  -- Cl. M4, Placed on Review for Possible Downgrade, currently
     Baa2

  -- Cl. M5, Placed on Review for Possible Downgrade, currently
     Baa3

  -- Cl. B, Placed on Review for Possible Downgrade, currently Ba1

Issuer: SLM Student Loan Trust 2004-1

  -- Cl. A-1, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-2, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-3, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-4, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-5, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-6, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. B, Placed on Review for Possible Downgrade, currently Aa1

Issuer: SWIFT Master Auto Receivables Trust, Series 2007-1

  -- Cl. A, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. B, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. C, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. D, Placed on Review for Possible Downgrade, currently
     Aaa

Issuer: BNC Mortgage Loan Trust 2007-1

  -- Cl. A1, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A2, Placed on Review for Possible Downgrade, currently

     Aaa

  -- Cl. A3, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A4, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A5, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. M1, Placed on Review for Possible Downgrade, currently
     Aa3

  -- Cl. M2, Placed on Review for Possible Downgrade, currently B1

Issuer: CWABS Asset-Backed Certificates Trust 2004-14

  -- Cl. A-3, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-4, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-5, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-R, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. M-1, Placed on Review for Possible Downgrade, currently
     Aa1

  -- Cl. M-2, Placed on Review for Possible Downgrade, currently
     Aa2

  -- Cl. M-3, Placed on Review for Possible Downgrade, currently
     Aa3

Issuer: CWABS Asset-Backed Certificates Trust 2005-15

  -- Cl. 1-AF-1, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 1-AF-2, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 1-AF-3, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 1-AF-4, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 1-AF-5, Placed on Review for Possible Downgrade,
     currently Aaa

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

  -- Underlying Rating: Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 1-AF-6, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 2-AV-2, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 2-AV-3, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. A-R, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. M-1, Placed on Review for Possible Downgrade, currently
     Aa1

  -- Cl. M-2, Placed on Review for Possible Downgrade, currently
     Aa2

  -- Cl. M-3, Placed on Review for Possible Downgrade, currently A
     a3

  -- Cl. M-4, Placed on Review for Possible Downgrade, currently
     A1

  -- Cl. M-5, Placed on Review for Possible Downgrade, currently
     A2

  -- Cl. M-6, Placed on Review for Possible Downgrade, currently
     A3

  -- Cl. M-7, Placed on Review for Possible Downgrade, currently
     Baa1

  -- Cl. M-8, Placed on Review for Possible Downgrade, currently
     Ba1

Issuer: CWABS Asset-Backed Certificates Trust 2005-AB5

  -- Cl. 1-A-1, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 1-A-1M, Placed on Review for Possible Downgrade,
     currently Aa3

  -- Cl. 2-A-2, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 2-A-3, Placed on Review for Possible Downgrade, currently
     Aa1

  -- Cl. 2-A-2M, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 2-A-3M, Placed on Review for Possible Downgrade,
     currently Aa3

  -- Cl. A-R, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. M-1, Placed on Review for Possible Downgrade, currently
     Baa1

  -- Cl. M-2, Placed on Review for Possible Downgrade, currently
     B1

Issuer: CWABS Asset-Backed Certificates Trust 2005-BC5

  -- Cl. 1-A, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 2-A-1, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 2-A2, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Financial Guarantor: Syncora Guarantee (B2, on review for
     possible upgrade)

  -- Underlying Rating: Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 3-A-2, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 3-A-3, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-R, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. M-1, Placed on Review for Possible Downgrade, currently
     Aa1

  -- Cl. M-2, Placed on Review for Possible Downgrade, currently
     Aa2

  -- Cl. M-3, Placed on Review for Possible Downgrade, currently
     Aa3

  -- Cl. M-4, Placed on Review for Possible Downgrade, currently
     A1

  -- Cl. M-5, Placed on Review for Possible Downgrade, currently
     A2

  -- Cl. M-6, Placed on Review for Possible Downgrade, currently
     A3

  -- Cl. M-7, Placed on Review for Possible Downgrade, currently
     Baa3

Issuer: CWABS Asset-Backed Certificates Trust 2006-13

  -- Cl. 2-AV, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 3-AV-1, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 3-AV-2, Placed on Review for Possible Downgrade,

     currently Aaa

  -- Cl. 3-AV-3, Placed on Review for Possible Downgrade,

     currently Aaa

  -- Cl. MV-1, Placed on Review for Possible Downgrade, currently
     Aa1

  -- Cl. MV-2, Placed on Review for Possible Downgrade, currently
     Baa1

  -- Cl. MV-3, Placed on Review for Possible Downgrade, currently
     Ba2

Issuer: CWABS Asset-Backed Certificates Trust 2006-14

  -- Cl. 1-A, Placed on Review for Possible Downgrade, currently
     Aa2

  -- Cl. 2-A-1, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 2-A-2, Placed on Review for Possible Downgrade, currently
     Aa1

  -- Cl. 2-A-3, Placed on Review for Possible Downgrade, currently
     Aa3

  -- Cl. A-R, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. M-1, Placed on Review for Possible Downgrade, currently
     Baa3

Issuer: CWABS Asset-Backed Certificates Trust 2006-16

  -- Cl. 1-A, Placed on Review for Possible Downgrade, currently
     Aa3

  -- Cl. 2-A-1, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 2-A-2, Placed on Review for Possible Downgrade, currently
     Aa2

  -- Cl. 2-A-3, Placed on Review for Possible Downgrade, currently
     A1

  -- Cl. M-1, Placed on Review for Possible Downgrade, currently
     Baa3

Issuer: CWABS Asset-Backed Certificates Trust 2006-19

  -- Cl. 1-A, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 2-A-1, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 2-A-2, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 2-A-3, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. M-1, Placed on Review for Possible Downgrade, currently
     A3

Issuer: CWABS Asset-Backed Certificates Trust 2006-22

  -- Cl. 1-A, Placed on Review for Possible Downgrade, currently
     Aa1

  -- Cl. 2-A-1, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 2-A-2, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 2-A-3, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 2-A-4, Placed on Review for Possible Downgrade, currently
     Aa2

  -- Cl. A-R, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. M-1, Placed on Review for Possible Downgrade, currently
     Baa3

Issuer: CWABS Asset-Backed Certificates Trust 2006-4

  -- Cl. 1-A-1, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 1-A-1M, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 2-A-2, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 2-A-3, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-R, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. M-1, Placed on Review for Possible Downgrade, currently
     Aa1

  -- Cl. M-2, Placed on Review for Possible Downgrade, currently
     Aa2

  -- Cl. M-3, Placed on Review for Possible Downgrade, currently
     Aa3

  -- Cl. M-4, Placed on Review for Possible Downgrade, currently
     A2

  -- Cl. M-5, Placed on Review for Possible Downgrade, currently
     Ba1

Issuer: CWABS Asset-Backed Certificates Trust 2006-BC2

  -- Cl. 1-A, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 2-A-2, Placed on Review for Possible Downgrade, currently

     Aaa

  -- Cl. 2-A-3, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 2-A-4, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-R, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. M-1, Placed on Review for Possible Downgrade, currently
     Aa1

  -- Cl. M-2, Placed on Review for Possible Downgrade, currently
     Aa2

  -- Cl. M-3, Placed on Review for Possible Downgrade, currently
     Aa3

  -- Cl. M-4, Placed on Review for Possible Downgrade, currently
     A2

  -- Cl. M-5, Placed on Review for Possible Downgrade, currently
     Baa3

Issuer: CWABS Asset-Backed Certificates Trust 2007-12

  -- Cl. 1-A-1, Placed on Review for Possible Downgrade, currently
     Aaa

Issuer: CWABS Asset-Backed Certificates Trust 2007-6

  -- Cl. 1-A, Placed on Review for Possible Downgrade, currently
     Aa3

  -- Cl. 2-A-1, Placed on Review for Possible Downgrade, currently
     Aa2

  -- Cl. 2-A-2, Placed on Review for Possible Downgrade, currently
     A1

  -- Cl. 2-A-3, Placed on Review for Possible Downgrade, currently
     A3

  -- Cl. 2-A-4, Placed on Review for Possible Downgrade, currently
     Baa1

  -- Cl. A-R, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. M-1, Placed on Review for Possible Downgrade, currently
     B1

Issuer: CWABS Asset-Backed Certificates Trust 2007-BC2

  -- Cl. 1-A, Placed on Review for Possible Downgrade, currently
     A2

  -- Cl. A-R, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 2-A-1, Placed on Review for Possible Downgrade, currently
     Aa1

  -- Cl. 2-A-2, Placed on Review for Possible Downgrade, currently
     Aa2

  -- Cl. 2-A-3, Placed on Review for Possible Downgrade, currently
     Baa1

  -- Cl. 2-A-4, Placed on Review for Possible Downgrade, currently
     Baa2

  -- Cl. M-1, Placed on Review for Possible Downgrade, currently
     B1

Issuer: Encore Credit Corp. Series 2003-1

  -- Cl. M1, Placed on Review for Possible Downgrade, currently
     Aa2

  -- Cl. M2, Placed on Review for Possible Downgrade, currently A2

Issuer: Fremont Home Loan Trust 2006-E

  -- Cl. 1-A1, Placed on Review for Possible Downgrade, currently
     Aa1

  -- Cl. 2-A1, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 2-A2, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 2-A3, Placed on Review for Possible Downgrade, currently
     Aa1

  -- Cl. 2-A4, Placed on Review for Possible Downgrade, currently
     Aa3

  -- Cl. M1, Placed on Review for Possible Downgrade, currently
     Baa3

Issuer: Nomura Home Equity Loan, Inc., Home Equity Loan Trust,
Series 2007-3

  -- Cl. I-A-1, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. II-A-1, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. II-A-2, Placed on Review for Possible Downgrade,
     currently Aa2

  -- Cl. II-A-3, Placed on Review for Possible Downgrade,
     currently Aa3

  -- Cl. II-A-4, Placed on Review for Possible Downgrade,
     currently A2

  -- Cl. M-1, Placed on Review for Possible Downgrade, currently
     Ba2

Issuer: Option One Mortgage Loan Trust 2007-1

  -- Cl. I-A-1, Placed on Review for Possible Downgrade, currently
     Aa2

  -- Cl. I-A-2, Placed on Review for Possible Downgrade, currently
     Aa2

  -- Cl. II-A-1, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. II-A-2, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. II-A-3, Placed on Review for Possible Downgrade,
     currently Aa2

  -- Cl. II-A-4, Placed on Review for Possible Downgrade,
     currently A1

  -- Cl. M-1, Placed on Review for Possible Downgrade, currently
     Ba2

Issuer: Option One Mortgage Loan Trust 2007-3

  -- Cl. I-A-1, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. II-A-1, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. II-A-2, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. II-A-3, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. II-A-4, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. M-1, Placed on Review for Possible Downgrade, currently
     A3

Issuer: Option One Mortgage Loan Trust 2007-4

  -- Cl. I-A-1, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. II-A-1, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. II-A-2, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. II-A-3, Placed on Review for Possible Downgrade,
     currently  Aaa

  -- Cl. II-A-4, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. M-1, Placed on Review for Possible Downgrade, currently
     A3

  -- Cl. M-2, Placed on Review for Possible Downgrade, currently
     B1

Issuer: Option One Mortgage Loan Trust 2007-5

  -- Cl. I-A-1, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. II-A-1, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. II-A-2, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. II-A-3, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. II-A-4, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. M-1, Placed on Review for Possible Downgrade, currently
     A1

Issuer: Structured Asset Investment Loan Trust 2005-1

  -- Cl. A2, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A4, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A5, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A7, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. M4, Placed on Review for Possible Downgrade, currently
     Baa2

  -- Cl. M5, Placed on Review for Possible Downgrade, currently
     Ba1

  -- Cl. M6, Placed on Review for Possible Downgrade, currently B1

  -- Cl. M7, Placed on Review for Possible Downgrade, currently B3

Issuer: Structured Asset Investment Loan Trust 2005-2

  -- Cl. A1, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A4, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A5, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A6, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. M1, Placed on Review for Possible Downgrade, currently
     Aa1

  -- Cl. M4, Placed on Review for Possible Downgrade, currently
     Baa2

  -- Cl. M5, Placed on Review for Possible Downgrade, currently
     Baa3

  -- Cl. M6, Placed on Review for Possible Downgrade, currently
     Ba1

  -- Cl. M7, Placed on Review for Possible Downgrade, currently B1

  -- Cl. M8, Placed on Review for Possible Downgrade, currently B3

Issuer: Structured Asset Securities Corp Trust 2005-NC1

  -- Cl. A5, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A8, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A9, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A10, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A11, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. M1, Placed on Review for Possible Downgrade, currently
     Aa1

  -- Cl. M2, Placed on Review for Possible Downgrade, currently
     Aa2

  -- Cl. M3, Placed on Review for Possible Downgrade, currently
     Aa3

  -- Cl. M5, Placed on Review for Possible Downgrade, currently A3

  -- Cl. M6, Placed on Review for Possible Downgrade, currently
     Baa1

  -- Cl. M7, Placed on Review for Possible Downgrade, currently
     Baa2

  -- Cl. M8, Placed on Review for Possible Downgrade, currently
     Baa3

  -- Cl. M9, Placed on Review for Possible Downgrade, currently
     Ba2

Issuer: Structured Asset Securities Corp Trust 2007-BC2

  -- Cl. A1, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A2, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A3, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A4, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A5, Placed on Review for Possible Downgrade, currently
     Aa2

  -- Cl. M1, Placed on Review for Possible Downgrade, currently
     Baa3

Issuer: Structured Asset Securities Corp Trust 2007-OSI

  -- Cl. A-1, Placed on Review for Possible Downgrade, currently
     Aa2

  -- Cl. A-2, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-3, Placed on Review for Possible Downgrade, currently
     Aa1

  -- Cl. A-4, Placed on Review for Possible Downgrade, currently
     Aa3

  -- Cl. A-5, Placed on Review for Possible Downgrade, currently
     A2

  -- Cl. M-1, Placed on Review for Possible Downgrade, currently
     Ba3

Issuer: Structured Asset Securities Corp. 2005-RF2

  -- Cl. A, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-IO, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. R, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. B1, Placed on Review for Possible Downgrade, currently
     Aa2

  -- Cl. B2, Placed on Review for Possible Downgrade, currently A2

  -- Cl. B3, Placed on Review for Possible Downgrade, currently
     Baa2

  -- Cl. B4, Placed on Review for Possible Downgrade, currently
     Ba2

  -- Cl. B5, Placed on Review for Possible Downgrade, currently B2

Issuer: Structured Asset Securities Corp. 2005-RF5

  -- Cl. 1-A, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 1-AIO, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 1-X, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 2-A, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. R, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. B1, Placed on Review for Possible Downgrade, currently
     Aa2

  -- Cl. B2, Placed on Review for Possible Downgrade, currently A2

  -- Cl. B3, Placed on Review for Possible Downgrade, currently
     Baa2

  -- Cl. B4, Placed on Review for Possible Downgrade, currently
     Ba2

  -- Cl. B5, Placed on Review for Possible Downgrade, currently B2

Issuer: Structured Asset Securities Corp. Trust 2007-EQ1

  -- Cl. A-1, Placed on Review for Possible Downgrade, currently
     Aa1

  -- Cl. A-2, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-3, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-4, Placed on Review for Possible Downgrade, currently
     Aa1

  -- Cl. A-5, Placed on Review for Possible Downgrade, currently
     Aa3

  -- Cl. M-1, Placed on Review for Possible Downgrade, currently
     Baa3

Issuer: Structured Asset Securities Corporation Trust 2008-1

  -- Cl. 1-A-1, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 1-A-2, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 1-A-3, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 1-A-4, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 1-A-5, Placed on Review for Possible Downgrade, currently
     Aaa

The underlying ratings reflect the intrinsic credit quality of the
notes in the absence of the guarantee.  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 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.

Moody's review will focus on the degree of exposure that each of
these transactions has to LBHI or its subsidiaries.

In the foregoing actions, Moody's has placed RMBS and ABS on
review for possible downgrade as a result of exposure to Lehman
counterparty risk, regardless of whether specific hedges are in-
the-money or out-of-the-money from the perspective of the rated
tranches.  Moody's will assess whether termination of the deals'
hedge agreements with Lehman will have an adverse impact on the
related securities.  Moody's notes that there is a strong
possibility that certain ratings affected by the actions will be
confirmed, as certain hedges are currently out-of-the-money from
the perspective of the rated securities, and have relatively short
durations.


ACCO BRANDS: Moody's Confirms 'B1' CFR; Outlook Negative
--------------------------------------------------------
Moody's Investor's Service changed ACCO Brands Corporation's
including its B1 corporate family and probability of default
ratings given the increase in financial flexibility achieved by
the company's most recent credit agreement amendment (No. 5).
Moody's outlook is negative to reflect Moody's concern that should
the recession persist through 2009 ACCO's flexibility could once
again diminish.  In addition, Moody's upgraded ACCO's speculative
grade liquidity rating to SGL-3 from SGL-4.  These rating actions
conclude Moody's review for possible downgrade initiated on
December 4, 2008.

Ratings confirmed:

  -- Corporate Family rating at B1;

  -- Probability of Default rating at B1

  -- Senior secured credit facilities at Ba2; (LGD2, 26%)

  -- Senior subordinated notes at B3; (LGD5, 86%)

The rating outlook is negative.

Ratings upgraded:

  -- Speculative grade liquidity rating to SGL-3 from SGL-4.

ACCO's B1 rating is principally driven by the company's leverage
which has increased noticeably as the economy deteriorates.  The
rating also reflects Moody's concerns regarding the negative
secular trend regarding office employment and competition from
private label.   in operating costs (raw material, freight, and
distribution) which have damaged ACCO's profitability may reverse
somewhat over time but to date remain a concern.  ACCO's rating
also includes business specific risks such as increasing customer
consolidation, the company's ability to effectively pass along
price increases, and the potential for slower realization of cost
savings from restructuring initiatives.

Mitigating these factors is ACCO's solid market position within
various product categories, a relatively diverse customer base,
and the longer-term potential cash flow and benefits associated
with the company's restructuring program.  The rating is also
supported by ACCO's willingness to allocate excess cash flow to
debt reduction.

ACCO Brands Corporation is a leading supplier of branded office
products, which are marketed in over 100 countries to retailers,
wholesalers, and commercial end-users.  The company reported net
sales of approximately $1.83 billion for the trailing twelve
months ended September 2008.


AGRIPROCESSORES INC: 12 Parties Want to Buy Co., Trustee Says
-------------------------------------------------------------
The Associated Press reports that Joe Sarachek, the court-
appointed trustee overseeing Agriprocessors Inc.'s bankruptcy
case, said that at least a dozen parties are considering buying
whole or a part of the company.

According to The AP, Sarachek said in a progress report, "Although
no formal marketing efforts have been undertaken at this juncture,
I have been approached by no fewer than 12 parties that have
expressed an interest (in) undertaking due diligence in connection
with a potential proposal to acquire all or a portion of debtor's
assets."

Agriprocessores has rehired 200 people in its Postville, Iowa
plant and 11 workers at its New York headquarters, The AP relates,
citing Mr. Sarachek.  Production at the Postville plant was halted
mid-November.  According to The AP in a separate report, the
Postville plant was the site of an Immigration raid in May in
which nearly 400 workers were arrested.

                        About Agriprocessors

Headquartered in Postville, Iowa, Agriprocessors Inc. --
http://www.agriprocessor.com/-- operates a kosher meat and
poultry packing processors located at 220 North West Street.  The
company maintains an executive office with 50 employees at 5600
First Avenue in Brooklyn, New York.

The company filed for Chapter 11 protection on Nov. 4, 2008
(Bankr. E. D. N.Y. Case No. 08-47472).  Kevin J. Nash, Esq., at
Finkel Goldstein Rosenbloom & Nash represents the company in its
restructuring effort.  The company listed assets of $100 million
to $500 million and debts of $50 million to $100 million.


ALERIS INTERNATIONAL: Bank Loan Sells at Substantial Discount
-------------------------------------------------------------
Participations in a syndicated loan under which Aleris
International is a borrower traded in the secondary market at
40.80 cents-on-the-dollar during the week ended December 19, 2008,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents a drop of 5.00
percentage points from the previous week, the Journal relates.
The syndicated loan matures on December 15, 2013, and Aleris
International pays 237.5 basis points over LIBOR to borrow under
the facility.  The bank loan carries Moody's Caa1 rating and
Standard & Poor's B rating.

Headquartered in Beachwood, Ohio, Aleris International Inc. is a
leading global producer of aluminum rolled and extruded products
and participates in the aluminum recycling and alloy products
markets.

                           *     *     *

As reported by the Troubled Company Reporter on November 21, 2008,
Moody's Investors Service downgraded Aleris International Inc.'s
corporate family rating and its probability of default rating to
Caa1 from B2.  At the same time, Moody's downgraded the ratings on
the senior secured term loans at Aleris and Aleris Deutschland
Holding GMBH (due 2013) to Caa1 from B2, the rating on Aleris's 9%
senior unsecured notes due 2014 to Caa2 from B3 and the rating on
its 10% senior subordinated notes due 2016 to Caa3 from Caa1.  The
rating outlook is stable.

Moody's said the downgrade reflects the company's weakened
financial position and considers the difficult operating
environment facing the company in light of extremely weak end-
market conditions in its major markets (automotive and building
and construction represent roughly 45% of revenues).

The TCR also related on November 14 that Standard & Poor's Ratings
Services lowered its corporate credit rating on Aleris to 'B' from
'B+'.  S&P also lowered the issue-level ratings on the company's
debt by one notch.  S&P placed the ratings on CreditWatch with
negative implications.  "The downgrade reflects weaker-than-
expected third-quarter financial results as a result of lower
volumes and EBITDA," said Standard & Poor's credit analyst Maurice
Austin, "due to challenging operating conditions reflecting weak
end-market demand."


AMACORE GROUP: Errors Prompts Restatement Financial Statements
--------------------------------------------------------------
The board of directors of The Amacore Group, Inc., after
discussions with the company's independent registered public
accounting firm, McGladrey & Pullen, LLP and its former
independent registered public accounting firm Brimmer, Burek &
Keelan LLP, found it is necessary to restate the company's
consolidated financial statements for the quarterly periods ended
March 31, 2008, and June 30, 2008, due to the errors.

Accordingly, the company said its consolidated interim financial
statements filed for those periods must no longer be relied upon
and the company's press releases and similar communications must
no longer be relied upon to the extent that they relate to the
financial statements.

In connection with the company's preparation of its Quarterly
Report on Form 10-Q for the period ended Sept. 30, 2008, the
company discovered these errors:

   -- Certain warrant agreements contain "Change in control"
      redemption rights that provide for a cash payment at the
      warrant holder's election equal to the fair value of the
      unexercised portion of the warrant.  These warrants were
      incorrectly recorded as equity and should have been recorded
      as a liability and marked-to-market at each reporting period
      end with the change in fair value being recorded in the
      Statement of Operations as an additional item:

   -- The incorrect treatment of allowance for sales refunds and
      chargebacks was understated which caused an overstatement of
      revenue in the first and second quarter of 2008.

   -- The incorrect treatment of capitalization of commissions
      paid on sales leads that never generated a sale and do not
      have any future economic benefit.  This caused an
      overstatement of the "Prepaid Expense" amount on the Balance
      Sheet well as an understatement of "Sales and Marketing" and
      "Net Loss" amounts within the Statement of Operations.

   -- The "Sales Commission" and "Cost of Sales" amounts within
      the Statement of Operations were overstated and understated,
      as a result of amortizing the incorrectly capitalized
      aforementioned commissions paid.

A full-text copy of the company's disclosure, including unaudited
financial information and preliminary information reviewed by
management to date, is available for free at:

               http://ResearchArchives.com/t/s?369c

The information provided with respect to the identified errors
represents estimates only.  These estimates remain subject to the
company's completion of its internal review of its financial
results and the preparation of an amendment to the company's
Quarterly Report on Form 10-QSB for the fiscal quarter ended
March 31, 2008, and an amendment to its Quarterly Report on Form
10-Q for the fiscal quarter ended June 30, 2008, well as
completion of its Quarterly Report on Form 10-Q for the fiscal
quarter ended Sept. 30, 2008.

As soon as reasonably practicable, the company intends to provide
all restated financial information, including explanatory
information, in an amendment to its Quarterly Report on
Form 10-QSB for the fiscal quarter ended March 31, 2008, and in an
amendment to its Quarterly Report on Form 10-Q for the fiscal
quarter ended June 30, 2008.

                    About Amacore Group Inc.

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 its ability to continue as a going concern.  The
company has sustained operating losses in recent years.  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.


AMDL INC: Board Names Douglas MacLellan as CEO, Executive Chairman
------------------------------------------------------------------
AMDL Inc. disclosed in a regulatory filing with the Securities and
Exchange Commission that its president, chief executive officer
and director, Gary L. Dreher, has retired on Oct. 31, 2008.
Mr. Dreher has been a member of the company's leadership team and
a director for many years.  The company extends its best wishes to
Mr. Dreher on his retirement.

In connection with Mr. Dreher's retirement, the company entered
into a Severance Agreement with him, which provides that his
compensation as an executive ceased as of the effective date of
his retirement.  In lieu of the compensation and other terms and
benefits provided by his current Employment Agreement, upon his
retirement, Mr. Dreher and the company agreed to enter into
certain mutual general releases and related covenants, and to
tender to him certain payments.  Further, Mr. Dreher will consult
for the company on an as-requested, mutually agreed basis (not to
exceed four hours per month).  The company agreed to pay him
$150,000, after the expiration of a seven-day statutory period,
and, thereafter, 30 monthly payments of $18,000, commencing
Jan. 31, 2009, well as continuation of certain insurance coverage.
The Severance Agreement also contains other terms and conditions
standard and customary for the retirement of executive officers.

A full-text copy of the SEVERANCE AGREEMENT AND MUTUAL GENERAL
RELEASES is available for free at:

               http://ResearchArchives.com/t/s?3693

On Nov. 5, 2008, AMDL, Inc.'s board of directors elected Douglas
MacLellan as chief executive officer and executive chairman
effective immediately.  Michael Boswell has been appointed to the
board and will assume Mr. MacLellan's former role as chairman of
AMDL's Audit committee and long-standing board member Dr. William
Thompson will assume the role of chairman of the Governance
Committee.

"The board has great confidence in Mr. MacLellan and the company's
U.S. and China-based teams and we look forward to AMDL's continued
success," commented long-time board member Dr. William Thompson.
"Given Mr. MacLellan's decisive leadership, personal style, and
more than 25 years of extensive business experience in China,
Mr. MacLellan is fully prepared to lead AMDL to the next level. He
is well-respected across the industry, specifically in China where
the majority of AMDL's business is currently conducted.  Equally
important, Mr. MacLellan is highly-regarded by AMDL's U.S. and
China-based teams. He is an absolute perfect fit for this role."

Mr. MacLellan is transitioning into his new role after nearly
16 years on AMDL's board.  He was appointed to the board in 1992
and became chairman of the Audit and Governance committees in
2001.  Earlier this year he assumed the role of non-executive
chairman serving as an advisor and lead company spokesperson for
AMDL.  He brings extensive international business experience to
his new role, with a special focus on business operations and
management in China where Mr. MacLellan has been actively involved
since 1983.  He is a recognized authority on Chinese joint venture
and wholly foreign owned enterprise (WFOE) structuring and
considered an expert on the China government and regulator and
compliance system.

Among his other accomplishments, Mr. MacLellan also brings over
twenty years of active board experience to AMDL.  With more than
25 years experience, Mr. MacLellan has been a catalyst for the
development and financing of worldwide businesses in the United
States and throughout the world.  Throughout his professional
career, he has served on the board of 18 private and publicly-held
companies where he has played an instrumental role in strategic
planning, general operations, corporate finance activities,
economic policy, asset allocation and mergers & acquisitions.
Additionally, he has helped raise more than $715 million in
capital for development stage, start-up and mid-cap companies.

Mr. MacLellan received advanced training in classical economic
theory and international relations from the University of Southern
California and was a student of Arthur Laffer, Ph.D., who later
employed him an economist.  Mr. MacLellan has also authored
numerous industry-specific research papers, portfolio strategy and
economic forecasts over the past 25 years.

"I am tremendously excited for the opportunity to lead AMDL,
particularly during a time of profound change and unprecedented
opportunity," said Mr. MacLellan.  "I am focused and prepared to
act decisively to improve our strong competitive position in China
while laying a foundation to aggressively grow the company beyond
stated expectations.  I am also pleased to welcome Mr. Michael
Boswell to our board of directors as chairman of AMDL's Audit
Committee."

Mr. Boswell is co-founder of the TriPoint family of companies and
co-founder and member in TriPoint Capital Advisors, LLC ? a
boutique merchant bank focused on small and mid-sized growth
companies.  He has been active in the Chinese market since 2000
providing high-level financial guidance and services to start-up,
small and mid-sized companies.

Mr. Boswell also holds executive and CFO positions with client
companies that include Acting CFO and director of Edgewater Foods
International Inc., and Financial Advisor and Consultant to
Tianyin Pharmaceutical Co, Inc. and JPAK Group Inc.  With
TriPoint, Mr. Boswell has assisted numerous companies, providing
high-level advice related corporate finance, corporate structure,
corporate governance and mergers & acquisitions.  Prior to the
founding of TriPoint, Mr. Boswell held senior-level executive
positions focused on business development and management
consulting.

Mr. Boswell holds the Series 24, 82 and 63 licenses and is COO of
TriPoint Global Equities, a FINRA member firm.  Mr. Boswell also
spent eight years as a senior analyst and engineer in various
branches of the United States Government.  He earned his MBA from
John Hopkins University and a BS degree in Mechanical Engineering
from University of Maryland.

In a separate filing, AMDL, Inc. disclosed the promotion of its
CFO, Akio Ariura, to chief operating officer and CFO.  The company
is also expanding its management team with the addition of
Christopher Gee as director of International Marketing and Sales
and Raymond Gatchalian as director of Compliance and Information
Technology.

As COO and CFO, Mr. Ariura will lead the day-to-day operations of
AMDL, including direct responsibility for AMDL's legal, financial,
and business affairs; employee development and recruiting; and
high-priority companywide initiatives, including the
implementation of its Kingdee ERP accounting system within the US
and China; joint venture and partnership implementations; and the
development of brand and product commercialization strategies
across all business divisions.

"I am extremely pleased with the board's decision to promote[ Mr.
Ariura] to chief operating officer of AMDL," said Mr. Douglas
MacLellan, CEO and chairman, AMDL.  "He has been instrumental in
the Company's success to date, and broadening his role is a next
step as we continue to grow and expand our business.  With the
support of his leadership and business expertise, AMDL is
on-target to meet its gross revenue targets of $30 million to
$38 million this year.  I'm genuinely excited to have Akio in this
newly created senior executive position as we focus on building
AMDL as a world-class and market-leading, diversified
pharmaceutical company."

Mr. Ariura joined AMDL in 2006 as the chief financial officer.
He holds more than 20 years of experience in senior finance and
business operations positions with various public and private
companies.  Mr. Ariura is a certified public accountant and
recognized as a Small-Cap SOX compliance expert.

"I'm pleased to transition to this role during the defining time
in AMDL's history.  With nearly 500% annual growth over the past
three years we've managed to thrive and evolve, despite market
uncertainty and recent economic instability," commented Mr.
Ariura.  "In fact, what I am most proud of is how we've continued
to expand our sales and distribution throughout China, with top-
line sales that far exceed goals set during our 2007 planning
cycle."

                         About AMDL Inc.

Headquartered in Tustin, California, AMDL, Inc., (AMEX: ADL) --
http://www.amdl.com/-- with operations in Shenzhen, Jiangxi, and
Jilin, China, is a vertically integrated specialty pharmaceutical
company.  In combination with its subsidiary Jade Pharmaceutical
Inc., AMDL engages in the research, development, manufacture, and
marketing of diagnostic products.

At Sept. 30, 2008, the company's total assets of $39,934,115,
total liabilities of $6,742,450 and stockholders' equity of
$33,191,665.

Total assets increased $7,066,937 to $39,934,115 as of Sept. 30,
2008, from $32,867,178 as of Dec. 31, 2007.  This increase was due
to increases in accounts receivable, property and equipment,
deposits for acquisition of plant assets, production rights, and a
related party receivable, offset by a decrease in cash and
prepaids.  In addition, total assets increased due to currency
fluctuations.

The company's total liabilities decreased $403,215 to $6,742,450
as of Sept. 30, 2008, from $7,145,665 as of Dec. 31, 2007.  The
reason for the decrease is a result of a reduction in notes
payable to the bank in China which was partially offset by an
increase in accounts payable and accrued expenses.

As of Sept. 30, 2008, the company repaid approximately $2,282,145
of mature loans to the bank. JPI is currently in negotiations with
several China based banks in order to gain a comprehensive credit
facility for up to RMB 68.5 million (approximately $10 million).
A portion and all of this credit facility is anticipated to be
completed by the end of the first quarter of 2009.

For three months ended Sept. 30, 2008, the company reported net
income of $1,569,138 compared with net income of $383,108 for the
same period in the previous year.

For nine months ended Sept. 30, 2008, the company posted net loss
of $332,625 compared to net loss of $3,266,603 for same period in
the previous year.

                       Going Concern Doubt

KMJ Corbin & Company LLP expressed substantial doubt about AMDL
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
significant operating losses and negative cash flows from
operations through Dec. 31, 2007, and accumulated deficit at
Dec. 31, 2007.


AMDL INC: Completes 1st Tranche Offering of 12% Notes, Warrants
--------------------------------------------------------------
AMDL, Inc., completed the first tranche of a private placement
offering of 12% senior notes and warrants.

In this first closing, AMDL sold $1,077,500 of 12% senior notes at
par value.  The notes mature at the earlier of 24 months or the
completion of a bank or credit facility of not less than
$8 million in one or more transactions.  The warrants included in
the offering have a term of five years from the date of issuance
and are exercisable at a price equal to $1.00 per share.  Under
the terms of the offering the exercise price of the warrants are
equal to the greater of $1.00 per share or 115% of the five day
volume average weighted prices (VWAP) of the company's common
stock prior to the closing date of the offering.

Douglas MacLellan, president and CEO of AMDL, Inc., said "This
financing strengthens our cash position and allows us to finance
key business initiatives, including the commercialization and
introduction of key products such as DR-70(R) and Goodnak in
opportunistic markets including China and the US."

The exclusive placement agent for this offering is Cantone
Research Inc, located in Tinton Falls, New Jersey (Tel: 800-782-
9953).  Cantone Research is expected to have a final closing of
this Senior Note offering before end of December 2008.

                         About AMDL Inc.

Headquartered in Tustin, California, AMDL, Inc., (AMEX: ADL) --
http://www.amdl.com/-- with operations in Shenzhen, Jiangxi, and
Jilin, China, is a vertically integrated specialty pharmaceutical
company.  In combination with its subsidiary Jade Pharmaceutical
Inc., AMDL engages in the research, development, manufacture, and
marketing of diagnostic products.

At Sept. 30, 2008, the company's total assets of $39,934,115,
total liabilities of $6,742,450 and stockholders' equity of
$33,191,665.

Total assets increased $7,066,937 to $39,934,115 as of Sept. 30,
2008, from $32,867,178 as of Dec. 31, 2007.  This increase was due
to increases in accounts receivable, property and equipment,
deposits for acquisition of plant assets, production rights, and a
related party receivable, offset by a decrease in cash and
prepaids.  In addition, total assets increased due to currency
fluctuations.

The company's total liabilities decreased $403,215 to $6,742,450
as of Sept. 30, 2008, from $7,145,665 as of Dec. 31, 2007.  The
reason for the decrease is a result of a reduction in notes
payable to the bank in China which was partially offset by an
increase in accounts payable and accrued expenses.

As of Sept. 30, 2008, the company repaid approximately $2,282,145
of mature loans to the bank. JPI is currently in negotiations with
several China based banks in order to gain a comprehensive credit
facility for up to RMB 68.5 million (approximately $10 million).
A portion and all of this credit facility is anticipated to be
completed by the end of the first quarter of 2009.

For three months ended Sept. 30, 2008, the company reported net
income of $1,569,138 compared with net income of $383,108 for the
same period in the previous year.

For nine months ended Sept. 30, 2008, the company posted net loss
of $332,625 compared to net loss of $3,266,603 for same period in
the previous year.

                       Going Concern Doubt

KMJ Corbin & Company LLP expressed substantial doubt about AMDL
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
significant operating losses and negative cash flows from
operations through Dec. 31, 2007, and accumulated deficit at
Dec. 31, 2007.


AMERICAN EQUITY: S&P Affirms 'BB+' Counterparty Credit Rating
-------------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'BB+'
counterparty credit rating on American Equity Investment Life
Holding Co. and its 'BBB+' counterparty credit and financial
strength ratings on AEIL's operating company, American Equity
Investment Life Insurance Co.  The outlook remains negative.

"We affirmed the ratings to reflect the SEC's approval of Rule
151A, which regulates the principal product sold by AEL," said
Standard & Poor's credit analyst Kevin Maher.  "Despite the
challenges this regulation brings, AEL should be able to handle
the transition with the longer implementation period, as the
regulation will be enacted two years from now."

In July 2008, S&P revised its outlook on AEIL and AEL to negative
from stable following the SEC's announcement of the proposal.
This reflected S&P's belief that although all companies selling
the affected product are subject to the same risks, most have a
more diversified business model with less reliance on this
particular product.  This regulation will require AEL to adapt or
revamp its business and its distribution models to continue with
its current level of business success.

Although AEL might be able to deal with this issue over the longer
term, there is the potential for disruption in sales and
profitability over the next two years.  In the face of a more
challenging business environment, increased leverage and weaker
fixed-charge coverage exacerbate the business pressures on the
rating.

The SEC rule approved this week requires that the SEC regulate the
sale of fixed-indexed annuities, commonly called equity-indexed
annuities.  This would require that the product be registered with
the SEC and therefore would require that sales be done through
SEC-registered representatives.


AMERICAN SAFETY: S&P Puts B Corp. Credit Rating on WatchNeg.
------------------------------------------------------------
Standard & Poor's Ratings Services said that it placed all of the
ratings on American Safety Razor Co., including its 'B' corporate
credit rating, on CreditWatch with negative implications, meaning
S&P could either lower or affirm the ratings on completion of its
review.  The Cedar Knolls, N.J.-based company had about
$454 million of debt as of Sept. 27, 2008 (inclusive of mezzanine
debt at RSA Holdings Corp.) ASR is the primary operating
subsidiary of RSA Holdings Corp.

The CreditWatch listing is based on the company's weak operating
performance through the first nine months of fiscal 2008, as well
as covenant steps-downs in the fourth quarter of fiscal 2008, and
in the second and fourth quarters of fiscal 2009.  While sales
have increased 3.4% during the first nine months of fiscal 2008,
higher production and distribution costs related to manufacturing
initiatives, and currency losses have negatively affected EBITDA.

While the company continues to address its operating issues and
may see some benefit as a private label manufacturer, S&P believes
that the weakening global economy could further challenge ASR to
meaningfully improve its financial performance in the near term.

S&P will review ASR's operating performance and liquidity in light
of the weak economy to assess its ability to stabilize its
operations, generate positive free cash flow, and to restore an
adequate cushion under its financial covenants.


ANTHONY CUTAIA: Court Denies Chapter 7 Protection
-------------------------------------------------
Brian Bandell at South Florida Business Journal reports that the
U.S. Bankruptcy Court Judge Paul Hyman has denied Chapter 7
protection to Anthony Cutaia.

According to South Florida Business, Judge Hyman ruled that Mr.
Cutaia couldn't discharge his debt because he breached the Court's
rules by underestimating the value of a Rolex watch, and then
selling it without the Court's permission for more than his
estimated value.

South Florida Business quoted Fort Lauderdale attorney Kenneth B.
Robinson, Esq., who represented the bankruptcy trustee, as saying,
"The law favors the granting of discharge.  The denial is an
extraordinary remedy.  If you are going to seek protection of the
bankruptcy laws, you have to make full disclosure and follow all
of the rules and restrictions."

South Florida Business reports that Mr. Cutaia filed for Chapter 7
protection last year as he sought to discharge about
$7.8 million in listed debt while protecting most of his $16,651
in listed assets.  Mr. Cutaia's real estate companies, according
to the report, had about 76 investors with claims of at least
$6.6 million.  The report says that Mr. Cutaia listed about 32
claims totaling $4.4 million.

Basing his findings on Mr. Cutaia's financial records, the
bankruptcy trustee said that Mr. Cutaia spent funds from his
companies on personal merchandise at department stores, cruises,
and purchasing airtime on TV and radio, South Florida Business
states.  Customers expected the money to go into real estate
investments, South Florida Business relates.

South Florida Business relates that Mr. Cutaia's attorney withdrew
from the case before the court's ruling.

Anthony Cutaia is a real estate investment manager and mortgage
broker in Florida.


ARCHWAY COOKIES: Wants Case Converted to Ch. 7 Liquidation
----------------------------------------------------------
Archway Cookies LLC asks the U.S. Bankruptcy Court for the
District of Delaware to convert its Chapter 11 case to liquidation
proceedings under Chapter 7.

Bill Rochelle of Bloomberg relates that Archway Cookies' right to
use its lenders' cash collateral will expire Dec. 31.  Archway has
scheduled a Dec. 29 hearing for its conversion proposal.  The
official committee of unsecured creditors, however, wants to the
proposal deferred for Jan. 9.

According to Mr. Rochelle, after a whistleblower brought
accounting irregularities to light, Archway shut down the business
on Oct. 3 and filed under Chapter 11 three days later.

                       About Archway Cookies

Headquartered in Battle Creek, Michigan, Archway Cookies, LLC, --
http://www.archwaycookies.com/-- makes soft-baked cookies. And
crackers.  In 1998, Specialty Foods Corp. 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.

Archway Cookies filed for Chapter 11 protection on Oct. 6, 2008
(Bankr. D. Del. Case No. 08-12323).  Its affiliate, Mother's Cake
& Cookie Co. also filed for bankruptcy (Bankr. D. Del. Case No.
08-12326).  Michael R. Lastowski, Esq., at Duane Morris, LLP,
represent the Debtors in their restructuring efforts.  In their
filing, the Debtors listed estimated assets of between
$50 million and $100 million and estimated debts of between
$500 million and $1 billion.


ARGENT MORTGAGE: Moody's Junks Ratings on at Least 60 Note Classes
------------------------------------------------------------------
Moody's Investors Service downgraded the ratings of 99 tranches
from 11 subprime RMBS transactions issued by Argent.  The
collateral backing these transactions consists primarily of first-
lien, fixed and adjustable-rate, subprime residential mortgage
loans.

These actions are a result of updated loss expectations on the
underlying collateral relative to available credit enhancement.
Additionally some tranches with rating actions are wrapped by a
financial guarantor.  The current rating on such certificates is
consistent with Moody's practice of rating insured securities at
the higher of the guarantor's insurance financial strength rating
and the underlying rating based on Moody's modified approach to
rating structured finance securities wrapped by financial
guarantors.

The ratings on the notes were assigned by evaluating factors
determined to be applicable to the credit profile of the notes,
such as i) the nature, sufficiency, and quality of historical
performance information regarding the asset class as well as for
the transaction sponsor, ii) an analysis of the collateral being
securitized, iii) an analysis of the policies, procedures and
alignment of interests of the key parties to the transaction, most
notably the originator and the servicer, iv) an analysis of the
transaction's allocation of collateral cashflow and capital
structure, v) an analysis of the transaction's governance and
legal structure, and (vi) a comparison of these attributes against
those of other similar transactions.

Complete rating actions are:

Issuer: Argent Mortgage Loan Trust 2005-W1

  -- Cl. A-1, Downgraded to Baa1, previously on 12/05/2008
     assigned to Aa3

  -- Financial Guarantor: Financial Guaranty Insurance Company,
      (currently Caa1; outlook negative)

  -- Cl. A-2, Downgraded to Baa1, previously on 12/05/2008
     assigned to Aa3

  -- Financial Guarantor: Financial Guaranty Insurance Company,
      (currently Caa1; outlook negative)

Issuer: Argent Securities Inc., Series 2005-W2

  -- Cl. M-3, Downgraded to A2, previously on 10/14/05 Assigned to
     Aa3

  -- Cl. M-4, Downgraded to Baa2, previously on 10/14/05 Assigned
     to A1

  -- Cl. M-5, Downgraded to Ba3, previously on 4/10/08 Downgraded
     to A2

  -- Cl. M-6, Downgraded to Caa2, previously on 4/10/08 Downgraded
     to A3

  -- Cl. M-7, Downgraded to C, previously on 4/10/08 Downgraded to
     Baa1 and Placed Under Review for Possible Downgrade

  -- Cl. M-8, Downgraded to C, previously on 4/10/08 Downgraded to
     Baa2 and Placed Under Review for Possible Downgrade

  -- Cl. M-9, Downgraded to C, previously on 4/10/08 Downgraded to
     Baa3

  -- Cl. M-10, Downgraded to C, previously on 4/10/08 Downgraded
     to Ba1

Issuer: Argent Securities Inc., Series 2005-W3

  -- Cl. M-2, Downgraded to A1, previously on 11/17/05 Assigned to
     Aa2

  -- Cl. M-3, Downgraded to Baa2, previously on 4/10/08 Downgraded
     to A1

  -- Cl. M-4, Downgraded to Ba1, previously on 4/10/08 Downgraded
     to A3

  -- Cl. M-5, Downgraded to B3, previously on 4/10/08 Downgraded
     to Baa3

  -- Cl. M-6, Downgraded to Ca, previously on 4/10/08 Downgraded
     to B1

  -- Cl. M-7, Downgraded to C, previously on 4/10/08 Downgraded to
     B3 and Placed Under Review for Possible Downgrade

  -- Cl. M-8, Downgraded to C, previously on 4/10/08 Downgraded to
     Caa1

  -- Cl. M-9, Downgraded to C, previously on 4/10/08 Downgraded to
     Caa2

  -- Cl. M-10, Downgraded to C, previously on 4/10/08 Downgraded
     to Caa3

  -- Cl. M-11, Downgraded to C, previously on 4/10/08 Downgraded
     to Ca

Issuer: Argent Securities Inc., Series 2005-W5

  -- Cl. A-2C, Downgraded to Aa1, previously on 1/13/06 Assigned
     to Aaa

  -- Cl. A-2D, Downgraded to Aa3, previously on 1/13/06 Assigned
     to Aaa

  -- Cl. M-1, Downgraded to Baa1, previously on 1/13/06 Assigned
     to Aa1

  -- Cl. M-2, Downgraded to Ba2, previously on 4/10/08 Downgraded
     to A2

  -- Cl. M-3, Downgraded to Caa2, previously on 4/10/08 Downgraded
     to Baa3

  -- Cl. M-4, Downgraded to Ca, previously on 4/10/08 Downgraded
     to B1

  -- Cl. M-5, Downgraded to C, previously on 4/10/08 Downgraded to
     B2 and Placed Under Review for Possible Downgrade

  -- Cl. M-6, Downgraded to C, previously on 4/10/08 Downgraded to
     B3 and Placed Under Review for Possible Downgrade

  -- Cl. M-7, Downgraded to C, previously on 4/10/08 Downgraded to
     Caa1

  -- Cl. M-8, Downgraded to C, previously on 4/10/08 Downgraded to
     Caa2

  -- Cl. M-9, Downgraded to C, previously on 4/10/08 Downgraded to
     Caa3

Issuer: Argent Securities Trust 2006-M1

  -- Cl. A-2C, Downgraded to Baa3, previously on 4/10/08
     Downgraded to Aa3

  -- Cl. A-2D, Downgraded to Ba1, previously on 4/10/08 Downgraded
     to A2

  -- Cl. M-1, Downgraded to B3, previously on 4/10/08 Downgraded
     to Ba3

  -- Cl. M-2, Downgraded to Ca, previously on 4/10/08 Downgraded
     to B2 and Placed Under Review for Possible Downgrade

  -- Cl. M-3, Downgraded to C, previously on 4/10/08 Downgraded to
     B3 and Placed Under Review for Possible Downgrade

  -- Cl. M-4, Downgraded to C, previously on 4/10/08 Downgraded to
     Caa1

  -- Cl. M-5, Downgraded to C, previously on 4/10/08 Downgraded to
     Caa2

  -- Cl. M-6, Downgraded to C, previously on 4/10/08 Downgraded to
     Caa3

  -- Cl. M-7, Downgraded to C, previously on 4/10/08 Downgraded to
     Ca

Issuer: Argent Securities Trust 2006-M2

  -- Cl. A-2C, Downgraded to Baa3, previously on 4/10/08
     Downgraded to A3

  -- Cl. A-2D, Downgraded to Ba1, previously on 4/10/08 Downgraded
     to Baa2

  -- Cl. M-1, Downgraded to Caa2, previously on 4/10/08 Downgraded
     to B2 and Placed Under Review for Possible Downgrade

  -- Cl. M-2, Downgraded to C, previously on 4/10/08 Downgraded to
     B3 and Placed Under Review for Possible Downgrade

  -- Cl. M-3, Downgraded to C, previously on 4/10/08 Downgraded to
     Caa1

  -- Cl. M-4, Downgraded to C, previously on 4/10/08 Downgraded to
     Caa2

  -- Cl. M-5, Downgraded to C, previously on 4/10/08 Downgraded to
     Caa3

  -- Cl. M-6, Downgraded to C, previously on 4/10/08 Downgraded to
     Caa3

  -- Cl. M-7, Downgraded to C, previously on 4/10/08 Downgraded to
     Ca

Issuer: Argent Securities Trust 2006-W1

  -- Cl. A-2D, Downgraded to Aa1, previously on 2/20/06 Assigned
     to Aaa

  -- Cl. M-1, Downgraded to A2, previously on 2/20/06 Assigned to
     Aa1

  -- Cl. M-2, Downgraded to Ba1, previously on 2/20/06 Assigned to
     Aa2

  -- Cl. M-3, Downgraded to B2, previously on 4/10/08 Downgraded
     to Baa1

  -- Cl. M-4, Downgraded to Caa2, previously on 4/10/08 Downgraded
     to Ba2

  -- Cl. M-5, Downgraded to C, previously on 4/10/08 Downgraded to
     B2 and Placed Under Review for Possible Downgrade

  -- Cl. M-6, Downgraded to C, previously on 4/10/08 Downgraded to
     Caa1

  -- Cl. M-7, Downgraded to C, previously on 4/10/08 Downgraded to
     Caa2

  -- Cl. M-8, Downgraded to C, previously on 4/10/08 Downgraded to
     Caa3

  -- Cl. M-9, Downgraded to C, previously on 4/10/08 Downgraded to
     Ca

Issuer: Argent Securities Trust 2006-W2

  -- Cl. A-2B, Downgraded to A1, previously on 3/9/06 Assigned to
     Aaa

  -- Cl. A-2C, Downgraded to A3, previously on 3/9/06 Assigned to
     Aaa

  -- Cl. M-1, Downgraded to Ba2, previously on 3/9/06 Assigned to
     Aa1

  -- Cl. M-2, Downgraded to Caa2, previously on 4/10/08 Downgraded
     to A2

  -- Cl. M-3, Downgraded to C, previously on 4/10/08 Downgraded to
     Ba1

  -- Cl. M-4, Downgraded to C, previously on 4/10/08 Downgraded to
     B2 and Placed Under Review for Possible Downgrade

  -- Cl. M-5, Downgraded to C, previously on 4/10/08 Downgraded to
     B3 and Placed Under Review for Possible Downgrade

  -- Cl. M-6, Downgraded to C, previously on 4/10/08 Downgraded to
     Caa1

  -- Cl. M-7, Downgraded to C, previously on 4/10/08 Downgraded to
     Caa2

  -- Cl. M-8, Downgraded to C, previously on 4/10/08 Downgraded to
     Caa3

  -- Cl. M-9, Downgraded to C, previously on 10/11/07 Downgraded
     to Ca

Issuer: Argent Securities Trust 2006-W3

  -- Cl. A-1, Downgraded to A3, previously on 4/10/06 Assigned to
     Aaa

  -- Cl. A-2C, Downgraded to Ba1, previously on 4/10/06 Assigned
     to Aaa

  -- Cl. A-2D, Downgraded to Ba2, previously on 4/10/06 Assigned
     to Aaa

  -- Cl. M-1, Downgraded to Caa2, previously on 4/10/08 Downgraded
     to Baa1

  -- Cl. M-2, Downgraded to C, previously on 4/10/08 Downgraded to
     B2 and Placed Under Review for Possible Downgrade

  -- Cl. M-3, Downgraded to C, previously on 4/10/08 Downgraded to
     B3 and Placed Under Review for Possible Downgrade

  -- Cl. M-4, Downgraded to C, previously on 4/10/08 Downgraded to
     Caa1

  -- Cl. M-5, Downgraded to C, previously on 4/10/08 Downgraded to
     Caa2

  -- Cl. M-6, Downgraded to C, previously on 4/10/08 Downgraded to
     Caa3

  -- Cl. M-7, Downgraded to C, previously on 4/10/08 Downgraded to
     Ca

  -- Cl. M-8, Downgraded to C, previously on 10/11/07 Downgraded
     to Ca

Issuer: Argent Securities Trust 2006-W4

  -- Cl. A-2C, Downgraded to Baa3, previously on 4/10/08
     Downgraded to Aa3

  -- Cl. A-2D, Downgraded to Ba1, previously on 4/10/08 Downgraded
     to A1

  -- Cl. M-1, Downgraded to Caa1, previously on 4/10/08 Downgraded
     to Ba2

  -- Cl. M-2, Downgraded to Ca, previously on 4/10/08 Downgraded
     to B2 and Placed Under Review for Possible Downgrade

  -- Cl. M-3, Downgraded to C, previously on 4/10/08 Downgraded to
     B3 and Placed Under Review for Possible Downgrade

  -- Cl. M-4, Downgraded to C, previously on 4/10/08 Downgraded to
     Caa1

  -- Cl. M-5, Downgraded to C, previously on 4/10/08 Downgraded to
     Caa2

  -- Cl. M-6, Downgraded to C, previously on 4/10/08 Downgraded to
     Caa3

Issuer: Argent Securities Trust 2006-W5

  -- Cl. A-1, Downgraded to Aa2, previously on 4/10/08 Downgraded
     to Aa1

  -- Cl. A-2C, Downgraded to Ba3, previously on 4/10/08 Downgraded
     to Aa2

  -- Cl. A-2D, Downgraded to B1, previously on 4/10/08 Downgraded
     to A1

  -- Cl. M-1, Downgraded to Caa2, previously on 4/10/08 Downgraded
     to Ba2

  -- Cl. M-2, Downgraded to C, previously on 4/10/08 Downgraded to
     B2 and Placed Under Review for Possible Downgrade

  -- Cl. M-3, Downgraded to C, previously on 4/10/08 Downgraded to
     B3 and Placed Under Review for Possible Downgrade

  -- Cl. M-4, Downgraded to C, previously on 4/10/08 Downgraded to
     Caa1

  -- Cl. M-5, Downgraded to C, previously on 4/10/08 Downgraded to
     Caa2

  -- Cl. M-6, Downgraded to C, previously on 4/10/08 Downgraded to
     Caa3

  -- Cl. M-7, Downgraded to C, previously on 4/10/08 Downgraded to
     Caa3


ARGENT SECURITIES: Moody's Downgrades Ratings on Five Class Certs.
------------------------------------------------------------------
Moody's Investors Service has downgraded the rating of eight
securities issued by Argent Securities Inc.  The action is part of
an ongoing review of Subprime RMBS transactions.

Moody's Investors Service completed its review of the underlying
ratings on these certificates that are guaranteed by the financial
guarantor as identified.  The underlying ratings reflect the
intrinsic credit quality of the certificate in the absence of the
guarantee.  The current ratings on the below certificates are
consistent with Moody's practice of rating insured securities at
the higher of the guarantor's insurance financial strength rating
and the underlying rating based on Moody's modified approach to
rating structured finance securities wrapped by financial
guarantors.

The ratings on the notes were assigned by evaluating factors
determined to be applicable to the credit profile of the notes,
such as i) the nature, sufficiency, and quality of historical
performance information regarding the asset class as well as for
the transaction sponsor, ii) an analysis of the collateral being
securitized, iii) an analysis of the policies, procedures and
alignment of interests of the key parties to the transaction, most
notably the originator and the servicer, iv) an analysis of the
transaction's allocation of collateral cashflow and capital
structure, v) an analysis of the transaction's governance and
legal structure, and (vi) a comparison of these attributes against
those of other similar transactions.

Moody's approach to analyzing more seasoned subprime pools i.e.
prior to 2H 2005 takes into account the annualized loss rate from
last 12 months and the projected loss rate over next 12 months,
and then translates these measures into lifetime losses based on a
deal's expected remaining life.  Recent Losses are calculated by
assessing cumulative losses incurred over the past 12-months as a
percentage of the average pool factor in the last year.  For
Pipeline Losses, Moody's uses an annualized roll rate of 15%, 30%,
65% and 90% for loans that are delinquent 60-days, 90+ days, are
in foreclosure, and REO respectively.  Moody's then applies deal-
specific severity assumptions, in this case 70%.  The results of
these two calculations - Recent Losses and Pipeline Losses - are
weighted to arrive at the lifetime cumulative loss projection.

Complete list of rating actions:

Issuer: Argent Securities Inc., Series 2004-W11

  -- Cl. M-3 Certificate, Downgraded to Aa3, previously on
     12/20/2004 Assigned to Aa2

  -- Cl. M-4 Certificate, Downgraded to A2, previously on
     12/20/2004 Assigned to Aa3

  -- Cl. M-5 Certificate, Downgraded to Baa2, previously on
     6/5/2008 Downgraded to A3

  -- Cl. M-6 Certificate, Downgraded to Ba1, previously on
     6/5/2008 Downgraded to Baa1

  -- Cl. M-7 Certificate, Downgraded to B2, previously on 6/5/2008
     Downgraded to Baa3

  -- Cl. M-8 Certificate, Downgraded to Ca, previously on 6/5/2008
     Downgraded to Ba3

  -- Cl. M-9 Certificate, Downgraded to C, previously on 6/5/2008
     Downgraded to B3

  -- Cl. M-10 Certificate, Downgraded to C, previously on 6/5/2008
     Downgraded to Ca


ARIAD PHARMACEUTICALS: Board OKs Amendments to Restated By-Laws
--------------------------------------------------------------
The board of directors of ARIAD Pharmaceuticals, Inc., approved
amendments to the company's Restated By-Laws to remove the
position of vice chairman.

A full-text copy of the Restated By-Laws, as amended is available
for free at http://ResearchArchives.com/t/s?3692

In connection with the amendments, the board also appointed
Athanase Lavidas, Ph.D., as lead director, a role held by Sandford
D. Smith as vice chairman, which position has been eliminated.
The board also approved conforming amendments to the company's
Corporate Governance Guidelines.  Under the Corporate Governance
Guidelines, the role of the lead director is to support the
ability of the independent directors to perform their
responsibilities as independent directors.  As such, the lead
director is responsible for oversight of those processes of the
board which independent directors are required to perform. In
addition, the lead director presides at meetings of the non-
management directors.  The lead director also meets and consults
regularly with the chairman of the board.

Headquartered in Cambridge, Massachusetts, 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 Sept. 30, 2008, the company's balance sheet showed total assets
of $83.2 million and total liabilities of $140.7 million resulting
in a stockholders' deficit $57.5 million.

For three months ended Sept. 30, 2008, the company posted net loss
of $19.9 million compared with net loss of $10.8 million for the
same period in the previous year.

For nine months ended Sept. 30, 2008, the company posted net loss
of $54.2 million compared with net loss of $42.8 million for the
same period in the previous year.

At Sept. 30, 2008, the company has cash, cash equivalents and
marketable securities totaling $52.7 million and working capital
of $28.4 million, compared to cash, cash equivalents and
marketable securities totaling $85.2 million and working capital
of $64.6 million at Dec. 31, 2007.


ARIAD PHARMACEUTICALS: Disputes Cue Resignation of Four Directors
-----------------------------------------------------------------
Harvey J. Berger, M.D., chairman and chief executive officer
of ARIAD Pharmaceuticals, Inc., received a letter dated Dec. 1,
2008, from four of the company's directors, Michael D. Kishbauch,
Sandford D. Smith, Burton E. Sobel, M.D., and Elizabeth H.S.
Wyatt, indicating that they were resigning from the company's
board of directors effective immediately.  At the time of their
resignations, Mr. Kishbauch served on the company's Audit
Committee; Mr. Smith served on the company's Nominating and
Corporate Governance and Compensation Committees; Dr. Sobel served
on the company's Compensation Committee; and Ms. Wyatt served on
the company's Audit and Executive Committees.

The letter claims that the resignations were caused by
disagreements between (i) the resigning directors and (ii) the
remaining independent directors of the board and Dr. Berger, with
respect to events that have occurred during the past several
months, including the ARIAD Gene Therapeutics, Inc. merger, the
replacement of the company's former general counsel, the assertion
of appraisal rights by certain former AGTI minority stockholders,
and certain changes in the company's board and committee structure
at a meeting of the board that took place on Nov. 3, 2008.

A full-text copy of the resignation letter is available for free
at http://ResearchArchives.com/t/s?3691

The continuing directors note that the duty of corporate
management and a company's board of directors is to act in a
manner believed to be in the best interests of the company and its
stockholders.  However, the members of a board may not always be
unanimous in their views of what actions would best serve the
interests of the company and its stockholders.  With respect to
ARIAD, the independent directors uniformly believe that all of the
continuing directors have acted at all times in what they
understood to be in the best interests of the company and its
stockholders.  The continuing directors strongly disagree with the
statements contained in the letter from the resigning directors
and view their letter as an attempt by the resigning directors to
impugn the character and integrity of Dr. Berger, the independent
directors and the company.  Furthermore, the independent directors
believe that the comments and characterizations of Dr. Berger's
leadership, actions, behavior, motivations and dealings with the
resigning directors are inflammatory and false, and contrary to
one of the company's key corporate values -- "mutual respect."

Regarding the specific matters raised in the resigning directors'
letter, the continuing directors believe that:

   i) the company has taken the appropriate steps to implement the
      AGTI merger which was approved by the board in September
      2008 and to resolve the assertion of appraisal rights by
      certain former AGTI minority stockholders;

  ii) the company has complied fully with all of the terms of the
      agreements between the company and its former general
      counsel and intends to honor all of its obligations under
      those agreements, despite the suggestion by the resigning
      directors that such obligations will not be met; and

iii) to the continuing directors' knowledge, no agreement entered
      into by the company has been breached.

The continuing directors believe that the company's actions
regarding these business matters are properly within the
responsibility of the company's management, with oversight and
guidance from the board.  The continuing directors fully support
the actions taken by management with regard to these matters and
do not concur with the positions taken by the resigning directors
concerning the company's obligations under the agreements with its
former general counsel.  The continuing directors view the
resigning directors' positions as contrary to the best interests
of the company and its stockholders.

All actions taken by the board on Nov. 3, 2008, occurred at a
meeting that was duly called and held in accordance with the
company's charter and by-laws and for which proper notice had been
given to all directors, including the resigning directors.  After
due consideration, the board appointed Dr. Athanase Lavidas as
lead director, replacing Mr. Smith, in an effort to strengthen the
leadership of the non-management directors and their ongoing
interactions with management.  Dr. Lavidas, who was proposed for
this leadership position by the independent directors, has served
as an independent director of the company for over five years and
is the chairman and chief executive officer of a global healthcare
company founded almost 100 years ago.  Finally, while the company
is disappointed by the manner in which the resigning directors
chose to depart, the continuing directors believe that the
appointment of Dr. Lavidas as the lead director and the
resignations of the resigning directors will further the ability
of the board to serve the best interests of the company and its
stockholders as the company seeks to implement its strategic
business plan.

The independent directors believe that Dr. Berger and other
members of the company's management have at all times conducted
themselves with the highest regard for integrity, good corporate
governance and professional ethics, and they reiterate their
strong, long-term support for Dr. Berger and the company's
management team, especially during these challenging economic
times.  The board further reiterates its commitment to fiduciary
and ethical principles and will continue to serve the interests of
the company and its stockholders to the best of their abilities.
The board also intends to identify additional director candidates,
as it believes that a diverse and sophisticated group of directors
is critical to satisfying these objectives and executing the
business strategy of the company.

The board has appointed Jay LaMarche and Dr. Massimo Radaelli to
serve with Wayne Wilson (Chair) on the Audit Committee; Mr. Wilson
to serve with Dr. Athanase Lavidas (Chair) and Mr. LaMarche on the
Nominating and Corporate Governance Committee; Dr. Lavidas to
serve with Dr. Radaelli (Chair) on the Compensation Committee; and
Dr. Lavidas and Mr. Wilson to serve with Dr. Berger (Chair) on the
Executive Committee.

                   About ARIAD Pharmaceuticals

Headquartered in Cambridge, Massachusetts, 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 Sept. 30, 2008, the company's balance sheet showed total assets
of $83.2 million and total liabilities of $140.7 million resulting
in a stockholders' deficit $57.5 million.

For three months ended Sept. 30, 2008, the company posted net loss
of $19.9 million compared with net loss of $10.8 million for the
same period in the previous year.

For nine months ended Sept. 30, 2008, the company posted net loss
of $54.2 million compared with net loss of $42.8 million for the
same period in the previous year.

At Sept. 30, 2008, the company has cash, cash equivalents and
marketable securities totaling $52.7 million and working capital
of $28.4 million, compared to cash, cash equivalents and
marketable securities totaling $85.2 million and working capital
of $64.6 million at Dec. 31, 2007.


BARRICADE BOOKS: Seeks Dismissal of Chapter 11 Case
---------------------------------------------------
Barricade Books Inc., which filed for Chapter 11 to stop three
libel suits, filed a motion last week to dismiss the case even
though there isn?t enough money to pay unsecured creditors,
according to Bloomberg's Bill Rochelle.

According to Mr. Rochelle, the company said it can't fund a
Chapter 11 plan and creditors would recover nothing were the case
instead converted to a liquidation in Chapter 7.

A hearing on the dismissal motion is scheduled for Jan. 6.

Headquartered in Fort Lee, New Jersey, Barricade Books Inc. --
http://www.barricadebooks.com/-- is an independent publisher
of non-fiction books.  The company filed a chapter 11 petition
on October 10, 2007 (Bankr. S.D.N.Y. Case No. 07-13176).  Alan
D. Halperin, Esq. at Halperin Battaglia Raicht LLP serves as
the Debtor's counsel.  The Debtor's schedules listed total assets
of $389,352 and total debts of $1,607,484.  The Debtor has the
exclusive right to file a plan of reorganization until June 6,
2008.


BCE INC: Fitch Changes Outlook on 'BB-' Ratings to Positive
-----------------------------------------------------------
Fitch Ratings has revised the Rating Watch to Positive from
Negative for the following Issuer Default Ratings and outstanding
credit ratings of BCE Inc. and its subsidiaries:

BCE

  -- IDR at 'BB-';
  -- Senior unsecured debt at 'BB-'.

Bell Canada

  -- IDR at 'BB-';
  -- Senior unsecured debt at 'BB-';
  -- Subordinate debt at 'B+'.

The rating action is a result of BCE terminating the intended
leverage buyout of the company lead by Teachers Private Capital.
Fitch originally placed BCE and subsidiaries on Rating Watch
Negative on July 3, 2007 following a downgrade of the IDR and
senior unsecured debt ratings to 'BB-' from 'BBB+' due to the high
leverage in the proposed transaction.  Fitch anticipates upgrading
the ratings once further clarity exists over BCE's prospective
financial strategies including expected capital structure,
dividend policy and considerations for other shareholder friendly
initiatives.  BCE's current credit metrics including leverage of
1.6 times at the end of the third quarter of 2008 are indicative
of an investment grade company.


BHM TECHNOLOGIES: Emerges from Chapter 11 Bankruptcy
----------------------------------------------------
BHM Technologies Holdings Inc. became the first automotive
supplier to enter bankruptcy in 2008 and successfully exit as a
restructured company.  The company's reorganization plan became
effective December 3, 2008.

"The majority of companies in a similar situation do not make it
through bankruptcy," said Robert S. Hertzberg, the partner with
Pepper Hamilton LLP who led the company through bankruptcy
proceedings.  "They are often sold, in whole or part, or the
company is resourced and the work is redistributed."

Mr. Hertzberg said, in the case of BHM Technologies, there were
several factors that greatly contributed to the successful
navigation of the bankruptcy, including:

   -- Healthy operating entity ? "As a whole, BHM Technologies was
      a healthyy operating entity,"  said Mr. Hertzberg.  "The
      bankruptcy addressed the excess debt on the balance sheet by
      allowing a fundamentally strong company to reorganize and
      de-lever its balance sheet."

   -- All parties committed to a swift and positive outcome ?
      "In this case, all of the parties involved played a major
      role in helping BHM emerge from bankruptcy quickly."

The company was able to reduce the debt owed to lenders, removing
approximately $270 million from the balance sheet.  The company
emerged from the bankruptcy with the senior lenders owning the
majority stock.

                      About BHM Technologies

Michigan-based BHM Technologies Holdings, Inc. and 14 affiliates
designs advanced welded products to automotive, construction and
agriculture industries.  The company and its affiliates filed
separate voluntary petitions under Chapter 11 on May 19, 2008
(Bankr. W.D. Mich. Lead Case No. 08-04413).  Hannah Mufson
McCollum, Esq., Kay Standridge Kress, Esq., Robert S. Hertzberg,
Esq., and Leon R. Barson, Esq. of Pepper Hamilton LLP, represent
the Debtors in their restructuring efforts.  The Debtors total
scheduled asset is $0 and its total scheduled liabilities is
$336,506,519.

According to the Troubled Company Reporter on Oct. 3, 2008,
the Debtors obtained Court approval for their Joint Plan of
Reorganization, filed June 18, 2008, and twice amended.

The Debtors have obtained permission from the Court for to secure
$35,000,000 in exit financing commitments with Wells Fargo
Foothill Inc. to enable the Debtors to emerge from Chapter 11 with
sufficient working capital, as well as make the distributions and
pay the related transaction costs contemplated by the Plan,
Rothschild, Inc., the Debtors' investment banker and financial
advisor initiated a competitive process to gauge the interest
of financial institutions having the apparent wherewithal to
participate in an exit financing sufficient to enable the Debtors
to successfully emerge from bankruptcy.


BLACKBOARD INC: S&P Raises Corporate Credit Rating to 'BB-'
-----------------------------------------------------------
Standard & Poor's Ratings Services said that it raised its
corporate credit rating on Washington, D.C.-based Blackboard Inc.
to 'BB-' from 'B+', following continued strong operating trends
and improved financial metrics.  The outlook is stable.

"At the same time, S&P raised its issue-level ratings on
Blackboard's $165 million senior convertible notes to 'BB-' (the
same as the corporate credit rating) from 'B+', and the '4'
recovery rating remains unchanged," said Standard & Poor's credit
analyst David Tsui.  The recovery rating of '4' indicates the
expectation for an average (30%-50%) recovery in the event of a
payment default.

Our rating on Blackboard Inc. reflects the company's narrow
business position, fragmented and competitive marketplace, and an
aggressive financial profile.  These factors partly are offset by
its strengthening position in a growing niche software market, its
significant base of recurring business and a high client retention
rate.

Blackboard's primary target market is the 7,000 North American
higher education institutions; its secondary markets are K-12
institutions and international educational institutions.  The
company has a leading position in the niche course management
software market.  Although Blackboard benefits from high renewal
rates and moderately high switching costs, the market is highly
fragmented and the barrier to entry is low.  The potential entry
of resource-intensive competitors or open-source software into the
learning management system market, creating a more competitive
business environment, is a risk factor.

Blackboard's operating profile is supported by a substantial base
of recurring revenues and by strong new license growth.  Over 75%
of the company's revenues are from recurring software licenses,
hosting, and support contracts.  Blackboard enjoyed renewal rates
of 90% or over in recent years, despite increases in annual
license fees.  Revenues have grown from about $70 million in 2002
to about $290 million in the 12 months ended September 2008, a
compound annual growth rate of about 28%, driven by solid adoption
of enterprise products, application service provider hosting
services, and acquisitions.  Profitability is consistent with
other niche software companies, with EBITDA margins in the mid-20%
area for the 12 months ended September 2008, an improvement from
the low teens a few years ago as a result of scale efficiencies.

Financial leverage is appropriate for the rating, with total
adjusted debt to EBITDA of 3.2x as of September 30, 2008, stable
in the past five quarters.  Blackboard is acquisitive, having
already acquired six companies since 1997 (The acquisition of NTI
Group this year for $182 million was the largest to date).

The stable outlook reflects the company's strong recurring revenue
and high customer retention rate.  An outlook change to positive
is unlikely as the company's business profile is a limiting
factor.  S&P would revise the outlook to negative if a
deteriorating business profile from a more competitive
marketplace, reduced educational spending due to the economy, or
any debt-financed acquisitions leading to a debt leverage to the
4x level.


BLOUNT INT'L: Names Russell L. German as SVP-Carlton Operations
---------------------------------------------------------------
The board of directors of Blount International, Inc., elected
Russell L. German to a new officer position of senior vice
president-carlton operations.

Mr. German is also deemed to be an "executive officer" for
purposes of Rule 16 (a) and other applicable rules and regulations
of the United Sates Securities and Exchange Commission.
Additionally, Mr. German serves as president of the Carlton
product line, a non-officer operating position.

Blount, Inc., a subsidiary of Blount International, Inc.,
purchased Carlton Holdings, Inc. and its subsidiaries on May 2,
2008.  The Carlton entities were merged with and into Blount, Inc.
on Sept. 26, 2008.

Based in Portland, Oregon, Blount International, Inc. [NYSE: BLT]
-- http://www.blount.com-- is a diversified international company
operating in two principal business segments: Outdoor Products and
Industrial and Power Equipment.  The company's Outdoor Products
segment provides  chain, bars and sprockets to the chainsaw
industry, accessories to the lawn care industry and concrete
cutting saws. Blount manufactures its products in the United
States, Canada, China, and Brazil, and sells them in more than 100
countries.

According to a Form 10-Q filing with the Securities and Exchange
Commission, Blount International's balance sheet showed
$485.2 million in total assets, $505.3 million in total
liabilities, resulting in stockholders' deficit of $20.0 million
and an accumulated deficit of $586.4 million as of Sept. 30, 2008.
The company said total debt at Sept. 30, 2008, was $332.1 million,
compared to $297.0 million at December 31, 2007.  The increase in
debt during 2008 is attributable to borrowings under the revolving
credit facility to fund its acquisition of Carlton Holdings, Inc.,
in May.

Blount International said its debt continues to be significant,
and future debt service payments continue to represent substantial
obligations.  The company said the degree of leverage may
adversely affect its operations and could have important adverse
consequences.

Blount said it intends to fund working capital, capital
expenditures and debt service requirements for the next 12 months,
including the August 2009 maturity of the revolving credit
facility, through expected cash flows generated from operations.
The company expects its remaining resources will be sufficient to
cover any additional increases in working capital and capital
expenditures for at least the next 12 months.  There can be no
assurance, however, that these resources will be sufficient to
meet the company's needs.  Blount said it may also consider other
options available in connection with future liquidity needs,
including the potential extension of the revolving credit facility
beyond its maturity date.  However, any extension may result in
amendment fees, higher borrowing costs and other changes in terms
and conditions, particularly in light of recent developments in
the world-wide credit markets.


BNY CONVERGEX: S&P Puts 'B+' Counterparty Credit Rating
-------------------------------------------------------
Standard & Poor's Rating Services said that it revised its outlook
on BNY ConvergEx Group LLC to stable from negative.  The action
reflects the successful integration of LiquidPoint, which
ConvergEx acquired in June 2007.  While this contributed to
ConvergEx's heavy debt burden, the company's financial profile has
modestly improved over the past year.  The counterparty credit
rating is 'B+/Stable'.

"Our ratings on ConvergEx continue to be based on the company's
low-risk agency-only business model, which is countered by its
very aggressive financial profile, as reflected in negative
tangible equity, weak interest coverage, and high debt level,"
said Standard & Poor's credit analyst Robert Hoban.

ConvergEx was formed in October 2006 in a highly leveraged
transaction.  The company continues to carry a heavy debt load,
tangible equity remains negative, and interest coverage remains
weak.  That said, the company's financial profile has improved
modestly in the past year, due to both the firm's continued growth
and some reduction in its net debt.  Interest coverage has
improved, but remains weak at 2.2x EBITDA.  In particular, the
lack of tangible equity is a concern because of ConvergEx's need
to maintain adequate regulatory capital at its broker-dealer
subsidiaries.  S&P considers ConvergEx's liquidity profile to be
adequate for the rating.

The company's two main business lines are: institutional, agency-
only equity and options trading; and providing order management
software systems to traders.  In addition to ConvergEx being one
of the largest independent agency-only equity trading shops, it
also has a few additional and well-positioned niche brokerage
businesses, which are meaningful contributors to revenues.
Competition in the agency segment is quite diverse and likely
poised to consolidate.

S&P views the agency-only broker model as having inherently lower
risk since it involves no proprietary trading nor does it require
a securities inventory.  Almost all of ConvergEx's revenue comes
from transactional business tied to highly cyclical and volatile
equity and options trading.  Nonetheless, the agency-only model --
in addition to providing expense flexibility -- allows ConvergEx
to earn stable, relatively low-risk returns.  This stability
alleviates some of S&P's concern over the company's aggressive
financial profile and lack of tangible equity.

"The stable outlook incorporates S&P's expectation that ConvergEx
will continue to produce stable earnings; post modest interest
coverage; gradually reduce net debt; and maintain prudent
liquidity.  Should ConvergEx exceed projected debt reductions and
materially improve its interest coverage, the ratings could be
raised.  Conversely, the ratings could be lowered if the liquidity
profile or interest coverage deteriorate," Mr. Hoban added.


BOMBARDIER RECREATIONAL: Moody's Cuts CFR to B3; Outlook Stable
---------------------------------------------------------------
Moody's Investors Service downgraded Bombardier Recreational
Products Inc.'s Corporate Family rating and Probability of Default
rating to B3 from B1 as a result of the sharp downturn in consumer
spending and the associated deterioration in the company's
expected operating performance.  The rating on BRP's senior
secured revolver was also lowered to B1 from Ba2 while the rating
on its senior secured term loan was lowered to B3 from B1.  The
outlook is stable.

Downgrades:

Issuer: Bombardier Rec Products, Inc.

  -- Corporate Family Rating, Downgraded to B3 from B1

  -- Probability of Default Rating, Downgraded to B3 from B1

  -- Senior Secured Bank Revolver, Downgraded to B1 (LGD2, 25%)
     from Ba2 (LGD 2, 26%)

  -- Senior Secured Bank Term Loan, Downgraded to B3 (LGD 4, 51%)
     from B1 (LGD 4, 54%)

Moody's expects BRP's key credit metrics will continue to
deteriorate through the next year as discretionary consumer
spending remains restrained.  The relatively high price point of
BRP's products coupled with the reduced availability of consumer
credit is likely to adversely impact BRP's operating profits
through 2009.  As a result, financial leverage, which had been a
source of strength for BRP's former rating category, may approach
6x by the end of fiscal 2010 (Fiscal Year Ending 1/31/10), in
Moody's opinion.  Free cash flow may nonetheless remain positive,
which provides support to the rating and contributes to forestall
against further downward movement at this time.  BRP's liquidity
profile provides a degree of financial flexibility and should
remain adequate through the downturn in its business.  Compliance
with the company's bank maintenance covenants could, however, be
jeopardized in the event of heightened operating pressures or
further adverse foreign exchange movements.

The stable ratings outlook considers the uncertain operating
environment but reflects Moody's expectation that the current
rating level should be sustainable despite the expected
degradation in operating results.

Moody's last rating action on BRP was on November 16, 2007 when
the company's CFR was affirmed at B1 with a negative outlook
following the postponement of a debt offering, the proceeds of
which were to be partially distributed to shareholders.

Headquartered in Valcourt, Quebec, Bombardier Recreational
Products Inc. is a leading designer, manufacturer, and distributor
of motorized recreational products worldwide.


BOSCOV'S INC: Court Extends Plan Filing Period Until April 1
------------------------------------------------------------
Boscov's Inc. received a four-month extension of its deadline to
file a plan of reorganization.

According to court documents, Judge Kevin Gross of the U.S.
Bankruptcy Court for the District of Delaware gave the Debtor
until April 1 to submit a plan.  The period that prohibits
creditors from filing a competing plan expired Dec. 2.

On November 21, Judge Gross approved the sale of the Debtor's
assets to a family group led by former company chairman Albert
Boscov and former company executive Edwin Lakin.  The deal, valued
at $300 million, was completed earlier this month.

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

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

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

Boscov's listed assets of $318.9 million against debt totaling
$412.8 million.  Secured creditors are owed $196.2 million.

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


BOSTON CITY: Moody's Downgrades Rating on Revenue Bonds to 'B3'
---------------------------------------------------------------
Moody's has downgraded the rating on the City of Boston Industrial
Development Financing Authority's $34.3 million Senior Revenue
Bonds (Crosstown Center Project) Series 2002 to B3 from Ba3.  The
outlook for the Crosstown Center Project is negative.  According
to Moody's, the financial and operating performance of the hotel
is significantly weaker than original forecast and continues to
deteriorate.  The hotel has had to rely on operating and surplus
reserves to pay subordinate debt service.  As a result, these
funds are nearly depleted. Based on recent performance, Moody's
says that it is likely that the debt service reserve fund will be
drawn on to pay debt service in 2009.

The bonds were issued in 2002 to finance a portion of the costs of
constructing a 175-room Hampton Inn and Suites limited service
hotel and a 650-space garage located directly off, and visible
from, the Southeast Expressway at Massachusetts Avenue and near a
large medical community in the City of Boston.  The project opened
for business in July 2004, and thus far room rentals and revenues
are significantly lower than original forecast.  The bonds are
secured by a pledge of net revenues that are generated primarily
from the operation of the hotel and parking garage, as well as
debt service reserves and various other reserves.

Since opening, the project has consistently performed
significantly weaker than expected.  Hotel room demand never
reached original expectations due to the continued expansion of
the Boston hotel supply and the economic slowdown.  In addition,
the hotel lost the operator of the Ground Round Restaurant in
2007, which made it less attractive than other neighboring hotels
with a restaurant.  In September 2008, the hotel signed a lease
with Rudi's Restaurant, which is expected to bring in more hotel
traffic.

If the project fails to fund debt service requirements from
current year's net revenues as expected, then no cash will be
available to fund the renewal and replacement accounts that are
critical to the hotel's long-term financial and operating success.
Without regular deposits to these accounts, the project would lack
the resources needed for reinvestments in furniture, fixtures and
equipment that are needed to maintain a competitive position and
ensure continued high quality service.

As of October 2008, hotel operator, Corcoran Jennison Hospitality
(Corcoran Jennison), projects 2008 occupancy and average daily
room rates to equal 78.8% and $144.55, respectively, resulting in
RevPAR of $113.87.  Corcoran Jennison anticipates net operating
income to equal $2.76 million for year-end 2008 lower than the
$2.99 million achieved in 2007, but more than 50% lower than the
original 2008 forecast.  Operating profit is based on several
sources of revenue including room revenue, garage revenue,
telephone revenue, and retail revenue.  Hotel room revenue is the
largest source of revenue at 76.2% of total revenue; followed by
garage revenue of 19.1%, and retail leases at 4.6%.

The garage revenue provides stability to the overall revenues,
since 85% of the garage spaces are leased under a long-term
contract to the Medical Academic and Scientific Organization, Inc.
MASCO (rated A1) provides a variety of services, including parking
to 19 education and health care organizations located in Boston.
MASCO arranged the lease primarily to serve employees at Beth
Israel, Brigham and Woman's Hospital and the Dana-Farber Cancer
Institute.

Based on October 2008 results, debt service coverage is expected
to equal 1.07 times (x) debt service in 2008 compared to 1.10x in
2007.  In accordance with the Trust Agreement requirement,
management hired a management consultant to make recommendations
regarding rates and other hotel operations.

The hotel benefits from its proximity to the Boston Medical
Center, which generates demand from patients and families,
visiting doctors and visiting sales people.  Area attractions
include Symphony Hall, the Back Bay area, and Northeastern
University.  It is approximately one mile from the City's
convention center and approximately ten minutes from Logan
Airport.  The hotel is located in the Boston Empowerment Zone on
land leased from the Boston Redevelopment Authority for a term of
65 years.  The project has limited financial sponsorship by the
City of Boston, thereby providing limited incentive to intervene
if the hotel's financial performance continues to deteriorate.

Crosstown Center Project Series 2002 bond rating was assigned by
evaluating factors believed to be relevant to the credit profile
of the Crosstown Center Project such as i) the business risk and
competitive position of the issuer versus others within its
industry or sector, ii) the capital structure and financial risk
of the issuer, iii) the projected performance of the issuer over
the near to intermediate term, and iv) the issuer's history of
achieving consistent operating performance and meeting budget or
financial plan goals.  These attributes were compared against
other issuers both within and outside of the Crosstown Center
Project's core peer group and the Series 2002 bond ratings are
believed to be comparable to ratings assigned to other issuers of
similar credit risk.

The last rating action was on February 4, 2005 when the ratings of
the Series 2002 bonds were downgraded to Ba3 with a negative
outlook.


BOSTON GENERATING: Moody's Junks 2nd Lien Sr. Secured Rating
------------------------------------------------------------
Moody's Investors Service downgraded the 1st lien senior secured
rating of Boston Generating, LLC (Boston Gen), to B3 from B1 and
downgraded the 2nd lien senior secured rating to Caa2 from B3. The
outlook is negative. This concludes the review initiated on
August 1, 2008.

The affected 1st lien facilities are an approx. $1.1 billion
senior secured term loan B due 2013; a $250 million senior secured
synthetic letter of credit due 2013, and a $70 million senior
secured revolving credit facility due 2013. The affected 2nd lien
facility is a $350 million senior secured term loan C due 2014.

The downgrade reflects the deterioration in Boston Generating's
cash flow, which has resulted in poor financial performance
relative to Moody's expectations. Financial performance has
deteriorated primarily because of a difficult operating profile,
exposure to volatile natural gas pricing, and especially an
uneconomic hedging arrangement. In addition, low off-peak spark
spreads primarily caused by prices being set by lower cost
baseload resources in NEPOOL have resulted in lower than
forecasted net energy revenues. Furthermore, one of the plants in
the portfolio (Mystic 7) is generating cash flow much below
expectations due to in-state transmission that came online in
2007. These factors have contributed to the project's lower than
forecasted cash flow over the last year. Moreover, these reduced
levels of cash flow are not expected to recover without a
restructuring of the current operating profile, which will likely
include a restructuring or termination of the hedging agreements.
The level of leverage on this project is simply not supportable
with the existing level of cash flow.

Furthermore, the downgrade reflects decreased cash flow caused by
operational difficulties and a lower than expected fleet-wide
capacity factor. Operational difficulties are best demonstrated by
declining availability at the largest units, Mystic 8 and 9, as
well as a failed rotor in turbine 11 at Fore River. Availability
at Mystic 8 and 9 has averaged 75% through October 2008, whereas
availability was nearly 85% for full year 2007. In addition,
capacity factors are lower than projected because of the
concentration of combined cycle power generation assets that sell
into the Boston load pocket and the recent installation of the
345kv NSTAR transmission line which has decreased the capacity
factor at Mystic 7. Moody's notes, however, that while earnings
expectations are significantly reduced, the levels expected in
2009 are reflective of the difficult operating profile imposed
upon the Boston Gen by its need to operate uneconomically during
off-peak periods. Boston Gen often runs during off-peak periods so
that it can be prepared to run in the event the heat rate call
option under the hedge is exercised.

As a result, the minimum interest coverage and maximum leverage
covenants are experiencing severe pressure from lower levels of
compliance EBITDA. The project has been able to meet its minimum
1.10x interest coverage ratio and maximum 11.0x senior debt to
EBITDA ratio tests to date due to a contribution from a restricted
contingency cash reserve at the project level. This reserve is
forecasted to be fully exhausted in the second quarter of 2009 in
order to ensure compliance with the aforementioned covenants. As a
result, the project is in danger of incurring a covenant default
by the end of the second quarter of 2009. Specifically, the senior
debt to EBITDA ratio is projected to exceed the covenanted maximum
by the end of the second quarter, which steps down to 10.0x (from
11.0x) for the rolling 12 months ending that quarter. In addition,
there is the possibility of an actual interest payment default
later in 2009, based upon the current forecast.

Moody's recognizes that the project is considering options that
may improve its financial and operating performance and enhance
its liquidity. There are pockets of liquidity that could enable
the project to get through 2009 and allow it time to realize on
its options. Currently, there is $26.3 million in the contingency
cash reserve and availability under the $70 million revolving
credit facility, of which $28 million is available. In addition,
there is a 6-month debt service reserve letter of credit. The
options for the project to consider are the termination of the
uneconomic hedge, deferral of the purchase of CO2 emissions
allowances, release of counterparty L/C collateral requirements
and therefore realize some cost savings (and the sharing of
alternate forms security with these counterparties in exchange for
the LC release), the infusion of additional equity from the
holding company and/or private equity owners of the project, or a
combination thereof. Some of these options will require lender
approval to implement. The rating could go down further if none of
these options materialize and if the probability of an actual
payment default increases. Moody's will monitor developments
closely, including the implementation of a lender consent or
amendment.

The negative outlook incorporates the uncertainty that the project
will be able to avoid a default in 2009 and the fact that cash
flow will still be under pressure in 2010.

The last rating action was on August 1, 2008, when the ratings of
Boston Gen were put on review for possible downgrade.

Boston Gen is a 2,970 MW natural gas--fired portfolio of assets
that sells power into the New England Power Pool. The assets are
located in close proximity to the Boston metro area. Boston Gen is
indirectly owned by the US Power Generating Company.


BRINKER INTERNATIONAL: Moody's Cuts Senior Notes Rating to 'Ba2'
----------------------------------------------------------------
Moody's Investors Service lowered the rating of Brinker
International, Inc.'s $300 million senior unsecured notes to Ba2
(LGD6, 90%) from Baa3.  In addition, Moody's assigned Brinker a
corporate family and probability of default rating of Ba1.  The
ratings outlook is stable.

The downgrade reflects Brinker's weaker than expected operating
performance and debt protections measures that are not
representative of a Baa3 rating.  In addition, Moody's believes
the weak macro-economic environment will continue to pressure
operating performance and make it challenging for the company to
materially improve debt protection measures over the intermediate
term.

Ratings downgraded are;

  -- $300 million senior unsecured notes due June 2014 lowered to
     Ba2 (LGD6, 90%) from Baa3

Ratings assigned are;

  -- Corporate family rating of Ba1
  -- Probability of default rating of Ba1

The outlook is stable.

The Ba1 corporate family rating reflects Brinker's reasonable debt
protection measures for the Ba1 rating, strong brand awareness,
meaningful scale, solid geographic diversity, and good liquidity.
However, the rating also reflect Brinker's weak traffic patterns
and relatively weak operating performance over the past year, as
well as increasing competition and high operating costs that will
not likely abate over the intermediate term.

The Ba2 rating on the senior unsecured notes is one notch below
the corporate family rating.  This reflects the fact that the
notes do not carry any upstream guarantees from operating
subsidiaries, as opposed to Brinker's $300 million senior
unsecured revolving credit facility and $400 million senior
unsecured term loan, both of which do receive such upstream
guarantees.

The stable outlook reflects Moody's expectation that debt
protection measures should remain reasonable for the current
ratings.  A stable outlook also assumes Brinker successfully
enters into a new revolving credit facility in the near term on
reasonable terms and maintains good liquidity with the ability to
meet all cash requirements.

Moody's last rating action for Brinker occurred on October 15,
2008, when the company was placed on review for possible
downgrade.

Brinker International, Inc., owns, operates, and franchises
several casual dining concepts including Chili's Grill & Bar,
Romano's Macaroni Grill, On The Border Mexican Grill & Cantina,
and Maggiano's Little Italy.  Total revenues in the fiscal year
ended June 28, 2008 were approximately $4.2 billion.


CANNERY CASINO: S&P Keeps B+ Corp. Credit Rating on Positive Watch
------------------------------------------------------------------
Standard and Poor's Rating Services' 'B+' corporate credit rating
on Las Vegas-based Cannery Casino Resorts, along with all issue-
level ratings on the company, remains on CreditWatch with positive
implications, where it was placed Dec. 12, 2007, following the
announcement that Crown Ltd. (BBB/Negative/A-3) would acquire
Cannery for approximately
$1.8 billion.  The sale is expected to close in early 2009,
following the licensing approval of Crown by regulators in Nevada
and Pennsylvania.

In resolving the CreditWatch listing, S&P will continue to monitor
developments associated with the planned acquisition of the
company.  Upon completion of the sale, from which a portion of the
proceeds is expected to be used to repay all debt balances
outstanding, S&P would withdraw its ratings on Cannery.


CAPITAL AUTOMOTIVE: Bank Loan Continues to Sell at Discount
-----------------------------------------------------------
Participations in a syndicated loan under which Capital Automotive
REIT is a borrower traded in the secondary market at 39.75 cents-
on-the-dollar during the week ended December 19, 2008, according
to data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents an increase of 2.85 percentage
points from the previous week, the Journal relates.  The
syndicated loan matures on December 16, 2010, and Capital
Automotive pays 175 basis points over LIBOR to borrow under the
facility.  The bank loan carries Moody's Ba1 rating and Standard &
Poor's BB+ rating.

As reported by the Troubled Company Reporter on December 2,
participations in the bank loan traded in the secondary market at
41.90 cents-on-the-dollar during the week ended November 28, 2008,
representing a drop of 6.10 percentage points from the previous
week.

Capital Automotive -- http://www.capitalautomotive.com/--
headquartered in McLean, Virginia, is a self-administered, self-
managed real estate investment trust.  Formed in 1997, Capital
Automotive acquires real property and improvements used by
operators of multi-site, multi-franchised automotive dealerships
and related businesses.  The specialty finance company has more
than $3.8 billion invested in more than 590 automotive franchise
facilities, and more than 17.5 million square feet of buildings on
more than 3,100 acres in 38 states and Canada.

Capital Automotive common shareholders voted on December 14, 2005,
to approve the Agreement and Plan of Merger among the company,
Capital Automotive L.P., Flag Fund V LLC, a Delaware limited
liability company, CA Acquisition REIT, a Maryland real estate
investment trust, and CALP Merger LP, a Delaware limited
partnership, and approve the merger, pursuant to which Flag Fund
will acquire the company and its subsidiaries.


CD 2007-CD4: Moody's Downgrades Ratings on 12 Classes of Notes
--------------------------------------------------------------
Moody's Investors Service downgraded the ratings of 12 classes and
affirmed 16 classes of CD 2007-CD4 Commercial Mortgage Trust,
Commercial Mortgage Pass-Through Certificates, Series CD 2007-CD4
and placed 12 classes on review for possible downgrade:

  -- Class A-1, $74,554,374, affirmed at Aaa; previously assigned
     Aaa on 4/10/2007

  -- Class A-2A, $100,000,000, affirmed at Aaa; previously
     assigned Aaa on 4/10/2007

  -- Class A-2B, $1,066,703,000, affirmed at Aaa; previously
     assigned Aaa on 4/10/2007

  -- Class A-3, $464,222,000, affirmed at Aaa; previously assigned
     Aaa on 4/10/2007

  -- Class A-SB, $161,959,000, affirmed at Aaa; previously
     assigned Aaa on 4/10/2007

  -- Class A-4, $1,737,121,000, affirmed at Aaa; previously
     assigned Aaa on 4/10/2007

  -- Class A-1A, $996,381,297, affirmed at Aaa; previously
     assigned Aaa on 4/10/2007

  -- Class A-MFX, $594,982,000, affirmed at Aaa; previously
     assigned Aaa on 4/10/2007

  -- Class A-MFL, $65,000,000, affirmed at Aaa; previously
     assigned Aaa on 4/10/2007

  -- Class XC, Notional, affirmed at Aaa; previously assigned Aaa
     on 4/10/2007

  -- Class XP, Notional, affirmed at Aaa; previously assigned Aaa
     on 4/10/2007

  -- Class XW, Notional, affirmed at Aaa; previously assigned Aaa
     on 4/10/2007

  -- Class A-J, $585,733,000, affirmed at Aaa; previously assigned
     Aaa on 4/10/2007

  -- Class B, $41,249,000, affirmed at Aa1; previously assigned
     Aa1 on 4/10/2007

  -- Class C, $90,748,000, affirmed at Aa2; previously assigned
     Aa2 on 4/10/2007

  -- Class D, $57,748,000, affirmed at Aa3; previously assigned
     Aa3 on 4/10/2007

  -- Class E, $41,249,000, downgraded to A2 from A1; on review for
     possible downgrade; previously assigned A1 on 4/10/2007

  -- Class F, $49,498,000, downgraded to A3 from A2; on review for
     possible downgrade; previously assigned A2 on 4/10/2007

  -- Class G, $65,999,000, downgraded to Baa1 from A3; on review
     for possible downgrade; previously assigned A3 on 4/10/2007

  -- Class H, $74,248,000, downgraded to Baa2 from Baa1; on review
     for possible downgrade; previously assigned Baa1 on 4/10/2007

  -- Class J, $65,998,000, downgraded to Baa3 from Baa2; on review
     for possible downgrade; previously assigned Baa2 on 4/10/2007

  -- Class K, $74,248,000, downgraded to Ba1 from Baa3; on review
     for possible downgrade; previously assigned Baa3 on 4/10/2007

  -- Class L, $24,749,000, downgraded to Ba3 from Ba1; on review
     for possible downgrade; previously assigned Ba1 on 4/10/2007

  -- Class M, $16,499,000, downgraded to B1 from Ba2; on review
     for possible downgrade; previously assigned Ba2 on 4/10/2007

  -- Class N, $16,500,000, downgraded to B2 from Ba3; on review
     for possible downgrade; previously assigned Ba3 on 4/10/2007

  -- Class O, $16,500,000, downgraded to Caa1 from B1; on review
     for possible downgrade; previously assigned B1 on 4/10/2007

  -- Class P, $8,249,000, downgraded to Caa2 from B2; on review
     for possible downgrade; previously assigned B2 on 4/10/2007

  -- Class Q, $16,500,000, downgraded to Ca from B3; on review for
     possible downgrade; previously assigned B3 on 4/10/2007

Moody's downgraded Classes E, F, G, H, J, K, L, M, N, O, P and Q
due to the overall decline in pool performance, increased
dispersion of loan credit quality and anticipated losses from
loans in special servicing.  Moody's weighted average conduit loan
to value ratio is 119% compared to 110% at securitization.
Approximately 42% of the conduit pool has a LTV in excess of 120%
compared to 20% at securitization.

Moody's placed Classes E, F, G, H, J, K, L, M, N, O, P and Q on
review for possible downgrade due to uncertainty regarding the
workout strategy and potential loss from the Riverton Apartments
Loan, which is currently in special servicing.

As of the December 12, 2008 distribution date, the transaction's
aggregate certificate balance has decreased by less than 1% to
$6.62 billion from $6.64 billion at securitization.  The
Certificates are collateralized by 379 mortgage loans ranging in
size from less than 1% to 6% of the pool, with the top 10 loans
representing 40% of the pool.  The pool contains three loans,
representing 16% of the pool, with underlying ratings.

The pool has not experienced any losses since securitization.
There are four loans, representing 3.6%, currently in special
servicing.  The largest specially serviced loan is the Riverton
Apartments Loan ($225.0 million -- 3.4%), which is secured by a
1,228 unit apartment complex located in the Morningside Heights
submarket in New York City.  The loan was transferred to special
servicing in August 2008 due imminent default.  The loan is
currently less than 30 days delinquent.  The complex is undergoing
a renovation and conversion of rent regulated units to market
rents, but the conversion is proceeding at a slower pace than
expected.  At securitization, reserves totaling $48.3 million were
established for debt service shortfalls and renovation of the
property.  Currently, the debt service reserve has been depleted
and approximately $10.8 million remains in the building
improvement and unit renovation reserve.  In addition to the first
mortgage loan, there is a $25.0 million mezzanine loan secured by
a pledge of equity interests in the borrower.  Moody's current
analysis reflects a slower rate of conversion of units to market
rents, higher operating expenses and a lower market rental growth
rate.  Moody's current LTV for this loan is 174% compared to 93%
at securitization.  Moody's will continue to monitor the special
servicer's resolution strategies for this loan. For the remaining
specially serviced loans, Moody's is estimating a loss of
approximately $4.1 million.

Seventy-one loans, representing 22% 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 partial and full-year year 2007 and
partial-year 2008 operating results for 92% and 56% of the pool,
respectively.

The largest loan with an underlying rating is the Ala Moana
Portfolio Loan ($404.4 million -- 6.1%), which represents a pari
passu interest in a $1.2 billion first mortgage loan.  The loan is
secured by a two million square foot regional mall and office
component located in Honolulu, Hawaii.  The mall is dominant
within its trade area and is considered the world's largest open-
air shopping center.  The property recently underwent an expansion
to include a 200,000 square foot Nordstrom department store as
well as 100,000 square feet of additional retail space.  The
revenue projected from the expansion space, which opened for
operation during the first quarter of 2008, was accounted for at
securitization and has been achieved.  The loan is interest only
for its entire five-year term.  The loan sponsor is GGP Limited
Partnership (senior unsecured shelf rating (P) Ca, on review for
possible downgrade).  Moody's current underlying rating is A3, the
same as at securitization.

The second largest loan with an underlying rating is the 9 West
57th Street Loan ($400.0 million -- 6.0%), which is secured by a
1.6 million square foot Class A trophy-quality office building
located in the Plaza District office submarket of Manhattan.  The
property had been 84% occupied until October 2008, when Banc of
America Securities LLC, which occupied 37% of the property,
vacated at the expiration of its lease.  The Plaza District office
submarket remains one of the strongest in Manhattan, with an
estimated third quarter 2008 Class A vacancy of 6% and asking rent
of $95 per square foot.  Due to the strength of the office
submarket and the quality of the property and tenancy, Moody's
anticipates that the property will be able to achieve market
occupancy and rent levels.  The loan sponsor is Sheldon H. Solow.
The loan is interest only for its entire five-year term.  Moody's
current underlying rating is Aaa, the same as at securitization.

The third largest loan with an underlying rating is the One World
Financial Center Loan ($257.0 million -- 3.9%), which represents
the pooled portion of a $297.5 million first mortgage loan.  The
loan is secured by a 1.6 million square foot office building
located in the Battery Park office submarket of Manhattan.  The
property's largest tenant is Cadwalder, Wickersham & Taft, which
occupies 33% of the premises through January 2025.  Lehman
Brothers, which had occupied 7% of the premises, declared
bankruptcy protection on September 15, 2008 and rejected its lease
in October 2008.  Much of its space had previously been subleased
to other tenants.  Although the property's performance has been
relatively stable since securitization, Moody's anticipates
weakening of the downtown Manhattan office market in 2009.  The
loan sponsor is Brookfield Financial Properties, LP.  The loan is
interest only for its entire 10-year term.  Moody's current
underlying rating is Baa3 compared to Baa2 at securitization.

The three largest conduit loans represent 12.3% of the pool.  The
largest loan is the Mall of America Loan ($306.0 million -- 4.6%),
which represents a pari passu interest in a $755.0 million first
mortgage loan.  The loan is secured by the borrower's interest in
a 2.8 million square foot regional mall/entertainment center
located in Bloomington, Minnesota.  The mall is anchored by
Macy's, Bloomingdales, Nordstrom and Sears, as well as a variety
of entertainment venues.  Moody's LTV is 98%, essentially the same
as at securitization.

The second largest loan is the Citadel & Arkansas Malls Portfolio
Loan ($261.6 million -- 4.0%), which is secured by the borrower's
interest in two regional malls located in Arkansas (Northwest
Arkansas Mall) and Colorado (Citadel Mall).  The Citadel Mall is
anchored by Dillard's, Macys, J.C. Penney and Burlington Coat
Factory.  The mall occupancy was 97% as of September 2008,
essentially the same as at securitization.  The Northwest Arkansas
Mall is anchored by Dillard's, J.C. Penny and Sears.  The mall
occupancy was 96% as of September 2008 compared to 99% at
securitization.  Performance has been negatively impacted by
decline in revenues at the Arkansas Mall as well as an increase in
operating expenses. The loan is interest only for the entire 10-
year term.  Moody's LTV is 131% compared to 119% at
securitization.

The third largest loan is the Four Seasons Resort Maui Loan
($250.0 million -- 3.8%), which is secured by a 380 room luxury
hotel located in Wailea, Hawaii.  The hotel's performance improved
from securitization through the end of 2007, however it began to
experience a significant decline in performance beginning in the
third quarter of 2008.  Moody's expects continued weakening in the
hotel sector in 2009.  Moody's LTV is 172% compared to 148% at
securitization.

Moody's monitors transactions on both a monthly basis through two
sets of quantitative tools: MOST(R) (Moody's Surveillance Trends)
and CMM on Trepp, and a periodic basis through a full review.
Moody's prior full review is summarized in a Pre-Sale Report dated
March 6, 2007.


CD COMMERCIAL: Fitch Maintains Low-B Ratings on Three Classes
-------------------------------------------------------------
Fitch Ratings maintains four classes of CD Commercial Mortgage
Trust, series 2007-CD4, commercial mortgage pass-through
certificates on Rating Watch Negative:

  -- $74,248,000 class K at 'BBB-'; Rating Watch Negative;
  -- $24,749,000 class L at 'BB+'; Rating Watch Negative ;
  -- $16,499,000 class M at 'BB'; Rating Watch Negative ;
  -- $16,500,000 class N at 'BB-'; Rating Watch Negative.

In addition, Fitch affirms and maintains Rating Outlooks on these
classes:

  -- $74,554,374 class A-1 at 'AAA'; Outlook Stable;
  -- $100,000,000 class A-2A at 'AAA'; Outlook Stable;
  -- $1,066,703,000 class A-2B at 'AAA'; Outlook Stable;
  -- $464,222,000 class A-3 at 'AAA'; Outlook Stable;
  -- $161,959,000 class A-SB at 'AAA'; Outlook Stable;
  -- $1,737,121,000 class A-4 at 'AAA'; Outlook Stable;
  -- $996,381,297 class A-1A at 'AAA'; Outlook Stable;
  -- $594,982,000 class A-MFX at 'AAA'; Outlook Stable;
  -- $65,000,000 class A-MFL at 'AAA'; Outlook Stable;
  -- $585,733,000 class A-J at 'AAA'; Outlook Stable;
  -- Interest Only class XP at 'AAA' Outlook Stable;
  -- Interest Only class XC at 'AAA'; Outlook Stable;
  -- Interest Only class XW at 'AAA'; Outlook Stable;
  -- $41,249,000 class B at 'AA+'; Outlook Stable;
  -- $90,748,000 class C at 'AA'; Outlook Stable
  -- $57,748,000 class D at 'AA-'; Outlook Stable;
  -- $41,249,000 class E at 'A+'; Outlook Negative;
  -- $49,498,000 class F at 'A'; Outlook Negative;
  -- $65,999,000 class G at 'A-'; Outlook Negative;
  -- $74,248,000 class H at 'BBB+'; Outlook Negative;
  -- $65,998,000 class J at 'BBB'; Outlook Negative;
  -- $40,500,000 class WFC-X at 'BBB+'; Outlook Stable;
  -- $7,700,000 class WFC-1 at 'BBB+'; Outlook Stable;
  -- $8,700,000 class WFC-2 at 'BBB'; Outlook Stable;
  -- $24,100,000 class WFC-3 at 'BBB-'; Outlook Stable.

The $16,500,000 class O, $8,249,000 class P, $16,500,000 class Q,
and $74,248,279 class S are not rated by Fitch.

The Rating Watch Negative designations are maintained following a
review of the transaction. Fitch's analysis of the Riverton loan
(3.3%) and the possible losses to it are unchanged since its last
rating action in October 2008.  Modification discussions continue
between the special servicer, the current borrower and mezzanine
lender.  The mezzanine lender, Realty Finance Corp., has recently
exercised their right to initiate foreclosure proceedings and may
assume control and sell the loan.  Although Fitch expects a loan
workout to be the ultimate resolution, conservative losses of 50%
on the total debt of the loan were assumed to stress the
transaction.  Fitch will continue to monitor the progress of the
potential loan modification and valuation.

The affirmations are the result of sufficient credit enhancement
to the investment grade classes.  The Rating Outlooks reflect the
likely direction of any rating changes over the next one to two
years.  As of the December 2008 distribution date, the pool's
certificate balance has decreased 0.3% to $6.58 billion from
$6.6 billion at issuance.

There are currently three additional loans (0.2%) in special
servicing.  The second largest specially serviced loan (0.1%) is
secured by a 30,235 square foot retail property in Mesa, Arizona.
The loan transferred to special servicing in October 2008 for
imminent default.  The servicer is currently exploring workout
options.

The third largest specially serviced loan (0.1%) is secured by a
28,920 sf industrial property located in Glendale, California.
The loan transferred to special servicing in November 2008, and
the property is currently 100% vacant.

Three loans maintain their investment grade shadow ratings: Nine
West 57th Street (6.1%), Ala Moana Portfolio (6.1%), and One World
Financial Center (4.7%).

Nine West 57th Street is a 1.6 million square foot office building
located in midtown New York City.  The loan is interest-only with
a coupon of 5.17% and a maturity date in 2012.  The largest
tenant, Bank of America (40% of the net rentable area), vacated
their space Oct. 31, 2008 at their lease expiration.  Per the
servicer, there are a couple of prospective tenants for the vacant
space. Given the strong location in the Plaza District submarket
of Manhattan, the high quality of the asset, and the below market
rent of approximately half of Bank of America's space per Torto
Wheaton Research, the loan maintains its investment grade shadow
rating.  Fitch will monitor the status of the re-leasing of vacant
space.

The Ala Moana Portfolio is secured by the fee interest in a
1.9 million sf retail and office development in Honolulu, Hawaii.
Ala Moana Center is one of the most productive retail assets in
the nation, with sales for in-line tenants consistently exceeding
$1,000 per square foot.  The retail portion of the collateral is
occupied by nearly 275 tenants, while the office portion is
occupied by 184 tenants.  The mall is sponsored and operated by
General Growth Properties.  Occupancy as of June 2008 was 96%,
inline with 95.8% at issuance.  The loan is interest-only with a
coupon of 5.52% and a maturity date in 2011.

One World Financial Center is located in downtown New York City
and consists of 1.6 million sf.  Occupancy has remained stable at
96.5% as of March 2008, compared to issuance of 98%.  The loan is
interest-only with a coupon rate of 5.83% and maturity date in
2017.

There are 34 Fitch Loans of Concern, 9.5% of the pool, including
the four specially serviced loans.  The largest non-specially
serviced Loan of Concern (1.7%) is collateralized by a 493-room
hotel in Henderson, Nevada.  The servicer-reported year-end 2007
and year-to-date 2008 debt service coverage ratios are less than
1.0x at 0.78x and 0.67x, respectively.  Occupancy has declined,
mostly as a result of lower group sales business.

There are no scheduled maturities in 2008, 2009 or 2010.
Interest-only loans represent 60% of the pool, including the top
10 loans (39%) in the transaction.


CHAPARRAL ENERGY: Moody's Lowers Ratings on Senior Notes to 'Caa3'
------------------------------------------------------------------
Moody's Investors Service downgraded Chaparral Energy, Inc.'s
$325 million of senior unsecured notes due 2015 and $325 million
of senior unsecured notes due 2017 to Caa3 (LGD 5, 76%) from Caa1
(LGD 5, 75%).  Moody's also downgraded Chaparral's Corporate
Family Rating to Caa2 from B3, its Probability of Default Rating
to Caa2 from B3 and its Speculative Grade Liquidity rating from
SGL-3 to SGL-4.  The ratings have been placed on review for
further possible downgrade.

The downgrade reflects Chaparral's lack of liquidity and
significant leverage. Presently, Chaparral has approximately
$30 million available under its $600 million borrowing base
facility.  While this $30 million could be available to be drawn
before December 31, 2008, Moody's believes that as of the first
quarter 2009 Chaparral may breach a covenant.

These rating actions follow Chaparral's termination of its
announced merger between Chaparral and Edge Petroleum Corporation.
Chaparral and Edge entered into the merger termination agreement
following the parties' conclusion that there was no reasonable
expectation that all of the closing conditions, including
financing, set forth in the merger agreement would be met on or
prior to December 31, 2008, the date on which either party could
terminate the merger agreement unilaterally.

Chaparral also executed a termination and settlement agreement
with Magnetar Financial LLC on behalf of itself and its affiliates
to terminate their previously announced stock purchase agreement
dated July 14, 2008. The stock purchase agreement provided for the
sale of 1.5 million shares of Chaparral Series B convertible
preferred stock for an aggregate purchase price of $150 million.
In conjunction with the termination of the stock agreement with
Magnetar, Magnetar will pay Chaparral a $5.0 million termination
payment, of which $1.5 million will be paid to Edge for
reimbursement of certain expenses.

The last rating action on Chaparral was on January 10, 2007, at
which time the Corporate Family and Probability of Default ratings
were downgraded to B3 and the senior unsecured note ratings was
lowered to Caa1.

Chaparral Energy, Inc. is privately held independent oil and
natural gas production As of December 31, 2007; total reserves
were approximately 987 bcfe (164 MMboe) with average daily
production of 111MMcfe per day (18.5 Mboe/d).


CHAPRRAL ENERGY: S&P Cuts Corporate Credit Rating to 'CCC+'
-----------------------------------------------------------
Standard & Poor's Ratings Services said it removed the ratings on
exploration and production company Chaparral Energy Inc. from
CreditWatch with negative implications, where they were placed on
Nov. 14, and lowered the corporate credit rating to 'CCC+' from
'B'.  These rating actions follow the announcement that the
proposed merger agreement between Oklahoma City, Oklahoma-based
Chaparral and Edge Petroleum has been terminated.  The outlook is
developing.

"The ratings on Chaparral reflect near-term concerns about its
weak liquidity, potential for covenant violations, and a lack of
flexibility in its capital structure brought on by its very high
debt leverage," said Standard & Poor's credit analyst Paul B.
Harvey.


CHARTER COMMUNICATIONS: Bank Loan Sells at Substantial Discount
---------------------------------------------------------------
Participations in a syndicated loan under which Charter
Communications is a borrower traded in the secondary market at
69.60 cents-on-the- dollar during the week ended December 19,
2008, according to data compiled by Loan Pricing Corp. and
reported in The Wall Street Journal.  This represents an increase
of 5.94 percentage points from the previous week, the Journal
relates.  The syndicated loan matures on March 6, 2014, and
Charter Communications pays 200 basis points over LIBOR to borrow
under the facility.  The bank loan carries Moody's B1 rating and
Standard & Poor's B+ rating.

Headquartered in St. Louis, Missouri, Charter Communications Inc.
(Nasdaq: CHTR) -- http://www.charter.com/-- is a broadband
communications company and the third-largest publicly traded cable
operator in the United States.  Charter provides a full range of
advanced broadband services, including advanced Charter Digital
Cable(R) video entertainment programming, Charter High-Speed(R)
Internet access, and Charter Telephone(R).  Charter Business(TM)
similarly provides broadband communications solutions to business
organizations, such as business-to-business Internet access, data
networking, video and music entertainment services, and business
telephone.  Charter's advertising sales and production services
are sold under the Charter Media(R) brand.

As reported by the Troubled Company Reporter on Nov. 11, 2008,
Charter Communications' balance sheet at Sept. 30, 2008, showed
total assets of $15.1 billion, total liabilities of
$23.9 billion, resulting in a shareholders' deficit of
$8.8 billion.

Charter Communications has asked its financial advisor, Lazard
LLC, to initiate discussions with the company's bondholders about
financial alternatives to improve the company's balance sheet.


CHEM RX: Moody's Downgrades Corporate Family Rating at 'B3'
-----------------------------------------------------------
Moody's Investors Service lowered Chem Rx Corporation's corporate
family rating to B3 from B2.  Moody's also lowered the rating on
the company's first lien senior secured credit facilities to B2
from B1 and the rating on the second lien term loan to Caa2 from
Caa1.  As part of this action, Moody's also affirmed the company's
SGL-4 speculative grade liquidity rating.  The ratings outlook
remains negative.

The downgrade of the corporate family reflects Chem Rx's weaker
than expected operating performance relative to Moody's
expectations.  The company has incurred higher than expected
operational costs to support its growth, thus pressuring
profitability.  Additionally, the company has very limited
flexibility under the financial covenants governing its senior
secured credit facilities.  Notwithstanding these concerns, the
rating is supported by its cost reduction plans, efforts to
improve operational efficiency, its continued success growing
organic sales, and improvements in gross margins due to improved
facility utilization and increased distribution of generic drugs.

The affirmation of the SGL-4 speculative grade liquidity rating
incorporates Moody's view that the company's liquidity profile
during the next twelve months is weak due to concerns over its
ability to comply with the financial covenants in light of step-
downs and weaker than expected financial performance.

The negative outlook reflects Moody's concern over the company's
ability to timely execute on its operational improvement and cost
reduction plans given its weak liquidity profile.

These ratings were downgraded:

  -- Corporate family rating to B3 from B2;

  -- Probability-of-default rating to B3 from B2;

  -- $25 million senior secured revolving credit facility due 2012
     to B2 (LGD3, 35%) from B1 (LGD3, 38%);

  -- $80 million first lien senior secured term loan due 2013 to
     B2 (LGD3, 35%) from B1 (LGD3, 38%);

  -- $37 million second lien senior secured term loan due 2014 to
     Caa2 from (LGD5, 80%) from Caa1 (LGD5, 84%).

The last rating action was on October 21, 2008, when Moody's
downgraded Chem Rx's speculative grade liquidity rating to SGL-4
from SGL-3.  Prior to this action, on April 18, 2008, Moody's
affirmed Chem Rx's B2 corporate family rating, but revised its
ratings outlook to negative from stable.

Chem Rx's ratings were assigned by evaluating factors Moody's
believes are relevant to the credit profile of the issuer, such as
i) the business risk and competitive position of the company
versus others within its industry, ii) the capital structure and
financial risk of the company, iii) the projected performance of
the company over the near to intermediate term, and iv)
management's track record and tolerance for risk.  These
attributes were compared against other issuers both within and
outside of Chem Rx's core industry and Chem Rx's ratings are
believed to be comparable to those of other issuers of similar
credit risk.

Headquartered in Long Beach, New York, Chem Rx Corporation
provides institutional pharmacy services to skilled nursing
facilities and other long-term healthcare institutions.  For the
twelve months ended September 30, 2008, Chem Rx generated sales of
approximately $352 million.


CHLOE FOODS: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Chloe Foods Corp.
        dba Chloe Foods Manufacturing
        3301 Atlantic Ave.
        Brooklyn, NY 11208
        Tel: (718) 827-9000

Bankruptcy Case No.: 08-48650

Type of Business: The Debtor prepares and distribute food.

Chapter 11 Petition Date: December 19, 2008

Bankruptcy Court: United States Bankruptcy Court
                  Eastern District of New York (Brooklyn)

Bankruptcy Judge: Carla E. Craig

Debtor's Counsel: Ralph E. Preite, Esq.
                  rep@dmlegal.com
                  Davidoff Malito & Hutcher LLP
                  605 Third Avenue, 34th Floor
                  New York, NY 10158
                  Tel: (646) 428-3237
                  Fax: (212) 286-1884

The Debtor's financial condition as of October 31, 2008:

Total Assets: $36,930,161

Total Debts: $31,648,828

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

The petition was signed by president Annette Apergis.


CHRYSLER LLC: Fitch Downgrades IDR to 'C'; Default Imminent
-----------------------------------------------------------
Fitch Ratings has downgraded the Issuer Default Rating of Chrysler
to 'C', indicating that default is imminent.  The rating action
reflects the terms of the federal government assistance, which
include a reduction in the company's current debt load.

Although the mechanics of how this will take place are uncertain,
debt reduction is expected to take the form of a distressed debt
exchange, which is a default under Fitch's methodology.  The
ability of Chrysler to use equity to address debt and VEBA
obligations is very limited given the size of the obligations and
Chrysler's limited enterprise value.  The threat of a bankruptcy
remains, given the terms of the federal assistance, and the
maturity.  Fitch expects the current agreement will be
significantly restructured prior to its maturity.

Fitch downgrades these ratings:

Chrysler LLC

  -- IDR to 'C' from 'CCC';

  -- Senior secured first-lien bank loan to 'CC/RR3' from
     'CCC+/RR3';

  -- Senior secured second-lien bank loan to 'C/RR6' from
     'CC/RR6'


CHRYSLER LLC: Facilities' Closing Won't Affect S&P's Bond Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services said that Chrysler LLC's
(CCC+/Negative) recent announcement to close its manufacturing
facilities for one month will not immediately affect the 'BBB+'
rating on the $244 million of senior secured bonds issued by DTE
Energy Center LLC.  Similarly, S&P views the recently announced
government support of the auto industry -- including Chrysler --
as having no material positive affect on the credit quality of the
bonds.  The key risks of the DTEEC bonds to be related to
operations and credit support, neither of which have materially
changed over the past year.

DTEEC used the proceeds of the bonds, due April 30, 2024, to
finance the purchase of a portfolio of utility assets from
DaimlerChrysler, now Chrysler.  Concurrent with the purchase,
DTEEC entered into eight substantially similar utility services
agreements with Chrysler's affiliate, Utility Assets LLC, under
which it provides utility support services at certain Chrysler
manufacturing facilities.  These facilities are in Toledo, Ohio,
Kokomo, Indiana, and Detroit, Sterling Heights, and Warren,
Michigan UALLC was created to facilitate this transaction.

Daimler North America Holding Corp. (DNAHC: A-/Stable/A-2;
formerly DaimlerChrysler North America Holding Corp.)
unconditionally and absolutely guarantees Chrysler's obligations
under the USAs.  Temporary plant closures and/or workforce
reductions at Chrysler do not absolve UALLC from payment
obligations.  If UALLC cannot honor its obligations under these
agreements, or plants close permanently, the relevant USAs would
terminate and a termination payment sized to fully repay the bonds
(and provide some return to equity sponsors) would be owed by
UALLC and guaranteed by DNAHC.  Under the bond indenture, such an
event would result in a mandatory prepayment of all principal
outstanding.

Despite Daimler AG's reduced ownership stake in Chrysler, S&P
views the guarantee provided by DNAHC as sufficiently robust to
mitigate credit concerns associated with UALLC and Chrysler.
Briefly, S&P's view is influenced by the unconditional and
absolute nature of the guarantee (irrespective of essentiality of
the assets to DNAHC), the waiver of subrogation rights, set-offs,
counterclaims, etc., and the fact that the guarantee is binding on
the successors of the guarantor.  In addition, the consent to
assignment executed with DNAHC (following assignment of the
guarantee to DNAHC from DaimlerChrysler North America Holding
Corp.) prevents any modification of the guarantee without the
consent of the bond trustee.

The guarantee allows for five days of nonperformance by Chrysler,
followed by five days before DNAHC would be forced to make any
required payments.  S&P views the 10-day lag as less than ideal,
but mitigated by the fully funded debt service reserve at DTEEC.


CITI INSTITUTIONAL: Moody's Cuts Bond Credit Rating to 'Ba/MR5'
---------------------------------------------------------------
Moody's Investors Service has downgraded to Ba/MR5 from A/MR4 the
bond fund credit rating and market risk rating assigned to Citi
Institutional Enhanced Income Portfolio, which is a short-term
hub-and-spoke bond fund.

"Downgrades in the credit ratings of certain fund holdings have
affected the hub portfolio during a difficult credit cycle and on
a weighted average, maturity-adjusted basis, the hub fund's credit
quality is now consistent with a Ba rating," said Moody's Vice
President Martin Duffy.  "Bond funds rated Ba are judged to be of
investment quality similar to Ba-rated fixed income obligations-
that is, they are judged to have speculative elements."

Citi Institutional Enhanced Income Portfolio, which is not a money
market fund, is an open-end, diversified management investment
company composed of a hub portfolio, Institutional Enhanced
Portfolio, and two spoke funds, Citi Institutional Enhanced Income
Fund, a U.S. spoke fund, and Citi Institutional Enhanced Income
Fund, Ltd., a Cayman Islands spoke fund.  The hub is comprised
predominantly of floating rate asset backed and residential
mortgage backed securities as well as US government agency,
corporate and banking obligations.

"In contrast to a money market fund, which is managed to a
constant net asset value, the investment objective of the hub
portfolio and spoke funds is to provide shareholders with a higher
level of income than a money market fund and greater principal
safety and stability than a portfolio investing in intermediate
and long-term fixed-income securities," said Duffy.  "The spokes
seek to achieve their investment objective by investing all of
their investable assets in the hub portfolio."

He said the fund's sensitivity to market risks has also increased,
given the observed illiquidity in the market for structured
instruments coupled with concentrations in the fund's shareholder
base, and declines in the values of securities.

Shareholder concentrations increase the vulnerability of the fund
to shareholder redemptions, which could force it to sell
securities into illiquid markets, thereby realizing losses and so
increasing the volatility of the hub fund's net asset value.  Bond
funds rated MR5 are judged to have very high sensitivity to
changing interest rates and other market conditions.

Citi Institutional Enhanced Income Fund is advised by Legg Mason
Partners Fund Adviser with Western Asset Management Company, a
wholly owned subsidiary of Legg Mason, providing the day-do-day
portfolio management as the sub-advisor.  Western Asset and
supervised affiliates' total assets under management were
approximately $585.5 billion as of September 30, 2008.  LMPFA and
Western Asset are wholly owned subsidiaries of Legg Mason, Inc.
Legg Mason's asset management operation had aggregate assets under
management of approximately $842 billion as of the same date.

Moody's last rating action for the fund was on May 23, 2008 when
it was downgraded to A/MR4 from Aaa/MR1.


CMP SUSQUEHANNA: S&P Keeps B- Corp. Credit Rating; Outlook Neg.
---------------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
Atlanta, Georgia-based CMP Susquehanna Radio Holdings Corp. to
negative from stable.  S&P also affirmed all ratings on the
company, including the 'B-' corporate credit rating.

"The action is based on our concern that the company could violate
its leverage covenant as covenants continue to tighten,
particularly given the steep declines in operating performance and
an economic recession," said Standard & Poor's credit analyst
Jeanne Mathewson.

The reported leverage as per the covenant calculation was 9.66x as
of Sept. 30, 2008, versus the leverage ratio covenant of 10.75x,
which tightens to 10.50x at the end of the year, with an
additional three step-downs during 2009 amounting to another full
turn of leverage, to 9.50x.

The rating reflects CMP's very high leverage, unfavorable secular
trends in radio advertising, advertising cyclicality, the
potential for additional acquisitions, and a weakening market for
radio station transactions, together with an illiquid financial
market for potential buyers.  These factors are only partially
offset by the company's portfolio of large-market radio stations,
and radio broadcasting's good margin and discretionary cash flow
potential.

CMP Susquehanna was formed on May 5, 2006, when the company's
parent, Cumulus Media Partners LLC, along with a private equity
group, acquired Susquehanna Radio Corp. for $1.2 billion.  Cumulus
Media Inc. contributed four FM stations, two each in Kansas City,
Missourri and Houston, Texas, to Cumulus Media Partners LLC, the
ultimate parent company of CMP Susquehanna, in exchange for
a 25% equity interest in Cumulus Media Partners LLC.  Cumulus
Media Inc. manages Cumulus Media Partners LLC's radio assets.


COLORADO PUBLIC: Moody's Lowers Rating on $4.9 Mil. Bonds to 'Ba1'
------------------------------------------------------------------
Moody's Investors Service has downgraded the rating on Colorado
Public Radio's $4.9 million of Series 2002 bonds to Ba1 from Baa2.
The outlook is negative at the lower rating level.  The bonds were
issued through the Colorado Educational and Cultural Facilities
Authority.  The rating action reflects a significant increase in
debt related to the long-term lease of an FM radio station in
Denver, decline in unrestricted cash and investments due to
funding of a reserve fund, and CPR's inability to-date to sell its
Denver AM station and use sale proceeds to defease the Series 2002
bonds.

Legal security: Payments under the Loan Agreement are a general
obligation of Colorado Public Radio; debt service reserve fund;
security interest in Pledged Revenues (all of CPR's revenue) and a
security interest in any proceeds from the transfer of any of
CPR's FCC licenses

Debt-related derivatives: None

Recent developments:

In July 2008, Colorado Public Radio entered into a Local
Management Agreement with an LLC whose sole member is Public Radio
Capital in order to lease 88.1 FM in Denver.  CPR expects to
recognize an $8.36 million capital lease and the related asset on
its balance sheet in the FY 2009 audit.  Per the agreement, CPR
has contracted to provide management services and programming to
the station, and CPR retains all revenue generated from
programming on 88.1FM.  CPR's management made this decision due to
declining listening trends for AM radio and the assumption of an
increased listener base and growth of donations with the switch to
FM. CPR intends to sell its Denver 1340 AM Station ($4 million
market valuation provided by Public Radio Capital as of July
2007); however, CPR has not been able to secure a purchaser of the
AM station to-date.  Since the Series 2002 bonds benefit from a
security interest in any proceeds from the transfer of any of
CPR's FCC licenses, any sale proceeds would be used to defease all
or a portion of the Series 2002 bonds.

Per the LMA, CPR is obligated to pay approximately $450,000 annual
lease payments for the first two years of the lease and roughly
$730,000 annually for years 3 through 5.  All lease payments are
subordinate to debt service payments on the Series 2002 bonds.
Per the LMA, CPR must meet certain financial covenants including
the funding of a $1.01 million Reserve Account, related to the
debt issued on behalf of the LLC to purchase the FM station.  As a
result of this reserve funding, CPR's cash and investments
available for operational use have dropped significantly
($1.4 million of audited total cash and investments as of 6/30/08;
$1.07 of unaudited unrestricted cash and investments, including
board designated endowment, as of 11/30/08).  This thin level of
liquidity leaves CPR with a very modest cushion for unexpected
revenue shortfalls or spikes in operating expenses.  As of
6/30/08, CPR had a combined $1.6 million of reserves for debt
service, related to the Series 2002 bonds and the new capital
lease.

Although CPR remains committed to selling the AM station,
management has included both debt service on the Series 2002 bonds
and lease payments (related to the Local Management Agreement)
into the FY 2009 budget.  In FY 2008, CPR's operations, by Moody's
calculation, were essentially breakeven, with annual cash flow
providing 1.3 times debt service coverage.  Operational concerns
include continued declines in a large grant from the Corporation
for Public Broadcasting (declined in FY 2007 through 2009) as well
as pressure on membership revenue.  Management reports that
underwriting revenue remains healthy and that it is taking steps
to contain operating expenses, with cuts totaling close to
$500,000 in FY 2009 (compared to $9 million of operating expenses
in FY 2008).

                              Outlook

The negative outlook reflects Moody's concerns about CPR's very
thin levels of unrestricted cash and investments and increased
debt service responsibilities placing pressure on operating
performance.

                 What could change the rating-UP

Significant growth of unrestricted cash and investments to provide
stronger cushion for debt and operations coupled with strengthened
operating performance

                What could change the rating-DOWN

Decline in member contributions, underwriting revenue, or cash and
investments; additional borrowing; inability to find buyer for AM
station at a reasonable price

Key indicators (FY 2008 audited financial data)

  -- Total cash and investments (including debt service reserve
     funds): $2.99 million

  -- Total cash and investments (excluding debt service reserve
     funds): $1.4 million

  -- Pro-Forma Direct Debt (including $8.36 million capital lease
     assumed after the close of FY 2008): $13.3 million

  -- Total Estimated Value of Broadcast Licenses as of June 30,
     2007: $19.6 million ($4.6 million carried on financial
     statements)

  -- Operating Margin: 0.09%

  -- Annual Debt Service Coverage: 1.3 times

  -- Pro-Forma Direct Debt-to-Revenue: 1.5 times

Rated debt:

  -- Series 2002: Ba1


CONNACHER OIL: Moody's Downgrades Corporate Family Rating to 'B1'
-----------------------------------------------------------------
Moody's Investors Service downgraded Connacher Oil & Gas Limited's
Corporate Family Rating and Probability of Default Rating from B1
to B2 and its US$600 million senior second lien note rating to B2
(LGD 4, 53%) from B1 (LGD 4, 55%).  The notes mature in 2015.

Moody's does not rate Connacher's C$150 million and US$50 million
first secured bank revolvers.  While Moody's affirmed Connacher's
SGL-3 speculative grade liquidity rating, it will be closely
monitored.  The first test would be to confirm that year-end 2008
cash balances match forecasts.  Thereafter it will be monitored
for trends in bitumen prices.  The rating outlook is negative.

In light of expected continued very weak bitumen prices, the
downgrade reflects the reduced economic viability of Connacher's
Great Divide steam assisted gravity drainage oil sands project,
reduced cash flow cover of Connacher's debt structure, a negative
outlook for refining margins for its Montana refinery, and Moody's
view that Connacher may need to renegotiate a covenant next year
on its currently undrawn revolvers in order to begin using it for
back-up liquidity.  Connacher does have approximately $6 million
in letters of credit issued under its revolvers.

combination, several factors prompted Connacher to wisely suspend
Great Divide Pod Two development and cut current Pod One
production by roughly 50%, or as low as Pod One steam injection
and production can be reduced without damaging its Pod One
reservoir.  These factors include very low bitumen prices, higher
diluent costs relative to bitumen value, the impact of a
relatively high Canadian dollar on costs relative to U.S. dollar
driven revenue, the negative global economic outlook, and heavy
budgeted Pod Two 2009 capital spending.

Nevertheless, the B2 rating also reflects Connacher's large
current cash balances relative to expected 2009 outlays, including
interest expense, and the possibility that all 2009 outlays may be
covered with existing cash.  The rating also reflects substantial
asset coverage, although the market for oil sands properties is
currently depressed due to the uncertain oil price outlook and the
difficult time acquirers would have raising acquisition capital in
current markets.

The B2 rating further reflects a view that phase one of
Connacher's Great Divide project had operationally come on fairly
strong during 2008 and was producing near design capacity of
10,000 barrels per day.  While operationally intricate and
inherently entailing a significant teething period and remedial
work on aspects of its steaming, water purification, and
production activities, Pod One reached commercial operations
impressively close to its target date.  Pod One appears to have
established that its lease acreage was sufficiently bitumen rich
across a sufficiently geologically homogenous areal extent to
support commercial SAGD operations under supportive oil market
conditions.  In Moody's view, this may support the view that
Connacher may have alternative sources of capital should the need
arise, be that private investment capital or strategic partnership
capital.

The SGL-3 speculative grade liquidity rating reflects the
possibility that cash balances alone may cover reduced cash outlay
over the next four quarters.  The SGL-3 does not assume that
Connacher can draw under its C$150 million and US$50 million
senior secured revolvers since it appears that Connacher may need
to renegotiate its covenants in order to borrow under the
facilities.  Moody's believes that bitumen prices would need to
recover in order for Connacher to generate positive 2009 EBITDA.
If it appears that bitumen prices will be insufficient to avoid
significantly negative EBITDA and/or If Connacher cannot slow its
rate of spending sufficiently the liquidity rating would be
reduced to SGL-4.

Connacher projects that it will have approximately C$235 million
of year-end 2008 cash on hand.  Moody's sensitizes that to
C$200 million to C$240 million.  Connacher currently forecasts
approximately C$239 million in 2009 cash outflows after operating
expenses, including approximately C$22 million if Pod Two
construction is delayed for twelve months, $82 million in gross
cash interest expense, and C$135 million in capital spending.  The
principal remaining variables impacting 2009 liquidity needs are
the 2009 market forces that will be at work on Connacher's cash
operating margins.

Moody's notes that approximately C$89 million of Connacher's cash
balance came from its recent monetization of the C$/US$ currency
swap it entered into to hedge its exposure on the US$600 million
note issue.  Accordingly, Connacher is now unprotected in the
event of a sustained strengthening in the U.S dollar relative to
the Canadian dollar.

Connacher carries approximately C$722 million in straight debt and
C$100.050 million in convertible debt.  It generated approximately
C$69 million in 2007 EBITDA and an estimated C$90 million in 2008
EBITDA.  During the second half of 2008, bitumen production was
rising strongly but bitumen pricing was falling, conventional oil
and natural gas prices on its conventional production were
falling, and refining margins were weakening.

Connacher owns a large base of long-lived bitumen reserves with
full commercial production of the first phase supplemented by
small but material conventional oil and gas production and
refining operations.  Connacher's oil sands properties span 98,000
acres 50 miles southwest of Fort McMurray, Alberta.  With Pod One
in production and Pod Two having regulatory approval, Connacher is
proceeding to seek Pod Three and Four approvals, a process that
may take eighteen months.

Connacher completed Pod One development in August, 2007, commenced
steaming from 15 horizontal well pairs in September 2007, reached
commercial production in March 2008, and was recently producing
9,870 Bbl/d, comparing favorably to 10,000 Bbl/d of Pod One design
capacity.  Connacher announced this week that it was suspending
Pod Two development and reducing POD One production to
approximately 5,000 bpd.

As of June 30, 2008, GLJ viewed Connacher to have sufficient
appraisal well count and spacing, well log, coring, and 3-D
seismic data to assign best estimates of 110.2 million barrels of
proven net bitumen reserves, 371.5 million net barrels of proven
and probable bitumen reserves (2P), and 443.8 million net barrels
of proven, probable, and possible reserves (3P) based on GLJ's
constant price assumption.  Connacher identified up to 8 pods of
oil sands deposits with potential commercial viability.

Connacher's ratings have been assigned by evaluating factors that
Moody's believes are relevant to the company's risk profile, such
as the company's (i) business risk and competitive position
compared with others within the industry; (ii) capital structure
and financial risk; (iii) projected performance over the near to
intermediate term; and (iv) management's track record and
tolerance for risk.  These attributes were compared against other
issuers both within and outside Connacher's core industry;
Connacher's ratings are believed to be comparable to those of
other issuers with similar credit risk.

The last rating action was November 12, 2007, when Moody's
affirmed Connacher's B1 CFR and PDR ratings, assigned a B1 (LGD4,
55%) senior second lien note rating, and a SGL-3 speculative grade
liquidity rating.  The rating outlook was stable.

Connacher Oil and Gas Limited is headquartered in Calgary,
Alberta, Canada.


CONSECO INC: Moody's Downgrades Ratings to Low B; Outlook Negative
------------------------------------------------------------------
Moody's Investors Service has downgraded the rating of Conseco,
Inc.'s bank debt to B2 from B1 and affirmed the Insurance
financial strength ratings on Conseco Inc.'s life subsidiaries at
Ba1.  In the same rating action, Moody's also downgraded the
senior convertible debentures to B3 from B2.  The outlook on
Conseco and its life insurance subsidiaries is negative.

The rating action follows Moody's determination that reduced
financial flexibility at the holding company justifies a widening
of the notching between the ratings on debt at the holding company
and the IFS ratings of insurance subsidiaries.

According to Scott Robinson, Moody's Vice President and Senior
Credit Officer, "Our rating action was largely predicated on
deterioration in the company's financial flexibility: the
narrowing margin the company has under the financial covenants in
its bank loan agreement, holding company liquidity pressure as a
result of upcoming revolving credit facility ($75 million) and
convertible debenture maturities in 2009 and 2010, respectively,
as well as the challenging conditions in the credit markets."
Robinson added, "We believe that while management has taken
meaningful steps to improve Conseco's operations, the company
still faces significant challenges ahead."

The rating agency noted that while the recent transfer of Senior
Health Insurance Company of Pennsylvania, previously known as
Conseco Senior Health Insurance Company, to an independent trust
lays the groundwork for improvement in CNO's credit profile, it
also has resulted in diminished room under certain bank loan
financial covenants.  The transaction, along with deterioration in
the company's statutory capital position, driven by investment
impairments in the third quarter, pressures bank loan covenants
related to financial leverage, statutory capital and risk based
capital.

Mr. Robinson noted that "the one-notch widening between the
holding company debt ratings and the IFS ratings of the insurance
subsidiaries reflects the relatively weaker position of
debtholders at the holding company as compared with policyholders
at the insurance companies as a result of the decline in financial
flexibility, while the overall credit profile of the operating
companies has not materially changed given the benefit from the
spin of the troubled senior long term care subsidiary."

Conseco reported third quarter net operating earnings before net
realized investment losses of $107 million, up from a $17 million
loss in the same period one year ago.  Bankers' earnings were up
from the prior quarter but relatively flat compared to the same
period in 2007.

Moody's said that these could change the rating back to stable:
the absence of material "one-time" earnings charges; annual run-
rate consolidated statutory EBIT of at least $150 million; and RBC
ratio on a consolidated basis above 300%.  Conversely, these would
place downward pressure on the ratings: adjusted GAAP EBIT
coverage of below two times; RBC ratio on a consolidated basis
below 275%; or annual run-rate consolidated statutory EBIT below
$125 million.

Moody's has downgraded these ratings with a negative outlook:

  -- Conseco Inc. bank debt to B2 from B1;

  -- Conseco, Inc. senior convertible debentures to B3 from B2.

Moody's has affirmed these ratings with a negative outlook:

  * Bankers Life and Casualty Company -- insurance financial
    strength rating at Ba1;

  * Conseco Insurance Company -- insurance financial strength
    rating at Ba1;

  * Colonial Penn Life Insurance Company -- insurance financial
    strength rating at Ba1;

  * Conseco Health Insurance Company -- insurance financial
    strength rating at Ba1;

  * Conseco Life Insurance Company -- insurance financial strength
    rating at Ba1;

  * Washington National Insurance Company -- insurance financial
    strength rating at Ba1;

Conseco is a specialized financial services holding company that
operates primarily in the life and health insurance sectors
through its subsidiaries.  As of September 30, 2008, Conseco
reported total assets of $32.1 billion and shareholder's equity of
$2.7 billion.

The last rating action on Conseco took place on August 21, 2008,
when Moody's downgraded the bank debt and insurance financial
strength ratings of Conseco, Inc. and its insurance subsidiaries

Moody's insurance financial strength ratings are opinions of the
ability of insurance companies to pay punctually senior
policyholder claims and obligations.


CONSTAR INTERNATIONAL: Moody's Cuts Corp. Family Rating to 'Caa3'
-----------------------------------------------------------------
Moody's Investors Service downgraded the Corporate Family Rating
of Constar International Inc. to Caa3 from Caa2 and lowered other
instrument ratings.  The outlook is negative.  This concludes the
review for downgrade initiated on December 2, 2008.

Moody's took these rating actions:

  -- Downgraded $220 million floating rate first mortgage note,
     due 2012, to Caa3 (LGD3, 34%) from Caa1 (LGD3, 34%)

  -- Downgraded $175 million 11% senior subordinated notes, due\
     2012, C (LGD5, 84%) from Caa3 (LGD 5, 84%)

  -- Downgraded Corporate Family Rating to Caa3 from Caa2

  -- Downgraded Probability of Default Rating to Caa3 from Caa2

The ratings outlook is negative.

The downgrade to the Corporate Family Rating to Caa3 reflects
heightened risk of default given the company's recent confirmation
that a debt for equity swap of the subordinated notes has been
proposed.  Constar has indicated that a pre-arranged Chapter 11
bankruptcy filing is likely if the debt for equity swap is not
accomplished out of court.  Moreover, the company has until
December 31, 2008 to make the missed interest payment on
$175 million of its subordinate notes or trigger a cross default
on its $75 million asset based revolving facility that could
result in acceleration of the revolver's maturity and a bankruptcy
filing.

Constar failed to make the interest payment due December 1, 2008
on its 11% senior subordinated notes due 2012.  Under the terms of
the indenture for the subordinated notes, the company has a 30 day
grace period in which to make the interest payment.  Failure to
make the interest payment within the grade period would constitute
an event of default which would entitle the subordinate note
holders to accelerate and trigger cross default provisions in the
senior secured floating rate notes due 2012.  Constar has also
entered into a forbearance agreement under the credit agreement
for its $75 million asset based revolver due 2012 (not rated by
Moody's) which is effective from November 26, 2008 until
December 31, 2008.

The negative outlook reflects Constar's material operating
weakness and its looming financial challenges.  Constar lost
volume when it signed a new four-year agreement with Pepsi this
year and it risks additional business losses if the proposed debt-
to-equity swap and the threat of bankruptcy undermine customer
confidence in the company.  Competitors may exploit customer
concerns about the stability of supply to gain market share.

The last rating action for Constar was December 2, 2008 when the
corporate family rating was downgraded to Caa2 from Caa1.

Based in Philadelphia, Constar International Inc. is a producer of
PET (polyethylene terephthalate) plastic containers for food, soft
drinks, and water.  Consolidated revenue for the twelve months
ended September 30, 2008 was approximately $891 million.


COOPER COMPANIES: S&P Keeps BB- Corp. Credit Rating; Outlook Neg.
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that it revised its
outlook on Pleasanton, California-based Cooper Cos. Inc. to
negative from stable.  The company's 'BB-' corporate credit and
other ratings are affirmed.

"This action reflects our concern with the contraction in the
demand for contact lenses in the past two months at Cooper Vision
(CVI; roughly 80% of operating income, excluding corporate
overhead), and to a lesser degree, a potential slowdown in the
rate of growth at Cooper Surgical (CSI; 20%), its women's health
business," said Standard & Poor's credit analyst Cheryl Richer.
Because the company must still rely on its revolver to fund a high
level of capital expenditures through the first half of fiscal
2009, the covenant cushion under its bank loan facility could
become quite thin if EBITDA declines.

Our rating on Cooper Companies reflects its significant focus in
soft contact lenses and need to compete against much larger
players. Cooper is exposed to technology changes, as evidenced by
its continuing challenge to roll out additional modalities of
silicone hydrogel lenses.  Furthermore, the demand for contact
lenses is beginning to be impacted by the weak economy,
notwithstanding the company's No. 3 position (roughly 16% global
market share) in the $5.4 billion soft contact lens industry and
the moderate diversity provided by CSI.

Cooper manufactures and markets a variety of soft contact lenses,
including value-added specialty products, such as toric lenses (to
correct astigmatism), as well as more commodity-like spherical
contact lenses.  The recent weakness in consumer spending has
dampened long-term favorable demand trends, which include a
growing teen population, increased incidence of myopia, and
continued improvement in soft contact lens visual acuity, comfort,
and care.  While much of the decline (2% in constant currency) may
be attributable to deferring bulk lens purchases, consumers may
opt to reduce contact lens use by extending wear time or using
eyeglasses more often.  Despite recent weakness, CVI's sales have
been growing at a faster pace than the market, and new product
introductions planned for early fiscal 2009 (fiscal year 2008
ended Oct. 31, 2008) could improve prospective performance
relative to the market.

The negative outlook reflects minimal financial cushion for
unanticipated events, such as delays in new product introductions
and/or a steeper than anticipated slowdown in market demand.
Furthermore, continued heavy capital expenditures through the
first half of fiscal 2009 will likely necessitate additional
revolver drawdowns.  This, combined with a double digit revenue
decline (in constant currency) and only minimal improvement in
operating margins could precipitate a covenant breach.  Any
prospects for the company's debt leverage cushion to fall
meaningfully below 10% could result in a downgrade.
Alternatively, S&P could revise the outlook to stable if EBITDA
continues to increase, and S&P anticipates that free cash flow
will be applied to revolver paydown in the later half of fiscal
2009.


CORNERSTONE MINISTRIES: Salient Terms of Committee's Exit Plan
--------------------------------------------------------------
The Official Committee of Unsecured Creditors of Cornerstone
Ministries Investments Inc. delivered to the United States
Bankruptcy Court for the Northern District of Georgia a disclosure
statement describing a Chapter 11 plan of liquidation dated
Dec. 12, 2008.

                       Overview of the Plan

The Committee's plan contemplates the liquidation of the Debtor's
estate assets to cash and distribute the proceeds to holders of
allowed claims.

Under the plan, the Committee will appoint a plan administrator to
liquidate the Debtor's assets include both interests in mortgage
loans and other assets as well as litigation claims against
parties that dealt with the Debtor.

According to the plan, no entity will receive a release of any
kind, though the Plan exculpates certain parties including the
members of the Committee, with respect to their acts in the case
and after the plan's effective date.  Moreover, the plan does not
exculpate the Debtor.

A plan committee which will initially be composed of the members
of creditors committee will be appointed and will oversee and
supervise the plan administrator's liquidation of the Debtor's
estate assets.

The plan indicated that it provides an opportunity for bondholders
to contribute individual claims they may have against third
parties related to their bond investment in the Debtor to a
private actions trust.  Contributing non-estate claims to the
private actions trust is entirely voluntary and no Bondholder is
required to contribute non-estate claims to the private actions
trust.

The private actions trust will liquidate non-estate claims
contributed to it on a collective basis.  The net proceeds from
the private actions trust will be distributed to the bondholders
that contribute non-estate claims on a ratable basis based upon
the allowed amount of the bondholder's claim against the Debtor.

The plan classifies interests against and liens in the Debtors in
nine groups.  The classification of treatment of interests and
claims are:

                 Treatment of Interests and Claims

               Class   Type of Claims     Treatment
               -----   --------------     ---------
               1       non-tax priority   unimpaired

               2       secured tax        unimpaired

               3(a)    Appian Way MPP     impaired

               3(b)    Cross Creek MMP    impaired

               3(c)    Wellstone at       impaired
                       Middle Creek MPP

               3(d)    Wellstone at       impaired
                       Bluffton MPP

               3(e)    Wellstone in the   impaired
                       Smokies MPP

               4       secured            impaired

               5       bondholder         impaired
                       unsecured

               6       other secured      impaired

               7       convenience class  impaired

               8       subordinated       impaired

               9       equity interests   impaired

Under the plan, bondholders will receive a ratable share of
Cash available for distribution to unsecured creditors after
liquidation of the estate assets comprised of:

   i) mortgage loans, owned property and equity in entities that
      own or control property and similar investments the Debtor
      held when it filed for bankruptcy; and

  ii) litigation claims that the Debtor holds against certain
      parties.

Bondholders are expected to recover between 9% and 36% of the
face amount of their allowed claim from the liquidation of the
Debtor's mortgage loans and similar investments.  In addition to
distributions on its allowed claim, bondholders may also elect to
contribute its non-estate claims to the private actions trust.  If
it elect to contribute its non-estate claims it will receive a
proportionate share of net recoveries from the private actions
trust based upon the amount of its allowed claim against the
Debtor.  The Committee said it has not estimated what these
recoveries will be.

Unsecured Creditor other than a bondholder will also receive a
ratable share of cash available for distribution to unsecured
creditors after liquidation of estate assets.  Unsecured creditors
will also recover between 9% and 36% of the face amount of their
allowed claim.

Unsecured Creditor including a bondholder with a claim less than
[$_____] or if you have voluntarily reduced your Claim to
[$_____].  Creditor's claim has been placed into the convenience
class.  Creditors will be entitled to receive either a one time
payment or payments over time of [__%] of its allowed claim, not
to exceed a total distribution of [$_____].

Secured Creditor will receive (i) payment in full in periodic
installments over a time period to be determined at a market rate
of interest, provided however, that interest will only be paid
from the cash flow of any particular property securing its allowed
claim; (ii) cash equal to the amount of its allowed secured claim,
not to exceed the value of the collateral securing its allowed
claim, or (iii) a return of the collateral or other property that
secures its allowed secured claim.

Holders of an MPP claim will receive, either (i) a ratable share
of cash available for distribution to Unsecured Creditors after
liquidation of the Debtor's assets, if the court determines that
they hold an unsecured claim; or (ii) share of the collateral
securing their allowed MPP claim, or a return of the collateral
that secures that claim, if the Court determines that they hold a
secured claim.

Common stock will be cancelled and holders will not receive
anything under the plan.

A full-text copy of the Committee's disclosure statement is
available for free at http://ResearchArchives.com/t/s?3699

A full-text copy of the Committee Chapter 11 plan of liquidation
is available for free at http://ResearchArchives.com/t/s?369a

                 About Cornerstone Ministries

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

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

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


CORNERSTONE MINISTRIES: Wellstone At Craig Wants Mortgage Released
------------------------------------------------------------------
Katherine Cromer Brock at Dallas Business Journal reports that
Wellstone at Craig Ranch III LLC has filed for Chapter 11
protection in the U.S. Bankruptcy Court for the Eastern District
of Texas.

Wellstone at Craig's owner John B. Lowery said that he is filing
for Chapter 11 protection, hoping that the Court will force
Cornerstone Ministries Investments Inc. to release its mortgage
from the property.

Cumming, Georgia-based Wellstone at Craig Ranch III, LLC, filed
for Chapter 11 protection on Dec. 1, 2008 (Bankr. E. D. Texas Case
No. 08-43248).  John Y. Bonds, III, Esq., at Shannon, Gracey,
Ratliff & Miller represents the company in its restructuring
effort.  The company listed assets of $1,000,000 to $10,000,000
and debts of $1,000,000 to $10,000,000.



CREATIVE LOAFING: Files Reorganization Plan and Disc. Statement
---------------------------------------------------------------
Creative Loafing Inc., has filed a plan of reorganization and an
explanatory disclosure statement.

According to Bloomberg's Bill Rochelle, recovery by creditors will
depend on the Court's determination of the value of the collateral
of the secured lenders.

Mr. Rochelle says secured creditors are owed $43.7 million, but
the Debtor estimates the creditors' collateral to be worth $5
million to $15 million.  The Debtor is asking the U.S. Bankruptcy
Court for the Middle District of Florida to determine the value of
Atalaya I LLC, et al.'s collateral, according to the report.

According to Mr. Rochelle, the terms of the Plan include:

   -- The secured portion of Atalaya's claim will be paid in full;

   -- Holders of unsecured claims, including the unsecured portion
      of Atalaya's claims, will be paid an undetermined amount
      over time.

   -- Existing stock will be cancelled.

   -- Parties who will provide Chapter 11 exit equity financing
      will emerge as the new owners of the company.

The Court will convene a hearing Jan. 26 to consider the adequacy
of the information provided in the Disclosure Statement.

                      About Creative Loafing

Headquartered in Tampa, Florida, Creative Loafing, Inc. --
http://www.creativeloafing.com/-- publishes newspapers and
magazines.  The company and eight of its affiliates filed for
Chapter 11 protection on September 29, 2008 (Bankr. M.D. Fla. Lead
Case No. 08-14939).  Chad S. Bowen, Esq., and David S. Jennis,
Esq., Jennis & Bowen, P.L., represent the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed assets and debts of between
$10 million and $50 million each.


CREDIT SUISSE: Moody's Reviews Ba1 $33.4 Mil. Notes Ratings
-----------------------------------------------------------
Moody's Investors Service placed seven classes of Credit Suisse
First Boston Mortgage Securities Corp., Series 2007-TFL2 under
review for possible downgrade:

  -- Class E, $36,600,000, Placed Under Review for Possible
     Downgrade; previously on July 10, 2007 Assigned A1

  -- Class F, $36,500,000, Placed Under Review for Possible
     Downgrade; previously on July 10, 2007 Assigned A2

  -- Class G, $33,500,000, Placed Under Review for Possible
     Downgrade; previously on July 10, 2007 Assigned A3

  -- Class H, $39,600,000, Placed Under Review for Possible
     Downgrade; previously on July 10, 2007 Assigned Baa1

  -- Class J, $36,600,000, Placed Under Review for Possible
     Downgrade; previously on July 10, 2007 Assigned Baa2

  -- Class K, $39,600,000, Placed Under Review for Possible
     Downgrade; previously on July 10, 2007 Assigned Baa3

  -- Class L, $33,467,897, Placed Under Review for Possible
     Downgrade; previously on June 19, 2008 Downgraded to Ba3 from
     Ba1

Moody's is placing Classes E, F, G, H, J, K, and L under review
for possible downgrade due to anticipated weakness in the pool's
largest asset, a hotel-casino in Las Vegas where Moody's has
recently seen significant market deterioration, and the recent
monetary default of the Resorts Atlantic City Loan.  Collectively,
they represent 42.5% of the pool balance.

The largest loan, Planet Hollywood Resort and Casino
($460.0 million -- 30.7% of the pooled trust balance) is secured
by a 40-story hotel-casino property with 2,567 rooms on the Strip
in Las Vegas, Nevada.  The property was constructed in 2000 and
was formerly known as the Aladdin Hotel and Casino.  The current
sponsors (Robert Earl, Bay Harbor, and Starwood) completed a
$178.4 million renovation and transformation project to re-brand
the property as the Planet Hollywood Hotel & Casino.  Due to the
hotel and casino renovations, financials from a full operational
year are not yet available. However, the slowing U.S. economy has
led to reduced convention bookings and leisure demand.  Moody's
anticipate hotel and casino properties will remain under stress.

The Resorts Atlantic City Loan ($175.0 million -- 11.8% of the
pooled trust balance) is secured by a hotel casino with 310 feet
of Boardwalk frontage at the northern end of the Atlantic City
Boardwalk.  On November 11 2008, the master servicer sent notice
of monetary default to the borrower with a cure date of
November 26, 2008.  The borrower subsequently indicated that it
will not cure the monetary default and the loan was transferred to
special servicing on December 1, 2008.  Full year 2007 net cash
flow decreased 22.3% from 2006 and 17.3% from the trailing twelve
months ending March 2007.

In the coming weeks, Moody's will conduct a detailed review of the
Planet Hollywood Hotel & Casino, Resorts Atlantic City, and the
recent financial performance of the remaining assets in the pool.
Moody's monitors transactions on both a monthly basis through two
sets of quantitative tools: MOST(R) (Moody's Surveillance Trends)
and CMM on Trepp, and a periodic basis through a full review.


CUMULUS MEDIA: S&P Keeps 'B' Corp. Credit Rating; Outlook Negative
------------------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
radio broadcaster Cumulus Media Inc. to negative from stable.  S&P
also affirmed all ratings on the company, including the 'B'
corporate credit rating.

"The outlook action is based on our expectation that Cumulus'
liquidity will tighten in 2009, when aggressive covenant step-
downs will cause the company's cushion of compliance with
covenants to narrow significantly," explained Standard & Poor's
credit analyst Jeanne Mathewson.

Debt to EBITDA was 7.4x as of Sept. 30, 2008, versus the leverage
ratio covenant of 7.75x, which stepped down to 7.50x on Oct. 1,
2008, and will step down again to 7.00x on Jan. 1, 2009.
Maintenance of the rating is predicated on the assumption that
Cumulus will use cash to significantly reduce debt in order to
maintain compliance with its leverage covenant in 2009, as EBITDA
growth is unlikely considering recessionary pressures.

The 'B' rating on Cumulus reflects the potential for debt-financed
acquisitions and shareholder-favoring activity that could limit
financial profile improvement, EBITDA margins near the bottom of
its peer group, a competitive and stagnant radio advertising
environment, and a slowing of radio station resale activity amid
weaker resale multiples and financial market illiquidity.  The
company's competitive positions in small and midsize markets,
as well as radio broadcasting's good margins and discretionary
cash flow potential only partially mitigate these factors.

Through its investment in Cumulus Media Partners LLC, the company
has expanded into several large, more competitive markets, in
which management has less operating experience.  For the quarter
ended Sept. 30, 2008, revenue and EBITDA were down 5% and 9%,
respectively, due to weak advertising demand, particularly in the
automotive, financial services, telecommunications, home
furnishing, and real estate sectors. Cumulus' EBITDA margin was
roughly 28.6% for the 12 months ended Sept. 30, 2008 -- toward the
lower end of its peer group's -- because of lower-margin station
acquisitions and the small markets in which the company operates.

Cumulus generates good discretionary cash flow, benefiting from
manageable working capital and capital spending needs.  The
company converted a robust 66% of EBITDA into discretionary cash
flow for the 12 months ended Sept. 30, 2008, which compares
favorably with its peers.  The board of directors granted
authority for a $75 million share repurchase program in May 2008,
and has since repurchased $5 million of its shares.  Standard &
Poor's will continue to monitor share repurchases and any other
shareholder-favoring initiatives, and their repercussions for the
company's credit measures and financial policy.


DEER POINT: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: Deer Point, LLC
        20610 N. Cave Creek Road, Suite 101
        Phoenix, AZ 85024

Bankruptcy Case No.: 08-18473

Chapter 11 Petition Date: December 19, 2008

Bankruptcy Court: United States Bankruptcy Court
                  District of Arizona (Phoenix)

Bankruptcy Judge: Randolph J. Haines

Debtor's 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: $10 million to $50 million

Estimated Debts: $1 million to $10 million

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

The petition was signed by Michael B. McBride.


DETROIT MEDICAL: Moody's Affirms 'Ba3' Long-Term Bond Rating
------------------------------------------------------------
Moody's Investors Service has affirmed the Ba3 long-term bond
rating assigned to Detroit Medical Center's $500.9 million of
outstanding fixed rate debt issued by the Michigan State Hospital
Finance Authority.  The outlook is stable.

Legal security: The bonds are unsecured, joint and several
obligations of the Obligated Group.  The Obligated Group currently
consists of nine Members: Children's Hospital of Michigan; Detroit
Receiving Hospital and University Health Center; Harper Hospital;
Huron Valley Hospital, Inc.; Hutzel Hospital; Rehabilitation
Institute, Inc.; Sinai Hospital of Greater Detroit; and The
Detroit Medical Center.  The Detroit Medical Center is the holding
company for the hospitals.

Interest rate derivatives: None

                           Strengths

* Large nine-facility (seven hospitals and two institutions)
  tertiary teaching system with diverse system of outpatient
  centers across metropolitan Detroit and over 2,700 affiliated
  physicians, providing for a strong market share in metropolitan
  Detroit and regional-to-state-wide draw for certain services

* Strong affiliation with Wayne State University, the 4th largest
  medical school in the U.S., with 1,000 residents at DMC,
  contributing to clinical expertise

* Track record of demonstrated support by governmental units,
  although state and municipal entities are currently facing
  economic and budget challenges

* Moderate debt load that enables good and improved maximum annual
  debt service coverage of 2.79 times in fiscal year 2007 and 2.97
  times on unaudited annualized ten months FY 2008

* $60 million line of credit, of which just over $55 million is
  regularly available under the terms of the agreement's borrowing
  base calculation; the line of credit was not being utilized at
  October 31, 2008

                            Challenges

* Major provider for the Medicaid, under-insured, and uninsured
  population that represents over 25% of gross revenues with DMC
  considered the safety net provider

* Location of majority of facilities on downtown Detroit campus,
  with weak demographic profile for the City (City of Detroit
  general obligation bonds rated Baa3) and economic challenges for
  the State

* Very low liquidity of 27 days cash on hand as of October 31,
  2008, yet consistent with levels since FYE 2006, driving very
  weak cash-to-debt ratio of 26%

* While FY 2007 operating and operating cash flow margins of 1.0%
  and 7.1%, respectively, are good for a below investment grade
  health system, operating performance continues to be enhanced by
  special funding sources and prior year cost report settlements;
  FY 2008 performance expected to be comparable with FY 2007

* Capital spending has been curtailed for several years

* Uncertainty regarding the outcome of an outstanding IRS lawsuit
  for past FICA refunds for medical residents that could affect
  the use of cash

                    Recent developments/Results

Operating profit and operating cash flow margins (after removing
investment income from operating revenues) in fiscal years 2006-
2007 were stable and improved over prior year performance levels,
generating 1.0% and 7.1% margins, respectively, in each year.

Moody's expects FY 2008 margins to mirror the prior two years.
For the first ten months of FY 2008, operating cash flow increased
$8.3 million (after removing investment income), and this spread
in performance is expected to remain by yearend.  Year-end
performance, however, is expected to be relatively flat with the
ten month performance due to historical trends of tighter
operating performance in the fourth quarter.

Moody's notes that operating performance continues to be enhanced
by supplemental payments as well as prior year cost report
settlements.  The State's health care provider tax funded payments
has increased with modifications to the program and increases in
matching funds from the federal government.  Prior year cost
report settlements were $22.3 million, $12.1 million and
$18.8 million in fiscal years 2006 and 2007 and the ten months
ended October 31, 2008, respectively.

Not foregoing the revenue enhancements, management has undertaken
several initiatives to grow revenues and control costs. DMC is now
"in-network" for the BlueCare and Health Alliance Plan contracts,
removing an incentive for private physicians to admit these
patients elsewhere.  The contract with the Wayne State University
was restructured, driving toward greater productivity measures for
physicians.  DMC continues to maintain a relatively stable market
share in the tri-county area, but with annual overall reductions
in inpatient volumes in the market (DMC admissions declined 1.8%
in FY 2007 and 1.6% in the first ten months of FY 2008), increased
focus has been placed on enhancing development of certain
specialties, including cardiac care. Correspondingly, a greater
focus has been placed on improving outpatient volumes, including
the emergency department, imaging, laboratory, and pharmacy.

DMC has been selected as the site for Michigan State University to
open the southeastern Michigan location of its College of
Osteopathic Medicine.  This location is scheduled to open with 50
students in July 2009, and to grow to 100 students by 2010. DMC,
while a major teaching hospital in the area, has historically had
a very small osteopathic residency program.  DMC has acquired
approvals to increase its residency slots significantly in
preparation for the opening of the new school.  Management
anticipates that this affiliation will assist in future physician
recruitment.

Liquidity, as measured by days cash on hand, has remained
relatively stable across the past three years (2006-2008),
measuring 27 days as of October 31, 2008 on annualized ten month
operating expenses.  This level is slightly below the 32-36 days
at the end of fiscal years 2002-2005. Several factors have
affected liquidity both favorably and unfavorably over the years.
Moody's notes that growth in liquidity was hampered in fiscal
years 2004-2007 as the system made payments of $123 million to its
under funded frozen defined benefit pension plan, improving the
funding ratio to 100% at fiscal year end 2007.  Moody's also note
that liquidity has benefited from a capital spending ratio of less
than 1.0 times in each of the past five years.

In the past DMC's liquidity has been supported by the timing of
State Medicaid reimbursement payments, demonstrating one of the
ways the State has assisted the system.  Moody's has concerns,
however, about the State's ongoing ability to make such advance
payments given the financial struggles facing the State.
Management has identified about $90 million of prior capital
expenditures that could be reimbursed with newly issued bonds
should the debt market provide an opportune time to do so.

load for the system is low, at only $536 million, or about 27% of
annualized ten month FY 2008 total operating revenues.  As a
result, debt measures remain reasonable, with Moody's-adjusted
debt-to-cash flow of 4.93 times and MADS coverage of 2.79 times in
FY 2007, and estimated at 4.1 times and 3.0 times, respectively,
for FY 2008.  Management is considering issuing bonds for new
money projects for reimbursement as well as future capital, but is
on an indefinite hold with such plans due to market conditions.
Moody's will evaluate any new debt increase at the time DMC is
closer to incurring a transaction.

                              Outlook

The stable outlook is based on relatively level operating cash
flow that produces acceptable debt coverage on a low debt load.
As the safety net hospital of southeastern Michigan, the
organization continues to benefit from programs implemented by the
State to enhance coverage for the under and uninsured populations.

                 What could change the rating - UP

Material growth in liquidity measures; continued improvement in
operating cash flow driven by internal operational improvement and
not growth in supplemental payments

                What could change the rating--DOWN

Loss of supplemental funding (net tax revenues or
intergovernmental transfers) without a commensurate increase in
cash flow from operations or other sources; decline in liquidity;
sizable increase in direct or indirect debt

                          Key Indicators

Assumptions & Adjustments:

* Based on financial statements for The Detroit Medical Center and
  Subsidiaries

* First number reflects audit year ended December 31, 2007

* Second number reflects unaudited annualized ten months (October
  31) of fiscal year 2008, adjusted to reflect expected operating
  losses in the last two months of the year due to historical
  trends

* Excludes from operating revenues $18.5 million and $4.1 million
  of investment income

* Investment returns normalized at 6% unless otherwise noted

* Interest expense "grossed up" to include capitalized interest

* Inpatient admissions: 78,611; 78,248 (annualized)

* Total operating revenues: $1.91 billion; $2.00 billion

* Moody's-adjusted net revenue available for debt service:
  153.9 million; $163.4 million

* Total debt outstanding: $577.8 million; $535.5 million

* Maximum annual debt service (MADS): $48.9 (includes capital
  leases and notes)

* MADS Coverage with reported investment income: 2.83 times; not
  applicable for 2008 due to annualization

* Moody's-adjusted MADS Coverage with normalized investment
  income: 2.79 times; 2.97 times

* Debt-to-cash flow: 4.93 times; 4.12 times

* Days cash on hand: 24 days; 27 days

* Cash-to-debt: 20%; 26%

* Operating margin: 1.0%; 1.8%

* Operating cash flow margin: 7.1%; 7.2%

Rated Debt (amount outstanding as of October 31, 2008)

  -- Series 1988A and B ($2.6 million outstanding), rated Ba3

  -- Series 1993A ($107.4 million outstanding), rated Ba3

  -- Series 1993B ($98.6 million), rated Ba3

  -- Series 1995 ($32.2 million outstanding; issued by Sinai
     Hospital of Greater Detroit), rated Ba3

  -- Series 1997A ($141.5 million outstanding), insured by Ambac
     currently rated Baa1 with a developing outlook, Ba3
     unenhanced rating

  -- Series 1998A ($108.7 million outstanding, principal payments
     begin in 2012), rated Ba3


DREIER LLP: U.S. Trustee to Select Chapter 11 Trustee
-----------------------------------------------------
The Hon. Robert E. Gerber of the United States Bankruptcy Court
for the Southern District of New York authorized the U.S. Trustee
for Region 2 to appoint a Chapter 11 trustee to oversee the
Chapter 11 case of Dreier LLP.

The ruling was issued at the behest of Mark F. Pomerantz,
federally-appointed receiver of Marc Dreier's assets and
interests.

Mr. Pomerantz told the Court that there is a need to have a
Chapter 11 trustee because no effective management of the Debtor
exists following the arrest of Mr. Dreier for alleged fraudulent
offers and sales of securities according to a complaint filed by
the United States Securities and Exchange Commission on Dec. 8,
2008.

The Chapter 11 trustee will oversee the orderly liquidation of the
Debtor in a fair, cost-effective and responsible way under the
United States Bankruptcy Code.

                         About Dreier LLP

Headquartered in New York, Dreier LLP -- http://www.dreierllp.com/
-- is a law firm.  The company filed for Chapter 11 protection on
December 16, 2008 (Bankr. S.D. N.Y. Case No. 08-15051).  Stephen
J. Shimshak, Esq., at Paul, Weiss, Rifkind, Wharton & Garrison
LLP, represents the Debtor.  When the Debtor filed for protection
from its creditors, it listed assets between $100 million to
$500 million, and debts between $10 million and $50 million.


DREIER LLP: Marc Dreier May Be Forced to File for Bankruptcy
------------------------------------------------------------
Tiffany Kary of Bloomberg News reports that Dreier LLP's counsel
Stephen J. Shimshak, Esq., said Marc Dreier may be compelled to
file for bankruptcy amid confusion about Mr. Dreier's law firm's
units and his person loans.

According to Mr. Shimshak, the firm's estates is unknown due
to Mr. Dreier's affairs with those partnership.  "We will do the
best we can to get Mr. Dreier into bankruptcy -- voluntary or
involuntarily," Bloomberg quotes Mr. Shimshak as saying.

Mr. Dreier was arrested on Dec. 7, 2008, by the Federal
authorities for alleged securities and wire fraud.  The criminal
complaint filed by the United States Attorney for the Southern
District of New York was unsealed.  Mr. Dreier was detained
pending trial.

On Dec. 8, 2008, the U.S. Securities and Exchange Commission
alleged that Mr. Dreier made fraudulent offers and sales of
securities in several cities, selling fake promissory notes to
hedge and other private investment funds.  The SEC asserted that
Mr. Dreier also distributed phony financial statements and audit
opinions, and recruited accomplices in connection with that
scheme.

Accordingly, the SEC asked a District Court to freeze the assets
of the firm.  Mark F. Pomerantz was named receiver for Mr.
Dreier's assets including his interest in the firm and other
entities.

On the one hand, Wachovia Bank N.A. wanted to recover cash the
firm owed under a $14.5 million credit agreement and seeks to
foreclose on its collateral for the loan.  The complaint alleges
default under a term note and a revolving credit note issued under
the agreement that make the entire outstanding amount due and
payable.

                         About Dreier LLP

Headquartered in New York, Dreier LLP -- http://www.dreierllp.com/
-- is a law firm.  The company filed for Chapter 11 protection on
December 16, 2008 (Bankr. S.D. N.Y. Case No. 08-15051).  Stephen
J. Shimshak, Esq., at Paul, Weiss, Rifkind, Wharton & Garrison
LLP, represents the Debtor.  When the Debtor filed for protection
from its creditors, it listed assets between $100 million to
$500 million, and debts between $10 million and $50 million.


EIF CALIPSO: S&P Keeps BB+ Ratings on Sr. Sec. Bonds; Outlook Neg.
------------------------------------------------------------------
Standard & Poor's Ratings Services said it revised the outlook on
EIF Calypso LLC's $260 million senior secured term loan A due
2014, $390 million senior secured term loan B due 2019, and
$150 million senior secured revolving credit facility due 2014 to
negative from stable.  S&P also affirmed its 'BB+' rating on the
debt, and left unchanged the '2' recovery rating on all senior
secured debt, indicating expectations of substantial recovery
(70%-90%) in the event of a payment default.

The outlook change is stems from the ratings downgrade on Windsor
Financing LLC's $268.5 million in senior secured debt to 'BB' and
$52 million in subordinated debt to 'B'.  Windsor's project-
financed coal plants account for roughly 17% of the power
generating capacity in EIF Calypso's portfolio and 19% of pro
forma cash flows; the entity's financial performance for 2008 was
materially depressed by low-quality coal and operating problems
that led to scheduled outages and associated costs for maintenance
and replacement power under the Virginia Electric & Power Co.
power purchase agreement.

S&P remains concerned that Windsor will continue to have problems
with low-quality coal (and the operating and emissions problems
that may result), as well as depressed liquidity in the face of
lower margins.  As a result of these issues, distributions from
Windsor to EIF Calypso may be lower than originally expected.

"Over a longer time horizon, S&P is concerned that the portfolio
faces challenges in mitigating exposure to carbon costs," said
Standard & Poor's credit analyst Justin Martin.

The negative outlook reflects S&P's concern that cash
distributions from Windsor to the Calypso portfolio may be lower
than expected.  If Windsor's financial performance does not
materially improve in the next four quarters (or other assets in
the portfolio do not offset its poor performance) to achieve
portfolio-level debt service coverage of 1.30x-1.35x, S&P will
consider lowering the rating.  Conversely, if the portfolio
demonstrates stable coverage ratios above 1.35x, S&P will
stabilize the rating.  Additional downward pressure on the ratings
exists in the form of carbon cost exposure; EIF Calypso is in the
process of refining strategies to mitigate this exposure, which
S&P will analyze within the next two quarters.


ESTATE FINANCIAL: May Sell Atascadero Property for $949,000
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
granted Thomas P. Jeremiassen, the Chapter 11 trustee for
Estate Financial, Inc., and Bradley D. Sharp, the Chapter 11
trustee for Estate Financial Mortgage Fund, LLC authority to sell
the interests in the real property commonly known as 9190 Harvest
Way, Atascadero, California of (a) their respective estates,
including equitable interests of others as to which either estate
may be merely the legal holder and (b) interests of the Subject
investors who have made the applicable Trustee attorney in fact
for such purpose, to Roger H. Siminoff, for the purchase price of
$949,000.

The Court finds that the sale of the property complies with the
Court's Procedures Order entered Oct. 27, 2008, in the Estate
Financial, Inc. case and Oct. 28, 2008, in the Estate Financial
Mortgage Fund, LLC case.  Pursuant to the Court's order, the terms
and conditions of the proposed sale are approved and the sale is
authorized to occur in accordance with the sale agreement, escrow
instructions and other agreements entered into with the proposed
purchaser.

                      About Estate Financial

Five creditors of Paso Robles, California-based Estate Financial
Inc. -- http://www.estatefinancial.com/-- filed an involuntary
Chapter 11 petition against the real estate broker on June 25,
2008 (Bankr. C.D. Calif. Case Number 08-11457).  Petitioner Steve
Gardality asserted a claim of $6,269,768.  Estate Financial Inc.
consented to the bankruptcy filing on July 16, 2008.  Robert B.
Orgel, Esq., at Pachulski Stang Ziehl & Jones LLP, and William C.
Beall, Esq., at Beall and Burkhardt, represent the Debtor as
counsel.  A Chapter 11 trustee, Thomas P. Jeremiassen, was
appointed by the Court on July 23, 2008.  Brian D. Fittipaldi,
Esq., at the U.S. DOJ/Office of the U.S. Trustee, represents the
Chapter 11 trustee as counsel.  Robyn B. Sokol, Esq., and Steven
T. Gubner, Esq., at Ezra Brutzkus & Gubner, represents the
Official Committee of Unsecured Creditors as counsel.  In its
schedules, Estate Financial listed total assets of $27,428,550,
and total debts of $7,316,755.

                 About Estate Financial Mortgage

Paso Robles, California-based Estate Financial Mortgage Fund, LLC,
filed for Chapter 11 protection on July 1, 2008 (Bankr. C.D. Ca.
Case No. 08-11535).  Lewis R. Landau, Esq., at Calabasas,
California, represents the Debtor as counsel.  Bradley D. Sharp
was appointed as Chapter 11 trustee.  David M. Poitras, Esq.,
Joseph A. Eisenberg, Esq., and Thomas M. Geher, Esq., at Jeffer
Mangels Butler & Marmaro LLP, represent the Chapter 11 trustee as
counsel.  In its schedules, Estate Financial Mortgage Fund, LLC
listed assets of $19,620,404 and debts of $34,167.


FGIC CORP: Moody's Cuts IFSR to Caa1; Outlook Negative
------------------------------------------------------
Moody's Investors Service has downgraded to Caa1, from B1, the
insurance financial strength ratings of the main operating
subsidiaries of FGIC Corporation, including Financial Guaranty
Insurance Company and FGIC UK Limited.  In the same rating action,
Moody's downgraded to Ca from B3 the ratings on FGIC's contingent
capital securities, Grand Central Capital Trusts I-VI, and
downgraded to Ca from Caa2 the senior debt ratings of the holding
company, FGIC Corporation.  The rating action concludes a review
for possible downgrade that was initiated on October 24, 2008 and
reflects Moody's expectation of higher mortgage-related losses
arising from FGIC's insured portfolio and the constrained
liquidity and financial flexibility of the holding company.  The
rating outlook is negative.

Moody's ratings on securities that are guaranteed or "wrapped" by
a financial guarantor are generally maintained at a level equal to
the higher of a) the rating of the guarantor (if rated at the
investment grade level), or b) the published underlying rating
(and for structured securities, the published or unpublished
underlying rating).  In accordance with rating agency policy,
following Moody's June 20, 2008 rating action on FGIC which
lowered its rating to below the investment grade level, Moody's
withdrew ratings on FGIC wrapped securities for which there was no
published underlying rating.  Should the guarantor's rating
subsequently move back into the investment grade range, or should
the agency subsequently publish the associated underlying rating
(for non-structured securities), Moody's would reinstate
previously withdrawn ratings on those wrapped instruments.  For
wrapped structured finance securities, as announced on November
10, 2008, Moody's is in the process of reinstating previously
withdrawn ratings by looking to the current underlying rating on
the security, regardless of whether the underlying rating is
published or not.

According to Moody's, the rating action is the result of FGIC's
substantial exposure to US second lien, subprime and other
residential mortgage products, and Moody's expectation for
materially higher losses on these exposures as reflected in
continued adverse delinquency trends.  The rating agency currently
estimates an expected loss for FGIC's insured portfolio of
$3.9 billion, which compares to claims paying resources of
approximately $4 billion as of the end of the third quarter of
2008.  The rating and negative outlook reflect the possibility of
even greater than expected losses in extreme stress scenarios,
with losses possibly reaching sectors beyond mortgage related
exposures as corporate and other consumer credits face a more
challenging economic environment.  These factors have
significantly weakened FGIC's risk-adjusted capital adequacy
position despite its recent public finance reinsurance transaction
with MBIA and FGIC's continued counterparty negotiations to reduce
its exposures to poorly performing ABS CDOs.

The Caa1 rating for FGIC UK reflects the explicit support provided
by FGIC's quota share and excess of loss reinsurance policies.
Moody's notes that FGIC recently terminated its net worth
maintenance agreement with FGIC UK.

FGIC recently exercised its option to issue $300 million of non
cumulative preferred stock to Grand Central Capital Trusts I-VI,
with proceeds used to support the regulatory capital position of
FGIC.  The Ca ratings on FGIC's contingent capital securities and
on the senior debt of the holding company reflect the
subordination of these securities to policyholder claims and the
absence of unrestricted dividend capacity at FGIC.  Moody's
believes that FGIC Corporation maintains sufficient liquidity to
service its debt obligations over the near term, although its
longer term ability to pay debt service will likely depend upon
receiving regulatory approval to upstream dividends from FGIC.
Moody's considers this unlikely absent a marked improvement in
FGIC's regulatory capital and risk position.

The last rating action was on October 24, 2008 when the ratings of
FGIC were placed under review for possible downgrade.

                      List of Rating Actions

These ratings have been downgraded:

  * Financial Guaranty Insurance Company -- insurance financial
    strength to Caa1 from B1;

  * FGIC UK Limited -- insurance financial strength to Caa1 from
    B1;

  * Grand Central Capital Trusts I-VI -- contingent capital
    securities to Ca from B3; and

  * FGIC Corporation -- senior unsecured debt to Ca from Caa2.

FGIC Corporation is a holding company whose primary operating
subsidiaries, Financial Guaranty Insurance Corporation and FGIC UK
Limited, provide credit enhancement and protection products to the
public finance and structured finance markets throughout the
United States and internationally.  FGIC Corporation is privately
owned by an investor group consisting of The PMI Group, GE and
private equity firms Blackstone, Cypress and CIVC.


FIRST UNION: Moody's Affirms 'B3' $37.8MM Class G Notes Rating
--------------------------------------------------------------
Moody's Investors Service upgraded the rating of one class and
affirmed six classes of First Union Commercial Mortgage
Securities, Inc., Commercial Mortgage Pass-Through Certificates,
Series 1999-C1:

  -- Class IO-1, Notional, affirmed at Aaa; previously affirmed at
     Aaa on 1/24/2007

  -- Class B, $11,672,735, affirmed at Aaa; previously affirmed at
     Aaa on 1/24/2007

  -- Class C, $61,186,000, affirmed at Aaa; previously affirmed at
     Aaa on 1/24/2007

  -- Class D, $67,014,000, affirmed at Aaa; previously upgraded to
     Aaa from Aa1 on 1/24/2007

  -- Class E, $17,482,000, affirmed at Aaa; previously upgraded to
     Aaa from Aa1 on 9/25/2008

  -- Class F, $52,445,000, upgraded to Baa1 from Baa3; previously
     upgraded to Baa3 from Ba1 on 9/25/2008

  -- Class G, $37,877,000, affirmed at B3; previously affirmed at
     B3 on 1/24/2007

Moody's upgraded Class F based on increased credit enhancement due
to loan payoffs and principal amortization and overall stable pool
performance.  The certificate balance has declined 51% since
Moody's last full review in January 2007, resulting in a
significant increase in credit enhancement levels for all rated
classes.

As of the November 17, 2008 distribution date, the transaction's
aggregate certificate balance has decreased by approximately 77%
to $272 million from $1.2 billion at securitization.  Moody's
weighted average conduit loan to value ratio is 78% compared to
77% at Moody's prior full review and 91% at securitization.

The Certificates are collateralized by 79 loans ranging in size
from less than 1% to 8% of the pool, with the top 10 loans
representing 32% of the pool. The pool includes 31 credit tenant
lease loans which represent 22% of the pool's current outstanding
balance.  Fourteen loans, representing 25% of the pool, have
defeased and are collateralized by U.S. Government securities.

Twenty-one loans have been liquidated from the pool, resulting in
an aggregate realized loss of approximately $13.4 million.  There
is one loan, representing 1% of the pool, currently in special
servicing.  Moody's is not projecting a loss from this specially
serviced loan.  Thirteen loans, representing 14% 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 90%
of the pool, excluding CTL and defeased loans.

The top three non-defeased conduit loans represent 19.5% of the
outstanding pool balance.  The largest loan is the Prince George's
Metro Center Loan ($21.2 million -- 7.8%), which is secured by a
375,000 square foot office building located in Hyattsville,
Maryland.  The loan is on the master servicer's watchlist due a
decrease in debt service coverage caused by increased operating
expenses.  The decline in performance has been offset by
amortization.  The loan has amortized 13% since securitization.
Moody's LTV is 94% compared to 99% at last review.

The second largest loan is the Clarinbridge Loan ($18.2 million --
6.7%), which is secured by a 306-unit multifamily property located
approximately 26 miles northwest of Atlanta in Kennesaw, Georgia.
Performance has improved since last review due to increased
revenues and amortization.  The loan has amortized 6.5% since
securitization.  Moody's LTV is 82% compared to 87% at last
review.

The third largest loan is the New Brighton Manor Loan
($13.8 million -- 5.1%), which is secured by a 300-bed nursing
home located in Staten Island, New York.  Property performance has
declined since last review due to decreases in operating income
and increased operating expenses.  The loan is on the servicer's
watchlist for debt service coverage below 1.0x.  The decline in
property performance has been partially offset by amortization.
The loan has amortized 31% since securitization.  Moody's LTV is
119% compared to 115% at last review.

The CTL component includes 31 loans secured by properties leased
to nine corporate credits under bondable leases.  The largest
exposures are Rite Aid Corporation (34% of the CTL component;
Moody's senior unsecured rating Caa2/Caa3; on review for possible
downgrade), Lowe's Companies, Inc. (15%; Moody's senior unsecured
rating A1; stable outlook) and Walgreen Co. (15%; Moody's senior
unsecured rating A2; stable outlook).  Since last review, several
of the corporate credits have been downgraded, including Rite Aid,
Walgreen Co and Sears (1%).  Moody's also downgraded its credit
estimates of Edwards Supermarket (12%), Bunzl (7%) and IHOP (2%).
Moody's monitors transactions on both a monthly basis through two
sets of quantitative tools: MOST(R) (Moody's Surveillance Trends)
and CMM on Trepp, and a periodic basis through a full review.
Moody's prior full review is summarized in a press release dated
January 24, 2007.

The second principal methodology employed in monitoring this
transaction is the credit-tenant lease ("CTL")financing rating
methodology for single tenants.  Under Moody's CTL approach, the
rating of a transaction's certificates is primarily based on the
senior unsecured debt rating (or the corporate family rating) of
the tenant, usually an investment grade rated company, leasing the
real estate collateral supporting the bonds.  This tenant's credit
rating is the key factor in determining the probability of default
on the underlying lease.  The lease generally is "bondable", which
means it is an absolute net lease, yielding fixed rent paid to the
trust through a lock-box, sufficient under all circumstances to
pay in full all interest and principal of the loan.  The leased
property should be owned by a bankruptcy-remote, special purpose
borrower, which grants a first lien mortgage and assignment of
rents to the securitization trust.  The dark value of the
collateral, which assumes the property is vacant or "dark", is
then examined; the dark value must be sufficient, assuming a
bankruptcy of the tenant and rejection of the lease, to support
the expected loss consistent with the certificates' rating.  The
certificates' rating will change as the senior unsecured debt
rating (or the corporate family rating) of the tenant may change.
Moody's also considers the overall structure and legal integrity
of the transaction.

For deals that consist of pools of credit tenant loans only,
Moody's currently uses a Gaussian copula model, incorporated in
its public CDO rating model CDOROMv2.4 to generate a portfolio
loss distribution to assess the ratings.  When credit tenant loans
are included in a conduit or fusion transaction, Moody's employ a
binomial expansion model to assess the credit risk associated with
the credit tenant subpool.


FLYING J: Decline in Oil Prices Prompts Chapter 11 Filing
---------------------------------------------------------
Flying J Inc. and six of its affiliates filed separate voluntary
petitions under Chapter 11 of the U.S. Bankruptcy Code in the
United States Bankruptcy Court in Delaware.

The company said the Chapter 11 filing will allow it to address
near-term liquidity needs brought about by the precipitous decline
in oil prices coupled with the disruption in the credit markets.

According to J. Phillip Adams, chief executive officer and
president of Flying J Inc., the company is in the midst of a
short-term liquidity constraint as a result of the decline in oil
and gas prices.  Mr. Adams said economic crisis has cause a global
decline in demand for oil and gas that affected the prices.  Mr.
Adams related that, as of Dec. 19, 2008, oil prices fell by almost
60% against the previous year and over 75% from the record level
of $147 per barrel reached in July 2008.  The $100 per barrel
decline in oil prices in the last three months affected the
Debtors' short-term cash availability, Mr. Adams pointed out.

Mr. Adams said that the decline in oil prices has (i) led to
decline in the Debtors' liquidity in its retail operations as well
as their supply and distribution operation, wherein decreasing the
Debtors' accounts receivables and the value of their inventory as
a result of writing their inventory down in value and shrinkage of
their trade payables; and (ii) limited the Longhorn Group's access
to its credit line under the Longhorn revolver due to the decline
in the value of the linefill collateral required the Longhorn
Group to make mandatory prepayments on amounts outstanding.

The Longhorn Group are Longhorn Pipeline Inc., Longhorn Pipeline
Holdings LLC, Longhorn Partners GP LLC, and Longhorn Partners
Pipeline LLP, which supply refined petroleum products in Texas.

The Debtors estimated that their access to liquid capital dropped
by $155 million as a result of the global decline in oil prices
from the end of September 2008 to present.  In addition to the
adverse market condition, the Debtor replaced 40 miles of the
Longhorn pipeline and make other repairs for about $40 million,
Mr. Adams noted.

The company further said it plans to continue normal business
operations as it moves through the reorganization process.  All of
its operations, including approximately 250 travel plazas
and fuel stops, are open and serving customers in the normal
course, the company added.

The company noted that there are no other subsidiaries or
affiliates, including its Canadian operations, were included in
the filing or are subject to the reorganization proceedings.

"Even though Flying J today is a successful and historically
profitable company, it faced near-term liquidity pressure from
an unprecedented combination of factors: the precipitous drop in
the price of oil and the lack of available financing from our
traditional sources due to disrupted credit markets," J. Phillip
Adams, Flying J President and Chief Executive Officer, said.
"With this sudden and unanticipated inability to meet our
liquidity needs, we regret that we had no other choice than a
Chapter 11 filing to enable us to stabilize our financial base."

"The good news is we have valuable assets, we do not expect
layoffs will be necessary, and we are optimistic we will be able
to generate substantial cash internally to allow us to meet our
obligations going forward.

"Our objective is to move through this process as quickly as
possible and to work toward a solution that will address our
short-term liquidity needs and allow us to meet our past
obligations in full.  In the meantime, our team is focused on
continuing business as usual.  We appreciate the support and
understanding of our vendors and suppliers during this time," Mr.
Adams said.

The company said it will be filing customary "First Day" motions
to support its employees, customers and suppliers by providing for
its associates to continue to be paid in the usual manner, and for
their medical, dental, life insurance, disability and other
benefits to continue without disruption.  Suppliers will be paid
under normal terms for goods and services provided after the
filing date of December 22, 2008.

                          About Flying J

Headquartered in in Ogden, Utah, Flying J Inc. --
http://www.flyingj.com-- operates an oil company with operations
in the filed of exploration and refining of petroleum products.
The company engages in online banking, card processing truck
and trailer leasing, and payroll services.  The company also
operate about 200 travel plazas in 41 states and six Canadian
provinces.


FLYING J: Case Summary & 30 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: Flying J Inc.
        1104 Country Hills Drive
        Ogden, UT 84403

Bankruptcy Case No.: 08-13384

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
Longhorn Partners Pipeline, L.P.                   08-13380
Big West Oil, LLC                                  08-13381
Big West of California, LLC                        08-13383
Big West Transportation, LLC                       08-13385
Longhorn Pipeline Holdings, LLC                    08-13387
Longhorn Pipeline, Inc.                            08-13388

Type of Business: The Debtors operate an oil company with
                  operations in the filed of exploration and
                  refining of petroleum products.  The Debtors
                  engage in online banking, card processing truck
                  and trailer leasing, and payroll services.

                  The Debtors also operate about 200 travel plazas
                  in 41 states and six Canadian provinces.

                  See: http://www.flyingj.com/

Chapter 11 Petition Date: December 22, 2008

Court: District of Delaware (Delaware)

Judge: Mary F. Walrath

Debtors' General
Restructuring
Counsel:          Kirkland & Ellis LLP

Debtors' Delaware
Counsel:          Pauline K. Morgan, Esq.
                  bankfilings@ycst.com
                  Young, Conaway, Stargatt & Taylor LLP
                  1000 West Street, 17th Floor
                  P.O. Box 391
                  Wilmington, DE 19899-0391
                  Tel: (302) 571-6600
                  Fax: (302) 571-1253

Financial Advisor: The Blackstone Group LP

Claims Agent: Epiq Bankruptcy Solutions LLC

Estimated Assets: More than $1 billion

Estimated Debts: $100 million to $500 million

The Debtors' Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Zion Bank                      bank loan         $85,817,705
Retail Loan Center
2460 South 3270 West
West Valley City, UT 84119
Tel: (801) 844-5100

Cononco Philips Company        trade debt        $69,447,149
600 N. Dairy Ashford Road
Houston, TX 77079
Tel: (918) 661-5746

Berry Petroleum Company        trade debt        $26,088,709
1999 Broadway, Suite 3700
Denver, Co 80202
Tel: (303) 999-4400

Houston Refining LP            trade debt        $19,137,323
12000 Lawnside St.
Houston, TX 77017
Tel: (713) 652-7200

BP & Oil Co.                   trade debt        $17,457,498
PO Box 101998
Atlanta, GA 30392
Tel: (281) 675-5752

Shell Trading (US) Company     trade debt        $11,979,627
910 Louisiana Street
One Shell Plaza
Houston, TX 77252-2463

Plains Marketing LP            trade debt        $11,254,108
333 Clay Street, Suite 1600
Houston, TX 77002
Tel: (713) 646-4100

Valero Marketing & Supply      trade debt        $10,156,880
One Valero Way
San Antonio, TX 78249-1112

Marathon Oil Company           trade debt        $10,121,838
555 San Felipe Road
Houston, TX 77056-2723
Tel: (713) 629-6600

Koch Refining                  trade debt        $8,999,126
9011 Johnny Morris Road
Austin, TX 78724

Occidental Energy Marketing    trade debt        $4,896,760
5 Greenway Plaza, Suite 2400
Houston, TX 77017
Tel: (713) 215-7000

Motiva Enterprises LLC         trade debt        $4,568,645
700 Milam Street
Houston, TX 77002
Tel: (713) 277-8000

Encana Marketing (USA)         trade debt        $4,423,782
370 17th St., Suite 1700
Denver, CO 80202
Tel: (877) 386-2200

ExxonMobil Fuels Marketing     trade debt        $4,111,097
5959 Las Colinas Blvd.
Irving, TX 75039-2298
Tel: (972) 444-1000

Brad Hall & Associates         trade debt        $4,050,100
2840 Sunnybrook Lane
Idaho Falls, ID 83404-7475
Tel: (208) 523-6582

Murphy Oil USA Inc.            trade debt        $3,964,165
200 Peach Street
Eldorado, AR 71730
Tel: (870) 862-6411

PG & E                         trade debt        $3,772,014
One Market Spear Tower
Suite 2400
San Francisco, CA 94105-1126
Tel: (415) 267-7000

Sun Company Inc.               trade debt        $3,628,781
Department 78096
PO Box 77000
Detroit, MI 48278-0096

Equillon Enterprises           trade debt        $3,317,062
910 Louisiana Street
Houston, TX 770022-4916
Tel: (713) 241-6161

Buena Vista Hills LLC          trade debt        $3,156,101
1410-17th Street
Denver, Co 80202
Tel: (303) 327-7677

E&B Resources Management Corp. trade debt        $3,048,614
34740 Merced Avenue
Bakersfield, CA 93308
Tel: (661) 392-7575

Seneca Resources Corporation   trade debt        $3,032,764
1201 Louisiana Street
Suite 400
Houston, TX 77002
Tel: (713) 654-2600

Frontier Oil & Refining        trade debt        $3,716,981
1000 Memorial Drive
Suite 600
Houston, TX 77024-3411
Tel: (713) 688-9600

Tesoro Petroleum Corporation   trade debt        $2,708,918
300 Concord Plaza Drive
San Antonio, TX 78216
Tel: (800) 837-6762

San Joaquin Refining Co.       trade debt        $2,465,281
3129 Standard Street
Bakersfield, CA 90084-0761
Tel: (661) 327-4257

Center Marketing Company       trade debt        $2,439,678
600 Mason Ridge center Drive
St. Louis, MO 63151-8557
Tel: (314) 682-3500

Mobil Oil Corporation          trade debt        $2,389,692
5959 Las Colinas Blvd.
Irving, TX 75039-2298
Tel: (972) 444-1000

Equistar Chemicals LP          trade debt        $2,323,963
1221 McKimmey Street
Houston, TX 77010
Tel: (713) 652-7200

Kinergy Marketing              trade debt        $2,283,706
1260 Lake Boulevard
Suite 225
Davis, CA 95616
Tel: (530) 750-3017

The petition was signed by the company's president and chief
executive officer J. Phillip Adams.


FORD MOTOR: Moody's Lowers Ratings Deeper Into Junk Territory
-------------------------------------------------------------
Moody's Investors Service lowered the Corporate Family Rating and
Probability of Default Rating of Ford Motor Company to Caa3 from
Caa1 and lowered the company's Speculative Grade Liquidity rating
to SGL-4 from SGL-3.  The outlook is negative.  The downgrade
reflects the increased risk that Ford will have to undertake some
form of balance sheet restructuring in order to achieve the same
UAW concessions that General Motors (GM) and Chrysler are likely
to achieve as a result of the recently-approved government bailout
loans.  Such a balance sheet restructuring would likely entail a
loss for bond holders and would be viewed by Moody's as a
distressed exchange and consequently treated as a default for
analytic purposes.

Bruce Clark, Senior Vice President with Moody's said, "In return
for its loans to GM and Chrysler, Washington is going to demand
that all stake holders step up and make sacrifices. This will mean
wage and benefit concessions from the UAW, and haircuts to debt
for creditors." Clark went on to explain, "Even if Ford ends up
not needing government loans because of its stronger liquidity
position, the company must have UAW parity with GM and Chrysler.
But, the UAW is unlikely to make concessions to Ford unless Ford's
creditors also bear some pain in the form of a debt
restructuring."

The terms of the recently-approved $17.4 billion in short-term
government financing for GM and Chrysler include important
operational and financial targets. Substantial progress in
achieving these targets will be important to: the government's
decision to extend these loans beyond March 31, 2009; the
provision of any additional funds that might be needed; and, the
restoration of the companies' operational competitiveness. These
targets include substantial wage and benefit concessions by the
UAW and a reduction in debt by as much as two-thirds through a
debt for equity exchange. Moody's expects that considerable
progress will be made in both of these targeted areas.

Ford has maintained that it is not facing a near-term liquidity
shortfall, and it is not seeking short-term financial assistance
from the government. Rather, it has requested the provision of up
to $9 billion in bridge financing that would be available should
market and demand conditions during 2009 be worse than the company
anticipates. Nevertheless, if GM and Chrysler achieve UAW
concessions in conjunction with a forced reduction in debt,
Moody's believes it will be critical for Ford to obtain similar
labor concessions in order to remain competitive. However, Ford is
unlikely to receive those concessions in the absence of some form
of debt reduction that would entail a loss to bond holders.

Moody's expects that the framework of the government loans
extended to GM and Chrysler will create considerable labor and
cost of capital motivations for Ford to undertake a debt
restructuring even if the company does not have to draw on bailout
funds from the government. Moreover, it is possible that the
provision of the committed borrowing facility that Ford is
requesting from the government could have labor concession and
debt reduction provisions similar to those contained in the loans
granted to GM and Chrysler.

Ford's liquidity position at September 30, 2008 consisted of $18.9
billion in cash and $10.7 billion in undrawn committed credit
facilities. The company believes that this liquidity profile,
combined with the cash saving initiatives it is undertaking,
should enable it to fund itself through 2009. However, the weak
outlook for the US economy, depressed consumer confidence, and
falling automotive demand in the US and Europe could severely
strain the company's liquidity position during 2009. Ford's
current operating plan anticipates that US light vehicle sales
will approximate 12.2 million units during 2009. This planning
assumption is significantly higher than the 10.3 million
seasonally adjusted annual rate of US automotive shipments for
November. As a result of these mounting operating pressures Ford's
Speculative Grade Liquidity rating was lowered to SGL-4,
indicating weak liquidity during the coming 12 to 15 months. These
same operating pressures result in the negative rating outlook.

The last rating action on Ford was an affirmation of the company's
Caa1 Corporate Family Rating on December 3, 2008.

The principal methodology used in rating Ford was Moody's Global
Automotive Manufacturer Methodology, which can be found at
http://www.moodys.comin the Credit Policy & Methodologies
directory, in the Ratings Methodologies subdirectory.  Other
methodologies and factors that may have been considered in the
process of rating this issuer can also be found in the Credit
Policy & Methodologies directory."

Ford Motor Company, headquartered in Dearborn, MI, is a leading
global automotive manufacturer.


FOREST CITY: Moody's Cuts Senior Unsecured Debt Ratings to 'B1'
--------------------------------------------------------------
Moody's Investors Service said that it has lowered the senior
unsecured debt ratings of Forest City Enterprises, Inc. to B1 from
Ba3, and maintained the rating outlook on negative.  The downgrade
reflects the deterioration in the firm's earnings owing both to
the reduced contribution of its land sales businesses and on-going
charges for abandonment of development pursuits.  In addition,
Forest City faces a material development pipeline of over
$2 billion with over $1 billion of remaining funding needs, the
majority of which the company has committed from lenders.  The
firm's maturities are also significant at $141 million in fiscal
2008 and over $1 billion in fiscal 2009; this is a concern due to
continued deterioration in the debt capital markets.

The current rating reflects that Forest City's core portfolio has
been performing consistently in the first nine months of the
fiscal 2008 with average comparable occupancies in all three of
its key product lines--retail, office and residential--in excess
of 90% and year-over-year NOI growth of 2.5% in retail, 1.3% in
office and 1.5% in residential.  The firm's lease expiration
profile remained well-laddered both in the retail and office
segments, and none of Forest City's retail or office tenants
contributed over 10% of annual rents.  Positively, Forest City's
liquidity is adequate and the firm has suspended its common
dividends and stopped all new development projects to boost its
cash availability.

The negative rating outlook reflects the decline in fixed charge
coverage and increase in leverage (measured as debt/EBITDA)
experienced by Forest City.  Moody's continues to anticipate
additional deterioration in the company's credit profile and
earnings in the medium-term due to the recessionary economic
environment and very constrained capital markets.

The rating outlook is likely to return to stable once Forest
City's fixed charge coverage has stabilized at above 1.3X and
debt/EBITDA is closer to 12X.  Maintaining sound liquidity would
also be important for the outlook to be stabilized.  The downgrade
would be precipitated by continued earnings deterioration and
resulting further pressure on leverage and coverage, as well as
any breach of covenants or liquidity challenges.

Moody's last rating action with respect to Forest City was on
April 3, 2008, when the ratings were affirmed and the rating
outlook was changed to negative reflecting earnings deterioration.

These ratings were lowered with a negative outlook:

  * Forest City Enterprises, Inc. -- Senior unsecured debt at B1,
    senior unsecured shelf at (P)B1, senior subordinate shelf at
    (P)B3, subordinate shelf at (P)B3, junior subordinate shelf
    at (P)B3, and preferred shelf at (P)B3

Forest City Enterprises, Inc. is a national real estate company
that is principally engaged in the ownership, development,
management and acquisition of commercial and residential real
estate and land throughout the United States.  At October 31,
2008, its assets totaled $10.9 billion.


FORTUNE INDUSTRIES: Auditor Raises Going Concern Doubt
------------------------------------------------------
Somerset CPAs, P.C., in Indianapolis, Indiana, informed the Board
of Directors and shareholders of Fortune Industries, Inc., and
subsidiaries, on December 15, 2008, that it has substantial doubt
about the company's ability to continue as a going concern.

The firm audited the company's financial statements for the years
ended August 31, 2008, and 2007.  The firm noted that the company
has suffered recurring losses from operations and has a net
capital deficiency.

"The company incurred a net loss of $19,581, cash flow used in
operations of $1,802, and a shareholders? deficiency of $3,413 as
of and during the year ended August 31, 2008.  These matters raise
substantial doubt about its ability to continue as a going
concern," John F. Fisbeck, chief executive officer, and Garth
Allred, chief financial officer, said.

Effective November 30, 2008, the company approved a transaction to
sell all of the outstanding shares of common stock of its wholly
owned subsidiaries, James H Drew Corporation, Nor-Cote
International, Inc., Fortune Wireless, Inc. and Commercial
Solutions, Inc.  The subsidiaries were sold to related party
entities owned by the company?s majority shareholders in exchange
for a $10,000,000 reduction in the outstanding balance of the term
loan note due to the majority shareholder and a three year Term
Loan Receivable in the amount of $3,500,000.  The Term Loan
Receivable bears interest at prime plus 1% and is interest only
for the first twelve months, with $50,000 and $100,000 monthly
principal payments due in years two and three, respectively.  The
unpaid balance at maturity is due in lump sum payment.

As part of the terms of the sales transaction, the majority
shareholder received 217,000 shares of Series C Preferred Stock in
consideration for cancellation of the outstanding principal
balance of the term note payable of $21.7 million.  In addition,
the company converted 79,180 shares of Series B Preferred Stock
previously issued to and held by the majority shareholder to
79,180 shares of Series C Preferred Stock.  The Series C Preferred
Stock is non-redeemable, non-voting cumulative preferred and bears
annual dividends of $5 per share in years one and two subsequent
to the transaction date, $6 per share in year three subsequent to
the transaction date and $7 per share thereafter.

As part of the terms of the sales transaction, the company issued
the majority shareholder 2.2 million warrants with a ten-year term
and an exercise price of $0.40 per share.

According to Mr. Fisbeck and Mr. Allred, by selling the
subsidiaries in four segments that overall have been
underperforming and require a higher level of working capital
investment, management believes they will be able to start
generating positive cash flows immediately.  "The conversion of
the outstanding debt to preferred stock by the company's majority
shareholder will also result in a significant decrease in the debt
service requirements in 2009.  With the company?s human capital
and financial resources all focusing on the profitability of a
segment that historically has generated operating income and
strong cash flows from operations, management believes the company
will have adequate cash to fund anticipated needs through
August 31, 2009."

As of August 31, 2008, the company's balance sheet showed total
assets of $66,112,000 and total liabilities of $70,042,000,
resulting in total stockholders' deficit of $3,413,000.

A full-text copy of the company's annual report is available for
free at http://researcharchives.com/t/s?369f

                     About Fortune Industries

Fortune Industries, Inc., formerly known as Fortune Diversified
Industries, Inc., is an Indiana corporation, originally
incorporated in Delaware in 1988.  Fortune Industries and its
subsidiaries provided a variety of services and products for
selected market segments, which are classified under five
operating segments, Business Solutions, Wireless Infrastructure,
Transportation Infrastructure, Ultraviolet Technologies and
Electronics Integration.  Effective November 30, 2008 the company
sold its subsidiaries in four of its five business segments to a
related party.  Management will focus all its financial and human
capital resources on its subsidiaries in the Business Solutions
segment.


GENERAL GROWTH: Grants Concession to Lenders; Won't Sell Assets
---------------------------------------------------------------
General Growth Properties Inc. granted a concession that its
lenders have been asking, to gain a reprieve on a debt-payment
deadline last week, Kris Hudson and Jeffrey McCracken at The Wall
Street Journal report, citing people familiar with the matter.

Sources told WSJ that General Growth won't take any significant
actions -- selling malls, refinancing properties or transferring
assets between its subsidiaries -- during the term of the
forbearance pact without the consent of the majority of lenders in
its credit facility.

As reported by the Troubled Company Reporter on Dec. 19, 2008,
General Growth's syndicate of lenders for the $900 million Fashion
Show and Palazzo mortgage loans entered into a Forbearance and
Waiver agreement that extends until Feb. 12, 2009.  The company
also said that its syndicate of lenders for the 2006 Senior Credit
Agreement entered into a Forbearance and Waiver agreement that
extends until Jan. 30, 2009, and, in connection with this
agreement, the company agreed to certain restrictions and
covenants with this syndicate during the forbearance period.
General Growth was seeking to for an agreement with its syndicate
of lenders to further extend the maturity date on the $900 million
Fashion Show and Palazzo mortgage loans.

WSJ relates that the reprieve gives General Growth and its lenders
time to try to resolve problems and a chance to reach an agreement
on a longer extension.

General Growth, says WSJ, has to sell several malls and refinance
mortgages to cope with the $900 million Las Vegas loan and
$2 billion in other debts coming due next year.  According to the
report, General Growth has begun marketing prominent malls up for
sale, but unless the firm resolves its debt deadlines, it would
take long to sell those properties.

Based in Chicago, Illinois, General Growth Properties, Inc.
(NYSE:GGP) -- http://www.ggp.com/-- is the second-largest U.S.
mall owner with 200-plus shopping malls in 44 states.  General
Growth is a self-administered and self-managed real estate
investment trust.  General Growth owns, manages, leases and
develops retail rental property, primarily shopping centers.
Substantially all of its properties are located in the United
States, but the company also has retail rental property operations
and property management activities -- through unconsolidated joint
ventures -- in Brazil and Turkey.  Its Master Planned Communities
segment includes the development and sale of residential and
commercial land, primarily in large-scale projects in and around
Columbia, Maryland; Houston, Texas; and Summerlin, Nevada, as well
as the development and sale of its one residential condominium
project located in Natick (Boston), Massachusetts.

General Growth said in a regulatory filing Sept. 30 that its
potential inability to address its 2008 or 2009 debt maturities in
a satisfactory fashion raises substantial doubts as to its ability
to continue as a going concern.  General Growth had
$29.6 billion in total assets and $27.3 billion in total
liabilities as at Sept. 30.

                         *     *     *

As reported by the Troubled Company Reporter on Dec. 11, 2008,
Fitch Ratings, has downgraded the Issuer Default Ratings and
outstanding debt ratings of General Growth Properties to 'C' from
'B'.


GENERAL MOTORS: To Mull Alternatives for Saturn, May Sell Brand
---------------------------------------------------------------
Sharon Terlep at Dow Jones Newswires reports that General Motors
promised to explore alternatives for its Saturn brand, including
joining it with another automaker, selling it, or closing the
brand, as part of the restructuring plan the company rolled out to
secure federal loans.

GM's sales chief Mark LaNeve, to try to minimize speculation that
the company will kill the Saturn brand, said on Monday that GM is
focused on finding a new business model for the "money-losing
lineup," promising aggressive incentives beginning in January to
move 2009 cars and trucks, Dow Jones relates.

According to Dow Jones, GM launched the Saturn brand in 1985 to
battle Toyota Motor Co. and Honda Motor Corp.  Dow Jones says that
despite major investments from GM and an all-new lineup of
vehicles, Saturn has struggled with "red ink" and dropping sales
for years.

Dow Jones quoted Mr. LaNeve as saying, "We have a very successful
consumer brand with Saturn.  We need to find the right business
model.  We are completely behind Saturn."  GM has received
hundreds of letters from Saturn clients supporting the brand, the
report states, citing Mr. LaNeve.

Mr. LaNeve, according to Dow Jones, said that the franchise
agreements GM has with Saturn dealers gives the automaker more
freedom to restructure the brand.

GM is concentrating on clearing its 2007 and 2008 model-year
vehicles from showrooms by year-end, so that the company would be
able to make discounts on 2009 vehicles, Dow Jones says, citing
Mr. LaNeve.  The report quoted Mr. LaNeve as saying, "We need to
sell to generate cash.  We will be aggressive," on incentives.

                      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.

As reported in the Troubled Company Reporter on Nov. 10,
2008, General Motors Corporation's balance sheet at
Sept. 30, 2008, showed total assets of $110.425 billion, total
liabilities of $170.3 billion, resulting in a stockholders'
deficit of $59.9 billion.

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 11, 2008,
Standard & Poor's Ratings Services lowered its ratings, including
the corporate credit rating, on General Motors Corp. to 'CCC+'
from 'B-' and removed them from CreditWatch, where they had been
placed with negative implications on Oct. 9, 2008.  S&P said that
the outlook is negative.

Fitch Ratings, as reported in the Troubled Company Reporter on
Nov. 11, 2008, placed the Issuer Default Rating of General Motors
on Rating Watch Negative as a result of the company's rapidly
diminishing liquidity position.  Given the current liquidity level
of $16.2 billion and the pace of negative cash flows, Fitch
expects that GM will require direct federal assistance over the
next quarter and the forbearance of trade creditors in order to
avoid default.  With virtually no further access to external
capital and little potential for material asset sales, cash
holdings are expected to shortly reach minimum required operating
levels.  Fitch placed these on Rating Watch Negative:

  -- Senior secured at 'B/RR1';
  -- Senior unsecured at 'CCC-/RR5'.

As reported in the Troubled Company Reporter on June 24, 2008,
DBRS has placed the ratings of General Motors Corp. and General
Motors of Canada Limited Under Review with Negative Implications.
The rating action reflects the structural deterioration of the
company's operations in North America brought on by high oil
prices and a slowing U.S. Economy.


GENERAL MOTORS: Fitch Downgrades IDR to 'C'; Default Imminent
-------------------------------------------------------------
Fitch Ratings has downgraded the Issuer Default Rating of General
Motors Corporation to 'C', indicating that default is imminent.

The rating action reflects the terms of federal government
assistance that were announced, which include a reduction in the
company's current debt load.  Debt reduction is expected to take
the form of a distressed debt exchange, which is a default under
Fitch's methodology, although how the exchange is to be
accomplished remains highly uncertain.

The ability of GM to use equity to address debt and VEBA
obligations is very limited given the size of the obligations and
GM's current market capitalization.  The threat of a bankruptcy
remains, given the terms of the federal assistance, and the
maturity.  Fitch expects the current agreement will be
significantly restructured prior to its maturity.

Recovery ratings for unsecured holders could move down further
from current estimates of 10%-30%.  Under GM's plan, unsecured
holders could lose 50% immediately under a distressed debt
exchange.  Recoveries will also be impaired by the potential
elimination of any remaining value ascribed to GM's equity
interest in GMAC, and the fact that government loans (or loan
guarantees) will be placed in a senior position to exiting
unsecured debt.  Changes to other liabilities, such as health
care, and other changes to GMs cost structure will also be
factored into the recovery analysis as details become available.

Fitch has downgraded these ratings:

General Motors Corporation

  -- IDR to 'C' from 'CCC';
  -- Senior secured to 'CCC/RR1' from 'B/RR1';
  -- Senior unsecured to 'C/RR5' from 'CCC-/RR5'.

General Motors of Canada Ltd.

  -- Long-term IDR to 'C' from 'CCC';
  -- Senior unsecured to 'C/RR5' from 'CCC-/RR5'.


GEORGIA GULF: Bad Market Conditions Cues Sarnia PVC Plant Closure
-----------------------------------------------------------------
Georgia Gulf Corporation disclosed in a regulatory filing with the
Securities and Exchange Commission that it is permanently closing
its Sarnia, Ontario (Canada) PVC resin plant.  The plant had
operated only periodically in 2008 due to decreased demand in the
housing and construction markets.  In response to continued
weakening in the markets, Georgia Gulf has made the decision to
permanently close the facility, which had the capacity to produce
450 million pounds of PVC resin annually.

"We operated the Sarnia facility as a swing plant with the
intention of re-starting production soon as the markets recovered
and demand improved," stated Paul Carrico, president and CEO of
Georgia Gulf Corporation.  "In light of prevailing market
conditions, we have made the difficult decision to permanently
close this facility in an effort to better match our supply with
the realities of the marketplace."

As a result of the Sarnia PVC resin plant closure, the company
expects to record a non-cash charge of about $50 million in the
4th quarter of 2008.  The company expects the cash costs related
to the Sarnia plant closure and other cash restructuring costs
incurred in the third and fourth quarters of 2008 to be
approximately $12 million.  Under the terms of the last credit
facility amendment, these charges can be excluded from EBITDA for
purposes of Georgia Gulf's covenant calculations.

Headquartered in Atlanta, Georgia, Georgia Gulf Corporation
(NYSE:GGC) -- http://www.ggc.com/-- manufactures and markets two
integrated product lines: chlorovinyls and aromatics.  The
company's primary chlorovinyls products are chlorine, caustic
soda, vinyl chloride monomer, vinyl resins and vinyl compounds,
and itsaromatics products are cumene, phenol and acetone.  GGC
operates through four segments: chlorovinyls; window and door
profiles and mouldings products; outdoor building products, and
aromatics.  On Oct. 3, 2006, GGC completed the acquisition of
Royal Group Technologies Limited, a North American manufacturer
and marketer of vinyl-based building and home improvement
products.

At Sept. 30, 2008, the company's balance sheet showed total assets
of $2,009,475,000, total liabilities of $1,894,472,000 and
stockholders' equity of $115,003,000.

For three months ended Sept. 30, 2008, the company posted net loss
of $17,402,000 compared to net income of $89,000 for the same
period in the previous year.

For nine months ended Sept. 30, 2008, the company reported net
loss of $58,955,000 compared to net loss of $38,702,000 for the
same period in the previous year.

On September 30, 2008, the company's balance sheet debt consisted
of $351.2 million of term debt and $125.8 million of borrowings
under its revolving credit facilities under its senior secured
credit facility, $100.0 million of unsecured 7.125 percent senior
notes due 2013, $500.0 million of unsecured 9.5% senior notes due
2014, $200.0 million of unsecured 10.75% senior subordinated notes
due 2016, $105.3 million of lease financing obligations and
$31.0 million in other debt.  The decrease of $7.4 million in the
lease financing obligations from December 31, 2007 is due to
foreign currency translation adjustments.

At September 30, 2008, under the company's revolving credit
facility, it had a maximum borrowing capacity of $375.0 million
with $6.5 million through Lehman Brothers that is unavailable due
to their current bankruptcy filing, and net of outstanding letters
of credit of $83.1 million and current borrowings of $125.8
million, and the company had remaining availability of $159.6
million.  Of the $125.8 million revolver borrowings and $83.1
million of letters of credit outstanding under the revolving
credit facility at September 30, 2008, $39.7 million relates to
Lehman Brothers commitment, and would not be available to the
company if it paid down the revolver or reduced the related
outstanding letters of credit.  Over the next 12 months, the
company expects to pay off $90.0 million of borrowings, including
$39.5 million on its revolver credit facility, $17.0 million of
other debt and $33.5 million on its term loan B as its expectation
of what it expects to pay within the next 12 months.  Therefore,
the company has classified this debt as current in its
consolidated balance sheet as of September 30, 2008.  Debt under
the senior secured credit facility is secured by a majority of its
assets, including real and personal property, inventory, accounts
receivable and other intangibles.

                         *     *     *

As reported in the Troubled Company Reporter on Sept. 30, 2008,
Georgia Gulf Corporation disclosed in a Securities and Exchange
Commission filing that it entered into a fourth amendment to its
senior secured credit facility provided by a syndicate of banks
and other financial institutions led by Bank of America, N.A., as
administrative agent.

Among the amendments, the Lenders require the company to retain a
financial advisory firm of national standing by Sept. 30, 2008, to
assist company in its operational restructuring efforts.


GLITNIR BANKI: Rebranded as 'Islandsbanki' or 'Bank of Iceland'
---------------------------------------------------------------
Iceland Review reports that it has been decided that as of
February 20, 2009, Glitnir banki hf will be known as Islandsbanki,
or the Bank of Iceland.

Citing Frettabladid, the report relates that according to the
bank's new director Birna Einarsdottir, the decision had been made
because the brand Glitnir was not reliable anymore.

The report notes the changes will take effect in the coming months
and cost will be kept as low as possible.

                 About Glitnir banki

Headquartered in Reykjavik, Iceland, Glitnir banki hf --
http://www.glitnir.is/-- offers an array of financial services to
corporation, financial institutions, investors and individuals.

Glitnir banki filed a Chapter 15 petition on November 26, 2008
(Bankr. S.D. N.Y. Case No. 08-14757).  The firm has retained Gary
S. Lee, Esq., at Morrison & Foerster LLP, in New York, as counsel.
In its Chapter 15 petition, the company estimated both its assets
and debts to be than US$1 billion each.


GLOBAL CREDIT: S&P Downgrades Preferred Shares' Rating to 'CCC-'
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on Global
Credit Pref. Corp.'s preferred shares.  At the same time, S&P
removed the ratings from CreditWatch with negative implications,
where they were placed Nov. 14, 2008.

The lowering of the ratings mirrors the lowering of the rating on
the credit-linked note to which the preferred shares are linked.

                           Ratings List
                    Global Credit Pref Corp.

      Ratings Lowered And Removed From CreditWatch Negative

                              To            From
                              --            ----
    Preferred shares
     Global scale             CCC-          CCC/Watch Neg
     National scale           P-5(Low)      P-5/Watch Neg

(Related CLN: The Toronto-Dominion Bank C$48,031,000 Portfolio
Credit-Linked Notes.)


GLOBAL DISCS: S&P Downgrades Rating on Trust Units to 'BB+'
-----------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on the trust
units of Global DiSCS Trust 2004-1 and removed it from CreditWatch
with negative implications, where it was placed Nov. 14, 2008.

The lowering of the rating mirrors the lowering of the rating on
the credit-linked note to which the issue of trust units is
linked.

                           Ratings List

                    Global DiSCS Trust 2004-1
      Ratings Lowered And Removed From CreditWatch Negative

      Class                 To               From
      -----                 --               ----
      Trust units
       Global scale:        BB+              BBB+/Watch Neg

(Related CLN:  Maple 2004-1789, Tranche D.)



HARRAH'S ENTERTAINMENT: Unit Completes $2.1 Billion Exchange Offer
-----------------------------------------------------------------
Harrah's Entertainment, Inc., disclosed the final results of the
private exchange offers of its subsidiary, Harrah's Operating
Company, Inc. to exchange certain of HOC's outstanding debt
securities for up to $2.1 billion aggregate principal amount of:

   i) new 10.00% Second-Priority Senior Secured Notes due 2015 of
      HOC, for Old Notes maturing between 2010 and 2013; and

  ii) new 10.00% Second-Priority Senior Secured Notes due 2018,
      for Old Notes maturing between 2015 and 2018.

The Exchange Offers, which are subject to the terms and conditions
described in the confidential offering memorandum dated Nov. 14,
2008, expired at midnight, New York City time, on Dec. 19, 2008.

As of the Expiration Date, approximately $6 billion aggregate
principal amount of Old Notes have been validly tendered.  In
addition, as of the Expiration Date, approximately $450 million
aggregate principal amount of Old Notes maturing between 2010 and
2011 and participating in the Exchange Offers elected to receive
$670 in cash in lieu of each $1,000 principal amount of New 2015
Second Lien Notes that they otherwise would receive in the
Exchange Offers.  Based on the principal amount of Old Notes
validly tendered, approximately $200 million aggregate principal
amount of New 2015 Second Lien Notes will be issued in exchange
for Old Notes maturing between 2010 and 2013, approximately
$850 million aggregate principal amount of New 2018 Second Lien
Notes will be issued in exchange for Old Notes maturing between
2015 and 2018 and approximately $290 million in cash will be paid
to holders of Old 2010-2011 Notes.

The table shows the principal amount of each series of Old Notes
tendered for exchange only (with no election to receive cash in
lieu of New Notes), the principal amount of each series of Old
2010-2011 Notes tendered with an election to receive $670 in cash
in lieu of each $1,000 principal amount of New 2015 Second Lien
Notes and the total principal amount of each series of Old Notes
tendered in the Exchange Offers and the principal amount of each
series of Old Notes accepted in the Exchange Offers.

Old Notes: 5.50% Senior Notes due 2010
Principal Amount Tendered for Exchange Only:  62,732,000
Principal Amount Tendered for Cash in Lieu of New Notes:
308,539,000
Total Principal Amount Tendered: 371,271,000
Principal Amount Accepted: 371,271,000

Old Notes: 7.875% Senior Subordinated Notes due 2010
Principal Amount Tendered for Exchange Only: 7,356,000
Principal amount Tendered for Cash in lieu of New Notes:
56,458,000
Total Principal Amount Tendered: 63,814,000
Principal Amount Accepted: 63,814,000

Old Notes: 8.0% Senior Notes due 2011
Principal Amount Tendered for Exchange Only: 10,172,000
Principal amount Tendered for Cash in lieu of New Notes: 9,480,000
Total Principal Amount Tendered: 19,652,000
Principal Amount Accepted: 19,652,000

Old Notes: 8.125% Senior Subordinated Notes due 2011
Principal Amount Tendered for Exchange Only: 16,447,000
Principal amount Tendered for Cash in lieu of New Notes:
74,613,000
Total Principal Amount Tendered: 91,060,000
Principal Amount Accepted: 91,060,000

Old Notes: 5.375% Senior Notes due 2013
Principal Amount Tendered for Exchange Only: 221,388,000
Principal amount Tendered for Cash in lieu of New Notes: -
Total Principal Amount Tendered: 221,388,000
Principal Amount Accepted: 221,388,000

Old Notes: 5.625% Senior Notes due 2015
Principal Amount Tendered for Exchange Only: 405,167,000
Principal amount Tendered for Cash in lieu of New Notes: -
Total Principal Amount Tendered: 405,167,000
Principal Amount Accepted: 136,026,000

Old Notes: 6.5% Senior Notes due 2016
Principal Amount Tendered for Exchange Only: 294,369,000
Principal amount Tendered for Cash in lieu of New Notes: -
Total Principal Amount Tendered: 294,369,000
Principal Amount Accepted: 98,780,000

Old Notes: 5.75% Senior Notes due 2017
Principal Amount Tendered for Exchange Only: 417,550,000
Principal amount Tendered for Cash in lieu of New Notes: -
Total Principal Amount Tendered: 417,550,000
Principal Amount Accepted: 140,194,000

Old Notes: 10.75%/11.5% Senior Toggle Notes due 2018
Principal Amount Tendered for Exchange Only: 1,160,732,000
Principal amount Tendered for Cash in lieu of New Notes: -
Total Principal Amount Tendered: 1,160,732,000
Principal Amount Accepted: 350,000,000

Old Notes: 10.75% Senior Notes due 2016
Principal Amount Tendered for Exchange Only: 2,965,925,000
Principal amount Tendered for Cash in lieu of New Notes: -
Total Principal Amount Tendered:  2,965,925,000
Principal Amount Accepted: 732,264,000

All Old Notes not accepted for exchange in the Exchange Offers
will be promptly returned to the tendering holder or, if tendered
through the facilities of the Depositary Trust Company, credited
to the relevant account at DTC, in accordance with their
procedures.

HOC anticipates that the settlement date for the Exchange Offers
will be Dec. 24, 2008.  After the settlement date, Harrah's or HOC
may from time to time seek to retire or purchase HOC's outstanding
debt through cash purchases and exchanges, in open market
purchases, privately negotiated transactions or otherwise.  The
repurchases or exchanges, if any, will depend on prevailing market
conditions, HOC's liquidity requirements, contractual restrictions
and other factors.  The amounts involved may be material.

The New Second Lien Notes will not be registered at issuance under
the Securities Act of 1933, as amended, or any other applicable
securities laws and, unless so registered, the New Second Lien
Notes may not be offered, sold, pledged or otherwise transferred
within the United States or to or for the account of any U.S.
person, except pursuant to an exemption from the registration
requirements thereof.  Accordingly, the New Second Lien Notes were
offered and will be issued only to qualified institutional buyers
and to certain non-U.S. investors located outside the United
States in a private transaction in reliance upon an exemption from
the registration requirements of the Securities Act.  The Exchange
Offers are made only by, and pursuant to, the terms set forth in
the Offering Memorandum, and the information in this press release
is qualified by reference to the Offering Memorandum and the
accompanying letter of transmittal.  HOC will enter into a
registration rights agreement pursuant to which, under certain
circumstances, it will agree to file an exchange offer
registration statement or a shelf registration statement with
respect to the New Second Lien Notes.

                    About Harrah's Entertainment

Las Vegas, Nevada-based Harrah's Entertainment, Inc. --
http://www.harrahs.com-- operates nearly 40 casinos across the
United States, primarily under the Harrah's(R), Caesars(R) and
Horseshoe(R) brand names; Harrah's also owns the London Clubs
International family of casinos and the World Series of Poker(R).
Private equity firms Apollo Global Management and TPG Capital LP
acquired Harrah's in January for $31 billion.

                           *     *     *

As reported by the Troubled Company Reporter on Nov. 24, 2008,
Moody's Investors Service downgraded Harrah's Entertainment,
Inc.'s Corporate Family Rating to Caa1 from B3, and the
Probability of Default rating to Ca from B3 following its
announcement that it is commencing a private debt exchange offer.
Moody's also downgraded several classes of debt issued by HET's
subsidiary, Harrah's Operating Company, Inc.  The rating outlook
is negative.


HARVEST ENERGY: S&P Keeps 'CCC+' Senior Unsecured Debt Rating
-------------------------------------------------------------
Standard & Poor's Ratings Services said it revised its outlook on
Calgary, Altberta-based Harvest Energy Trust to negative from
stable.  At the same time, Standard & Poor's affirmed its 'B'
long-term corporate credit rating on the company, and its 'CCC+'
senior unsecured debt rating on subsidiary Harvest Operations
Corp.  The '6' recovery rating on the senior unsecured debt is
unchanged.

"The outlook revision reflects our expectation that Harvest's
credit profile will deteriorate through 2009 as upstream
production will continue to decline despite the acquisitions
completed in the third quarter; and its financial metrics will
likely weaken as a result of low hydrocarbon prices," said
Standard & Poor's credit analyst Jamie Koutsoukis.  "Although the
company maintains the flexibility to reduce distributions, S&P
believes the trust will remain strained to fund its distributions
and capital program through internally generated cash flow in
2009," Ms. Koutsoukis added.

In S&P's opinion, the ratings on Harvest reflect the trust's high
leverage, as measured by debt per barrel of oil equivalent of net
proven reserves and debt per throughput capacity at North Atlantic
Refining Ltd.; below-average reserve life index; and relatively
high full-cycle costs.  S&P believes these weaknesses hamper
Harvest's credit profile, but offsetting them somewhat are a high
percentage of proven developed reserves; and the trust's good
product mix, with added diversification from the refinery
operations.

The negative outlook incorporates S&P's expectation that Harvest's
upstream production will continue to decline and, given the
trust's high full-cycle upstream cost profile, operating cash flow
will deteriorate, creating pressure on the trust's financial risk
profile.  The outlook also reflects the trust's limited financial
flexibility and sources to sustain its long-term reserve base.
S&P could downgrade the trust if it experiences a material
weakening in cash flow and its debt-to-EBITDA ratio exceeds 4.0x.
Furthermore, S&P could lower the ratings if Harvest increases its
leverage to maintain distributions, given the trust's limited
financial flexibility.  An outlook revision to stable would depend
on Harvest maintaining its financial risk profile and funding its
capital program and distributions through internally generated
cash flow.


HEXION SPECIALTY: Banks Provide $325 Mil. Merger Termination Fee
----------------------------------------------------------------
Hexion Specialty Chemicals, Inc., said that Credit Suisse and
Deutsche Bank have funded to its parent company, Hexion LLC, funds
to fully cover payment of the $325 million termination fee
associated with Hexion Specialty Chemicals' terminated merger
agreement with Huntsman Corporation.

Hexion plans to promptly convey the termination fee to Huntsman
Corporation.

The six-year loan to Hexion LLC has a Payment in Kind provision
that enables it, at its option, to accrue the interest at
intervals during the term of the loan in lieu of paying cash
interest payments.  Because the borrowing was made by Hexion LLC
it will not impact the cash flow or debt covenant compliance
calculations of Hexion Specialty Chemicals.

"We are pleased that the Banks have provided this funding as
outlined in their commitment letters, so that we in turn can
fulfill our termination fee commitment to Huntsman Corporation as
outlined in the merger agreement," said Craig O. Morrison,
Chairman and CEO of Hexion.  "This continues the string of recent
positive developments that includes settlement with Huntsman
Corporation of all litigation and a $200 million investment
commitment to Hexion by affiliates of our owners, Apollo
Management.  This incremental investment in Hexion will help
strengthen our strong competitive position in a difficult economic
environment."

Troubled Company Reporter said on Dec. 16, 2008, that Huntsman
Corporation terminated its Merger Agreement with Hexion
Specialty Chemicals, Inc.  In addition, Huntsman reached an
agreement with Hexion, Apollo Management, L.P., and certain of its
affiliates to settle Huntsman's claims against Hexion, Apollo and
its affiliates arising in connection with Huntsman's Merger
Agreement with Hexion.  Payments to be made to Huntsman under the
Settlement Agreement total $1 billion.

In addition to the $325 million break-up fee to be paid as
provided in the Merger Agreement and which Hexion expects will be
funded by Credit Suisse and Deutsche Bank under an existing
commitment, certain affiliates of Apollo will make cash payments
to Huntsman under the Settlement Agreement totaling $425 million.
Certain affiliates of Apollo also will pay Huntsman an additional
$250 million in exchange for 10 year convertible notes issued by
Huntsman in that principal amount, which may be repaid at maturity
in cash or common stock at Huntsman's election.

At least $500 million of the payments are to be paid to Huntsman
on or before December 31, 2008, and any remaining payments that
have not been made by that date must be made on or before
March 31, 2009.

The Settlement Agreement also resolves Huntsman's pending claims
against Apollo and its affiliates relating to Huntsman's prior
merger agreement with Basell AF.

                     About Huntsman

Headquartered in Salt Lake City, Utah, Huntsman Corporation
(NYSE: HUN) -- http://www.huntsman.com/-- is a manufacturer of
differentiated chemical products and inorganic chemical
products.  The company operates in four segments: Polyurethanes,
Materials and Effects, Performance Products and Pigments.  Its
products are used in a range of applications, including those in
the adhesives, aerospace, automotive, construction products,
durable and non-durable consumer products, electronics, medical,
packaging, paints and coatings, power generation, refining,
synthetic fiber, textile chemicals and dye industries.  Its Latin
American operations are in Argentina, Brazil, Chile, Colombia,
Guatemala, Panama and Mexico.

At September 30, 2008, the company's consolidated balance sheet
showed US$8.41 billion in total assets, US$6.64 billion in total
liabilities, US$33.5 million in minority interests, and
US$1.73 billion in total stockholders' equity.
                            *    *    *

According to the Troubled Company Reporter on Dec. 18, 2008,
Standard & Poor's Ratings Services said its ratings on Columbus,
Ohio-based Hexion Specialty Chemicals Inc. remain on CreditWatch,
where they were placed with negative implications on July 5, 2007.
The initial CreditWatch placement followed the announcement of
Hexion's proposed debt-financed acquisition of Huntsman Corp. in a
transaction valued at more than $10 billion, including assumed
debt.


HEXION SPECIALTY: Moody's Confirms Corporate Family Rating at 'B2'
------------------------------------------------------------------
Moody's Investors Service confirmed the ratings (Corporate Family
Rating -- CFR - at B2) on Hexion Specialty Chemicals, Inc.
subsequent to the company's announced settlement agreement with
Huntsman Corporation regarding litigation related to the failed
acquisition of Huntsman by Hexion.  Under the settlement
agreement, HSCI would be liable for a $325 million payment and
jointly and severally liable, along with certain affiliates of
Apollo, for an additional $225 million.  As part of the agreement,
Apollo will contribute $200 million to Hexion LLC, which can be
used for general corporate purposes.  Hexion LLC is the parent
company of HSCI.  This concludes the review that was initiated on
July 5, 2007 after the announcement of HSCI's bid to acquire
Huntsman. The outlook on HSCI is negative.

As specified under the original commitment letter for the
transaction, Deutasche Bank and Credit Suisse will loan Hexion LLC
$325 million in the form of a 6.25% six year term loan, with a
0.75% toggle option. Hexion LLC will contribute these funds to
HSCI to make the $325 million payment to Huntsman.  Moreover,
HSCI's management believes that the $200 million investment by
Apollo will remain available to HSCI after all compensation
payments are made to Huntsman.

HSCI's B2 CFR reflects the modest increase in leverage due to the
settlement agreement, weak credit metrics, exposure to cyclical
end markets and the potential for additional bolt-on acquisitions.
These credit negatives are partially offset by company's size,
product diversity, global operations, a seasoned management team,
on-going cost reduction efforts, weak covenants in its bank
facility and the expectation of a meaningful reduction in its net
working capital in the fourth quarter due to the decline in
commodity prices.  Hexion's financial performance will be
negatively impacted in 2009 due to the downturn in the US and
European economies and weak demand growth in Asia.  Additionally,
Moody's is concerned about a sustained downturn in the electronics
market that could increase margin pressure in epoxies.

The negative outlook reflects the difficult operating environment
and the likelihood that the company's financial metrics will come
under increasing pressure over the next 12-18 months.  If the
headroom under the financial covenant falls below $50 million of
EBITDA or if the ratio EBITDA-Capex/Interest falls meaningfully
below 1.0x, Moody's could lower the company's ratings.
Conversely, if Net Debt/EBITDA falls below 6.0x and Retained Cash
Flow/Net Debt rises sustainably above 5.0%, Moody's could
stabilize HSCI's outlook. These metrics incorporate Moody's
standard adjustments to financial statements.

"The quick resolution of this litigation reduces some of the
downward pressure on Hexion's ratings, as management's time must
be focused on accelerating cost reductions given the weakening
economic environment" stated John Rogers, Senior Vice President at
Moody's, "however, the ratings still could be lowered if the cash
inflows from lower commodity prices and on-going cost reductions
are not sufficient to prevent a further erosion of credit
metrics."

Confirmations:

Issuer: Hexion Specialty Chemicals Inc.

  -- Corporate Family Rating, Confirmed at B2

  -- Probability of Default Rating, Confirmed at B2

  -- Senior Secured 1st Lien Bank Credit Facility, Confirmed at
     Ba3, LGD2 (point estimate changed to 23% from 24%)

  -- Senior Secured 2nd Lien Notes, Confirmed at B3, LGD5, (point
     estimate changed to 72% from 75%)

  -- Speculative Grade Liquidity Rating, Affirmed at SGL-2

Issuer: Borden Chemical, Inc.

  -- Senior Unsecured Regular Bond/Debenture, Confirmed at Caa1
     (point estimate changed to 90% from 94%)

Issuer: Ascension (Parish of) LA

  -- Senior Unsecured Revenue Bonds, Confirmed at B3 (point
     estimate changed to 72% from 75%)

Moody's last rating action for HSCI was on July 5, 2007 when
Moody's place their ratings (B2 CFR etal.) under review for
possible downgrade after the announcement of HSCI's bid to acquire
Huntsman.

Hexion Specialty Chemicals, Inc., headquartered in Columbus, Ohio
is a leading producer of commodities such as formaldehyde,
bisphenol A and epichlorhydrin, as well as formaldehyde-based
thermoset resins, epoxy resins, and versatic acid and its
derivatives.  The company is also a supplier of specialty resins
for inks and specialty coatings sold to a very diverse customer
base.  The company reported sales of $6.4 billion for the LTM
ending September 30, 2008.


HINES HORTICULTURE: Court Approves Amended Disclosure Statement
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware approved on
Dec. 16, 2008, the amended disclosure statement explaining Hines
Horticulture, Inc. and Hines Nurseries, Inc.'s First Amended Joint
Plan.

The voting deadline will be 4:00 p.m. prevailing Eastern Time on
Jan. 21, 2009.  The Plan Objection Deadline is 4:00 p.m.
prevailing Eastern time on Jan. 21, 2009.  Hearing on Confirmation
of the Plan is set for Jan. 28, 2009.

                       Plan Implementation

As reported by the Troubled Company Reporter on Dec. 18, 2008, the
Court authorized the sale of substantially all assets of Hines
Horticulture Inc. and Hines Nurseries Inc. to an affiliate of
Black Diamond Capital LLC.  The Black Diamond unit, the winning
bidder, made a $58 million offer in cash and agreed to take on
more than $45.9 million in debt.

Prior to the Effective Date, the Debtors will have consummated the
sale and the transfer of the Acquired assets to the Black Diamond
affiliate pursuant to the terms of the Purchase Agreement and the
Sale Order.

On the Effective Date, the Debtors will transfer to the Post-
Consummation Trust all of their rights, title and interests in all
of the Remaining Assets.  Cash held by the Post-Consummation
Trust, pursuant to the Post-Confirmation Trust Agreement, will be
applied in accordance with the terms of the Post-Consummation
Trust Budget and the Plan: first, to fees, costs, expenses and
liabilities of the Post-Consummation Trust Administrator; second,
to satisfy any Wind-Down expenses; third, to the remaining
distributions pursuant to the Plan.

On the Effective Date, and in accordance with the terms of the
Plan, the Debtors will transfer to the Profit Sharing Trust all of
their rights, title and interests in the Profit Sharing Agreement
free and clear of all Claims and Interests in the Profit Sharing
Agreement.

All Cash necessary for the Debtors or the Trusts, as the case may
be, to make payments pursuant to the Plan shall be obtained from
the Sale Proceeds, proceeds from the Post-Consummation Trust
Assets or the Profit Sharing Trust Assets, at the case may be.

       Classification and Treatment of Claims and Interests

Assumed Administrative Claims, General Administrative Claims, and
Fee Claims, as well as DIP Credit Agreement Claims and Priority
Tax Claims are not classified under the Plan.  All administrative
claims shall be paid 100% in Cash.  All DIP Credit Agreement
Claims shall be paid 100% in Cash with the DIP Sale Proceeds.
Each Holder of an Allowed Priority Tax Claims shall receive: (1)
Cash in an amount equal to the amount of such Allowed Priority Tax
Claim; (2) Cash in an amount agreed to by the Debtors, the Post-
Consummation Trust or the Purchaser, as applicable, and such
Holder; or (3) at the option of the Debtors, the Post-Consummation
Trust or the Purchaser, as applicable, Cash payable in installment
payments over a period not more than 5 years after the Petition
Date.

Pursuant to the Plan, Other Priority Claims under Class 1, Other
Secured Claims under Class 2, and Prepetition Credit Facility
Claims are all unimpaired and deemed to accept the Plan.

Other Priority Claims under Class 1 will be paid in full in cash.
Other Secured Claims under Class 2 shall receive the collateral
securing such Allowed Other Secured Claim, or a Cash distribution
in an amount equal to the value of such collateral.  Allowed Class
3 Claims shall be paid in full in Cash with the Prepetition Credit
Facility Proceeds, provided that the amount of Allowed Prepetition
Credit Facility Claims may be reduced as provided by the DIP Order
or the DIP Credit Agreement, as applicable.

The 10.25% Senior Notes Claims under Class 4, the General
Unsecured Claims against Hines Horticulture, Inc. under Class 5A,
and the General Unsecured Claims against Hines Nurseries, Inc.
under Class 5B are impaired and entitled to vote under the Plan.

Holders of Class 4 Claims, Class 5A Claims, and Class 5B Claims
will receive (i) their Pro Rata share of the Post-Consummation
Trust Assets; and (ii) their Pro Rata beneficial interest in the
Profit Sharing Trust.

The Section 510(b) Claims under Class 6, the Equity Interests in
Hines Hortinculture, Inc. under Class 7, and Intercompany
Interests under Class 8 are also impaired and deemed to reject the
Plan.  All holders of Class 6, Class 7, and Class 8 Claims will
not receive any distribution under Plan.

With respect, however, to any Impaired Class that does not accept
the Plan, the Debtors intend to request confirmation of the Plan
under the "cramdown" provision of the Bankruptcy Code.

A full-text copy of the Debtors' First Amended Joint Plan is
available for free at:

      http://bankrupt.com/misc/Hines_1stAmendedJointPlan.pdf

A full-text copy of the Debtors' Amended Disclosure Statement is
available for free at:

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

Headquartered in Irvine, California, Hines Horticulture, Inc. --
http://www.hineshorticulture.com/-- operates nursery facilities
located in Arizona, California, Oregon and Texas.  Through its
affiliate, the company produces and distributes horticultural
products.  The company and its affiliate, Hines Nurseries, Inc.,
filed for Chapter 11 protection on Aug. 20, 2008 (Bankr. D. Del.
Lead Case No.08-11922).  Anup Sathy, Esq., Ray C.Schrock, Esq.,
and Ross M. Kwasteniet, Esq., at Kirkland & Ellis, LLP, represent
the Debtors in their restructure efforts.  Robert S. Brady, Esq.,
and Edmon L. Morton, Esq., at Young, Conaway, Stargatt & Taylor,
serve as the Debtors' co-counsel.  The Debtors selected Epiq
Bankruptcy Solutions LLC as their voting and claims agent, and
Financial Balloting Group LLC as their securities voting agent.
The U.S. Trustee for Region 3 appointed creditors to serve on an
Official Committee of Unsecured Creditors in the Debtors' case.
In its schedules, Hines Horticulture, Inc. listed total assets of
$30,068 and total debts of $218,052,380.  In its schedules, Hines
Nurseries, Inc. listed total assets of $229,231,003 and total
debts of $228,698,592.


IBIS TECHNOLOGY: Inks Asset Purchase Deal with Nissin, et. al.
--------------------------------------------------------------
Ibis Technology Corporation, Nissin Ion Equipment Company, Ltd.,
Dr. Hilton Glavish, and Zimec Consulting, Inc., entered into an
Asset Purchase Agreement pursuant to which the company, Dr.
Glavish and Zimec sold and assigned certain patents rights, and
all contracts and associated royalties related to those patent
rights, to Nissin for aggregate consideration to the company for
its portion of the transaction of $1.1 million.  The patent rights
that were sold relate to the intellectual property rights required
to manufacture and operate SIMOX-SOI implantation equipment.
These patent rights had been licensed to Nissin, but the Asset
Purchase Agreement terminates the existing license agreements
between the company, Nissin, Dr. Glavish and Zimec.

In connection with entering into the Asset Purchase Agreement, the
company and Nissin simultaneously entered into the Simox and
Hydrogen License Agreement, by and between the company and Nissin.
Under the License Agreement, the company received a perpetual,
world-wide, fully-paid exclusive license to certain patent rights
within designated fields of use that were the subject of the Asset
Purchase Agreement.  The License Agreement also permits the
company to grant sublicenses of the patent rights to third
parties.

A full-text copy of the ASSET PURCHASE AGREEMENT is available for
free at http://ResearchArchives.com/t/s?369d

                       About Ibis Technology

Ibis Technology Corporation (Nasdaq GM: IBIS) --
http://www.ibis.com/-- is a provider of oxygen implanters for the
production of SIMOX-SOI (Separation-by-Implantation-of-Oxygen
Silicon-On-Insulator) wafers for the worldwide semiconductor
industry.  Headquartered in Danvers, Massachusetts, Ibis
Technology is traded on Nasdaq under the symbol IBIS.

                        Going Concern Doubt

KPMG LLP expressed substantial doubt about Ibis Technology
Corporation'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 pointed to the company's
recurring losses from operations.

Ibis Technology Corp. reported a net loss of $1,446,740 on total
net sales and revenue of $265,130 for the second quarter ended
June 30, 2008, compared with a net loss of $1,284,010 on total
net sales and revenue of $94,493 in the corresponding period in
2007.

At June 30, 2008, the company's consolidated balance sheet showed
$9,762,833 million in total assets, $731,591 in total liabilities,
and $9,031,242 in total stockholders' equity.  The company had
accumulated deficit of $90,170,387.


INSITE VISION: Receives Non-Compliance Notice from NYSE Alternext
-----------------------------------------------------------------
InSite Vision Incorporated received notice from NYSE Alternext US
LLC advising the company that it is not in compliance with certain
of the Exchange's continued listing standards as set forth in part
10 of the Exchange's Company Guide.

In a letter to InSite, the Exchange stated that the company was
not in compliance with Section 1003(a)(i) of the company Guide
because InSite's stockholders' equity is less than the required
$2,000,000 and it has losses from continuing operations and net
losses in two of its three most recent fiscal years and not in
compliance with Section 1003(a)(ii) of the Company Guide because
InSite's stockholders' equity is less than the required $4,000,000
and it has losses from continuing operations and net losses in
three of its four most recent fiscal years.

The company said it intends to submit a plan to the Exchange by
Jan. 14, 2009, advising the Exchange of how it intends to regain
compliance with Sections 1003(a)(i) and (ii) by June 15, 2010.  If
InSite fails to submit such a plan or if the plan is not accepted,
the Exchange may initiate delisting proceedings.

On the one hand, if the Exchange accepts InSite's plan, InSite may
be able to continue its listing through June 15, 2010, during
which time it will be subject to periodic review to determine if
it is making progress consistent with the plan.  However, if the
company does not regain compliance with Sections 1003(a)(i) and
(ii) by June 15, 2010, or if it does not make progress consistent
with the plan during the plan period, the Exchange may initiate
delisting procedures.

                       About InSite Vision

Headquartered in Alameda, California, InSite Vision, Inc. (AMEX:
ISV) -- http://www.insitevision.com/-- develops novel ophthalmic
and topical anti-infective products.  The company's lead product,
AzaSite 1% for the topical treatment of bacterial conjunctivitis,
was launched in August 2007 in the United States by Inspire
Pharmaceuticals, its commercial partner in the United States and
Canada.  Based on its proprietary azithromycin-DuraSite(R) topical
anti-infective product platform, InSite is expanding its portfolio
of ophthalmic products by developing AzaSite Plus(TM) and AzaSite
Xtra(TM), whose product features have the potential to provide
significant advantages not available with current treatment
options.  In addition, InSite is evaluating the use of its
azithromycin-DuraSite platform to develop topical anti-infective
products outside of the market category of ophthalmology,
including the development of AzaSite Otic for ear infections.


INTEGRA HOSPITAL: Lowers Minimum Bid for Hospitals
--------------------------------------------------
Integra Hospital Plano LLC seeks approval from the U.S. Bankruptcy
Court for the Eastern District of Texas to sell its two
rehabilitation hospitals to Rockwall Hospitals GP or to another
party at a Dec. 29 auction.

According to Bloomberg's Bill Rochelle, the Court previously
approved bidding procedures for the sale of the hospitals.  The
Debtor scheduled a Dec. 1 auction, but no bids were submitted by
the deadline.  The Debtor had set a $19 million minimum bid
requirement.

Mr. Rochelle says Integra now seeks to sell its hospitals to
Rockwall for $6.5 million, subject to further market test at the
Dec. 29 auction.  If no other party submits a competing bid, the
Debtor will ask the Court on Dec. 30 to approve the sale.

Headquartered in Plano, Texas, Integra Hospital Plano, L.L.C. --
http://www.integrahospitalplano.com/-- operates a physical
rehabilitation center.

Integra Hospital Plano, L.L.C. and three affiliates filed for
Chapter 11 protection on November 15, 2008 (Bkrtcy, E.D. Tex.,
Lead Case No. 08-42998).  Judge Brenda T. Rhoades handles the
case.  Carol E. Jendrzey, Esq., and Lindsey Graham, Esq., at Cox
Smith Matthews, in San Antonio, Texas, have been tapped as
bankruptcy attorneys.  In their petition, the Debtor estimated
assets and debts of $100 million to $500 million.


INTERSTATE BAKERIES: To Emerge from Ch. 11 in Next Few Weeks
------------------------------------------------------------
In a Form 8K filed with the Securities and Exchange Commission
dated December 11, 2008, IBC reiterated that the Company plans to
emerge from Chapter 11 "within the next several weeks"
concurrently with the funding of its previously announced funding
commitments pursuant to the Amended New Joint Plan of
Reorganization, which the Court confirmed on December 5.

J. Randall Vance, IBC senior vice president, chief financial
officer and treasurer, told the SEC that the Company is focusing
its efforts on finalizing all documentation for the Exit
Financing contemplated by the Plan Funding Commitments and
satisfying the remaining conditions to closing contemplated under
the Plan and the Commitments.

"No assurance can be given that the Plan Funding Commitments will
be closed or that the Plan will become effective," Mr. Vance
added.

To the extent the Exit Financing is finalized and the closing
conditions are met, the Company expects -- on the effective date
of the Plan -- to, among other things:

  * enter into a $125 million working capital senior secured
    revolving credit facility with General Electric Capital
    Corporation;

  * enter into a $344 million first lien term loan credit
    facility with Silver Point Finance, LLC, Monarch Alternative
    Capital L.P. and McDonnell Investment Management LLC and
    other persons, as reasonably acceptable to IBC Investors I,
    LLC, an affiliate of Ripplewood Holdings L.L.C.;

  * distribute third lien term notes in the aggregate principal
    amount of $142.3 million to holders of claims under an
    Amended and Restated Credit Agreement, dated April 24, 2002,
    as amended;

  * issue (i) 4,420,000 shares of new common stock and (ii) 5%
    Secured Convertible PIK-Election Series A Notes due 2018 and
    the Subsidiary Guarantees in an initial aggregate principal
    amount of $85,800,000 to IBC Investors;

  * issue 5% Secured Convertible PIK-Election Series B Notes due
    2018 and the Subsidiary Guarantees thereof in an initial
    aggregate principal amount of $85,800,000 to the Senior
    Secured Creditors; and

  * issue 4,420,000 shares of new common stock to the Term Loan
    Facility Lenders.

                IBC's Shares of Common Stock

As of October 1, 2008, the Company had 45,202,000 shares of
common stock issued and outstanding, Mr. Vance reported.

Pursuant to the Plan, the Company's existing common stock and
other equity interests will be canceled on the Effective Date
without any distribution on account of the equity interests.
Accordingly, the Company plans to terminate its registration
under the Securities Exchange Act of 1934, as amended, on the
Effective Date.

Mr. Vance says that on the Effective Date, the Company expects to
have:

  (1) 60,000,000 shares of new common stock, par value $0.01 per
      Share; and

(ii) 1,000,000 shares of new preferred stock, par value $0.01
      per share, authorized;

(iii) 9,316,726 shares of new common stock issued and
      outstanding.

In addition, on the Effective Date, the Company expects to have
these shares of new common stock reserved for issuance upon the
exercise of certain warrants:

  Shares of New
  Common Stock             Condition for Issuance
  -------------            ----------------------
   16,489,911              conversion of the Notes

    6,030,801              exercise of Series A warrants to be
                           issued to IBC Investor

      856,265              exercise of Series B warrants to be
                           issued to the Term Loan Facility
                           Lenders

    1,267,265              exercise of Series C warrants to be
                           issued to the Term Loan Facility
                           Lenders

      670,089              exercise of Series D warrants to be
                           issued to IBC Investor

      670,089              exercise of Series E warrants to be
                           issued to Senior Secured Creditors


                          About IBC

Headquartered in Kansas City, Missouri, Interstate Bakeries
Corporation is a wholesale baker and distributor of fresh-baked
bread and sweet goods, under various national brand names,
including Wonder(R), Baker's Inn(R), Merita(R), Hostess(R) and
Drake's(R).  Currently, IBC employs more than 25,000 people and
operates 45 bakeries, as well as approximately 800 distribution
centers and approximately 800 bakery outlets throughout the
country.

The company and eight of its subsidiaries and affiliates filed for
chapter 11 protection on Sept. 22, 2004 (Bankr. W.D. Mo. Case No.
04-45814).  J. Eric Ivester, Esq., and Samuel S. Ory, Esq., at
Skadden, Arps, Slate, Meagher & Flom LLP, represent the Debtors in
their restructuring efforts.  When the Debtors filed for
protection from their creditors, they listed $1,626,425,000 in
total assets and $1,321,713,000 (excluding the $100,000,000 issue
of 6% senior subordinated convertible notes due Aug. 15, 2014) in
total debts.

The Debtors' filed their Chapter 11 Plan and Disclosure Statement
on Nov. 5, 2007.  Their exclusive period to file a chapter 11 plan
expired on Nov. 8, 2007.  On Jan. 25, 2008, the Debtors filed
their First Amended Plan and Disclosure Statement.  On Jan. 30,
2008, the Debtors received court approval of the first amended
Disclosure Statement.  IBC did not receive any qualifying
alternative proposals for funding its plan of reorganization in
accordance with the court-approved alternative proposal
procedures.  As a result, no auction was held on Jan. 22, 2008, as
would have been required under those procedures.

The Debtors, on Oct. 4, 2008, filed another Plan of
Reorganization, which contemplates IBC's emergence from Chapter 11
as a stand-alone company.  The filing of the Plan was made in
connection with the plan funding commitments, on Sept. 12, 2008,
from an affiliate of Ripplewood Holdings L.L.C. and from
Silver Point Finance, LLC, and Monarch Master Funding Ltd.

(Interstate Bakeries Bankruptcy News, Issue No. 120; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or
215/945-7000)


JABIL CIRCUIT: Reports Unaudited 2009 First Quarter Results
-----------------------------------------------------------
Jabil Circuit Inc. reported its preliminary, unaudited financial
results for its first quarter of fiscal year 2009 ended Nov. 30,
2008.  "Our diversification and new business wins helped soften
the impact of deteriorating economic conditions," said President
and CEO Timothy L. Main.

The company said its net revenue for the first fiscal quarter of
fiscal year 2009 remained consistent at $3.4 billion compared to
the same period of fiscal 2008.

The company further said that it's preliminary GAAP operating
income for the first quarter of fiscal 2009 decreased 21 percent
to $77.7 million compared to $98.9 million for the same period of
fiscal 2008.  Preliminary GAAP net income for the first quarter of
fiscal 2009 decreased 25 percent to net income of $46.2 million
compared to $62.0 million of net income for the same period in
fiscal 2008.  Preliminary GAAP diluted earnings per share for the
first quarter of fiscal 2009 decreased 27 percent to net income
per share of $0.22 compared to $0.30 of earnings per share for the
same period of fiscal 2008.  The preceding preliminary GAAP
results are subject to further potential change pending the
company's completion of its review of goodwill for potential
impairment this fiscal quarter.

The company's first quarter of fiscal 2009 core operating income
decreased 17 percent to $101.2 million or 3.0 percent of net
revenue compared to $122.1 million or 3.6 percent of net revenue
for the first quarter of fiscal 2008.  Core earnings decreased 16
percent to $62.8 million compared to $74.6 million for the first
quarter of fiscal 2008.  Core earnings per share decreased 17
percent to $0.30 per diluted share for the period compared to
$0.36 for the first quarter of fiscal 2008, according to the
company.

                  Potential Goodwill Impairment

Due to the deteriorating macro-economic environment,
illiquidity in the credit markets, declines in the stock market
and the decline in the price of its common stock, the company said
it has experienced a significant decline in its market
capitalization.  As a result the company has determined that an
indicator of potential goodwill impairment is present for its
first fiscal quarter.  Accordingly, the company has commenced
performing a goodwill impairment analysis using the two-step
approach as required under Statement on Financial Accounting
Standards, No. 142 "Goodwill and Other Intangible Assets".

The company said it is currently anticipates having such analysis
completed in early January.  In the event that the Company
determines that its goodwill is impaired in whole or part, a non-
cash charge, which could be significant and would reduce reported
GAAP net income and earnings per share for the fiscal first
quarter of 2009, would be required.  The maximum goodwill balance
that would be subject to such assessment of impairment as of
November 30, 2008 is approximately $1.1 billion.  The non-cash
charge, if any, would not impact the non-GAAP financial
information presented in this press release.

                          Business Update

The company said it expects the second fiscal quarter of 200
net revenue in a range of $2.8 billion to $3.0 billion, with an
estimated core operating margin of 2.1 percent. Jabil said its
core earnings per share for its second quarter of fiscal 2009 are
anticipated to be in a range of $0.12 to $0.16 per diluted share.
GAAP earnings per share are estimated to be $0.04 to $0.08 per
diluted share.

"We are taking a conservative position regarding demand for our
second quarter, said Jabil President and CEO Tim Main.  "Although
"end markets are weak, the opportunity to expand our market share
in targeted areas is very good.  We intend to capitalize on the
present opportunities to ensure a more robust future when end
markets stabilize and the recovery cycle begins," said Mr. Main.

Mr. Main also reminded investors of Jabil's financial position.
"Liquidity and a resilient balance sheet are key advantages in
this market environment.  The $1.4 billion of liquidity we enjoyed
at the end of our first quarter should improve as our working
capital and capital expenditure requirements decline during our
second quarter."  Jabil has nearly $600 million in cash and
$800 million available under a five-year revolving credit facility
expiring in 2012.

                       About Jabil Circuit

Headquartered in St. Petersburg, Florida, Jabil Circuit Inc.,
(NYSE: JBL) -- http://www.jabil.com/-- is an electronic product
solutions company providing comprehensive electronics design,
manufacturing and product management services to global
electronics and technology companies.

                           *    *    *

Troubled Company Reporter said on Aug. 27, 2008, Fitch Ratings has
affirmed the Issuer Default Rating and outstanding debt ratings of
Jabil Circuit Inc. as: IDR 'BB+'; Senior unsecured revolving
credit facility 'BB+'; Senior unsecured debt 'BB+'.  The Rating
Outlook is Stable.


JDA SOFTWARE: Moody's Affirms 'B1' Corporate Family Rating
----------------------------------------------------------
Moody's Investors Service affirmed JDA Software Inc.'s B1
corporate family rating and SGL-2 speculative grade liquidity
rating.  Simultaneously, Moody's withdrew the rating on JDA's
senior secured term loan, following its repayment in October 2008,
and the ratings on the its proposed i2 Technologies acquisition
financing, which was assigned on October 6, 2008, following the
termination of the company's proposed acquisition.  Also, given
the permanent reduction in the senior secured term loan, Moody's
upgraded the rating on the existing senior secured revolving
credit facility to Ba3 from B1 in accordance with Moody's Loss-
Given-Default methodology.  The ratings outlook remains stable.

The rating affirmation incorporates Moody's expectation of some
softness in revenues and profitability over the near-term as well
as ongoing concerns about the weak global economic situation.  In
addition, the affirmation also reflects Moody's expectation that
the company will continue to pursue strategic acquisitions
utilizing available cash balances and additional debt borrowings.

The rating is supported by JDA's good market position as a
supplier of sophisticated supply chain planning and management
software solutions to large and medium-sized customers in the
retail and manufacturing markets, its stable free cash flow
generation capabilities as well as its good liquidity position.
The rating is constrained by JDA's relatively small size in the
highly competitive and fragmented supply chain management software
market with formidable large-scale cross platform ERP competitors
such as SAP and Oracle as well as smaller specialty software
vendors.  In addition, JDA also faces the potential for demand
curtailment, particularly in the retail vertical, given the
current challenging macroeconomic environment.  Moody's also notes
that market maturation, heightened industry competition or the
company's aggressive acquisition appetite could prompt debt-
financed acquisition activity by JDA which could reduce liquidity
and financial flexibility.

The stable outlook reflects Moody's expectation that JDA will
continue to maintain its good market position and generate good
operating profits and free cash flows.  Moody's also expects that
JDA will adhere to conservative financial policy with respect to
dividend payouts and share repurchases.  The stable outlook also
reflects Moody's expectation JDA will continue to do some moderate
size acquisitions in the near to intermediate term.

These ratings were affirmed:

   * Corporate Family Rating -- B1
   * Probability of Default Rating -- B2
   * Speculative Grade Liquidity Rating -- SGL2

These ratings were changed as per the change in capital structure
and in accordance with Moody's Loss-Given-Default methodology:

  -- $50 million senior secured revolving credit facility due 2012
     to Ba3 (LGD-2, 26%) from B1 (LGD-3, 30%)

On October 1, 2008, the company repaid the entire balance of
$80.5 million on its senior secured term loan.  Also, on December
3, 2008, the merger agreement with i2 Technologies was terminated,
hence the ratings related to the proposed financing for the
acquisition are being withdrawn.

These ratings were withdrawn:

  -- $81 million senior secured term loan due 2013 - B1 (LGD-3, \
     30%)

  -- $25 million Senior Secured Revolving Credit Facility due 2013
     -- B1 (LGD-3, 33%)

  -- $425 million Senior Secured Term Loan due 2013 -- B1 (LGD-3,
     33%)

The ratings outlook is stable.

JDA Software's ratings were assigned by evaluating factors Moody's
believes are relevant to the credit profile of the issuer, such
as: (i) the business risk and competitive position of the company
versus others within the industry; (ii) the capital structure and
financial risk of the company; (iii) the projected performance of
the company over the near-to-intermediate term; and (iv)
management's track record and tolerance for risk.  These
attributes were compared against other issuers both within and
outside of JDA Software's core industry and JDA Software's ratings
are believed to be comparable to those of other issuers of similar
credit risk.

The previous rating action occurred on October 6, 2008 when
Moody's affirmed JDA's B1 corporate family rating and stable
outlook and assigned B1 ratings to JDA's proposed $25 million
senior secured revolving credit facility and $425 million senior
secured term loan.  Simultaneously, Moody's lowered JDA's
speculative grade liquidity rating to SGL-2 from SGL-1.

Headquartered in Scottsdale, Arizona, JDA is a supplier of
enterprise supply chain management software and optimization
solutions for the manufacturing, wholesale distribution, retail
and service industries.  The company had revenues of approximately
$383 million for the twelve months ended September 30, 2008.


JPMORGAN COMMERCIAL: Moody's Cuts Ratings on 12 Cert. Classes
-------------------------------------------------------------
Moody's Investors Service downgraded the ratings of fourteen
classes and affirmed the ratings of seven classes of J.P. Morgan
Chase Commercial Mortgage Securities Corp., Commercial Mortgage
Pass-Through Certificates, Series 2007-FL1:

  -- Class A-1, $873,604,123, affirmed at Aaa; previously assigned
     Aaa on 8/23/07

  -- Class A-2, $243,141,000, affirmed at Aaa; previously assigned
     Aaa on 8/23/07

  -- Class X-1, Notional Amount, affirmed at Aaa; previously
     assigned Aaa on 8/23/07

  -- Class X-2, Notional Amount, affirmed at Aaa; previously
     assigned Aaa on 8/23/07

  -- Class B, $53,694,340, affirmed at Aa1; previously assigned
     Aa1 on 8/23/07

  -- Class C, $38,352,435, affirmed at Aa2; previously assigned
     Aa2 on 8/23/07

  -- Class D, $36,435,279, affirmed at Aa3; previously assigned
     Aa3 on 8/23/07

  -- Class E, $44,105,766, downgraded to Baa1 from A1; previously
     assigned A1 on 8/23/07

  -- Class F, $30,681,948, downgraded to Baa2 from A2; previously
     assigned A2 on 8/23/07

  -- Class G, $30,685,879, downgraded to Ba1 from A3; previously
     assigned A3 on 8/23/07

  -- Class H, $42,187,679, downgraded to Ba3 from Baa1; previously
     assigned Baa1 on 8/23/07

  -- Class J, $38,353,366, downgraded to B2 from Baa2; previously
     assigned Baa2 on 8/23/07

  -- Class K, $35,517,192, downgraded to B3 from Baa3; previously
     assigned Baa3 on 8/23/07

  -- Class L, $38,352,972, downgraded to Caa1 from Ba1; previously
     assigned Ba1 on 8/23/07

  -- Class RS-1, $11,942,142 downgraded to Caa1 from Ba1;
     previously downgraded on 2/25/08 to Ba1 from Aa3

  -- Class RS-2, $12,829,206 downgraded to Caa2 from Ba2;
     previously downgraded on 2/25/08 to Ba2 from A1

  -- Class RS-3, $15,573,199 downgraded to Caa3 from Ba3;
     previously downgraded on 2/25/08 to Ba3 from A2

  -- Class RS-4, $11,135,241, downgraded to Ca from B1; previously
     downgraded on 2/25/08 to B1 from A3

  -- Class RS-5, $15,411,819, downgraded to Ca from B2; previously
     downgraded on 2/25/08 to B2 from Baa1

  -- Class RS-6, $12,232,657, downgraded to Ca from B3; previously
     downgraded on 2/25/08 to B3 from Baa2

  -- Class RS-7, $7,594,264, downgraded to Ca from Caa1;
     previously downgraded on 2/25/08 to Caa1 from Baa3

Moody's is downgrading pooled Classes E, F, G, H, J, K and L due
to the decline in performance of eight loans secured by hotel
properties (46.0% of the pool balance) and six non-hotel loans
(26.1%) that have experienced negative credit migration. Moody's
current weighted average loan to value ratio for the pool is
85.8%, compared to 62.4% at securitization.

Rake Classes RS-1, RS-2, RS-3, RS-4, RS-5, RS-6, and RS-7 are
being downgraded due to a significant decline in net cash flow
from the Resorts International Portfolio Loan.  Moody's LTV for
the Resorts International Portfolio Loan is 90.2%, compared to
53.9% at Moody's last review and 42.8% at securitization.

The Certificates are collateralized by twenty senior interests in
whole loans (86.1%), and two pari passu mortgage loans (13.9%)
which are also related to junior interests that are held outside
the trust.  The loans range in size from 0.6% to 15.4% of the pool
balance based on current principal balances.  As of the December
15, 2008 distribution date, the transaction's aggregate
certificate balance has decreased by approximately 12.3% to
$1.6 billion from $1.8 billion at securitization as a result of
the partial pay down of two loans, the Resorts International
Portfolio Loan and the PHOV Portfolio Loan.

The largest loan is the Walden Galleria Loan (15.4% of the pool
balance) secured by a dominant regional mall located in Buffalo,
New York.  The 1.6 million square foot mall is anchored by JC
Penney, Macy's (anchor owned), Sears, Lord & Taylor (anchor
owned), Dick's Sporting Goods and Regal Cinemas.  Vacant anchor
and cinema space were recently developed into ThEatery, an open-
air entertainment complex with upgraded movie theaters,
restaurants and specialty retailers. Comparable in-line shop sales
in 2007 were $572 per square foot, compared to $465 per square
foot at securitization.  Collateral vacancy as of October 2008 was
approximately 11.5% including a 50,000 square foot Steve & Barrys
that is expected to close in mid-January 2009.  The loan sponsor
is The Pyramid Companies.  The loan matures in May 2009 and has
three 12-month extension options.  Moody's LTV is 59.4%, compared
to 58.4% at securitization.  Moody's underlying rating is A1,
compared to Aa3 at securitization.

The second largest loan, the Marriott Waikiki Loan (12.9%), is
secured by a leasehold interest in a 1,310 room full-service hotel
known as The Marriott Waikiki Beach Resort and Spa located in
Honolulu, Hawaii.  Guestroom renovations on all 656 rooms in one
of the hotel's two towers began in January 2008 with completion
expected by the end of 2008. Revenue per available room for the
trailing 12-month period ending September 2008 was $152, compared
to $162 for the same period in 2007.  The decline in RevPAR was
due to a decrease in occupancy while renovations were in progress.

Although the guestroom renovations should help the Marriott's
competitiveness, weaker general economic conditions have resulted
in an overall decline in Hawaii hotel occupancy and further
declines are expected.  The loan sponsor is Whitehall.  The loan
matures in May, 2009 and has three 12-month extensions.  Moody's
LTV is 70.7%, compared to 65.5% at securitization.  Moody's
underlying rating is Ba1, compared to Baa3 at securitization.

The third largest loan, the PHOV Portfolio Loan (11.4%) is secured
by 11 full-service hotels with 3,025 guest rooms located in New
Jersey (2 properties), Louisiana (2 properties), Florida (2
properties), Illinois, California (3 properties) and South
Carolina.  All but two of the properties benefit from strong
national brand affiliations including Hilton, Marriott and
Starwood.  The loan has paid down by approximately 17.6% due to
the release of the 315-room Hilton Rockville property.  The
majority of the hotels were renovated between 2006 and 2008.  Four
hotels in Florida and Louisiana suffered storm damage from
hurricanes and were closed for parts of 2007 and 2008.  Three
properties, including the New Orleans Marriott Metairie and the
Maison Dupuy, both located in Louisiana, and the Hilton Hotel,
located in East Brunswick, New Jersey, had negative cash flow for
the trailing 12-month period ending September 2008.  The portfolio
net cash flow for the same period was $10.8 million, 66.3% lower
than at securitization.  The loan sponsors are the California
State Teachers Retirement System, Morgan Stanley Real Estate Fund,
and Pyramid Hotel Advisors.  The loan matures in May 2009 and has
three 12-month extension options.  Moody's LTV is 93.8%, compared
to 68.7% at securitization.  Moody's underlying rating is B3,
compared to Baa3 at securitization.

The fourth largest loan, the Resorts International Portfolio Loan
(8.0%) is secured by three hotel/casinos with a total of 1,242
rooms: Atlantic City Hilton (Atlantic City, New Jersey), Bally's
Tunica (Robinsonville, Mississippi), and Resorts Tunica (Tunica,
Mississippi).  In September 2007, the Resorts East Chicago (East
Chicago, Indiana) was sold and the allocated balance of the loan
was paid down, resulting in a 47% reduction in the pooled balance.
The 2006 net cash flow for the portfolio, excluding Resorts East
Chicago, was $69.0 million.  The trailing 12-month ending November
2007 net cash flow for the portfolio was $46.6 million, a decrease
of approximately 32%.  The portfolio's operating performance has
continued to deteriorate since the last rating action taken in
January 2008. Based on a year-to-date through July 2008 comparison
over the same period in 2007, the portfolio registered a 44%
decline in net cash flow.  The current weaker economic
environment, combined with increased competition from Pennsylvania
casinos, has negatively impacted this loan and Moody's does not
anticipate any material improvement in performance over the
balance of the remaining term.

Non-pooled Classes RS-1, RS-2, RS-3, RS-4, RS-5, RS-6, and RS-7
are secured by the junior portion of the Resorts International
Portfolio Loan.  The senior pooled trust balance is $120.2
million, while the trust junior component is $87.7 million.  The
loan sponsor is Colony Capital.  The loan matured in November 2008
and is in the second of three 12-month extension periods with
final loan maturity on November 9, 2011.  Moody's underlying
rating is B3, compared to Aa2 at securitization.


KANSAS SOUTHERN: S&P Keeps B+ Corp. Credit Rating; Outlook Stable
-----------------------------------------------------------------
Standard & Poor's Ratings Services said it has revised its outlook
on Kansas City Southern to stable from developing and affirmed its
'B+' corporate credit rating.  The outlook revision follows the
company's recent successful debt issuance, the proceeds of which
will be used to repay the $200 million debt coming due in June
2009.

"The outlook revision reflects a lessening of S&P's near-term
concerns regarding liquidity," said Standard & Poor's credit
analyst Lisa Jenkins.  "While this makes it less likely that S&P
will lower the rating, the refinancing does not increase
liquidity, either.  That and the worsening economic picture reduce
the likelihood that ratings will be upgraded over the near term,"
she added.

The ratings on Kansas City Southern reflect its highly leveraged
capital structure, substantial capital spending requirements, and
challenges associated with its integration of Kansas City Southern
de Mexico S. de R.L. de C.V., the Mexican railroad company it
acquired in April 2005.  Offsetting these risks to some extent are
the favorable characteristics of the U.S. freight railroad
industry and the company's strategically located rail network.

Kansas City Southern is a Class 1 (large) U.S. freight railroad.
The company is significantly smaller and less diversified than its
peers, but it operates a strategically located rail network in the
South-Central U.S. and in Mexico.  The acquisition of KCSM in 2005
bolstered the company's north-south orientation, and Kansas City
Southern is now well-positioned to take advantage of NAFTA trade
opportunities.

Favorable industry conditions have enabled Kansas City Southern to
strengthen its financial risk profile and liquidity in the past
year.  Although the slowing U.S. economy will likely temper
freight volume gains in the near to intermediate term, the company
should still benefit from solid pricing and efficiency
improvements.  As a result, S&P expects further improvement in its
operating performance over time, although the near-term outlook is
more muted.

Kansas City Southern has been spending a significant amount on
capital investments in the past few years, causing debt to remain
high and constraining liquidity at times.  Still, yield and
efficiency improvement initiatives have led to improved operating
performance, which has translated into improved financial
measures.  Although debt levels are likely to remain relatively
unchanged because of ongoing investments in infrastructure and
equipment, S&P expects further improvement in operating measures
as the company benefits from some new revenue opportunities, a
continuing favorable pricing environment, and further efficiency
gains.  However, the slowing U.S. economy will likely temper
improvement in the short term.

Liquidity concerns have been a limiting factor for Kansas City
Southern's ratings in recent years, although liquidity has
strengthened in the past year.  Management remains keenly focused
on cash flow and liquidity.  It has continued to spend significant
amounts on capital expenditures and other investments, but
recently announced that it will curtail spending in 2009 because
of weakened market conditions.

The outlook is stable.  Kansas City Southern has addressed some of
S&P's liquidity concerns with its recent debt financing.  Still,
liquidity remains constrained, and this will limit upgrade
potential in the coming year, especially given current economic
conditions.  Although liquidity is constrained, it should be
adequate, assuming the company remains disciplined in its
investment spending in the coming year.  If liquidity improves,
S&P could revised the outlook to positive.  Should investment
spending or weaker-than-expected market conditions result in
reduced liquidity, S&P would likely revise the outlook to
negative.


KEY PLASTICS: Taps Chanin Capital as Financial Advisors
-------------------------------------------------------
Key Plastics LLC and Key Plastics Finance Corp. ask the United
States Bankruptcy Court for the District of Delaware for
permission to employ Chanin Capital Partners LLC as their
financial advisors.

The firm is expected to:

   a) evaluate the Debtors' potential debt capacity in light of
      their projected cash flows;

   b) assist in determining a capital structure for the Debtors;

   c) assist in the determination of a range of values for the
      Debtors on a going concern basis;

   d) render financial advice to the Debtors and participate in
      meetings or negotiations with stakeholders, ratings
      agencies, or other appropriate parties in connection with
      the Chapter 11 cases;

   e) advise the Debtors on the timing, nature, and terms of new
      securities, other consideration or other inducements to be
      offered pursuant to the Chapter 11 cases;

   f) assist the Debtors in identifying and evaluating and
      obtaining potential financing including debtor in possession
      financing, contacting potential sources of capital, as the
      Debtors may designate, and assist the Debtors in
      implementing the financing; and

   g) provide testimony, as necessary, with respect to matters on
      which the firm has been engaged to advise the Debtors in any
      proceeding before the Court.

The firm will be paid $115,000 per month and $1,000,000 in
restructuring fee upon consummation of a restructuring.

Brian J. Cullen, Esq., a managing director at the firm, assures
that the firm does not hold any interests adverse to the Debtors'
estate and is a "disinterested person" as defined in Section
101(14) of the Bankruptcy Code.

Headquartered in Northville, Michigan, Key Plastics LLC aka Key
Plastics Technology LLC -- http://www.keyplastics.com-- supply
plastic components to the automotive industry.  The Debtors have
24 manufacturing facilities located in the United States, Canada,
Mexico, Germany, Portugal, Spain, the Czech Republic, France,
Slovakia, Italy and China.  According to Bloomberg News, the
company filed for bankruptcy in March 23, 2000, in Detroit and
emerged a year later under the ownership of private-equity firm
Carlyle, Bloomberg said.  The company and Key Plastics Finance
Corp. filed for Chapter 11 protection on December 15, 2008 (Bankr.
D. Del. Case Nos. 08-13326 and 08-13324).  Mark D. Collins, Esq.,
Richards Layton & Finger PA, represents the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed assets and debts between $100 million
to $500 million each.


LANDSOURCE COMMUNITIES: Lennar Mare Auctions May Start Next Year
----------------------------------------------------------------
Jessica A. York at The Times-Herald reports that LandSource
Communities Development LLC spokesperson Tamara Taylor said that
Lennar Mare Island property auctions could start early in 2009.

The Times-Herald says that the U.S. Bankruptcy Court for the
District of Delaware approved earlier this month LandSource
Communities' plans to auction off certain company assets to repay
its creditors and reorganize the company.

If the auction were to occur, LandSource Communities would sell
the land in step with any development agreements it has with the
Vallejo city, so as to be "in the best interests of LMI (Lennar
Mare Island) and its stakeholders," The Times-Herald states,
citing Ms. Taylor.  The report quoted Ms. Taylor as saying, "We
anticipate selling certain non-core assets, while retaining
properties that will constitute the heart of the reorganized
company."

According to The Times-Herald, Vallejo city officials decided to
take wait and see the bankruptcy plans for Lennar Mare.  The
report says that the plans may include auctioning off pieces of
property to stave off financial ruin.  Contracts between Lennar
Mare and the city didn't lay out a specific plan that would kick
in if the company were to file for bankruptcy, the report states,
citing Vallejo Assistant City Manager Craig Whittom.  "The court
has provided a vehicle for the disposition of the property, but
that does not mean that the property will be sold or under what
conditions (someone would be buying the property.  There haven't
been any claims made yet (by the city), simply because there
hasn't been a proposed sale.  If there is a proposed sale, we will
have an opportunity . . . and we will be tracking that and be able
to file claims . . . ," the report quoted Mr. Whittom as saying.

LandSource Communities Development LLC, which operates in Arizona,
California, Florida, New Jersey, Nevada and Texas, is involved in
the planning and development of master planned communities and
transforming undeveloped land into ready-to-build home sites and
commercial properties.  With the exception of one development
project in Marina del Rey, California, LandSource does not build
homes or commercial properties.

LandSource and 20 of its affiliates filed for chapter 11
bankruptcy protection before the U.S. Bankruptcy Court for the
District of Delaware on June 8, 2008 (Lead Case No. 08-11111).
The Debtors are represented by Marcia Goldstein, Esq., at Weil
Gotshal & Manges in New York, and Mark D. Collins, Esq., at
Richards Layton & Finger in Wilmington, Delaware.  Lazard Freres &
Co. acts as the Debtors' financial advisors, and Kurtzmann Carson
Consultants serves as the Debtors' notice and claims agent.

According to the Troubled Company Reporter on May 22, 2008,
LandSource sought help from its lender consortium to restructure
$1.24 billion of its debt.  LandSource engaged a 100-bank lender
group led by Barclays Capital Inc., which syndicates LandSource's
debt.  LandSource had received a default notice on that debt from
the lender group after it was not able to timely meet its payments
during mid-April.  However, LandSource failed to reach an
agreement with its lenders on a plan to modify and restructure its
debt, forcing it to seek protection from creditors.  (LandSource
Bankruptcy News, Issue No. 16; http://bankrupt.com/newsstand/or
215/945-7000).


LIMITED BRANDS: S&P Cuts Long-Term Corp. Credit Rating to 'BB+'
---------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its long-term
corporate credit rating on Columbus, Ohio-based Limited Brands to
'BB+' from 'BBB-'.  S&P also lowered the short-term rating to 'B-
1' from 'A-3'.  Concurrently, S&P assigned a recovery rating of
'3' to Limited Brand's unsecured notes.  The recovery rating of
'3' indicates S&P's expectation for meaningful (50%-70%) recovery
in the event of a payment default.  The outlook is stable.

"The downgrade reflects our belief that the company will be more
challenged than previously expected by the current weak economic
environment in the U.S.," said Standard & Poor's credit analyst
Diane Shane, "and this will impede its ability to improve credit
metrics over the near term."


LIN TELEVISION: Moody's Downgrades Corporate Family Rating to 'B2'
------------------------------------------------------------------
Moody's Investors Service downgraded LIN Television Corporation's
Corporate Family rating and Probability of Default rating to B2
from B1, senior secured credit facility to Ba2 from Ba1, and its
senior subordinated notes to B3 from B2.  These actions conclude
the review for downgrade that was initiated on November 3, 2008.
LGD rates were updated to reflect the current debt mix.  The
rating outlook is negative.

Moody's has taken these rating actions:

Issuer: LIN Television Corporation

  * Corporate Family rating -- downgraded to B2 from B1

  * Probability of Default rating -- downgraded to B2 from B1

  * $225 million Senior Secured Revolver -- downgraded to Ba2 (LGD
     2, 11%) from Ba1 (LGD 2, 12%)

  * $275 million Senior Secured Term Loan -- downgraded to Ba2
    (LGD 2, 11%) from Ba1 (LGD 2, 12%)

  * $375 million 6.5% Senior Subordinated Notes due 2013 --
    downgraded to B3 (LGD 4, 67%) from B2 (LGD 4, 69%)

  * $190 million 6.5% Senior Subordinated Notes Class B due 2013 -
    - downgraded to B3 (LGD 4, 67%) from B2 (LGD 4, 69%)

  * Speculative Grade Liquidity Rating -- remains at SGL-4

  * Outlook -- revised to Negative from Review for possible
    downgrade

The downgrade reflects Moody's expectation that LIN's cash flow
will weaken significantly in 2009 due to declines in advertising
spending resulting from continued softening of the U.S. economy
and despite increases to contractual retransmission revenues and
expected strategic cost cuts.  Moody's is also concerned that
lower earnings at LIN TV Corp.'s (LIN's parent company) joint
venture with NBC Universal will create pressure on LIN to
contribute funds to cover the joint venture's debt service and
avoid a call on LIN TV Corp.'s guarantee of the joint venture's
debt.

Moody's expects that cash flow deterioration will drive leverage
considerably higher and heighten the risk of a credit facility
covenant violation.  Moody's believes that the covenant relief the
company received from its August 2008 amendment will afford it
modest financial covenant cushion in the first half of 2009 with a
higher risk of a violation in the second half of the year.
However, should the company's covenant cushion tighten in the
latter half of the year, Moody's believes that LIN's strong local
market positions, modest free cash flow generation and secured
leverage will allow the company some ability to negotiate for an
amendment and/or waiver, if necessary.

The SGL-4 speculative grade liquidity rating continues to reflect
the company's elevated risk of covenant violation and Moody's
expectation that weakened cash flow will lead to further reliance
on LIN's revolving credit facility to fund mandatory debt
amortization over the next twelve months.

The negative rating outlook reflects Moody's concern that a
steeper or more protracted downturn in advertising revenue than
expected could further weaken LIN's leverage profile and its
ability to maintain compliance with its financial covenants.

The last rating action was on November 3, 2008 when Moody's
downgraded LIN's CFR and PDR to B1 from Ba3 and placed the ratings
on review for downgrade.

LIN Television Corporation, a wholly-owned subsidiary of LIN TV
Corp., is headquartered in Providence, Rhode Island, owns and
operates and/or programs 29 television stations, including two
stations pursuant to local marketing agreements, in 17 mid-sized
markets in the United States.  In addition, the company's parent
owns 20% of KXAS-TV in Dallas, Texas and KNSD-TV in San Diego,
California, through a joint venture with NBC Universal.  Annual
revenue is approximately $395 million.


LOMBARD PUBLIC: S&P Gives Negative Outlook on 'BB-' Rated Bonds
---------------------------------------------------------------
Standard & Poor's Ratings Services said it revised the outlook on
Lombard Public Facilities Corp.'s $53.995 million conference
center and hotel series A-2 bonds to negative from stable.  S&P
also affirmed the 'BB-' rating on the bonds.

The outlook revision reflects the hotel restaurant's poor
performance; the project forecast the restaurant would contribute
about 20% of its net operating income.

The project used bond proceeds to build a 500-room Westin hotel
and conference center in the Village of Lombard, Illinois.  The
hotel opened on Aug. 22, 2007.  Hotel net revenues secure the
series A-2 bonds.  Westin, a subsidiary of Starwood Hotels &
Resorts Worldwide Inc. (BBB-/Watch Neg/--) operates the hotel
under a 15-year management contract.

The negative outlook is based on S&P's expectation that the
project will not achieve 1.0x coverage of all obligations,
including the FF&E deposits, from project net income if current
performance levels extend through 2009.

"While the project has enough liquidity, S&P could lower the
rating if the financial performance remains at this level for
longer than one to two years," said Standard & Poor's credit
analyst Jodi Hecht.

Although S&P doesn't expect it at this time, a successful track
record of operating and financial performance well in excess of
forecasts could result in a rating upgrade, following occupancy
stabilization.


LUSSO COLLECTION: Files for Chapter 11 After Drop in Membership
---------------------------------------------------------------
Lusso Collection has filed for Chapter 11 bankruptcy protection,
John Vomhof Jr. at St. Paul Business Journal reports.

According to St. Paul Business, Lusso Collection listed members
like meteorologist and entrepreneur Paul Douglas and Life Time
Fitness Inc. CEO Bahram Akradi as two of its largest creditors.

Lusso Collection said in a statement, "The current national
financial crisis has resulted in a precipitous drop in new-member
enrollments and a significant contraction in the availability of
debt financing, which has affected the club's ability to acquire
new properties and service existing obligations."

Lusso Collection, St. Paul Business relates, said that it will
continue operating during the reorganization.  The report quoted
Karen Beckwith, the company's chief restructuring officer, as
saying, "Our members can continue to enjoy the properties as
before."

Twin Cities-based destination club, The Lusso Collection, was
founded by former Rapala executive Steve Greer in 2006.  It has
about 160 members and owns properties in 16 destinations,
including multimillion-dollar homes and condos in locations
ranging from New York and Hawaii to Italy and The Bahamas.  The
Lusso Collection operates like a high-end time share, catering to
high-net-income individuals who otherwise might buy a second home.
The company provides unlimited access to its properties and a wide
range of perks, including concierge service and luxury
automobiles, at all its locations.


MARSICO PARENT: Moody's Downgrades Corporate Family Rating to 'B3'
------------------------------------------------------------------
Moody's Investors Service has downgraded the corporate family
rating of Marsico Parent Company, LLC to B3 from B2.  Marsico
Parent is the parent of Marsico Capital Management, LLC and
Marsico Fund Advisors, LLC (together, Marsico or company).  In the
same rating action, Moody's also downgraded the rating of
Marsico's senior secured bank facilities to B1 from Ba3 and the
company's senior unsecured notes to Caa1 from B3.  The rating of
Marsico Parent Holdco, LLC's senior notes were downgraded to Caa2
from Caa1.  The outlook on all the ratings is negative.

Moody's stated that the downgrade primarily reflects the
anticipated revenue and earnings declines owing to a material
reduction in the company's assets under management, which has
resulted from severe equity market declines.  Moody's believes
that the decrease in Marsico's earnings will likely lead to a
material elevation in the company's already high leverage, thus
pressuring the firm's ratings.  The negative outlook reflects the
modestly elevated risk that the firm faces for possible further
declines in the equity markets and any associated investor
redemptions.

Moody's noted that the rating action was part of an ongoing
examination of asset management firms given its negative outlook
on the industry broadly, the severity of recent market declines,
and the adverse impact on firms, like Marsico, that operate with
high levels of financial leverage.

Moody's Vice President/Senior Credit Officer Matthew Noll stated,
"Marsico will generate materially lower earnings under the current
level of equity markets."  The rating agency expects Marsico to
experience over a 20% decline in revenues and operating earnings
in 2009, which will substantially diminish cash flow available for
debt pay down and reduce the company's financial flexibility.

Marsico has successfully replaced a financial leverage covenant in
its senior secured credit facility with a minimum AUM threshold
that provides the company with additional time to manage through
potentially prolonged period of depressed equity markets.

According to the rating agency, de-leveraging to under 8x total
debt / EBITDA, restoring its AUM level to above $90 billion,
reducing its concentrations in a limited number of investment
strategies, and continuing to grow market share could lead to a
return to a stable outlook.  Conversely, Marsico would see
downward rating pressure if total debt / EBITDA appears likely to
remain above 10x well past 2009, if its fund redemptions were to
accelerate, or if its market share in the firm's core US and
European markets were to erode to below 0.5% (from about 1%
currently).
These ratings were downgraded and assigned a negative outlook:

  -- Marsico Parent Company, LLC: Corporate family rating to B3
     from B2; senior secured bank facilities to B1 from Ba3;
     senior subordinated notes to Caa1 from B3.

  -- Marsico Parent Holdco: senior notes to Caa2 from Caa1

Marsico Capital Management, LLC, is a Denver based asset
management firm offering investment services to institutional and
retail investors.  The company held $77 billion in AUM at
September 30, 2008.

The last rating action was on November 7, 2007, when Moody's
assigned a B2 CFR to Marsico Parent Company, LLC, and the
corporate family's associated credit facility and notes.


MASCO CORPORATION: Moody's Downgrades Senior Debt Ratings to 'Ba1'
------------------------------------------------------------------
Moody's Investors Service downgraded the senior unsecured debt
ratings and its various shelf programs of Masco Corporation to Ba1
from Baa2.  Moody's also assigned a corporate family rating of Ba1
and a Speculative Grade Liquidity rating of SGL-2 to the company.
This concludes the review that began on August 8, 2008.  The
ratings outlook is stable.

The downgrade reflects expectations that the new home construction
activities as well as the repair and remodeling market will remain
weak well into 2009 and will continue to pressure the company's
credit quality.  The company's leverage and cash flow metrics are
expected to remain weak and in line with the Ba1 rating category
for the foreseeable future.

Many of the key financial metrics that are considered in assessing
Masco's credit quality have deteriorated meaningfully since the
housing slowdown began and are expected to deteriorate further in
2009.  The company's profitability has been under pressure even
with headcount reduction efforts and plant rationalization
programs.  The company's operating margins declined to 5.2% for
the LTM period ended in September 30, 2009 from 8.1% for full year
2007.  In general, the sales decline and margin contraction have
resulted in weaker credit metrics.  The company's EBITDA to
interest declined to 3.3x for the LTM period through September 30,
2008 from 4.9x in 2007.  The company's debt to EBITDA has
increased to 5.3 times on a LTM basis through September 30, 2008.
Its free cash flow (after capital expenditures and dividends) to
debt was 10.1% on a LTM basis through September 30, 2008 vs. 16.5%
for 2007 and is expected by Moody's to be meaningfully lower in
2009.

The stable ratings outlook incorporates the difficult operating
environment and expectations that the company's operating
performance will deteriorate in the near term offset by ongoing
cost cutting initiatives and positive cash contributions from
lower working capital.  Moody's also expects Masco's Decorative
Architectural Products (paints) and its Plumbing Products division
to be more resilient in the downturn.  These divisions benefit
from the more stable repair and remodeling activities and the
turnover in the resale market including those driven by
foreclosures.

The SGL-2 liquidity rating reflects the company's good liquidity
over the next 12 months as evidenced by its significant cash
balance of over $1 billion as of September 30, 2008, modest cash
generation, availability under its $2 billion revolver and
adequate covenant cushion.  The rating also considers the largely
unencumbered nature of its balance sheet.

The last rating action was August 8, 2008 when the company's
ratings were placed on review for possible downgrade due to
concerns surrounding demand for its products, profitability, and
cash flow generating ability in the current economic and housing
environment.

These ratings for Masco have been assigned/affected:

  -- Corporate family rating, assigned Ba1;

  -- Probability of default rating, assigned Ba1;

  -- Senior Unsecured bonds downgraded to Ba1 (LGD-4, 54%) from
     Baa2;

  -- Various shelf securities downgraded to (P)Ba1/(P)Ba2/(P)Ba2
     from (P)Baa2/(P)Baa3/(P)Baa3;

  -- Speculative Grade Liquidity rating, assigned SGL-2.

Masco Corporation, headquartered in Taylor, Michigan, is a leading
North American manufacturer and service provider in the home
improvement and building product markets, with LTM revenues
through September 30, 2008 over $11 billion.


MEDCATH HOLDINGS: Moody's Withdraws All Ratings on Note Repayment
-----------------------------------------------------------------
Moody's Investors Service has withdrawn all of its ratings on
MedCath Holdings Corp.  The ratings withdrawal follows the
repayment in full of the company's $150 million face value
($102 million outstanding) 9 7/8% senior notes and the termination
of its $100 million senior secured revolving credit facility due
2009.  The ratings outlook had been positive.

On November 13, 2008 MedCath announced it had entered into a new,
syndicated $160 million three-year credit facility, led by Bank of
America and Wachovia Bank.  The credit facility consists of a $75
million term loan (the proceeds of which were used along with cash
on hand to repay the senior notes) and an $85 million revolver.
The new credit facility is not rated by Moody's.

Ratings withdrawn:

  -- Corporate Family Rating, B2

  -- Probability of Default Rating, B2

  -- $150 million (face value) senior unsecured notes due 2012,
     Caa1 (LGD5, 79%)

  -- $100 million senior secured revolving credit facility due
     2009, Ba3 (LGD2, 24%)

  -- Speculative Grade Liquidity Rating, SGL-2

The last rating action was November 30, 2007 when Moody's changed
the rating outlook to positive from stable, upgraded the rating on
the company's senior secured revolver to Ba3 from B2 and upgraded
the company's Speculative Grade Liquidity Rating to SGL-2 from
SGL-3.

MedCath, based in Charlotte, North Carolina, is a healthcare
provider focused on high acuity healthcare services, including the
diagnosis and treatment of cardiovascular disease.  The company
owns and operates hospitals in partnership with physicians and
also manages the cardiovascular programs of various hospitals
owned by other parties.  The company also owns or manages cardiac
diagnostic and therapeutic facilities.  These facilities can
either be freestanding or located in hospitals owned by MedCath or
third parties.  MedCath recognized revenue of approximately
$614 million for the fiscal year ended September 30, 2008.


MERITAGE HOMES: CFO Assumes Chief Accounting Officer Assignment
---------------------------------------------------------------
Meritage Homes Corporation disclosed in a regulatory filing with
the Securities and Exchange Commission that Vicki L. Biggs, the
company's chief accounting officer, will be leaving the company in
mid to late January 2009.  Ms. Biggs will continue to serve as the
chief accounting officer until the effective date of the
termination of her employment.

Upon the departure of Ms. Biggs, Larry W. Seay, the company's
executive vice president and chief financial officer, will assume
the duties of chief accounting officer.  Mr. Seay will receive no
additional compensation or benefits in connection with this
appointment.

Mr. Seay has been chief financial officer of Meritage Homes since
December 1996 and was appointed Executive vice president in
October 2005.  Mr. Seay also served as secretary from 1997 to
2005.

Headquartered in Scottsdale, Arizona, Meritage Homes Corporation
(NYSE: MTH) -- http://www.meritagehomes.com/-- builds primarily
single-family homes across the southern and western United States
under the Meritage, Monterey and Legacy brands.  Meritage has
active communities in Houston, Dallas/Ft. Worth, Austin, San
Antonio, Phoenix/Scottsdale, Tucson, Las Vegas, the California
East Bay/Central Valley and Inland Empire, Denver and Orlando.
The company was ranked by Builder magazine in 2007 as the 12th
largest homebuilder in the U.S. and ranked #803 on the 2008
Fortune 1000 list.

Meritage Homes has reported six consecutive quarterly net losses
beginning the second quarter ended June 30, 2007.

                          *     *     *

As reported by the Troubled Company Reporter on Dec. 16, 2008,
Fitch Ratings affirmed Meritage Homes Corporation's Issuer
Default Rating and outstanding debt ratings:

  -- IDR at 'B+';
  -- Senior unsecured debt at 'BB-/RR3';
  -- Senior subordinated debt at 'B-/RR6'.

Fitch said the rating outlook remains negative.


MERITAGE MORTGAGE: Moody's Downgrades Ratings on 23 Class Certs.
----------------------------------------------------------------
Moody's Investors Service has downgraded the ratings of 23
tranches from 3 subprime RMBS transactions issued by Meritage
Mortgage Loan Trust.  The collateral backing these transactions
consists primarily of first-lien, fixed and adjustable-rate,
subprime residential mortgage loans.  These actions are a result
of updated loss expectations on the underlying collateral relative
to available credit enhancement.

The ratings on the notes were assigned by evaluating factors
determined to be applicable to the credit profile of the notes,
such as i) the nature, sufficiency, and quality of historical
performance information regarding the asset class as well as for
the transaction sponsor, ii) an analysis of the collateral being
securitized, iii) an analysis of the policies, procedures and
alignment of interests of the key parties to the transaction, most
notably the originator and the servicer, iv) an analysis of the
transaction's allocation of collateral cashflow and capital
structure, v) an analysis of the transaction's governance and
legal structure, and (vi) a comparison of these attributes against
those of other similar transactions.

Complete rating actions are:

Issuer: Meritage Mortgage Loan Trust 2005-1

  -- Cl. M-5, Downgraded to Baa1 from A2, previously on 4/19/2005
     Assigned to A2

  -- Cl. M-6, Downgraded to Ba3 from Baa3, previously on 2/1/2008
     Downgraded to Baa3

  -- Cl. M-7, Downgraded to Ca from B1, previously on 2/1/2008
     Downgraded to B1

  -- Cl. M-8, Downgraded to C from Caa1, previously on 2/1/2008
     Downgraded to Caa1

  -- Cl. M-9, Downgraded to C from Ca, previously on 2/1/2008
     Downgraded to Ca

Issuer: Meritage Mortgage Loan Trust 2005-2

  -- Cl. M-3, Downgraded to A2 from Aa3, previously on 7/8/2005
     Assigned to Aa3

  -- Cl. M-4, Downgraded to Ba1 from A1, previously on 7/8/2005
     Assigned to A1

  -- Cl. M-5, Downgraded to B3 from A2, previously on 7/8/2005
     Assigned to A2

  -- Cl. M-6, Downgraded to Ca from A3, previously on 7/8/2005
     Assigned to A3

  -- Cl. M-7, Downgraded to C from Baa3, previously on 4/16/2008
Downgraded to Baa3

  -- Cl. M-8, Downgraded to C from Ba2, previously on 4/16/2008
     Downgraded to Ba2

  -- Cl. M-9, Downgraded to C from B2, previously on 4/16/2008
     Downgraded to B2

Issuer: Meritage Mortgage Loan Trust 2005-3

  -- Cl. A-3, Downgraded to Ba1 from Aaa, previously on 12/12/2005
     Assigned to Aaa

  -- Cl. A-4, Downgraded to Ba2 from Aaa, previously on 12/12/2005
     Assigned to Aaa

  -- Cl. A-5, Downgraded to Ba1 from Aaa, previously on 12/12/2005
     Assigned to Aaa

  -- Cl. M-1, Downgraded to Caa2 from A1, previously on 4/18/2008
     Downgraded to A1

  -- Cl. M-2, Downgraded to C from Ba1, previously on 4/18/2008
     Downgraded to Ba1

  -- Cl. M-3, Downgraded to C from B2, previously on 4/18/2008
     Downgraded to B2

  -- Cl. M-4, Downgraded to C from B2, previously on 4/18/2008
     Downgraded to B2, Placed Under Review for Further Possible
     Downgrade

  -- Cl. M-5, Downgraded to C from Caa1, previously on 4/18/2008
     Downgraded to Caa1

  -- Cl. M-6, Downgraded to C from Caa2, previously on 4/18/2008
     Downgraded to Caa2

  -- Cl. M-7, Downgraded to C from Caa3, previously on 4/18/2008
     Downgraded to Caa3

  -- Cl. M-8, Downgraded to C from Ca, previously on 4/18/2008
     Downgraded to Ca


MGIC INVESTMENT: S&P Cuts Rating to 'BB+' From 'BBB'
----------------------------------------------------
Standard & Poor's Ratings Services released a corrected version of
a media release published earlier that had an inaccurate title.

S&P said that it lowered its counterparty credit and insurer
financial strength ratings on Genworth Mortgage Insurance Corp. to
'A+' from 'AA-', Mortgage Guaranty Insurance Corp. to 'A-' from
'A' and Republic Mortgage Insurance Co. to 'A' from 'A+'.  In
addition, Standard & Poor's has downgraded some affiliates of
these operating companies.

At the same time, Standard & Poor's lowered its ratings on several
mortgage insurers' holding companies, including MGIC Investment
Corp. to 'BB+' from 'BBB', Radian Group Inc. to 'BB' from 'BB+',
and Old Republic International Corp. to 'BBB+' from 'A-'.

Standard & Poor's also lowered its financial strength rating on
Genworth Financial Mortgage Insurance Ltd., an affiliate of GMICO
that provides mortgage insurance in Europe, to 'A' from 'AA-'.
Finally, S&P lowered the financial strength ratings on ORI's title
insurance subsidiaries to 'A' from 'A+'.

"These downgrades resulted from a sector-wide reassessment of
mortgage insurers' loss costs," said Standard & Poor's credit
analyst James Brender.  "Our assumptions for key macroeconomic
variables have changed since S&P's sector-wide review of mortgage
insurers in August, and S&P now believes unemployment will be
greater than 8% in mid 2009, and S&P's peak-to-trough decline in
home prices as measured by the S&P Case Shiller index is 30%."
The deterioration in macroeconomic variables will be partially
mitigated by reinsurance and rescissions.  The changes in S&P's
macroeconomic forecast had the most significant impact on S&P's
loss cost assumptions for claims on prime mortgages because S&P
already had a very high level of for claims from subprime and Alt-
A mortgages.

Standard & Poor's applied additional notching to MGIC Investment
and Radian Group.  The additional notch reflects the strain that
the disruption in the financial markets has placed on these firms'
financial flexibility.  If MGIC and Radian return to
profitability, Standard & Poor's would likely narrow the notching
between the holding companies and the subsidiaries back to the
standard three notches.

This review included PMI Mortgage Insurance Co. and Radian
Guaranty Inc.  However, Standard & Poor's concluded that the
increase in S&P's loss cost estimates for those companies was not
large enough to necessitate a downgrade.  United Guaranty
Residential Insurance Co., CMG Mortgage Insurance Co., and
California Home Loan Insurance Fund were not part of the review.

The ratings on most mortgage insurers and their holding companies
remain on CreditWatch with negative implications.  When Standard &
Poor's placed five U.S. mortgage insurers on CreditWatch on
Dec. 5, 2008, S&P said the resolution of the CreditWatches would
occur in two phases.  Standard & Poor's expects to resolve all of
the CreditWatches in March, and the resolutions could include
downgrades of more than one notch.  RMIC is the only major U.S.
mortgage insurer not on CreditWatch.  This distinction is due
to the strength of ORI and its P/C operations, and their ability
to support RMIC.

The March review will be more comprehensive than the review. In
addition to again re-assessing loss costs based on S&P's latest
assumptions for macroeconomic conditions, Standard & Poor's will
estimate the effectiveness of recent efforts to stabilize the
mortgage and housing markets, such as massive loan modification
programs, interest rate cuts and the Troubled Asset Relief
Program.  S&P will try to determine whether the uptick in the
unemployment rate has translated into additional delinquencies.
S&P will evaluate the credit quality of new business written by
mortgage insurers and the firms' adherence to more stringent
underwriting guidelines and more conservative risk tolerances.
Finally, Standard & Poor's will review mortgage insurers'
capitalization and their holding companies' liquidity.


MITEL NETWORKS: Moody's Downgrades Corporate Family Rating to 'B3'
------------------------------------------------------------------
Moody's Investors Service downgraded Mitel Networks Corporation's
corporate family rating and probability of default rating to B3
from B2.  Concurrently, the company's first lien senior secured
credit facility and term loan were downgraded to B2 from B1 and
its second lien senior secured credit facility was downgraded to
Caa2 from Caa1.  The ratings outlook is stable.  Mitel has been
much slower to de-lever subsequent to last year's acquisition of
Inter-Tel (Delaware) Incorporated than had been anticipated.  This
is likely due, in part, to subdued macroeconomic conditions.  With
the general business environment having recently become even more
difficult, small and medium sized business spending on telephony
services is likely to be suppressed, and the company's ability to
expand its cash flow stream and de-lever is likely to be quite
limited.  Margins have been in the 10% range (inclusive of Moody's
adjustments) and are not expected to improve significantly other
than from the residual benefits of the Inter-Tel acquisition.
With that, leverage is expected to stay in the 7x range (inclusive
of Moody's adjustments).  Given the company's other attributes
(refer to the associated Credit Opinion, this background prompted
the ratings downgrade.

Downgrades:

Issuer: Mitel Networks Corporation

  -- Corporate family rating, downgraded to B3 from B2

  -- Probability of default rating, downgraded to B3 from B2

  -- $30 million first lien senior secured revolver, downgraded to
     B2 (LGD 3, 36%) from B1 (LGD3, 33%)

  -- $290 million first lien senior secured term loan, downgraded
     to B2 (LGD 3, 36%) from B1 (LGD3, 33%)

  -- $130 million second lien senior secured term loan, downgraded
     to Caa2 (LGD 5, 85%) from Caa1 (LGD5, 80%)

Outlook Actions:

  -- Unchanged, stable

Moody's previous rating action was on July 20, 2007 at which time
Mitel's debt was rated for the first time and a B2 CFR was
assigned.

Based in Ottawa, Ontario, Mitel provides integrated internet
protocol based enterprise telephony solutions for small and medium
sized businesses.


MOTOR COACH: Chapter 11 Plan Goes to Creditors for Voting
---------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Delaware
has authorized Motor Coach Industries International Inc. to send
its Chapter 11 plan to creditors for voting.

Motor Coach was allowed to solicit votes on the Plan after the
Court held that the disclosure statement accompanying the Plan
contains adequate information necessary for claimholders to make
an informed judgment on the Plan.

The confirmation hearing for the Plan is scheduled for Jan. 26.

The plan contemplates the reorganization of each of the Debtors
upon consummation of the plan, and the resolution of the
outstanding claims against and interest in the Debtors.

Under the plan, holders of secured claims relating to the Debtors'
second lien credit agreement will be paid in full in cash on
effective date while holders of secured claims relating to the
third lien credit agreement will receive 100% of the new common
stock -- other than new common stock issued or reserved for the
management equity plan -- and the right to purchase new preferred
stock under the rights, which will be backstopped by certain
investment entities affiliated with Franklin Mutual Advisers LLC.

The existing common stock in holdings and equity interests will be
cancelled.  100% of the newly-issued common stock of each
subsidiary will be issued to the entity to its sole or majority
stockholder by the plan's effective date.

The plan is expected to deleverage the Debtors' balance sheet by,
among other things:

  a) reducing the Debtors' total prepetition indebtedness by
     paying in full about $160 million of second lien obligations
     and discharging an additional $480 million in prepetition
     indebtedness;

  b) improving cash flow by reducing ongoing interest expense; and

  c) providing $160 million in new capital through the rights
     offering to fund the Debtors' emergence from Chapter 11 and
     facilitate the implementation of the Debtors' plan.

According to the plan, the Debtors will authorize (i) 10,000,000
shares of new commons stock and about 168 shares of new preferred
stock; (ii) issue 100% of the new common stock to holders of
allowed claims in Classes 4A through 4G; and (iii) issue the new
preferred stock to the rights offering participants.  In addition,
the authorized shares of new common stock will included reserves
for the numbers of shares of new common stock necessary to satisfy
the required distributions of shares and options to be granted
under the management equity plan, among other things.

Under the plan, unsecured creditors will recover nothing.  Other
higher ranked creditors will have these recoveries:

-- Holders of $133 million in first-lien debt will be paid in full
   with financing borrowed for the reorganization.

-- Holders of $163 million in second-lien debt will be paid with
   proceeds from a $160 million backstopped rights offering where
   third-lien creditors can buy new preferred stock.

-- Holders of $209 million of third-lien debt will receive equity
   in the reorganized debtor.

Specifically, the plan classifies interests against and liens in
the Debtor in eight classes.  The classification of interests and
claims are:

                 Treatment of Interests and Claims

                   Type                          Estimated
           Class   of Claims         Treatment   Recovery
           -----   ---------         ---------   ---------
           1A-1G   other priority    unimpaired  100%

           2A-2G   other secured     unimpaired  100%

           3A-3G   secured second    unimpaired  100%
                   lien credit
                   agreement

           4A-4G   secured third     impaired    0%-33.6%
                   lien credit
                   agreement

           5A-5G   general unsecured impaired    0%

           6A-6G   intercompany      unimpaired  TBD

           7       interest in       unimpaired  0%
                   holdings

           8A-8F   intercompany      unimpaired  0%
                   interests

Holders of Class 4A-5G are entitled to vote to reject or accept
the plan.

The official committee of unsecured creditors objected to the
Plan.

Section 1129(a)(8) of the Bankruptcy Code requires that each class
of claims or interests under a plan has either accepted the plan
or is not impaired under the plan. The Debtor, however, are
expected to seek confirmation of the Plan under Section
1129(b)(1)'s "cramdown" provision. Under the cramdown provision,
notwithstanding Section 1129(a)(8), upon the request of the plan
proponent, the plan may be confirmed if it does not discriminate
unfairly, and is fair and equitable, with respect to each class of
claims or interests that is impaired under, and has not accepted,
the plan.

                         About Motor Coach

Wilmington, Delaware-based Motor Coach Industries International,
Inc. -- http://www.mcicoach.com/-- and its subsidiaries
manufacture intercity coaches for the tour, charter, line-haul,
scheduled service, and commuter transit sectors in the U.S. and
Canada.  They also operate seven sales centers and nine service
centers in the U.S. and Canada and is the industry's supplier of
aftermarket parts for most makes and models.  The Company and its
debtor-affiliates filed for separate Chapter bankruptcy protection
with the United States Bankruptcy Court for the District of
Delaware on September 15, 2008 (Lead Case No. 08-12136), to
implement a pre-negotiated restructuring plan to be funded by
Franklin Mutual Advisors, LLC and certain of its affiliates.  The
company's Canadian operations are not included in the filing.
Kenneth S. Ziman, Esq., and Elisha D. Graff, Esq., at Simpson
Thacher & Bartlett LLP, in New York; and Jason M. Madron, Esq.,
and Lee E. Kaufman, Esq., at Richards Layton & Finger, P.A., in
Wilmington, Delaware, represent the Debtors in their restructuring
efforts.  Kurtzman Carson Consultants LLC serves as claims and
notice agent.  Rothschild Inc. and AlixPartners LLP also provide
restructuring advice.  At the time of filing, the Debtors listed
assets of between $500,000,000 and $1,000,000,000 and liabilities
of between $100,000,000 and $500,000,000.


NATIONAL CENTURY: Jury Acquits Former Employee James Happ
---------------------------------------------------------
The trial for the eleventh and final defendant of National
Century Financial Enterprises, Inc.'s controversial fraud scandal
ended with a not guilty verdict on December 17, 2008.

A 12-member jury has acquitted James K. Happ, a certified public
accountant who was National Century's former vice president for
service operations.

Mr. Happ, who faced charges of conspiracy, money-laundering and
wire fraud, used to boast about his relationship with the mob,
Jodi Andes of The Columbus Dispatch reports.  He used to be in
charge of overseeing which accounts receivables were bought by
National Century prior to its collapse in 2002.

U.S. District Court Judge Algenon L. Marbley previously sent to
prison National Century's former executives, including NCFE's
former big boss and founder, Lance K. Poulsen.  Mr. Poulsen waits
his sentencing relating to fraud charges.  However, he is
currently in prison for trying to bribe the U.S. Government's
star witness, Sherry Gibson, a former employee of NCFE, who has
served her term in prison in connection with NCFE's fraud.

Former NCFE secretary and treasurer Rebecca S. Parrett, who
failed to show up for a Court appearance, still remains at large.

Judge Marbley moved to December 2008 the trial on Mr. Happ's fraud
charges after the Court allowed a delay in Mr. Poulsen's trial.
Attorneys for the former NCFE CEO asked for more time to review
boxes of documents they plausibly claimed are central to theories
of Mr. Poulsen's defense.  Both Messrs. Happ and Poulsen pleaded
not guilty to fraud and money laundering allegations against them,
among other charges.

                        McGuire's Testimony

Lori McGuire, a former associate vice president of NCFE,
testified that outside auditors knew about the loans that
National Century had approved without collateral for certain
health care providers.  She said that loan reports were typically
provided to the auditors at end-of-the-year audits, the Columbus
Dispatch reports.

According to the Columbus Dispatch, Ms. McGuire told assistant
U.S. Attorney Douglas Squires that she had never actually talked
to auditors about the fraud; however, her testimony reinforced
claims by former company executives that outsiders, including
auditors and bank officials, knew that National Century made
advances that would likely never be repaid.

Mr. Happ's attorney, Craig A. Gillen, Esq., countered that
National Century did not hide the advances because they were
disclosed in NCFE's documents -- if outsiders had only looked,
the Columbus Dispatch says.

Ms. McGuire further told the Court that Mr. Happ had ordered to
make eight changes in National Century's computer system, changes
that would benefit Med-Diversified, his next employer.

                        Happ is Guilty, But
                     Prosecutors Lack Evidence

Mr. Happ was acquitted from a count of conspiracy, a count of
money-laundering conspiracy and three counts of wire fraud.
However, a juror said that the "not guilty" verdicts were not so
much of a vindication because jurors believe that the federal
prosecutors had not done their job, the Columbus Dispatch says.

"He very well may have been guilty.  A lot of us thought he was,"
said the unnamed juror.  "But if he was, you gotta have the
evidence."  The juror added that the Government's witnesses, who
testified against Mr. Happ, were "tainted."

Mr. Happ, however, believes that God has answered his prayers,
the Columbus Dispatch reports.  "I never believed I had any
intent to defraud anyone," he said.

                 About National Century Financial

Headquartered in Dublin, Ohio, National Century Financial
Enterprises, Inc. -- http://www.ncfe.com/-- through the CSFB
Claims Trust, the Litigation Trust, the VI/XII Collateral Trust,
and the Unencumbered Assets Trust, is in the midst of liquidating
estate assets. The Company filed for Chapter 11 protection on
November 18, 2002 (Bankr. S.D. Ohio Case No. 02-65235). The Court
confirmed the Debtors' Fourth Amended Plan of Liquidation on April
16, 2004. Paul E. Harner, Esq., at Jones Day, represented
the Debtors.

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


NATIONAL CENTURY: Credit Suisse Claims Suit Misrepresentation
-------------------------------------------------------------
In a letter to the court, Credit Suisse Securities (USA) LLC,
tells U.S. Magistrate Judge Mark Abel that plaintiffs
Metropolitan Life Insurance Company, Metropolitan Insurance and
Annuity Company, and Lloyds TSB Bank PLC, have committed serious
misrepresentation during a telephonic discovery hearing held on
July 29, 2008.  The hearing concerned, in relevant part, the
deposition of J. McGinnis Caldwell, Moody's Investors Service,
Inc.'s senior analyst responsible for its rating of the National
Century Financial Enterprises, Inc. notes, and also Moody's
witness pursuant to Rule 30(b)(6) of the Federal Rules of Civil
Procedure.

Steven G. Brody, Esq., at McKee Nelson LLP, in New York, relates
that Credit Suisse explained during the July 29 hearing that the
Plaintiffs' deposition of Mr. Caldwell focused more on finger-
pointing at Credit Suisse than on building a case against
Moody's.  Hence, Credit Suisse asked for the assistance of the
U.S. District Court for the Southern District of Ohio in finding
out whether there was an undisclosed agreement between Moody's
and the Plaintiffs that would explain the unusual deposition.

The Plaintiffs' counsel, Harold G. Levison, Esq., told the Court
that the totality of the Plaintiffs' agreement with Moody's is
the assessment of their case against Moody's at the end of fact
discovery, and if the case isn't there, it will be dismissed
without prejudice.

Mr. Brody argues that the Plaintiffs' representation about the
"totality" of their agreement with Moody's was not true.  He
points out that the Plaintiffs and Moody's have previous
agreements, which they did not disclose and refused to give
Credit Suisse a copy.

"At stake here is the ability of Credit Suisse to defend itself
fully and fairly against Plaintiffs' claims," Mr. Brody tells the
Court.  "If Plaintiffs had revealed the Stipulation and the
Agreement before Caldwell's initial deposition, Credit Suisse
would have challenged Plaintiffs' ability to question him for
seven hours as an adverse witness, and much of the testimony on
which Plaintiffs and their expert rely would never have been
taken.  Further, during Caldwell's follow-up deposition, Credit
Suisse would have used the Stipulation and the Agreement to
impeach his credibility," Mr. Brody continues.

Credit Suisse, thus, asks the Court to impose appropriate
sanctions against the Plaintiffs.  Since Mr. Caldwell's testimony
has been tainted by the Plaintiffs' apparent wrongdoing, they
should be precluded from using any of the testimony during the
course of their lawsuits.  In addition, Credit Suisse requests
that the Plaintiffs be ordered to produce the previous agreements
to the Court and Credit Suisse.

                        Plaintiffs Respond

In response to the "utterly baseless personal attacks on counsel"
contained in Mr. Brody's letter, Mr. Levison contends that the
only attorney misconduct is committed by Mr. Brody, who once
again resorted to unfounded defamatory accusations in an obvious
effort to obtain, after the discovery deadline, a document that
Credit Suisse failed to cover on its document requests through
Mr. Brody's oversight or otherwise.

Mr. Levison recalls that he advised the Court during the July 29
call that the Plaintiffs and Moody's do not have a settlement
agreement in principle.  He added that what the Plaintiffs have
agreed with Moody's was that if they feel that they do not have a
case at the end of fact discovery, they will dismiss the case
without prejudice.  Moody's counsel, James Coster, Esq.,
confirmed the Plaintiffs' representation.

After being told about the Plaintiffs' agreement with Moody's no
less than four times during the July 29 call, Mr. Brody suggests
there was a "serious misrepresentation made to the Court" during
that call, supposedly because there was already a signed
stipulation of dismissal dated June 2, 2008, and filed with the
Court on September 4, and because he did not understand from the
four references that the agreement was in writing, the Plaintiffs
tell Judge Abel.

"Not only are Credit Suisse's arguments completely meritless,
they are also improperly made in the form of a letter," Mr.
Levison asserts.  "Requests for preclusions of proof should be in
the form of a motion, based upon a record, and signed by the
moving counsel," he adds.

The Plaintiffs point out that their failure to include their
agreement with Moody's for Mr. Brody's review is because Credit
Suisse never requested for the document.  They note that Lloyds
simply does not have any independent obligation to provide Credit
Suisse with the document, and that the time for filing for
document requests has long since expired.

"Notwithstanding Mr. Brody's efforts to twist the facts, the
agreement with Moody's was described fully and accurately during
the July 29 call . . . Mr. Brody's accusations of some nefarious
conduct surrounding the Stipulation are also spun out of the
whole cloth," Mr. Levison says.  He contends that there was
nothing secretive or sinister about the date of the Stipulation.
If there had been any intent to deceive, then, the Stipulation
would have been left undated, until it was filed at the end of
discovery.

"Mr. Brody's apparent assumption that the agreement with Moody's
was oral rather than written is just plain foolish, and frankly
inexplicable for an experienced attorney representing a client in
litigation of this magnitude, particularly after the detailed
description of the agreement and numerous references to it during
the July 29 call," Mr. Levison declares.  He avers that Credit
Suisse could have asked Mr. Caldwell about the agreement, and
could have explored whether his testimony was altered in any way
by any agreement with Lloyds.

"What Credit Suisse is not entitled to do is make unfounded
accusations against counsel simply as a way to obtain an
agreement Credit Suisse's discovery requests failed to cover.
Nevertheless, Lloyds would be pleased to submit the agreement to
Your Honor for an in camera review, if Your Honor deems
necessary," Mr. Levison tells Judge Abel.  "But Credit Suisse is
simply not entitled to it," he continues.

         Credit Suisse Insists Agreement was Requested

Putting aside the "ad hominem attacks," the Plaintiffs' response
letter is simply incorrect, Mr. Brody contends.  He insists that
the Moody's agreement was included in Credit Suisse's document
request for all documents concerning any settlement between the
Plaintiffs and any defendant in the multidistrict litigation
proceedings.

"The truth is that Plaintiffs misrepresented the facts when they
purported to describe the 'totality' of their agreement with
Moody's, but failed to disclose the Agreement and the
Stipulation," Mr. Brody asserts.  "Indeed, Plaintiffs never
disclosed during the hearing that they had any written agreement
with Moody's, even though the Court asked," he adds.

                  Agreement Settled Nothing

"Trying to fit a square peg into a round hole, Credit Suisse now
bases its purported right to the Lloyds/Moody's agreement that
was fully and accurately described in our July 29, 2008 call with
Your Honor -- over three months ago -- on the completely
meritless argument that the agreement at issue is a 'settlement
agreement'," Mr. Levison tells Judge Abel.  "That is the basis of
not only its claim for production, but also its claim that I and
Moody's counsel, Mr. Coster, misrepresented the nature of the
agreement," he continues.

Mr. Levison insists that the agreement between the Plaintiffs and
Moody's settled nothing, and has none of the characteristics of a
settlement because no money or releases were exchanged, and no
bar order was entered.  He argues that the dismissal of claims
against Moody's was without prejudice, and that Lloyds continues
to maintain its right to sue Moody's on each claim that had been
alleged in the case.

"Who ever heard of a settlement agreement without a payment,
without releases, and with the parties still fully able to sue
each other?" Mr. Levison asks.  "[I]f Credit Suisse believed the
agreement between Moody's and Lloyds was a settlement agreement,
why did it wait over three months to come up with the argument
that the agreement should have been produced under the
outstanding document request demanding production of settlement
agreements?" he continues.

The fact is that Credit Suisse's document request does not cover
the agreement with Moody's, and all of the name-calling and all
of the excuses by its counsel cannot change that fact, Mr.
Levison contends.  He points out Credit Suisse's document request
only refers to settlements between a plaintiff and a defendant,
and payments of money in connection with losses suffered by
reason of the investment in NCFE notes.

            Plaintiffs Attempt to Divert Attention,
                  says Credit Suisse

Mr. Brody asserts that the Plaintiffs seek to obscure "what has
by now become obvious."  Regardless of whether Credit Suisse
previously requested the settlement-related documents, the
Plaintiffs should be sanctioned for their conduct during the
July 29 hearing, he tells the Court.  He notes that when they
responded to the Court by purportedly describing the "totality"
of their agreement with Moody's, they failed to disclose that
they had signed a Stipulation dismissing the Plaintiffs' claims
against Moody's, and that they had a written agreement with
Moody's.

There is no dispute that those documents, and whatever other
documents the Plaintiffs may still be withholding, would have
been valuable to Credit Suisse in connection with the follow-up
deposition of Mr. Caldwell, Mr. Brody says.  He argues that
instead of addressing their misrepresentations, the Plaintiffs
attempt to divert attention by focusing irrelevantly on Credit
Suisse's document requests.

Mr. Brody further contends that the Plaintiffs received several
e-mail messages from him asking for production of their
settlement agreements, but they ignored the requests for more
than a month.  Accordingly, Credit Suisse asks the Court to grant
its request against the Plaintiffs.

                  Brody: Covering Mistakes

Mr. Brody does not even appear to consider the seriousness of his
allegations, and the absence of any evidence to support them, Mr.
Levison tells Judge Abel.  In any event, Mr. Brody's repetition
of baseless arguments does not make them any less erroneous, Mr.
Levison insists.  Mr. Levison adds that Mr. Brody's efforts to
fabricate some kind of wrongdoing, where there simply is none, is
an effort to cover his own mistakes, which includes:

  (1) Mr. Brody's failure to draft a document request that would
      call for production of the agreement with Moody's;

  (2) his apparent, though unbelievable, failure to understand
      that there was a written agreement between the Plaintiffs
      and Moody's; and

  (3) his failure to follow-up with the Plaintiffs or the Court
      after the Stipulation dated June 2 was signed by the Court
      on September 4.

Contrary to Credit Suisse's allegations that the Plaintiffs focus
on irrelevant document requests as a distraction, Mr. Levison
argues that Credit Suisse's entitlement to the agreement is
precisely the issue before the Court.  He adds that the fact
remains that, not only did the Plaintiffs accurately describe the
agreement during the July 29 call, Credit Suisse is simply not
entitled to it.

              Lieff Cabraser Moved to New Office

Steven E. Fineman, Esq., at Lieff, Cabraser, Heimann & Bernstein,
LLP, in New York, notifies the Court and parties-in-interest that
his firm's office has been moved at 250 Hudson Street, 8th Floor,
in New York.

Lieff Cabraser is the counsel for the NYC Pension Funds.

          Lloyds and MetLife to Offer Expert Testimony

In a letter to Judge James L. Graham, Mr. Levison says that he
wants to correct "what appears to be a misapprehension"
concerning expert evidence to be proffered by Lloyds and MetLife.

In his previous order, Judge Graham noted that Lloyds and MetLife
were not offering expert testimony about damages, when others
did.  He ruled that given that other plaintiffs are offering
expert testimony about damages, and the uncertainty about how
Lloyds and MetLife intends to calculate the interest on their
alleged damages, Allan W. Kleidon's disclosures according to Rule
26(a)(2) of the Federal Rules of Civil Procedure must be made by
October 17, 2008.  He added that since Lloyds and MetLife are not
offering expert testimony on damages, their responsive experts
need not make their Rule 26(a)(2) disclosures until November 28.

Mr. Kleidon is Credit Suisse's damages expert.

Mr. Levison contends that Lloyds and MetLife are offering expert
testimony about damages, and have so stated both in a letter to
the Court, and in their expert designations of Professor John
Coffee of the Columbia Law School.  He notes that rather than
stating they would not offer expert testimony on damages, MetLife
and Lloyds argued in their letter that the issue of damages was
not complicated and, accordingly, that there was no need for
Credit Suisse's damage expert to first have Prof. Coffee's damage
report before submitting Credit Suisse's expert damage report.

MetLife and Lloyds, however, have never stated they were not
offering expert testimony about damages, Mr. Levison points out.

                       Glucksman Dispute

Robert J. Madden, Esq., at Gibbs % Bruns L.L.P., in Houston,
Texas, on behalf of plaintiffs the Arizona Noteholders, the UAT,
Lloyds, MetLife, and the New York City Pension Funds, writes to
inform the Court with respect to a dispute that has arisen with
defendant Credit Suisse regarding the deposition of expert
witness Myron S. Glucksman, Credit Suisse's designated expert on
"the roles and responsibilities of various parties involved in
asset-backed securities transactions" and the "services rendered"
by Credit Suisse in connection with NCFE.

The Arizona Noteholders, et al., have asked Credit Suisse for
nine hours to depose Mr. Glucksman, but Credit Suisse has refused
to make him available for more than seven hours, Mr. Madden
relates.  Parties previously agreed to set seven hours for each
expert deposition as the default rule, but, as in previous
instances in which the length of certain depositions was extended
beyond the seven-hour rule, the Arizona Noteholders, et al.,
believe there are extenuating circumstances, which warrant an
additional two hours of deposition time.

Mr. Glucksman's expert report responds to the disclosures of four
of the Arizona Noteholders, et al.s' expert witnesses, (i)
MetLife and Lloyds's expert John C. Coffee, Jr., (ii) the Arizona
Noteholders' experts Bernard S. Black and Steven L. Schwarcz, and
(iii) the NYC Pension Funds' expert Robert M. Daines.

The Arizona Noteholders, et al., are requesting additional time
only in connection with Mr. Glucksman's deposition, in light of
the length of the Glucksman Report and the number of issues
unique to each of the Arizona Noteholders, et al.'s experts
addressed in the Glucksman Report.

While there are many issues that are relevant to each of the
Arizona Noteholders, et al., which can and will be addressed on a
consolidated basis, each of them will also need time to explore
with Mr. Glucksman the assertions directed at its particular
experts and the facts peculiar to its particular case, Mr. Madden
explains.  He argues that seven hours, divided among the three
plaintiff groups, simply will not afford sufficient time to
examine Mr. Glucksman concerning the substance of his voluminous
report as well as his assertions with respect to the Arizona
Noteholders, et al.'s individual experts and facts.

Credit Suisse will have a total of 28 hours with the Arizona
Noteholders, et al.'s individual experts to whom Mr. Glucksman
has responded, Mr. Madden points out.  He submits that the
Arizona Noteholders, et al.'s request is more than reasonable.

Mr. Madden reminds the Court that Credit Suisse and other
defendants previously obtained additional time to depose certain
witnesses from Lloyds and MetLife based in part on the assertion
that they had conflicting interests, and each party needed the
extra time to fully defend against plaintiffs' claims.  He
insists that the same holds true in the current dispute, where
the Arizona Noteholders, et al., may have divergent interests in
examining Mr. Glucksman, which stem from the factual differences
surrounding their purchases of NCFE notes and their
communications with Credit Suisse.  Without additional deposition
time, the Arizona Noteholders, et al., submit that they simply
will not be afforded a reasonable opportunity to cross examine
Mr. Glucksman in preparation for his trial testimony.

                    Credit Suisse Responds

Credit Suisse contends that when the parties negotiated the
schedule for depositions, the Arizona Noteholders, et al., (i)
already knew the experts' identity and subject matters, and (ii)
fully understood that the seven-hour maximum deposition time
would apply to them for Mr. Glucksman.

The Arizona Noteholders, et al., have shared seven hours of
depositions in numerous instances, and they have not provided a
basis for an additional two hours, Credit Suisse contends.
Credit Suisse also argues that the Arizona Noteholders, et al.,
have not demonstrated any "extenuating circumstances" that did
not exist at the time they agreed to a seven-hour maximum for all
expert depositions that would justify a modification of the
Court's order with respect to Mr. Glucksman.

Credit Suisse further argues that it would be unfair for Mr.
Glucksman to extend his deposition by almost 30%, which is not a
"modest" amount of additional time.

                Donovan's Amended Errata Sheet

Credit Suisse asks the Court's assistance in resolving a dispute
with counsel for the Arizona Noteholders and the Unencumbered
Assets Trust concerning an amended errata sheet for its witness
Joseph M. Donovan, who appeared as a Rule 30(b)(6) witness on
numerous topics on June 26 and 27, 2008.  Mr. Donovan executed
the Amended Errata Sheet to make one additional correction to his
deposition testimony that was not reflected on his prior Errata
Sheet.

Although the Court and all parties have substantial interests in
ensuring that the sworn testimony be accurate, the Arizona
Noteholders do not seem to care what the truth is and request
that Credit Suisse withdraw the Amended Errata Sheet because it
is untimely, relates Susan F. DiCicco, Esq., at McKee Nelson LLP,
in New York.  Hence, Credit Suisse asks the Court to verify that
Mr. Donovan's Amended Errata sheet need not be withdrawn, and
that he has the right to correct the inaccurate testimony.

The amendment addresses an erroneous answer by Mr. Donovan in
connection with a certain deal regarding the NCFE notes, Ms.
DiCicco says.  She explains that not knowing when in January 1996
the deal closed, Mr. Donovan mistakenly testified that Credit
Suisse had obtained Hausser & Taylor audited 1994 financial
statements in connection with an initial transaction performed
for NPF VI.  She notes that the deal documents reflect that the
deal closed on January 4, 1996, and Credit Suisse could not have
obtained prior to January 4 the audited 1994 financials for NCFE
that did not exist until January 5, and Mr. Donovan had no
personal knowledge to the contrary.

Although Mr. Donovan did not mean to imply that Credit Suisse had
the 1994 financials prior to the closing of the first deal, Ms.
DiCicco contends, the Arizona Noteholders' expert cited that very
testimony in a report for the proposition that Credit Suisse knew
the content of those 1994 financials dated January 5, 1996, when
the 1995-2 transaction closed the day before.

It is incomprehensible that the Arizona Noteholders' objection to
the Amended Errata sheet could trump the interests of the Court
and all parties-in-interest in securing accurate and truthful
testimony, Ms. DiCicco tells Judge Abel.  Therefore, Credit
Suisse asks the Court to confirm that Mr. Donovan had the right
to correct his testimony, and that the Arizona Noteholders'
request that Credit Suisse withdraw the Amended Errata Sheet be
denied.

          Request to Strike the Amended Errata Sheet

Mr. Madden tells the Court that Credit Suisse has attempted to
file an "amended" errata sheet to Mr. Donovan's testimony,
changing the substance of the testimony.  The amendment is also
submitted two months after the deadline for filing an errata
sheet had passed.  Hence, the Arizona Noteholders ask the Court
to strike the Amended Errata Sheet.

The Amended Errata Sheet attempts to change Mr. Donovan's answer
to state that Credit Suisse had obtained some other financials in
connection with its diligence on its first NCFE note placement,
and did not receive the audited 1994 financials until some later
time and in some other context, Mr. Madden avers.  The change is
an important one in that the audited 1994 financials contain
alarming footnotes indicating that NCFE was violating the note
program indentures by advancing funds to related parties without
receiving eligible receivables in return -- the very fraud that
would lead to NCFE's collapse more than six years later, Mr.
Madden points out.

"The attempt to make this change was apparently prompted by
Credit Suisse's expert witness on the standard of care for
placement agents, Myron Glucksman, who submitted his report
twelve days before the Amended Donovan Errata was prepared and
served," Mr. Madden contends.

"In his report, Mr. Glucksman attempts to minimize the importance
of the alarming disclosures in the 1994 financial statements by
ignoring Mr. Donovan's testimony and suggesting instead that the
1994 financials (and the alarming disclosures contained in them)
were not received by Credit Suisse in connection with its
diligence on the NPF VI 1995-2 transaction and, for this reason,
Credit Suisse was under no obligation to review them," Mr. Madden
continues.

The Arizona Noteholders will be prejudiced if the change is
permitted because discovery is now closed and they now have no
opportunity to further investigate the circumstances of Credit
Suisse's receipt of the 1994 audited financials, which Credit
Suisse now seeks to shroud in mystery, Mr. Madden argues.  He
notes that Mr. Donovan's deposition was supposed to be the
Arizona Noteholders' avenue to obtain answers to these types of
questions, and Credit Suisse should not now be permitted to take
back the answers it does not like, leaving them in the dark.

Accordingly, the Arizona Noteholders ask the Court to strike the
Amended Errata Sheet.


NON-INVASIVE MONITORING: Appoints Three Directors to Board
----------------------------------------------------------
Non-Invasive Monitoring Systems, Inc., disclosed new appointments
to its board of directors, including the election of Jane H.
Hsiao, Ph.D., MBA, as chairman of the board.  Dr. Hsiao, along
with Dr. Rao Uppaluri and Steven D. Rubin, were appointed to fill
the vacancies created by the resignations of directors John
Clawson, Gerard Kaiser, M.D. and Leila Kight.  After the
appointment of the new board members, joined by continuing
directors Marvin A. Sackner, M.D., Taffy Gould and Morton
Robinson, M.D., the full board unanimously elected Dr. Hsiao as
chairman.

"The addition of Dr. Hsiao, Dr. Uppaluri and Mr. Rubin as
directors enhances the board's regulatory, financial and legal
expertise as we continue to commercially launch our flagship
product, the Exer-Rest)R)," said Marvin A. Sackner, M.D., the
company's founder and CEO.  "We believe that, as chairman, Dr.
Hsiao's diverse regulatory, marketing and business experience in
the healthcare industry will provide the leadership we need as we
complete the transition from a research and development company
into a medical and fitness device company.  Furthermore, Dr.
Uppaluri and Mr. Rubin bring real-world healthcare-related
commercial, financial and legal expertise that will be of great
value to the board, management and our shareholders," added Dr.
Sackner.

"The science and clinical evidence behind the invention of the
Exer-Rest by our founder, Dr. Marvin Sackner, leads us to believe
in the potential benefit of the Exer-Rest for the improvement in
health and fitness as well as the quality of life for people who
suffer from chronic disabilities," said Dr. Hsiao, who has been a
NIMS shareholder since August 2005. "As chairman, I am excited to
take this leadership role as the product is being introduced to
the market.  On behalf of the board and shareholders, I want to
thank John Clawson, Gerard Kaiser, and Leila Kight for their many
contributions as board members," Dr. Hsiao added.

Jane H. Hsiao, Ph.D., MBA.  Dr. Hsiao has served since May 2007 as
vice-chairman and chief technical officer of OPKO Health, Inc., a
specialty healthcare company.  Dr. Hsiao also serves as chairman
of the board of medical device developer SafeStitch Medical, Inc.,
a position she has held since September 2007, and as a director of
Modigene, Inc., a developmental stage biopharmaceutical company
and Neovasc, Inc., which develops and markets vascular devices.
Dr. Hsiao served as the vice chairman-Technical Affairs and chief
technical officer of IVAX Corporation from 1995 until IVAX was
acquired in January 2006 by Teva Pharmaceutical Industries Ltd.
(NASDAQ: TEVA).  Dr. Hsiao also served as chairman, CEO and
president of IVX Animal Health, IVAX's veterinary products
subsidiary, from 1998 until 2006, and as IVAX's chief regulatory
officer from 1992 to 1995.

Rao Uppaluri, Ph.D.  Dr. Uppaluri has served as senior vice
president and chief financial officer of OPKO since May 2007 and
was a director from Feb. 9, 2007, through March 27, 2007.
Dr. Uppaluri serves on the boards of directors of Ideation
Acquisition Corp., a special purpose acquisition company formed
for the purpose of acquiring businesses in digital media;
Kidville, Inc., an operator of upscale learning and play
facilities for children,; Cardo Medical, Inc., a producer and
distributor of orthopedic and spinal medical devices and Winston
Laboratories, Inc., a developmental pharmaceutical company focused
on pain management.  Dr. Uppaluri previously served as the vice
president, Strategic Planning and Treasurer of IVAX from 1997
until December 2006.  Before joining IVAX, from 1987 to August
1996, Dr. Uppaluri was senior vice president, senior financial
officer and chief investment officer with Intercontinental Bank, a
publicly traded commercial bank in Florida.

Steven D. Rubin. Mr. Rubin has served as OPKO's executive vice
president of administration since May 2007.  Mr. Rubin serves on
the boards of directors of OPKO, SafeStitch Medical, Inc.,
Ideation Acquisition Corp., Modigene, Inc., Kidville, Inc.,
Neovasc, Inc., Cardo Medical, Inc., and Dreams, Inc., a vertically
integrated sports licensing and products company.  Mr. Rubin
previously served as the senior vice president, general counsel
and secretary of IVAX from August 2001 until September 2006.
Prior to joining IVAX, Mr. Rubin was senior vice president,
general counsel and secretary with privately-held Telergy, Inc., a
provider of business telecommunications and diverse optical
network solutions, from early 2000 to August 2001.  In addition,
he was corporate and securities attorney with the Miami law firm
of Stearns Weaver Miller Weissler Alhadeff & Sitterson from 1986
to 2000, where he was a shareholder of the firm since 1991 and a
director since 1998.

                  About Non-Invasive Monitoring

Based in Miami, Florida, Non-Invasive Monitoring Systems Inc.
(OTC BB: NIMU) -- http://www.nims-inc.com/-- is engaged in the
development of innovative medical products utilizing new and
unique technologies to address a wide variety of medical
conditions.  The company specializes in products that use a
natural approach to assist subjects without the use of drugs or
any invasive procedures.  The company's flagship product is the
Acceleration Therapeutics AT-101.

                        Going Concern Doubt

As reported in the Troubled Company Reporter on Nov. 7, 2008,
Eisner LLP, in New York, expressed substantial doubt about Non-
Invasive Monitoring Systems Inc.'s ability to continue as a going
concern after auditing the company's financial statements for the
year ended July 31, 2008, and 2007.  The auditing firm pointed to
the company's recurring net losses, cash outflows from operating
activities and accumulated deficit and substantial purchase
commitments.

The company reported net loss of $1,848,000 for fiscal year ended
July 31, 2008, compared to net loss of $1,372,000 for the same
period in the previous year.


NON-INVASIVE MONITORING: Completes Sale of 491 Preferred Shares
---------------------------------------------------------------
Non-Invasive Monitoring Systems, Inc., completed the sale of an
aggregate of 491 shares of its Series D Preferred Stock at a price
of $1,500 per share, to certain private investors for proceeds of
$736,500 pursuant to Stock Subscription Agreements accepted by the
company on Dec. 1, 2008, and Dec. 2, 2008.

Approximately $282,200 of the $736,500 total proceeds of the
Offering came from application of amounts the company owed under a
Note and Security Agreement dated as of Aug. 28, 2008, as amended,
which matured on Nov. 30, 2008.  There were no underwriting
discounts or commissions paid in respect of the Offering.  The
company has issued Series D Preferred Stock in an offering in
April 2008.

Marvin Sackner, MD, its chief executive officer, director and
beneficial owner (prior to the Offering) of approximately 20% of
its common stock invested $51,000 in the Offering and acquired
34 shares of Series D Preferred Stock.  Dr. Sackner immediately
gifted the acquired shares to family members.

Frost Gamma Investments Trust, beneficial owner (prior to the
Offering) of approximately 19% of its common stock invested
$205,500 in the Offering and acquired 137 shares of Series D
Preferred Stock.

Hsu Gamma Investment L.P., an entity of which its chairman Jane
Hsiao, PhD is general partner, invested $51,000 in the Offering
and acquired 34 shares of Series D Preferred Stock.  Prior to the
Offering, Dr. Hsiao was a beneficial owner of more than 6% of its
common stock.

Frost Gamma Investments Trust and Hsu Gamma Investment L.P. each
paid for their investment from the proceeds of their respective
interests in the Note.  Dr. Sackner paid for his investment with a
combination of personal funds and the proceeds from his interest
in the Note.

A revocable trust of which its director Taffy Gould is trustee and
beneficiary invested $75,000 and acquired 50 shares of Series D
Preferred Stock in the Offering.

Each holder of a share of the Series D Preferred Stock has the
right, at any time, to convert such share of Series D Preferred
Stock into shares of its common stock at an initial rate of 5,000
shares of common stock per share of Series D Preferred Stock.

The company issued the Series D Preferred Stock in reliance upon
the exemption from registration provided by Section 4(2) of the
Securities Act of 1933, as amended and Regulation D promulgated
under the Securities Act of 1933.  The Investors have each
represented to the company that the person was an accredited
investor as defined in Rule 501(a) of the Securities Act of 1933
and that the Series D Preferred Stock was being acquired for
investment purposes.

A full-text copy of the Stock Subscription Agreement is available
for free at http://ResearchArchives.com/t/s?36a0

                  About Non-Invasive Monitoring

Based in Miami, Florida, Non-Invasive Monitoring Systems Inc.
(OTC BB: NIMU) -- http://www.nims-inc.com/-- is engaged in the
development of innovative medical products utilizing new and
unique technologies to address a wide variety of medical
conditions.  The company specializes in products that use a
natural approach to assist subjects without the use of drugs or
any invasive procedures.  The company's flagship product is the
Acceleration Therapeutics AT-101.

                        Going Concern Doubt

As reported in the Troubled Company Reporter on Nov. 7, 2008,
Eisner LLP, in New York, expressed substantial doubt about Non-
Invasive Monitoring Systems Inc.'s ability to continue as a going
concern after auditing the company's financial statements for the
year ended July 31, 2008, and 2007.  The auditing firm pointed to
the company's recurring net losses, cash outflows from operating
activities and accumulated deficit and substantial purchase
commitments.

The company reported net loss of $1,848,000 for fiscal year ended
July 31, 2008, compared to net loss of $1,372,000 for the same
period in the previous year.


NON-INVASIVE MONITORING: Repays $300,000 Due Under Credit Revolver
------------------------------------------------------------------
Non-Invasive Monitoring Systems, Inc., disclosed in a regulatory
filing with the Securities and Exchange Commission that it has
repaid all principal and interest outstanding under a revolving
credit facility as of Nov. 30, 2008, with proceeds from the sale
of Series D Preferred Stock on Dec. 1, 2008.

On Nov. 3, 2008, Non-Invasive Monitoring amended a Note and
Security Agreement dated as of Aug. 28, 2008, with four persons,
pursuant to which the Lenders granted a revolving credit line in
the aggregate amount of $300,000, by extending the maturity date
thereof from Oct. 31, 2008, to Nov. 30, 2008.  About $300,000 of
principal plus accrued interest is outstanding under the
Agreement.

The Lenders under the Agreement include Marvin Sackner, M.D. (lent
$25,000), the company's chief executive officer, director and
beneficial owner of approximately 20% of our common stock; Frost
Gamma Investments Trust (lent $200,000), a beneficial owner of
approximately 19% of its common stock; Hsu Gamma Investment LP, an
entity of which its chairman Jane Hsiao is managing partner (lent
$50,000), and another lender.

A full-text copy of the amendment to the Agreement is available
for free at http://ResearchArchives.com/t/s?369e

                  About Non-Invasive Monitoring

Based in Miami, Florida, Non-Invasive Monitoring Systems Inc.
(OTC BB: NIMU) -- http://www.nims-inc.com/-- is engaged in the
development of innovative medical products utilizing new and
unique technologies to address a wide variety of medical
conditions.  The company specializes in products that use a
natural approach to assist subjects without the use of drugs or
any invasive procedures.  The company's flagship product is the
Acceleration Therapeutics AT-101.

                        Going Concern Doubt

As reported in the Troubled Company Reporter on Nov. 7, 2008,
Eisner LLP, in New York, expressed substantial doubt about Non-
Invasive Monitoring Systems Inc.'s ability to continue as a going
concern after auditing the company's financial statements for the
year ended July 31, 2008, and 2007.  The auditing firm pointed to
the company's recurring net losses, cash outflows from operating
activities and accumulated deficit and substantial purchase
commitments.

The company reported net loss of $1,848,000 for fiscal year ended
July 31, 2008, compared to net loss of $1,372,000 for the same
period in the previous year.


NORTH AMERICAN TECH: Refinances $2MM in Promissory Notes
--------------------------------------------------------
North American Technologies Group, Inc., finalized a re-financing
of its $2,000,000 by amending each of a series of promissory notes
aggregating $2,000,000 all of which were originally dated March 7,
2007 and held by some of the company's major shareholders.

In connection with the refinancing, the company paid on Oct. 31,
2008, the accumulated interest of $247,498.13 that had accrued
from the inception of the bridge loan through Oct. 31, 2008.  The
principal balance of the amended bridge loan will now be due on
Oct. 31, 2009.  Interest, at the rate of 7% per annum, will be
payable quarterly in cash, beginning Jan. 31, 2009, and continuing
through Oct. 31, 2009.

North American Technologies Group Inc. (OTC BB: NATK) --
http://www.natk.com/-- is principally engaged in the
manufacturing and marketing of engineered composite railroad
crossties through its 100% owned subsidiary TieTek LLC.  The
company's composite railroad crosstie is a direct substitute for
wood crossties, but with a longer expected life and with several
environmental advantages.

As reported in the Troubled Company Reporter on Sept. 11, 2008,
North American Technologies Group Inc.'s consolidated balance
sheet at June 29, 2008, showed $19,360,095 in total assets and
$24,479,280 in total liabilities, resulting in a $5,119,185
stockholders' deficit.


NORTHEAST BIOFUELS: S&P Junks Rating on $140 Mil. Senior Loans
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on Northeast
Biofuels LLC's $140 million senior secured term loan to 'C' from
'B-'.  At the same time, Standard & Poor's placed the rating on
CreditWatch with negative implications, and revised the recovery
rating to '6' from '3', indicating S&P's expectation for a
negligible (0-10%) recovery in the event of default.

The downgrade is due to severe start-up problems that have delayed
operations indefinitely, and reflect the need for more capital to
correct what management believes are material design problems that
have been identified during the testing phase of the facility.
Furthermore, the plant's inability to generate cash and its
limited liquidity sources create a significant risk of a payment
default in January.

NEB is building a 100 million gallon per year dry-mill ethanol
facility in Fulton, New York.  Substantial completion of the
facility was originally scheduled for Jan. 31, 2008.  Construction
problems have delayed the completion date by a year.  In November
2008, NEB made a third attempt to start up its ethanol facility
after extensive consultations with its EPC contractor Lurgi that
were needed to address previously identified operating issues.
NEB reports that the start-up attempt resulted in a catastrophic
failure and caused damage to the plant.  In addition, the
operational profile of the facility suggests that additional
investment in environmental treatment facilities will be needed to
address the high proportion of waste products generated by the
plant.  NEB has engaged three independent engineers to diagnose
the failure, and initial findings reportedly indicate that
significant design flaws may prevent the plant from achieving
basic operating specifications including ethanol yield rates and
zero environmental discharge targets.

S&P expects any future plan to complete the plant and commence
commercial operations will require significant time and capital to
repair the existing damage and correct the plant's design flaws.
NEB has been operating under a covenant waiver that it's
negotiating to extend until the first week of January.  On
Jan. 12, the project must make a $3.5 million debt service
payment.  At current liquidity levels, management indicates that
there will be insufficient funds to cover the payment.

The CreditWatch with negative implications indicates S&P's
expectation of a payment default in January 2009.  If the project
is able to secure additional funding and avoid a payment default,
it will still require relief from covenant requirements to avoid a
technical default.  Any path to commercial operations would likely
include higher leverage, additional interest costs resulting from
concessions to lenders, and a decrease in the period of operations
prior to debt maturity, which raises ongoing debt service payments
and refinancing risk at maturity.


NORTHLAKE FOODS: Waffle House Wants to Buy 121 Restaurants
----------------------------------------------------------
Michael Sasso at Tampa Bay Online reports that Waffle House Inc.
has offered to purchase Northlake Foods Inc.'s 121 restaurants.

Tampa Bay Online states that Waffle House General Counsel Jon
Waller said that the company will create a new subsidiary called
East Coast Waffles to run the restaurants, and Waffle House would
offer jobs to Northlake Foods' restaurant employees.

According to Tampa Bay Online, Northlake Foods filed for Chapter
11 protection partly to hold off Waffle House, which was
threatening to terminate Northlake Foods' right to run Waffle
House restaurants because it had failed to pay royalties.

Tampa Bay Online relates that Northlake Foods has closed a number
of its restaurants in recent months.  It used to have about 146
Waffle House restaurants in the South, including 90 restaurants in
Florida, says the report.

Waffle House's proposal is subject to approval by the U.S.
Bankruptcy Court for the Middle District of Florida, Tampa Bay
Online reports.

Tampa, Florida-based Northlake Foods, Inc., operates a restaurant
chain.  The company filed for Chapter 11 relief on Sept. 15, 2008
(Bankr. M. D. Fla. Case No. 08-14131).  Lori V. Vaughan, Esq.,
Roberta A. Colton, Esq., and Stephanie C. Lieb, Esq., at Trenam,
Kemker, Scharf, Barkin, Frye, O'Neill & Millis, P.A., represent
the Debtor as counsel.  In its schedules, it listed total assets
of $8,449,885 and total debts of $9,370,829.


NPS PHARMACEUTICALS: Appoints Roger J. Garceau as SVP and CMO
-------------------------------------------------------------
NPS Pharmaceuticals, Inc., appointed Roger J. Garceau M.D., FAAP,
as senior vice president, research and development and chief
medical officer, effective Dec. 11, 2008.  Dr. Garceau joins NPS
from Sanofi-aventis, where he served in a number of senior
leadership positions and brings over 20 years of broad
pharmaceutical industry experience to his position.  Dr. Garceau
replaces Alan G. Harris, M.D., Ph.D., who is leaving NPS for
personal reasons, but remains as a scientific advisor to the
company.

"[Dr. Garceau] brings great experience in clinical development,
medical affairs and new product marketing that will be invaluable
as we advance our late-stage development programs, GATTEX and
NPSP558," said Francois Nader, M.D., president and chief executive
officer of NPS.  "I have also known [Dr. Garceau] professionally
for many years and have full confidence in his ability to lead our
R&D team and achieve our clinical development milestones.  I would
like to thank [Mr.] Harris for his contributions to NPS and his
valuable leadership in the design and ultimate launch of two
registration studies.  We wish him well in his future endeavors."

Dr. Garceau joined Sanofi-aventis in 2002 and most recently served
as vice president of the new products group.  Prior to his recent
position, Dr. Garceau held various positions including vice
president clinical operations, interim head of North American
medical and regulatory affairs, and head of U.S. medical research,
where he lead a team of over 200 professionals and oversaw the
design and execution of over 50 sponsored studies in five
different therapeutic areas.  Prior to his tenure at Sanofi-
aventis, Dr. Garceau spent 16 years with Pharmacia Corporation in
global development and medical affairs where he successfully
contributed to a number of marketing applications.

Dr. Garceau is a board-certified pediatrician.  He received a
bachelor of science in biology from Fairfield University in
Fairfield, Connecticut and his doctorate of medicine from the
University of Massachusetts Medical School.  He is a Fellow of the
American Academy of Pediatrics.

                   About NPS Pharmaceuticals Inc.

Based in Bedminster, New Jersey, NPS Pharmaceuticals Inc. (Nasdaq:
NPSP) -- http://www.npsp.com/-- is developing specialty
therapeutics company for gastrointestinal and endocrine disorders
with high unmet medical need.  The company is currently advancing
two late-stage programs.  Teduglutide, a proprietary analog of
GLP-2, is in Phase 3 clinical development for intestinal failure
associated with short bowel syndrome as GATTEX(TM) and in
preclinical development for gastrointestinal mucositis and
necrotizing enterocolitis.

At Sept. 30, 2008, the company's balance sheet showed total assets
of $201.9 million, total liabilities of $409.8 million, resulting
in a stockholders' deficit of about $207.9 million.

For three months ended Sept. 30, 2008, the company reported net
loss of $11.3 million compared with net loss of $14.0 million for
the same period in the previous year.

For nine months ended Sept. 30, the company posted net loss of
$23.2 million compared with net loss of $21.8 million for the same
period in the previous year.

The company will need to raise substantial additional funds to
support its product development and commercialization programs.
The company considers various fund raising alternatives,
including, for example, partnering of existing programs,
monetizing of potential revenue streams, debt or equity financing
and merger and acquisition alternatives.  The company may also
seek additional funding through strategic alliances,
collaborations, or license agreements and other financing
mechanisms.  There can be no assurance that additional financing
will be available on acceptable terms, if at all.  If adequate
funds are not available, the company may be required to delay,
reduce the scope of, or eliminate one or more of its research and
development programs, or to obtain funds through arrangements with
licensees or others that may require it to relinquish rights to
certain of its technologies or product candidates that it may
otherwise seek to develop or commercialize on its own.


OFFICEMAX INC: Dividend Suspension Won't Affect S&P's 'BB-' Rating
------------------------------------------------------------------
Standard & Poor's Ratings Services said that its ratings on
Itasca, Illinois-based OfficeMax Inc. (BB-/Negative/--) are
unaffected by the company's announcement that effective
immediately it will indefinitely suspend its quarterly dividend.

The company has indicated that the suspension would result in
annual savings of approximately $45 million.  S&P considers the
decision to suspend the dividend to be prudent given extremely
challenging market conditions, as S&P continues to expect that
deteriorating macroeconomic conditions and the continued slowdown
in consumer and corporate spending will pressure operating
performance within the company's retail and contract segments
through the fourth quarter of 2008 and into fiscal 2009.


OVERSEAS SHIPHOLDING: Moody's Affirms 'Ba1' Corp. Family Rating
---------------------------------------------------------------
Moody's Investors Service affirmed the Ba1 corporate family,
probability of default and senior unsecured debt ratings of
Overseas Shipholding Group and changed the outlook to negative.

"The negative outlook reflects Moody's belief that OSG is likely
to sustain leverage at higher than current levels as 2009
unfolds," said Moody's analyst, Jonathan Root. OPEC production
cuts now approach four million barrels per day.  "Moody's believes
this will likely reduce the number of VLCC cargoes by more than
the market had anticipated, increasing downwards pressure on spot
freight rates, potentially into 2010," continued Root.  The lower
cash flow from vessel operations of OSG's crude fleet that such a
rate environment would produce in 2009 would likely reduce the
scale of any planned debt reduction, and sustain the weak credit
metrics for the Ba1 rating level.  The negative outlook considers
that OSG's fleet diversification strategy, including expansion
into long-term contracted business such as its LNG operations and
the Jones Act charter market, involve lower operating risks.
However, these activities also provide lower financial returns,
and when considered in relation to the increased leverage employed
to fund the diversification, could preclude near term improvement
of financial metrics.

The affirmation of the Ba1 rating reflects OSG's leading position
in the crude segment of the tanker market and the potential of
that segment to generate substantial operating cash flow over
market cycles.  However, the application of free cash flow,
broadly defined to include the net proceeds of sale and purchase
activities, to debt reduction, is increasingly necessary to help
prevent even higher leverage as earnings potentially decline and
investment opportunities potentially accelerate in 2009.  Moody's
expects that OSG will suspend share purchases until credit and
financial market conditions stabilize.  The affirmation also
reflects OSG's very good liquidity position, which is supported by
the structuring of vessel sales which will produce proceeds
sufficient to fund all of its 2009 new-build commitments.

The rating considers OSG's leading market position as an operator
of one of the world's largest tanker fleets and the benefits of
the significant earnings potential of its crude carriers that
constitute about half of its total fleet.  The ratings consider
the highly cyclical nature of the shipping sector and have
accommodated higher leverage and weaker interest coverage relative
to the median values of these metrics for the Ba1 rating category,
during trough periods in tanker rates.  OSG's fleet growth, which
it has increasingly financed with in-charters of vessels also
pressures the leverage and coverage metrics.  The trading of a
majority of its spot rate vessels in pools helps to mitigate what
could be potentially weaker than reported results during periods
of depressed freight rates.

The ratings could be downgraded if OSG sustains Debt to EBITDA
above 4.0 times or if it does not sustain EBIT to Interest above
3.0 times.  Further increases in debt, either from share
purchases, acquisitions or additional charters-in could also
result in a downgrade as could the realization of a protracted
freight rate recession.  The outlook could be returned to stable
if Debt to EBITDA was sustained below 3.5 times and EBIT to
Interest was sustained above 3.0 times through the cycle's trough.
Positive Free Cash Flow to Debt, exclusive of sale and purchase
activities that is sustained above five percent could also lead to
a stable outlook.

The last rating action was on August 7, 2006 when Moody's affirmed
the Ba1 ratings and changed the ratings outlook to stable from
negative.

Outlook Actions:

Issuer: Overseas Shipholding Group, Inc.

  -- Outlook, Changed To Negative From Stable

Overseas Shipholding Group, Inc., headquartered in New York City,
is one of the largest publicly traded tanker companies in the
world, engaged primarily in the ocean transportation of crude oil
and petroleum products.


PARENT COMPANY: Ernst & Young Raises Going Concern Doubt
--------------------------------------------------------
Ernts & Young LLP in Denver, Colorado, expressed substantial doubt
about The Parent Company's ability to continue as a going concern
after the firm audited the company's financial statements for the
period ended Feb. 2, 2008, citing the company's inability to
secure additional financing to fund the liquidity needs of its
operations.

The company's consolidated balance sheet at Feb. 2, 2008,
showed $97.0 million in total assets and $21.1 million in total
liabilities resulting in a $75.7 million in stockholders' equity

The company reported $19.0 million in net loss on net sales of
$106.4 million for the fiscal year ended Feb. 2, 2008, compared to
$20.8 million in net loss on net sales of $116.5 million for the
same period a year ago.

A full-text copy of the company's regulatory filing is available
for free at http://ResearchArchives.com/t/s?3694

Headquartered in Denver, Colo., The Parent Company is a commerce,
content and new media company that through its Web sites,
eToys.com and KBtoys.com (which it operates under a licensing
agreement with KB Holdings, LLC), is an online retailer of toys,
baby products, video games, electronics, party goods, movies and
videos.


PEP BOYS-MANNY: S&P Keeps B- Corp. Credit Rating; Outlook Negative
------------------------------------------------------------------
Standard & Poor's Ratings Services said it revised its outlook on
Philadelphia-based Pep Boys-Manny, Moe & Jack to negative from
stable.  At the same time, S&P affirmed the company's 'B-'
corporate credit, 'B+' senior secured bank loan, and 'B-'
senior subordinated note ratings.  The recovery rating on the bank
loan remains '1', indicating S&P's expectation for very high (90%-
100%) recovery in the event of a payment default.  The recovery
rating on the subordinated notes remains '3', indicating S&P's
expectation for meaningful (50%-70%) recovery in the event of a
payment default.  As of Nov. 1, 2008, Pep Boys had approximately
$332.6 million of debt outstanding.

"The outlook revision," said Standard & Poor's credit analyst
Jerry Phelan, "reflects the company's poor operating performance,
deteriorating credit measures, continued underperformance relative
to peers, and vehicle service expansion plans that will likely
further strain cash flow and liquidity during challenging economic
conditions."


PERFORMING BRANDS: Files Chapter 7 After Bank Account Foreclosure
-----------------------------------------------------------------
Performing Brands, Inc., fka Boo Koo Holdings, filed for Chapter 7
protection with the U.S. Bankruptcy Court in the Northern District
of Texas on December 19, 2008 (Case No. 08-36541).

In a regulatory filing with the Securities and Exchange
Commission, Performing Brands said that on December 18, 2008, its
Board of Directors resolved that it is in the best interests of
the company to file a petition under Chapter 7.  The company's
senior creditor took possession of the company's bank accounts on
December 18, which foreclosed the company's ability to continue
operations.  The company ceased to do business after the Chapter 7
filing.  The bankruptcy trustee has yet to be appointed in the
case.

Pursuant to a notice the company received from the OTC Bulletin
Board on November 24, 2008, the company was required to file its
quarterly report on Form 10-Q by the close of business on
December 18, 2008, for the  company's common stock to remain
eligible to be quoted on the OTCBB.  The company did not file its
quarterly report on Form 10-Q by the close of business on
December 18.  Accordingly, the company's common stock was removed
from quotation on the OTCBB effective at the close of business
that day.

Performing Brands, Inc., fka Boo Koo Holdings, develops, produces,
markets and distributes alternative beverage category energy
drinks under the Boo Koo(R) brand name.  The company currently
sells and distributes its products throughout parts of the United
States and Canada through its network of regional bottlers and
other direct store delivery distributors, including independent
Coca-Cola, Cadbury Schweppes, beer and other wholesale
distributors. Boo Koo(R) products are sold primarily to mainstream
convenience and grocery store chains, drug stores, gas stations
and other mainstream and discount consumer stores.  The company
also produces Gazzu(R) brand energy drinks exclusively for
Circle K.

Bankruptcy Data reports that the Debtor is represented by Julia A.
Linares, Esq., at The Linares Law Firm.

The company had net losses of $6.0 million, $11.1 million and $6.9
million for the six months ended June 30, 2008, and the years
ended December 31, 2007 and 2006, respectively, negative cash flow
from operating activities of $4.5 million, $3.8 million and $7.3
million for the six months ended June 30, 2008, and the years
ended December 31, 2007 and 2006, respectively, and an accumulated
deficit of approximately $28.7 million as of June 30, 2008.  In
its financial report for the quarter ended June 30, 2008, the
company said it expected to incur additional operating losses, as
well as negative cash flows from operations, for the foreseeable
future, as it continues to expand its marketing and distribution
efforts with respect to its products and to continue its
development and distribution of additional products.  These
factors, the company said, raise substantial doubt about its
ability to continue as a going concern.


PRECISION PARTS: Organizational Meeting to Form Panel on Dec. 23
----------------------------------------------------------------
Roberta A. DeAngelis, the Acting United States Trustee for
Region 3, will hold an organizational meeting on December 23,
2008, at 11:00 a.m. in the bankruptcy cases of Precision Parts
International Services Corp., PPI Holdings Inc and their
affiliates.  The meeting will be held at J. Caleb Boggs Federal
Building, 844 King Street, Room 5209, in Wilmington, Delaware.

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

To increase participation in the Chapter 11 proceeding, Section
1102 of the Bankruptcy Code requires that the United States
Trustee appoint a committee of unsecured creditors as soon as
practicable.  The Committee ordinarily consists of the persons,
willing to serve, that hold the seven largest unsecured claims
against the debtor of the kinds represented on the committee.
Section 1103 of the Bankruptcy Code provides that the Committee
may consult with the debtor, investigate the debtor and its
business operations and participate in the formulation of a plan
of reorganization.  The Committee may also perform other services
as are in the interests of the unsecured creditors whom it
represents.

Headquartered in Rochester Hills, Michigan, Precision Parts
International Services Corp. -- http://www.precisionparts.com--
sells products to major north American automotive and non-
automotive original equipment manufacturers and Tier 1 and 2
suppliers.  The Debtors operate six manufacturing facilities
throughout north America, including a facility in Mexico operated
on the Debtors' behalf by Intermex Manufactura de Chihuahua under
a shelter and logistics agreement.

The Debtors' operations consist of two distinct lines of business:
MPI, which performs fineblanking work and conventional metal
stamping, as well as a range of value-added finishing operations,
and Skill which performs conventional metal stamping, as well as a
range of assembly and value-added finishing operations.

Four of the Debtors are holding companies that have no employees
and are not involved in the Debtors' day-to-day operations: PPI
Holdings, Inc.; PPI Sub-Holdings, Inc.; MPI International
Holdings, Inc.; and Skill Tool & Die Holdings Corp.
Bankruptcy Case No.: 08-13291

The company and eight of its affiliates filed for Chapter 11
protection on Dec. 12, 2008 (Bankr. D. Del. Lead Case No.
08-13291).  David M. Fournier, Esq., at Pepper Hamilton LLP,
represents the Debtors in their restructuring efforts.  The
Debtors proposed Alvarez & Marsal North America LLC as financial
advisor and Kurtzman Carson Consultants LLC as notice, claims and
balloting agent.  When the Debtors filed for protection from their
creditors, they listed assets between $100 million to $500 million
each.

According to Bloomberg News, the company is at least the 10th
auto-parts maker sought Chapter 11 protection from its creditors
this year.


PONTIAC OSTEOPATHIC: Moody's Withdraws 'Ba1' Rating on 1994 Bonds
-----------------------------------------------------------------
Moody's Investors Service has withdrawn the Ba1 rating assigned to
Pontiac Osteopathic Hospital's Series 1994 bonds.  The bonds were
issued by the Michigan State Hospital Finance Authority.  In
October of 2007, A1-rated McLaren Health System became the sole
corporate member of POH.  On August 6, 2008, McLaren Health System
issued $223.4 million of Series 2008A bonds through the Michigan
State Hospital Finance Authority.  Part of the proceeds from the
sale was escrowed in an amount sufficient to redeem the
outstanding Series 1994 POH bonds.  The outstanding bonds were
fully redeemed on September 8, 2008 at a redemption price of 100%
of the par amount.  POH has no other publicly rated debt
outstanding.

The last rating action with respect to Pontiac Osteopathic
Hospital was on November 16, 2007 when the Ba1 rating was affirmed
and the outlook was revised to positive from negative.


PRODUCTION RESOURCE: Moody's Lowers Corp. Family Rating to 'B2'
---------------------------------------------------------------
Moody's Investors Service downgraded to B2 from B1 the Corporate
Family Rating, Probability of Default Rating, and senior secured
credit facility rating of Production Resource Group, L.L.C.
Concurrently, the outlook was changed to negative from stable.

Soft demand and competitive pricing pressures across several end
markets have depressed PRG's margins and cash flow generation,
which has led to increased reliance on the revolver and tightening
cushion on the maximum financial leverage covenant.  Consequently,
PRG's liquidity profile has weakened and key credit metrics are
considerably below previous expectations.

The B2 CFR is supported by PRG's leading market share in lighting
services for live events, the diversity of its customer base and
end markets, and recent equity contributions made by the company's
owners to fund bolt-on acquisitions.  The ratings are constrained
by high leverage, a weak liquidity profile and the vulnerability
of the business to a protracted downturn.  To offset potential
shortfalls in revenue and EBITDA, management has recently
implemented significant cost-cutting initiatives and, accordingly,
Moody's expects free cash flow to turn modestly positive in 2009.

Nonetheless, the negative outlook reflects Moody's concern that
current macroeconomic conditions could linger and lead to a
shortfall in operating results, as compared to revised
expectations, and additional deterioration in liquidity.  The
negative outlook also incorporates the company's limited headroom
on the maximum leverage covenant, which steps down from 5.5 times
to 5.25 times at December 31, 2008.

These ratings (assessments) were downgraded:

  -- $322 million senior secured term loan due 2014, to B2 (LGD3,
     48%) from B1 (LGD3, 48%)

  -- $75 million senior secured revolver due 2013, to B2 (LGD3,
     48%) from B1 (LGD3, 48%)

  -- Corporate Family Rating, to B2 from B1

  -- Probability of Default Rating, to B2 from B1

The previous rating action on PRG occurred on July 19, 2007 when
Moody's assigned an initial CFR of B1.

Production Resource Group, L.L.C. is a leading provider of
provider of entertainment technology solutions such as lighting,
audio, video, scenery, and automation systems.  The company
primarily serves the theatrical, concert touring, television and
film, automotive, retail and corporate end markets.  For the
twelve month period ended September 30, 2008, PRG reported
revenues of approximately $350 million.


R&B CONSTRUCTION: Files Chapter 11 Plan and Disclosure Statement
----------------------------------------------------------------
Bill Rochelle of Bloomberg News reports that R&B Construction,
Inc., and debtor-affiliate Joy Built-Homes, Inc., submitted to the
U.S. Bankruptcy Court for the Northern District of Georgia a 200-
page proposed plan of reorganization.

The report notes that R&B Construction kept its exclusive rights
to file and solict acceptances of its plan by filing a plan on the
Dec. 15 deadline.

According to Mr. Rochelle, the Plan provides for these terms:

   -- secured creditors are grouped in almost 200 different
      classes.

   -- unsecured creditors could receive as much as 20% by
      splitting up $1.2 million from the sale of the next 400
      homes.

   -- secured creditors are also to be paid from sales.

    -- Secured claims of $98 million at the outset of Chapter 11

R&B has asked the Bankruptcy Court to allow it to delay by a week
its deadline to file the requisite disclosure statement explaining
the Plan.

According to Mr. Rochelle, the company sold 130 homes and 50 lots
since the bankruptcy began in early February, originally having an
inventory of 374 completed homes, 53 homes under construction, and
1,200 of what it called "fully developed" lots.  Secured claims
have been reduced to $56.4 million, mostly through giving property
to the lenders and $9.5 million from sales.

                      About R&B Construction

Based in Jonesboro, Georgia, R&B Construction Inc. is a
homebuilder in Metro Atlanta, Alabama, and North West Florida.
The Debtor and a debtor-affiliate, Joy Built Homes Inc., filed
for chapter 11 protection on Feb. 4, 2008 (Bankr. N.D. Ga. Lead
Case No. 08-62023).  James L. Paul, Esq., at Chamberlain,
Hrdlicka, White, Williams & Martin, represents the Debtors in
their restructuring efforts.  When the Debtors filed for
protection from their creditors, they listed assets and debts of
between $100 million and $500 million.


RADIAN GROUP: Cuts Rating to 'BB' From 'BB+'
--------------------------------------------
Standard & Poor's Ratings Services released a corrected version of
a media release published earlier that had an inaccurate title.

S&P said that it lowered its counterparty credit and insurer
financial strength ratings on Genworth Mortgage Insurance Corp. to
'A+' from 'AA-', Mortgage Guaranty Insurance Corp. to 'A-' from
'A' and Republic Mortgage Insurance Co. to 'A' from 'A+'.  In
addition, Standard & Poor's has downgraded some affiliates of
these operating companies.

At the same time, Standard & Poor's lowered its ratings on several
mortgage insurers' holding companies, including MGIC Investment
Corp. to 'BB+' from 'BBB', Radian Group Inc. to 'BB' from 'BB+',
and Old Republic International Corp. to 'BBB+' from 'A-'.

Standard & Poor's also lowered its financial strength rating on
Genworth Financial Mortgage Insurance Ltd., an affiliate of GMICO
that provides mortgage insurance in Europe, to 'A' from 'AA-'.
Finally, S&P lowered the financial strength ratings on ORI's title
insurance subsidiaries to 'A' from 'A+'.

"These downgrades resulted from a sector-wide reassessment of
mortgage insurers' loss costs," said Standard & Poor's credit
analyst James Brender.  "Our assumptions for key macroeconomic
variables have changed since S&P's sector-wide review of mortgage
insurers in August, and S&P now believes unemployment will be
greater than 8% in mid 2009, and S&P's peak-to-trough decline in
home prices as measured by the S&P Case Shiller index is 30%."
The deterioration in macroeconomic variables will be partially
mitigated by reinsurance and rescissions.  The changes in S&P's
macroeconomic forecast had the most significant impact on S&P's
loss cost assumptions for claims on prime mortgages because S&P
already had a very high level of for claims from subprime and Alt-
A mortgages.

Standard & Poor's applied additional notching to MGIC Investment
and Radian Group.  The additional notch reflects the strain that
the disruption in the financial markets has placed on these firms'
financial flexibility.  If MGIC and Radian return to
profitability, Standard & Poor's would likely narrow the notching
between the holding companies and the subsidiaries back to the
standard three notches.

This review included PMI Mortgage Insurance Co. and Radian
Guaranty Inc.  However, Standard & Poor's concluded that the
increase in S&P's loss cost estimates for those companies was not
large enough to necessitate a downgrade.  United Guaranty
Residential Insurance Co., CMG Mortgage Insurance Co., and
California Home Loan Insurance Fund were not part of the review.

The ratings on most mortgage insurers and their holding companies
remain on CreditWatch with negative implications.  When Standard &
Poor's placed five U.S. mortgage insurers on CreditWatch on
Dec. 5, 2008, S&P said the resolution of the CreditWatches would
occur in two phases.  Standard & Poor's expects to resolve all of
the CreditWatches in March, and the resolutions could include
downgrades of more than one notch.  RMIC is the only major U.S.
mortgage insurer not on CreditWatch.  This distinction is due
to the strength of ORI and its P/C operations, and their ability
to support RMIC.

The March review will be more comprehensive than the review. In
addition to again re-assessing loss costs based on S&P's latest
assumptions for macroeconomic conditions, Standard & Poor's will
estimate the effectiveness of recent efforts to stabilize the
mortgage and housing markets, such as massive loan modification
programs, interest rate cuts and the Troubled Asset Relief
Program.  S&P will try to determine whether the uptick in the
unemployment rate has translated into additional delinquencies.
S&P will evaluate the credit quality of new business written by
mortgage insurers and the firms' adherence to more stringent
underwriting guidelines and more conservative risk tolerances.
Finally, Standard & Poor's will review mortgage insurers'
capitalization and their holding companies' liquidity.


REAL ESTATE EXCHANGE: Files for Chapter 11 Protection in Atlanta
----------------------------------------------------------------
Real Estate Exchange Services Inc. has filed for Chapter 11
protection in the U.S. Bankruptcy Court for the Northern District
of Georgia in Atlanta.

"Another company in the business of helping defer payment of
capital gains taxes on the sale of real estate is in Chapter 11,"
notes Bloomberg's Bill Rochelle.  The company, according to Mr.
Rochelle, would hold sale proceeds until the seller could purchase
a similar property, and in the process take advantage of the
taxdeferral provisions in Section 1031 of the IRS Code.

According to Mr. Rochelle, REES, which has been in business 18
years, did not explain why it filed for Chapter 11.  Other
companies from the 1031 exchange services business already in
Chapter 11 are 1031 Tax Group LLC, and LandAmerica 1031 Exchange
Services Inc., a subsidiary of title insurance holding company
LandAmerica Financial Group Inc.

Peralte C. Paul at The Atlanta Journal-Constitution says the
company was not able to meet withdrawal requests.  The Journal-
Constitution relates that Real Estate President Ron Raitz said
that the company was affected by the "liquidity crunch."  Court
documents say that Real Estate listed assets of $10 million to $50
million and debts of $10 million to $50 million.  The Journal-
Constitution relates that the top 20 unsecured creditors -- which
Real Estate owed more than $14.4 million -- are mostly in Georgia,
while others are in Florida and New York.

According to The Journal-Constitution, Mr. Raitz said that as the
stock market dropped in the last few months, clients started
calling to redeem their monies, but he couldn't honor those
requests as most of the funds were "invested in an illiquid
municipal bond auction rate security that was purchased through
Lehman Bros."  The report quoted Mr. Raitz as saying, "The bond
continues to be a solid investment and is backed by Chattanooga-
Hamilton Hospital Authority and continues to pay interest.  The
problem is not a loss of principal but a problem with liquidity.
Unfortunately, because of the meltdown in the credit markets and
the Lehman Bros. bankruptcy filing, there is no current market for
this security.  They seemed as good or better than money market
funds.  This was a $330 billion market.  All the due diligence we
did made us feel very comfortable."

The Journal-Constitution states that Mr. Raitz said the company
sought several alternatives, including a sale of the business to a
national competitor, raising more private investment capital, or
selling the bond at a discount.  Those efforts failed, the report
says.

                     About Real Estate Exchange

Real Estate Exchange Services, Inc. filed for Chapter 11
protection on December 17, 2008 (Bankr. N.D. Ga., Case No.
08-85871).  Its counsel is Herbert C. Broadfoot, II, Esq., in
Atlanta, Georgia.  Its assets and debts are estimated to be
$10,000,000 to $50,000,000.

Real Estate Exchange Services is a seven-employee business
headquartered in Marietta, Georgia.  Ron Raitz founded the company
15 years ago.


REALOGY CORP: Moody's Cuts Corporate Family Rating to 'Caa3'
------------------------------------------------------------
Moody's lowered the Corporate Family Rating of Realogy Corporation
to Caa3 from Caa2 following the withdrawal of its offer to
exchange new second lien term loans to holders of its senior
unsecured cash pay, unsecured toggle and subordinated notes at a
significant haircut.  The offer was withdrawn following a court
ruling that the incurrence of the new second lien notes would
constitute a breach of the Senior Toggle Notes Indenture.  Moody's
also lowered the senior secured credit facility to Caa1 from B3
and affirmed the SGL-4 speculative grade liquidity rating.  The
rating outlook remains negative.

Moody's Senior Credit Officer Lenny Ajzenman stated that "the
lower CFR and senior secured rating reflect Moody's view that
there is a significant risk of a default or balance sheet
restructuring over the medium term.  Realogy has weak credit
metrics with leverage of over 13 times for the twelve months ended
September 30, 2008."

The Caa3 CFR and negative outlook anticipate further earnings
pressure over the next few quarters from weak residential homesale
volumes and price declines.  The SGL-4 rating reflects a weak
liquidity profile over the next year with negative free cash flow
and modest, if any, headroom under financial covenants.  Realogy's
ability to meet covenant requirements will be dependent, in part,
on its ability to implement further cost savings and business
optimization initiatives.

Moody's raised the Probability of Default Rating to Caa3 from Ca
and the senior unsecured cash pay, unsecured toggle and
subordinated notes to Ca from C.  The raised ratings reflect the
lower likelihood of a near term default on these debt instruments
after the withdrawal of the exchange offer.

Moody's lowered these ratings:

  -- $750 million senior secured revolving credit facility due
     2013, to Caa1 (LGD 2, 22%) from B3 (LGD 2, 25%)

  -- $3.17 billion senior secured term loan due 2013, to Caa1 (LGD
     2, 22%) from B3 (LGD 2, 25%)

  -- $518 million senior secured synthetic letter of credit
     facility, to Caa1 (LGD 2, 22%) from B3 (LGD 2, 25%)

  -- Corporate family rating, to Caa3 from Caa2

Moody's raised these ratings:

  -- $1.7 billion senior unsecured cash pay notes due 2014, to Ca
     (LGD 5, 73%) from C (LGD 5, 73%)

  -- $550 million senior unsecured toggle notes due 2014, to Ca
     (LGD 5, 73%) from C (LGD 5, 73%)

  -- $875 million senior subordinated notes due 2015, to Ca (LGD
     6, 93%) from C (LGD 6, 93%)

  -- Probability of Default rating, to Caa3 from Ca

Moody's affirmed these ratings:

  -- Affirmed Speculative grade liquidity, SGL-4

The last rating action on Realogy was on November 17, 2008 at
which time Moody's lowered the credit and liquidity ratings of
Realogy following its announcement of the proposed Exchange
Transaction.  Moody's lowered the Corporate Family Rating to Caa2
from Caa1, the Probability of Default Rating to Ca from Caa1, the
speculative grade liquidity rating to SGL-4 from SGL-3 and changed
the outlook to negative from stable.

Realogy Corporation is one of the largest real estate service
companies in the United States with reported revenues of about
$5 billion for the twelve months ended September 30, 2008.


REALOGY CORP: S&P Affirms Corporate Credit Rating at 'CC'
---------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'CC' corporate
credit rating on Realogy Corp.  This rating, along with all issue-
level ratings on the company, was removed from CreditWatch, where
it was placed with negative implications Nov. 14, 2008.  The
rating outlook is negative.

At the same time, S&P lowered its issue-level rating on the
company's first-lien senior secured credit facility to 'CCC-' from
'CCC+' to bring it one notch higher than the corporate credit
rating, in line with S&P's notching criteria for a '2' recovery
rating.  The '2' recovery rating indicates S&P's expectation of
substantial (70% to 90%) recovery for lenders in the event of a
payment default.  The ratings on Realogy's other debt issues were
all affirmed at their current levels.

These actions follow Realogy's announcement that it is terminating
its offer to exchange up to $500 million of new second-lien
incremental term loans for a portion of each series of the
company's existing notes, and that existing notes previously
delivered for exchange will be returned to holders.  Realogy's
termination of the exchange offer follows the Court of Chancery of
the State of Delaware's action on Dec. 18, 2008, granting
plaintiff's motion for partial summary judgment with respect to a
complaint brought by holders and the trustee of the company's
senior toggle notes that the exchange was a breach of the notes
indenture.

"The 'CC' corporate credit rating reflects our previously stated
view that Realogy's ability to service its current capital
structure over the intermediate term will be challenged, and that
it will need to adopt a financial strategy of recapitalization in
some form," said Standard & Poor's credit analyst Emile Courtney.

Realogy also announced, in conjunction with the termination of the
exchange offer, that it anticipates exploring other opportunities
to reduce its outstanding debt.  S&P expects credit measures to
worsen over the intermediate term from levels at September 2008:
Total leverage (including securitization indebtedness and
operating leases) was about 14x, and total interest coverage
(including pay-in-kind interest expense) was about 0.8x.


REVLON INC: Affiliate Amends $107MM Loan with Major Stockholder
---------------------------------------------------------------
Revlon, Inc. disclosed that Revlon Consumer Products Corporation,
the operating subsidiary of Revlon, Inc., entered into an
amendment to its $107 million Senior Subordinated Term Loan
Agreement with MacAndrews & Forbes Holdings Inc., Revlon's
majority stockholder, extending the term to the earlier of (1) the
consummation of Revlon's equity rights offering, the proceeds of
which would be used to repay the Term Loan, or (2) Aug. 1, 2010.

The Term Loan will continue to provide that RCPC may, at its
option, prepay such loan, in whole or in part, at any time prior
to maturity, without premium or penalty, bears interest at an
annual rate of 11%, payable quarterly in cash, and is unsecured
and subordinated to RCPC's senior debt.

Revlon reaffirmed its intent to launch a $107 million equity
rights offering to reduce the company's debt by the same amount.
The Rights Offering would allow stockholders to purchase
additional shares of Revlon Class A common stock.  The proceeds of
the Rights Offering would be used to fully repay the remaining
principal balance of the Term Loan.  Given the current conditions
in the capital markets, Revlon is monitoring the financial markets
to assess the appropriate timing of the Rights Offering.

On Sept. 3, 2008, Revlon used $63 million of the net proceeds from
the July 28, 2008, sale of its non-core Brazilian brands to repay
$63 million in aggregate principal amount of the then $170 million
Term Loan.  This repayment will result in annualized interest
savings of approximately $7 million.

MacAndrews & Forbes, which is owned by Ronald O. Perelman,
beneficially owns approximately 58% of Revlon's outstanding Class
A common stock, 100% of Revlon's Class B common stock and
approximately 61% of Revlon's combined outstanding shares of Class
A and Class B common stock, which together represent approximately
75% of the combined voting power of such shares.

                        About Revlon Inc.

Headquartered in New York City, Revlon Inc. (NYSE: REV)
-- http://www.revloninc.com/-- is a worldwide cosmetics, hair
color, beauty tools, fragrances, skincare, anti-
perspirants/deodorants and personal care products company.  The
company's brands, which are sold worldwide, include Revlon(R),
Almay(R), Mitchum(R), Charlie(R), Gatineau(R) and Ultima II(R).

At Sept. 30, 2008, the company's consolidated balance sheet showed
$876.6 million in total assets and $1.8 billion in total
liabilities, resulting in roughly $999.3 million in stockholders'
deficit.

For three months Sept. 30, 2008, the company reported net income
of $29.2 million compared to net loss of $10.4 million for the
same period in the previous year.

For nine months ended Sept. 30, 2008, the company reported net
income of $46.6 million compared with net loss of $56.9 million
for the same period in the previous year.

At Sept. 30, 2008, the company had a liquidity position of
$201.3 million, consisting of cash and cash equivalents of $61.7
million, well as $139.6 million in available borrowings under the
2006 Revolving Credit Facility.


RINKER MATERIALS: Moody's Downgrades Sr. Notes' Rating to 'Ba3'
---------------------------------------------------------------
Moody's Investors Service downgraded the rating of Rinker
Materials LLC's senior notes to Ba3 from Ba1.  This rating action
concludes the review for downgrade initiated on October 10, 2008.
The rating outlook is negative.

The downgrade reflects the unfavorable operating performance
outlook for Rinker's ultimate parent, Cemex, S.A.B. de C.V.,
Cemex's high leverage and limited near to medium term prospects
for debt reduction, as well as the potential for continued
refinancing risk after the currently ongoing lender negotiations
conclude.  Moody's notes that Rinker's rating reflects Cemex's
consolidated credit profile due to both companies' operational and
financial integration and the cross default clauses in Cemex's
existing debt agreements.

"Going into 2009, Moody?s currently expect Cemex's leverage to
increase to a level that is high for the Ba rating category," said
Moody's Vice President Sebastian Hofmeister.  The analyst added
that while probably still positive, near term free cash flow will
likely remain modest compared to the company's fully adjusted debt
load. Any material debt reduction would likely have to be driven
by major asset disposals, which may be difficult to achieve under
currently depressed market conditions.

For the 12 months ended September 30, 2008, Cemex's reported
EBITDA was US$4.8 billion, up 10% year over year because of the
addition of Rinker's business (consolidated starting in 3Q07).
However, LTM EBITDA margin dropped 140 basis points to 20.3% on
continued weakness primarily in U.S. residential construction,
which could not be fully offset by continued solid earnings in
Mexico and cost reduction efforts.  For the U.S., LTM EBITDA
margin dropped 810 basis points to 16.7%, while for Mexico it
increased 120 basis points to 38.1%.

On December 15, 2008, Cemex announced that it expects US$800
million in EBITDA for 4Q08, implying US$4.4 billion for the full
year 2008.  The latter would be down 5% from the midpoint of the
company's US$4.6-4.7 billion guidance range provided in September.
Cemex has also further reduced its 2008 volume expectations for
the U.S., Mexico and Spain.  No guidance was provided for the UK,
another key market with negative volume trends in recent quarters.

Moody's believes that in 2009 Cemex will experience continued
earnings pressure because of lower demand across its major
markets, with EBITDA potentially dropping well below its current
LTM run rate despite ongoing cost reduction initiatives (the
company expects US$500 million in savings by year-end 2009).

Mexican construction markets, while holding up well so far, are
exposed to downside risk, in Moody's opinion, as GDP growth
forecasts continue to be revised downward.  The infrastructure
programs various governments have announced in recent weeks are a
positive, but their size and timing remain uncertain, with
potential benefits unlikely to accrue before 2010.

LTM Debt/EBITDA adjusted for perpetual notes and off balance sheet
debt was about 4.8 times, close to year-end 2007 levels pro forma
for a full year's contribution of Rinker.  However, Moody's
estimates that leverage could increase to between 5.0 and 6.0
times in 2009, assuming a further drop in EBITDA, about
US$1 billion of free cash flow being available for debt reduction
and US$1.5 billion or less in asset disposals.  LTM free cash flow
after expansion capital expenditures was about US$1 billion, or 4%
of total adjusted debt.

Moody's expects Cemex's liquidity to improve after the current
refinancing negotiations with lenders are concluded but to stay
weak because of refinancing needs that, potentially, will remain.
Cemex currently faces an estimated US$7 billion in debt maturities
before year-end 2009.  Assuming that US$4 billion of that amount
will be refinanced and that 2009 free cash flow will reach US$1
billion, about US$2 billion in asset disposal proceeds may be
required to cover near term debt maturities, which may be
challenging to achieve under current market conditions.

Moody's estimates that Cemex's unrestricted cash reserves and
availability under backup facilities would only provide limited
support in meeting potential refinancing needs.  On a positive
note, Moody's expects lenders to agree to amend the existing
maximum 3.5 times Net Debt/EBITDA covenant in Cemex's major debt
agreements in order to accommodate higher leverage going forward.
In addition, the potential for further derivative losses appears
limited because Cemex has closed out most of its currency
derivates in early 4Q08 and additional loss potential under equity
derivatives is reduced given the low level of the company's stock
price.

As of September 30, 2008, Cemex's total adjusted debt was
US$24.3 billion, down 3% from June 30 because of positive free
cash flow in the quarter and certain favorable exchange rate
effects.  Adjusted debt included US$17.9 billion in reported debt
(as per Mexican GAAP), US$4 billion in perpetuals, US$1.1 billion
in securitization, US$1 billion in capitalized leases and
US$400 million in under-funded pension obligations.  Under its
hybrid methodology, Moody's treats Cemex's perpetuals as 100%
debt, in line with the treatment under U.S. GAAP.

Rinker's rating continues to reflect Cemex's strong business
profile, with leading market positions and solid diversification
across a number of major countries and product lines.  Cemex's
business consists of cement, ready mix and aggregates with most of
the earnings coming from North America and Europe.  On an LTM
basis, Mexico generated 32% of consolidated EBITDA, the U.S. 18%
and Spain 12%.  The UK's EBITDA contribution was only 1% although
the country accounts for 8% of revenues.  South/Central America
and the Caribbean contributed about 15% and other Europe (which
besides France and Germany also includes several Central and
Eastern European countries) accounted for 12% of EBITDA.

The negative rating outlook reflects the risk of additional
earnings pressures as global growth decelerates over the coming
quarters, which could weaken Cemex's financial position more than
currently anticipated.  The outlook also incorporates the
potential need for major asset disposals in order to satisfy any
near term refinancing requirements that may remain after lender
negotiations conclude.

The outlook could be stabilized if performance trends improve, for
example as a result of additional cost initiatives or the positive
effects from the public economic stimulus packages currently being
contemplated in various of the countries the company operates in.
It could also stabilize if refinancing risk is lower than
currently anticipated or reduced through major asset disposals.
Ratings could be downgraded if performance, liquidity, or credit
metrics deteriorated beyond current expectations.

The last rating action on Rinker was a downgrade to Ba1 from Baa3
on October 10, 2008, after which the rating remained on review for
possible further downgrade.

Rinker Materials LLC (Rinker, formerly Rinker Materials
Corporation), a U.S. entity, is owned by Cemex, Inc., which is the
intermediate holding company of Cemex, S.A.B. de C.V.'s U.S.
operations and in turn is owned by Cemex Espana, the holding for
Cemex's non-Mexican business.  Cemex, headquartered in Monterrey,
Mexico, is a leading global building materials company that
manufactures and distributes building products such as cement,
ready mix concrete and aggregates, with customers in more than 50
countries.  Cemex gained control of Australia-based Rinker Group
Limited, Rinker's former parent company, in June 2007.  For the 12
months ended September 30, 2008, Cemex's reported revenues and
EBITDA reached US$23.3 billion and US$4.8 billion, respectively.


RIVER ROCK: S&P Affirms Issuer Credit Rating at 'B+'; Outlook Neg.
------------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on Sonoma
County, California-based River Rock Entertainment Authority,
including the 'B+' issuer credit rating.  The ratings were removed
from CreditWatch, where they were placed with negative
implications Sept. 10, 2008.  The rating outlook is negative.

The affirmation and removal from CreditWatch follows the
Authority's termination of a series of transactions that were
expected to fund, in part, preparatory site work for the
Authority's planned resort development.  Although S&P has removed
its ratings from CreditWatch, S&P's rating outlook is negative,
reflecting a greater-than-expected decline in EBITDA as a result
of weak economic conditions and the substantial pullback in
consumer discretionary spending. For the nine months ended
Sept. 30, 2008, net revenue and EBITDA fell by 5% and 14%,
respectively.  The decline has resulted in leverage rising to
about 3.7x as of Sept. 30, 2008, from about 3.0x a year ago.

S&P expects weak operating conditions in the gaming industry to
continue through at least the first half of 2009 as economic
weakness continues to depress consumer discretionary spending. As
a result, S&P expects revenue and EBITDA to continue to decline
over the next couple of quarters, which will further weaken credit
measures.  S&P is incorporating an expectation for full?year
revenue and EBITDA declines at, or slightly higher than, current
year to date declines.  In 2009, S&P anticipates that revenue
declines will be in the mid-single-digit area, and EBITDA declines
in the low-teens percentage area. Under these assumptions, S&P
expects that leverage will rise to the low- to mid-4x area.  This
leaves limited room in the rating to absorb the sizable
$406 million expansion project (previously announced by the
Authority in June 2007), which S&P expects would be debt funded.

"The 'B+' rating reflects the Authority's narrow business position
as an operator of a single gaming facility, expected high debt
levels, and the potential for increased competition over time,"
said Standard & Poor's credit analyst Melissa Long.  "River Rock
Casino's distinction as the closest casino to the San Francisco
Bay area somewhat tempers these concerns."

In June 2007, the Authority announced a $406 million expansion
project, contemplating 260 guest rooms, luxury suites, meeting
space, a pool and spa, and restaurant offerings.  The total cost
of the project consists of $300 million for the casino and resort,
and $106 million of infrastructure improvements to support the new
facilities.  S&P does not expect the project to commence in the
near term, primarily due to the financing environment.  Also, S&P
believes that the size and/or scope of the proposed project could
change before it moves forward.  S&P will assess any rating
implications associated with an expansion project once the project
size, scope and timing are clear.


ROC PREFERRED: S&P Downgrades Preferred Shares Rating to 'BB'
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on ROC
Pref. II Corp.'s preferred shares and kept them on CreditWatch
with negative implications, where they were placed Nov. 14, 2008.
The rating action mirrors the downgrade and CreditWatch placement
on the credit-linked note to which the issue of preferred
shares is linked.

Standard & Poor's will continue to monitor the underlying
portfolio and expects to resolve the CreditWatch placement within
a period of 90 days and update its opinion.

       Ratings Lowered And Remaining On CreditWatch Negative

                         ROC Pref II Corp.

                                     Rating
                                     ------
    Class                  To                    From
    -----                  --                    ----
    Preferred shares
     Global scale:         BB/Watch Neg          BBB/Watch Neg
     Canada scale:         P-3/Watch Neg         P-2/Watch Neg


ROUGE INDUSTRIES: Files Chapter 11 Joint Plan of Liquidation
------------------------------------------------------------
Rouge Industries, Inc., its debtor-affiliates, and the Official
Committee of Unsecured Creditors filed with the U.S. Bankruptcy
Court for the District of Delaware, a Disclosure Statement
explaining their Joint Plan of Liquidation under Chapter 11 of the
Bankruptcy Code.

The Plan Proponents believe that the Plan provides the best and
most feasible recovery for Holders of Allowed Claims against the
Debtors and that accepting the Plan is in the best interests of
the Holders of Allowed Claims against the Debtors.

              Establishment of the Liquidation Trust

On the Effective Date, the Liquidation Trust Agreement shall be
executed, and all other necessary steps shall be taken to
establish the Liquidation Trust.  The Liquidation Trust shall be
established for the sole purpose of liquidating its assets, with
no objective to continue or engage in the conduct of a trade or
business.  Any Cash or property whenever received by the
Liquidating Trust from third parties shall constitute Liquidation
Trust Assets.

                  Sources for Plan Distributions

All Cash necessary for the Disbursing Agent to make distributions
in accordance with the terms of the Plan shall be obtained from
the proceeds of Causes of Action and any Cash or other assets
which are property of one or more of the Debtors, including
without limitation the Debtors' cash balances and the liquidation
of the Debtors' and the Estates' remaining non-Cash assets, if
any.  Cash payments to be made pursuant to the plan shall be made
by the Disbursing Agent.

          Classes and Treatment of Claims and Interests

The Plan divides the Claims and Equity Interests into 8 classes.
Secured Claims under Class 1 and Other Priority Claims under
Class 2 are unimpaired under the Plan and are deemed to accept the
Plan and therefore are not entitled to vote.

Each Holder of an Allowed Secured Claims under Class 1 shall
receive one of the following distributions, at the option of the
Debtors or the Liquidation Trustee: (i) Cash equal to 100% of the
Net Proceeds from the sale of the Collateral securing such Allowed
Secured Claim; (ii) the return of the Collateral; or (iii) such
other treatment as to which the Debtors or the Liquidation
Trustee, as applicable, and such Holder have agreed upon in
writing.

Each Holder of an Allowed Other Priority Claim under Class 2 shall
receive (i) Cash, (ii) such other treatment as permitted under the
Bankruptcy Code, or (iii) such other treatment as to which the
Debtors or the Liquidation Trustee, as applicable, and such Holder
have agreed upon in writing.

Classes 3 to 8, inclusive, are all impaired under the Plan.

Each Holder of an Allowed Unsecured Claim under Class 3 shall
receive its Pro Rata share of the Initial Class 3 Distribution
Amnount.  On each Periodic Distribution Date, each Holder of an
Allowed Unsecured Claim shall receive its Pro Rata share of the
periodic Class 3 Distribution Amount.

The PBGC Unsecured Claims under Class 4 shall receive its Pro Rata
Share of the Initial Class 4 Distribution Amount.  On each
Periodic Distribution Date, the PBGC, or its designee, in whole or
in part, shall receive its Pro Rata share of the Periodic Class 4
Distribution Amount.  PBGC is granted a choice between two
options, which is described in greater detail on pages 39 and 40
of the Disclosure Statement.

The UAW Unsecured Rejection Claim under Class 5 shall receive its
Pro Rata share of the Initial Class 5 Distribution Amount.  On
each Periodic Distribution Date, the UAW shall receive its Pro
Rata share of the Periodic Class 5 Distribution Amount.  UAW is
granted a choice between 2 options, which is described in greater
detail in pages 40 and 41 of the Disclosure Statement.

Intercompany Claims under Class 6 shall be cancelled and Holders
of Intecompany Claims shall not receive any distribution under the
Plan.

Subordinated 510 Claims under Class 7 shall be deemed eliminated,
cancelled or extinguished and Holders shall not receive or retain
any property under the Plan.

Equity Interests under Class 8 shall be cancelled and the Holders
of Equity Interests shall not receive or retain anay distribution
or property under the Plan.

Holders of Class 3, Class 4, and Class 5 Claims are entitled to
vote to accept or reject the Plan.   Class 6, Class 7, and Class 8
Claims will be deemed to have voted to reject the Plan.

Even if a class of claims or equity interests rejects the Plan,
the Court may nonetheless confirm the Plan under the "cramdown"
provisions of the Bankruptcy Code.

A full-text copy of the Disclosure Statement explaining the
Debtors and the Official Committee of Unsecured Creditors' Joint
Plan of Liquidation under Chapter 11 of the Bankruptcy Code is
available for free at:

     http://bankrupt.com/misc/RougeIndustries_DS.part1.pdf

     http://bankrupt.com/misc/RougeIndustries_DS.part2.pdf

                      About Rouge Industries

Based in Dearborn, Michigan, Rouge Industries, Inc., is an
integrated producer of flat-rolled steel.  Rouge Industries,
together with Rouge Steel Company, QS Steel Inc., and Eveleth
Taconite Company, filed for chapter 11 protection on Oct. 23, 2003
(Bankr. D. Del. Case No. 03-13272 through 03-13275).

Adam G. Landis, Esq., Kerri K. Mumford, Esq., Rebecca L. Butcher,
Esq., at Landis, Rath & Cobb, LLP, Alicia Beth Davis, Esq., Daniel
B. Butz, Esq., Donna L. Culver, Esq., Donna L. Harris, Esq., Eric
D. Schwartz, Esq., Gregory Thomas Donilon, Esq., Gregory W.
Werkheiser, Esq., Robert J. Dehney, Esq., Thomas F. Driscoll,
Esq., William H. Sudell, Jr., at Morris, Nichols, Arsht & Tunnell
LLP, and Joanna Flynn, Esq., at Akin Gump Strauss Hauer & Feld
LLP, represent the Debtors.  The U.S. Trustee for Region 3
appointed creditors to serve on an Official Committee of Unsecured
Creditors.  Gaston Plantiff Loomis, II, Esq., Kurt F. Gwynne,
Esq., Richard Allen Keuler, Jr., Esq., at Reed Smith LLP, and
Thomas Joseph Francella, Jr., Esq., at Whiteford Taylor Preston
LLC, serve as counsel to the Official Committee of Unsecured
Creditors.  When the Debtors filed for protection from their
creditors, they listed $558,131,000 in total assets and
$558,131,000 in total debts.


ROUGE INDUSTRIES: Wants Plan Filing Period Extended to March 30
---------------------------------------------------------------
Rouge Industries, Inc., its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware to further extend
their exclusive periods to:

  a) file a plan through the later of confirmation of a plan or
     March 30, 2009, and

  b) solicit acceptances of to the later of confirmation of a plan
     or April 30, 2009.

The requested extensions will permit the Debtors to confirm the
Joint Plan of Liquidation of the Debtors and the Official
Committee of Unsecured Creditors, which was filed with the Court
on Dec. 18, 2008.

The Debtors tell the Court that creditors will not be prejudiced
by an extension of the Exclusive Periods, and that the requested
extension will not prejudice parties in interest seeking a
reduction or termination of the Exclusive Periods for cause.

                      About Rouge Industries

Based in Dearborn, Michigan, Rouge Industries, Inc., is an
integrated producer of flat-rolled steel.  Rouge Industries,
together with Rouge Steel Company, QS Steel Inc., and Eveleth
Taconite Company, filed for chapter 11 protection on Oct. 23, 2003
(Bankr. D. Del. Case No. 03-13272 through 03-13275).

Adam G. Landis, Esq., Kerri K. Mumford, Esq., Rebecca L. Butcher,
Esq., at Landis, Rath & Cobb, LLP, Alicia Beth Davis, Esq., Daniel
B. Butz, Esq., Donna L. Culver, Esq., Donna L. Harris, Esq., Eric
D. Schwartz, Esq., Gregory Thomas Donilon, Esq., Gregory W.
Werkheiser, Esq., Robert J. Dehney, Esq., Thomas F. Driscoll,
Esq., William H. Sudell, Jr., at Morris, Nichols, Arsht & Tunnell
LLP, and Joanna Flynn, Esq., at Akin Gump Strauss Hauer & Feld
LLP, represent the Debtors.  The U.S. Trustee for Region 3
appointed creditors to serve on an Official Committee of Unsecured
Creditors.  Gaston Plantiff Loomis, II, Esq., Kurt F. Gwynne,
Esq., Richard Allen Keuler, Jr., Esq., at Reed Smith LLP, and
Thomas Joseph Francella, Jr., Esq., at Whiteford Taylor Preston
LLC, serve as counsel to the Official Committee of Unsecured
Creditors.  When the Debtors filed for protection from their
creditors, they listed $558,131,000 in total assets and
$558,131,000 in total debts.


SANDRIDGE ENERGY: S&P Affirms Corporate Credit Rating at 'B'
------------------------------------------------------------
Standard & Poor's Ratings Services said that it affirmed its
ratings, including the 'B' corporate credit rating, on oil & gas
exploration & production company SandRidge Energy Inc.  At the
same time, S&P revised the outlook to stable from positive.  As of
Sept. 30, 2008, SandRidge had $2 billion in debt.

"The outlook revision reflects our more bearish outlook on near-
term U.S. natural gas prices and our expectation that SandRidge's
credit ratios will worsen in 2009," said Standard & Poor's credit
analyst David Lundberg.  "Liquidity should remain adequate next
year, particularly given the company's hedged positions and its
recent capital budget reductions.  However, financial covenants
could constrain liquidity in 2010 if prices do not recover from
current levels."

Mr. Lundberg also said, "We would consider a negative rating
action if liquidity becomes constrained.  In particular, S&P will
monitor (1) management's willingness to reduce capital
expenditures should natural gas prices decline further, (2) any
reductions in the $1.1 billion borrowing base that governs the
revolving credit facility, and (3) compliance with financial
covenants.  S&P could consider raising the rating if financial
leverage moderates from current levels and S&P remains confident
that the company will maintain sufficient liquidity to execute its
business plan in the near term."

SandRidge is based in Oklahoma City.


SCHOLASTIC CORP: Moody's Puts 'Ba1' CFR on Review for Likely Cut
----------------------------------------------------------------
Moody's Investors Service placed Scholastic Corporation's Ba1
Corporate Family rating, Ba1 Probability of Default rating and Ba2
senior unsecured note ratings on review for possible downgrade.

The review is prompted by Moody's concern that cutbacks in
consumer and educational spending will continue to create revenue
pressure and make it difficult for Scholastic to improve its
credit metrics to the levels necessary to maintain the Ba1 rating.
Debt-to-EBITDA leverage (approximately 4.0x LTM 11/30/08
incorporating Moody's standard adjustments) and free cash flow are
currently weak for the rating. LGD rates were updated based on the
current debt mix.

On Review for Possible Downgrade:
Issuer: Scholastic Corporation

  -- Corporate Family Rating, Placed on Review for Possible
     Downgrade, currently Ba1

  -- Probability of Default Rating, Placed on Review for Possible
     Downgrade, currently Ba1

  -- Senior Unsecured Regular Bond/Debenture, Placed on Review for
     Possible Downgrade, currently Ba2, LGD5 - 89% (from LGD6 -
     90%)

Outlook Actions:

Issuer: Scholastic Corporation

  -- Outlook, Changed To Rating Under Review For Possible
     Downgrade From Negative

In the review, Moody's will evaluate Scholastic's revenue outlook
including the potential that consumers and school districts trade
down to lower priced items and lengthen re-order cycles in
response to budget pressures.  Moody's will consider Scholastic's
ability to mitigate any softness in client spending through new
product introductions such as the System 44 reading intervention
program, cost saving initiatives and rationalization of the
business portfolio in order to improve free cash flow and credit
metrics.  In addition, Moody's will review the company's planned
capital allocation strategy in light of recent increases in share
repurchase activity and the introduction of a quarterly dividend.
Moody's will also evaluate the liquidity position, although the
company has capacity under its financial covenants to absorb
incremental operating weakness.
Moody's last rating action on Scholastic was a change in the
rating outlook to negative from stable and affirmed the company's
Ba1 CFR on June 4, 2007.

Scholastic's ratings were assigned by evaluating factors Moody's
believes are relevant to the credit profile of the issuer, such as
i) the business risk and competitive position of the company
versus others within its industry, ii) the capital structure and
financial risk of the company, iii) the projected performance of
the company over the near to intermediate term, and iv)
management's track record and tolerance for risk.  These
attributes were compared against other issuers both within and
outside of Scholastic's core industry and Scholastic's ratings are
believed to be comparable to those of other issuers of similar
credit risk."

Scholastic, headquartered in New York, is a publisher and
distributor of children's books, classroom and professional
magazines, educational technology, and instructional materials,
with operations in the United States, Canada, the United Kingdom,
Australia, New Zealand and Southeast Asia.  Annual revenues
approximate $1.9 billion.


SCHOLASTIC CORP: S&P Puts 'BB' Corp. Credit Rating on WatchNeg.
---------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'BB' corporate
credit rating for New York City-based Scholastic Corp., as well as
its issue-level ratings for the company, on CreditWatch with
negative implications.  Scholastic had $449 million in debt as of
Nov. 30, 2008, including capital leases.

"The CreditWatch placement reflects the company's weak operating
performance in the second quarter and its meaningful revision to
earnings and cash flow guidance," said Standard & Poor's credit
analyst Tulip Lim.

In the quarter ended Nov. 30, 2008 (the company's most important
quarter), revenue declined 3.8% and EBITDA declined 20%.  The
company reduced its full-year 2009 earnings from operations
guidance to a range of $1.20 to $1.50 per share, or roughly
$45 million to $57 million, from a range of $1.75 to $2.00 per
share, or $66 million to $75 million.  Business segments posting
the largest underperformance in operating income were Children's
Book Publishing & Distribution and International.  Although
revenue declined 1% in Children's Book Publishing & Distribution,
operating income declined 9% because of higher reserves for
unearned royalty advances, increased bad debt in Trade Publishing,
and higher investments in Clubs.  International operating income
declined 44%, partially because of unfavorable exchange movements.

Scholastic now expects cash flow from operations for full-year
2009 of $55 million to $80 million, from a previously expected
range of $90 million to $100 million.  S&P is concerned that
reduced earnings could lead to a narrowing of headroom under the
company's financial covenants.  Scholastic ended the quarter with
$30.8 million in cash.  The company's term loan due 2012 requires
annual principal repayments of $42.8 million.

In resolving the CreditWatch listing, S&P will assess the
company's margin of compliance with financial covenants and its
near-term earnings prospects.


SENIOR HEALTH: Moody's Confirms 'Caa1' FSR; Outlook Negative
------------------------------------------------------------
Moody's announced that it has confirmed the Caa1 insurance
financial strength rating of Senior Health Insurance Company of
Pennsylvania and changed the outlook to negative from rating on
review direction uncertain.  Moody's intends to withdraw the IFSR
on SHIP for business reasons.

On November 12, Conseco, Inc. announced that it had transferred
SHIP to Conseco Senior Health Care Oversight Trust, an independent
trust. As part of the transfer, Conseco transferred $175 million
of capital, consisting of $125 million of senior notes maturing in
2013 and $50 million of working capital or cash and cash
equivalents.  As part of an independent, non-profit organization,
Moody's commented that SHIP will potentially have more success in
pursuing rate increases on its long term care policies than as
part of a public company with greater resources.  Offsetting this
benefit is that as an independent organization in runoff, SHIP
will have limited financial flexibility.

SHIP was formerly Conseco Senior Health Insurance Company, and
provides benefits to long term care policy holders.  SHIP is
domiciled in Pennsylvania but maintains Carmel, Indiana as their
primary place of business. SHIP had $3.5 billion in assets and
$115 million in surplus as of September 30, 2008.  Moody's notes
the numbers are prior to the separation; i.e. the capital and
surplus improved after the separation from Conseco that took place
in November.

Moody's last rating action on SHIP was on August 21, 2008 when the
review of the Caa1 IFSR with direction uncertain was continued.

Moody's insurance financial strength ratings are opinions of the
ability of insurance companies to pay punctually senior
policyholder claims and obligations.


SINCLAIR BROADCAST: S&P Keeps 'BB-' Corporate Credit Rating
-----------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
Hunt Valley, Maryland-based Sinclair Broadcast Group to negative
from stable.  All ratings on the company (including the 'BB-'
corporate credit rating) and its subsidiary, Sinclair Television
Group Inc., were affirmed.

"The outlook change reflects our concern that, because of the
weakening advertising market and Sinclair's previous
prioritization of financial resources for nonstrategic
investments, share repurchases, and dividends, the company will
not reach our target leverage ratio of 5.5x for a stable rating
outlook," said Standard & Poor's credit analyst Deborah Kinzer.

The 'BB-' rating reflects Sinclair's financial risk from high debt
leverage, its portfolio of generally lower-ranked stations, its
growing portfolio of real estate and other non-TV assets, and TV
advertising's mature revenue growth prospects.  Sinclair's large
TV audience reach, TV broadcasting's typically good margins, and
the company's discretionary cash flow potential partially offset
these factors.

In the current fiscal year, the company has spent about
$85 million to purchase non-TV assets, including several
commercial real estate investments, the strategic and long-term
commercial values of which are unclear.  These acquisitions were
partially funded with debt.  Investments in noncore assets that
increase the company's debt leverage could adversely affect the
rating.

Leverage remains a key rating concern.  As of Sept. 30, 2008,
lease-adjusted debt to EBITDA was 5.8x.  Calculated on an average
trailing-eight-quarter basis, which eliminates the volatility of
election-year political advertising, Sinclair's lease-adjusted
debt to EBITDA was 5.9x.  Despite the influx of political ad
revenue in the second half of 2008 and some modest debt repayment
by the company in the third quarter, S&P does not expect Sinclair
to reach S&P's target leverage ratio of 5.5x because of lower-
than-anticipated local and national ad revenues.  Moreover, if the
ad market remains sluggish, the company's leverage could rise well
above 6.0x as 2009 progresses.


SMURFIT-STONE CONTAINER: S&P Cuts Corporate Credit Rating to 'B'
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on Smurfit-
Stone Container Corp., including lowering its corporate credit
rating to 'B' from 'B+'.  At the same time, S&P placed all ratings
on CreditWatch with negative implications.

"The downgrade and CreditWatch listing follow the company's
announcement that its fourth quarter 2008 earnings, excluding
unusual items, will be significantly lower than its third quarter
results," said Standard & Poor's credit analyst Pamela Rice.
North American and export demand deteriorated rapidly in the past
few weeks, and Smurfit-Stone took significant mill downtime to
balance supply with demand.  S&P is concerned about prospects for
continuing poor demand in 2009 because of weak economic conditions
and whether the industry will be able to sustain pricing at or
near current levels.

Although Smurfit-Stone is taking actions to weather the downturn
and will have substantially less capital spending next year, S&P
believes it could be challenging for the company to continue to
meet its financial covenants.  In addition, Smurfit-Stone needs to
refinance its $800 million revolving credit facility that is due
in November 2009, and the credit environment remains difficult.

To resolve the CreditWatch listing, S&P will evaluate management's
plans to address the difficult operating environment, including
its efforts to ensure compliance with its covenants and to
refinance its credit facility.


SOLERA HOLDINGS: HPI Ltd. Acquisition Won't Affect S&P's Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services said its ratings and outlook on
Solera Holdings Inc. (BB-/Stable/--) would not be affected by the
company's acquisition of HPI Ltd., a provider of used vehicle
validation services in the United Kingdom, for $117 million, of
which $100 million will be paid in cash and the remaining
$17 million in an 8% subordinated note due 2011.  The agreement
also includes an earn-out of up to $7 million in cash based upon
the achievement of certain performance milestones.

Solera preliminary estimates that HPI will add approximately $21
million to its fiscal 2009 revenues and about $9 million to
adjusted EBITDA.  S&P expects operating-lease-adjusted debt
leverage to drop slightly to about 3x immediately after the
transaction, compared with 3.2x at Sept. 30, 2008.  Following this
transaction, Solera still has some capacity for growth through
acquisition at the current rating.  After payment of the cash
portion of the transaction, the company has about $150 million of
cash on hand.  Leverage could temporarily rise to the high-3x area
before S&P considers a negative outlook.


SPECIAL DEVICES: Organizational Meeting to Form Panel on Dec. 23
----------------------------------------------------------------
Roberta A. DeAngelis, the Acting United States Trustee for
Region 3, will hold an organizational meeting on December 23,
2008, at 2:00 p.m in the bankruptcy case of Special Devices
Incorporated. The meeting will be held at J. Caleb Boggs Federal
Building, 844 King Street, Room 5209, in Wilmington, Delaware.

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

To increase participation in the Chapter 11 proceeding, Section
1102 of the Bankruptcy Code requires that the United States
Trustee appoint a committee of unsecured creditors as soon as
practicable.  The Committee ordinarily consists of the persons,
willing to serve, that hold the seven largest unsecured claims
against the debtor of the kinds represented on the committee.
Section 1103 of the Bankruptcy Code provides that the Committee
may consult with the debtor, investigate the debtor and its
business operations and participate in the formulation of a plan
of reorganization.  The Committee may also perform other services
as are in the interests of the unsecured creditors whom it
represents.

Moorpark, California-based Special Devices Inc. --
http://www.specialdevices.com/-- was founded in the 1950s to
manufacture explosives for film special effects, also makes
initiators for the defense and mining industries.  The company
makes a component that causes car air-bags to deploy.

Special Devices filed for Chapter 11 protection on December 15,
2008 (Bankr. D. Del. 08-13312) after failing to refinance $73.6
million in debt.  The Hon. Mary F. Walrath oversees the case.
Jason M. Madron, Esq., and Mark D. Collins, Esq., at Richards,
Layton & Finger, P.A., serve as the Debtor's counsel.  Gibson,
Dunn & Crutcher LLP acts as special corporate counsel, and
Kurztman Carson Consultants LLC acts as claims agent.  When it
filed for bankruptcy, the Debtor estimated both assets and debts
to be between $50 million and $100 million.


SPECTRUM BRANDS: Creates Incentive Program for Top Executives
-------------------------------------------------------------
The Compensation Committee of Spectrum Brands Inc.'s board of
directors instituted a new one-time, long term incentive program
for Kent J. Hussey, the company's chief executive officer, Anthony
L. Genito, its chief financial officer and chief accounting
officer, John Heil and David R. Lumley.

The program, which is in addition to the company's existing long
term incentive program, provides that each executive is entitled
to receive an aggregate cash amount equal to one-half of the
executive's target long term incentive award as set forth in each
such executive's employment agreement, as amended, calculated
based on such executive's annual base salary as of the end of the
company's 2008 fiscal year.

The aggregate amount payable to each executive under the program
is:

         to Mr. Hussey, $721,875;
         to Mr. Genito, $187,500;
         to Mr. Lumley, $393,750; and
         to Mr. Heil, $337,500.

In addition, the program provides that the total amounts are
payable in two equal installments, the first installment payable
on or prior to Dec. 31, 2008, and the second installment payable
on or prior to Dec. 15, 2009.  Each payment to an executive under
the program is contingent on the executive's continued employment
through the applicable payment date.

               Lumley and Heil Employment Agreements

On Nov. 10, 2008, the company entered into amendments to the
employment agreements of Mr. Lumley, the company's co-chief
operating officer and president of its Global Batteries and
Personal Care segment and Home and Garden segment, and John A.
Heil, the company's co-chief operating officer and president of
the its Global Pet Supplies segment, to increase their annual base
salaries.  Pursuant to the amendments, Mr. Lumley's salary was
increased from $525,000 to $600,000 and Mr. Heil's salary was
increased from $450,000 to $500,000, in each case effective as of
the pay period that started Nov. 1, 2008.

                    Hussey Retention Agreement

In addition, also on Nov. 10, 2008, in order to incentivize the
continued service of Mr. Hussey, the company entered into a
Retention Agreement with Mr. Hussey.  The Hussey Retention
Agreement is subject to the terms of Mr. Hussey's amended and
restated employment agreement and contains a retention period that
runs through and includes Dec. 31, 2009.

Under the Hussey Retention Agreement, Mr. Hussey is entitled to
receive cash payments in an amount equal to $1,237,500 according
to these schedule.  If Mr. Hussey is employed by the company on
Dec. 31, 2008, he is entitled to receive 50% of his Retention
Incentive on the company's first payroll after Dec. 31, 2008.  If
Mr. Hussey is employed by the company on Dec. 31, 2009, he is
entitled to receive the remaining 50% of his Retention Incentive
on the company's first payroll after Dec. 31, 2009.  The payments
may be accelerated upon the occurrence of certain events,
including a change in control of the company or certain events of
termination of Mr. Hussey's employment with the company without
cause or as a result of constructive termination.

                      About Spectrum Brands

Headquartered in Atlanta, Georgia, Spectrum Brands Inc. (NYSE:
SPC) -- http://www.spectrumbrands.com/-- is a supplier of
consumer batteries, lawn and garden care products, specialty pet
supplies, shaving and grooming products, household insect control
products, personal care products and portable lighting.

At Sept. 30, 2008, selected balance sheet data showed total assets
of $2.2 billion, total liabilities of $3.2 billion and
shareholders' deficit of $1.0 billion.

Cash and cash equivalents at Sept. 30, 2008, was $104.8 million.

The company reported net loss of $931.5 million for year ended
Sept. 30, 2008, compared with net loss of $596.7 million for the
same period in the previous year.

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 14, 2008,
There is no rating implication to statement that Spectrum
Brands will exit its fertilizer operations.  Fitch Ratings rated
Spectrum Brands, Inc.: (i) issuer default rating 'CCC';
(ii) $1 billion term loan B 'B/RR1'; (iii) $225 million ABL
'B/RR1'; (iv) EUR350 million term loan 'B/RR1'; (v) $700 million
7.4% senior sub note, 'CCC-/RR5'; (vi) $2.9 million 8.5% senior
sub note, 'CCC-/RR5'; (vii) $347 million 11.25% variable rate
toggle senior sub note, 'CCC-/RR5'.  The rating outlook is
negative.


SPIRIT FINANCE: Moody's Downgrades Corporate Family Rating to 'B2'
------------------------------------------------------------------
Moody's Investors Service downgraded the ratings of Spirit Finance
Corporation: corporate family rating to B2 from B1 and senior
secured rating to B3 from B2.  In addition, the ratings were
placed on review for possible downgrade.

This rating action reflects Spirit's challenges in re-financing
its near-term warehouse line maturity.  Although the REIT is
working diligently on marketing the assets collateralizing the
warehouse line and pursuing re-financing negotiations, Moody's is
concerned about Spirit's liquidity in the current difficult
capital markets environment.  The agency notes that the warehouse
credit line is cross-defaulted with the $850 million senior
secured term loan rated by Moody's.

Moody's Investors Service also believes that Spirit's portfolio
performance is likely to come under pressure due to the
deteriorating overall economic environment and particular pressure
on the retail and restaurant segments in which Spirit focuses its
investments.  These challenges are offset by Spirit's long-term
leases with well-laddered expirations, as well as its master lease
structures.

During its review Moody's will closely monitor Spirit's progress
in monetizing the collateral for its warehouse facility and/or
refinancing its upcoming maturity scheduled for April 2009.  In
addition, Moody's will examine the impact of the recessionary
environment on Spirit's tenants and any potential store closures
or bankruptcies likely to impact the REIT's cash flows.

The rating would likely be stabilized upon successful resolution
of the upcoming warehouse line maturity, improvement in coverage
to above 1.4X, and decline in book leverage closer to 70%.
Maintaining adequate liquidity on an on-going basis would also be
essential for stable outlook as would minimal amount of rent
losses associated with tenant bankruptcies and store closures.
Negative rating pressure would be precipitated by failure to
resolve the warehouse line maturity, significant declines in NOI
as a result of tenant bankruptcy/store closures leading to further
pressure on the fixed charge coverage, and any additional
liquidity challenges.

These ratings were downgraded and placed on review for possible
downgrade:

  * Spirit Finance Corporation -- corporate family rating to B2,
    from B1; senior secured term loan to B3, from B2.

Moody's last rating action with respect to Spirit was on May 23,
2007, when the agency assigned first-time corporate family rating
of B1 and senior secured term loan rating of B2.

Spirit Finance Corporation is a REIT that acquires single-tenant,
operationally essential real estate throughout United States to be
leased on a long-term, triple-net basis to retail, distribution
and service-oriented companies.


SUN-TIMES MEDIA: Likely Bankruptcy in 2009; To Change Board
-----------------------------------------------------------
Davidson Kempner Capital Management LLC has sent to shareholders
of Sun-Times Media Group Inc. a letter regarding its consent
solicitation to reconstitute the Sun-Times' board of directors.

The firm said its consent solicitation provides shareholders with
the opportunity to reconstitute the Board of Directors and quickly
put in place the necessary combination of publishing, financial
and restructuring expertise that is essential to guide Sun-Times
Group through its financial crisis.

The future of Sun-Times, the firm related, is at stake and time is
short.  A potential bankruptcy may occur within the next 12
months, the firm said.

"[T]aking action by consent now is critical to protecting the
value of the shareholders' investment," the firm said, urging
shareholders to sign, date, and return the enclosed WHITE card
without delay.

The Sun-Times stock price has suffered almost a total erosion of
value from just under $10 per share in the early portion of 2006
to around 5 cents [Fri]day, the firm noted.  According to the
firm:

   -- Sun-Times' revenues have been declining at a 10% CAGR since
      January 2005;

   -- 2008 will be the third year in a row of negative EBITDA;

   -- Sun-Times' cost structure is out of control:

   -- gross margins have dropped 10 points since 2005;

   -- overhead costs have increased 12% since 2005, despite a 27%
      drop in revenues;

   -- current cost structure is now 112% of revenues;

   -- Sun-Times has been burning $20 million of cash per quarter
      on average since 2006.

   -- Sun-Times, at the current cash burn rate, may have less than
      12 months of liquidity remaining, in our view.

   -- The diminution in Sun-Times' liquidity is remarkable for a
      media business with virtually no outstanding debt.

The firm further said that Sun-Times is now a franchise in crisis
due in part to the failure of the Board.  "The present board of
directors has not demonstrated to us that they possess the
experience necessary to rescue Sun-Times.  Shareholders should
also be aware that the current Sun-Times board, exclusive of
director Robert Poile who represents a large shareholder, owns
less than 1% of the shares outstanding," the firm noted.

The firm said, "Sun-Times shareholders, employees, and readers
deserve better.  New leadership and strong media, financial and
turnaround expertise is urgently needed."

The firm said that the reconstituted Board should undertake these
three-pronged approach to resuscitate Sun-Times:

   -- Arrest cash burn;
   -- Resolve IRS claim; and
   -- Strategically reposition Sun-Times.

The firm is proposing independent director nominees who will
provide Sun-Times with extensive experience in publishing, finance
and restructuring.  In addition to current independent director
Robert B. Poile, who represents an investment firm with an 11%
shareholder stake in Sun-Times, the firm is nominating:

   -- Jeremy L. Halbreich, a well known figure in newspaper
      publishing and the former President and General Manager of
      the Dallas Morning News, where he spent 24 years in
      marketing and general management positions.  The firm
      believes Mr. Halbreich will provide critical industry
      experience to Sun-Times.

   -- Robert A. Schmitz, restructuring executive, who has led and
      advised turnarounds at various media enterprises, including:
      PTV, Cablecom , Wall Street Journal, Spectran, and Optel.
      The firm believes that Mr. Schmitz's turnaround experience
      will provide insight into the review of all aspects of Sun-
      Times business plan and operations.

   -- Michael E. Katzenstein, founder of CXO LLC, a restructuring
      advisory firm and who, as part of his expertise, has served
      frequently in the role of Chief Restructuring Officer.  He
      has led restructurings of Pacific Crossing, Pac-West
      Telecom, CTC Communications, and Optel.  He is Chairman of
      RCN, a large cable builder.  The firm said that Mr.
      Katzenstein's media and turnaround experience will provide
      insight into the review of all aspects of Sun-Times'
      business plan and operations.

"Help position Sun-Times to grow its business and its value to
shareholders, employees and readers," the firm said.

                      About Sun-Times Media

Headquartered in Chicago, Sun-Times Media Group Inc. (NYSE: SVN)
-- http://www.thesuntimesgroup.com/-- is a newspaper publisher.
Its media properties include the Chicago Sun-Times and
Suntimes.com as well as newspapers and Web sites serving more than
200 communities throughout the Chicago area.

The Troubled Company Reporter reported on Aug. 14, 2008, that at
June 30, 2008, Sun-Times Media Group Inc.'s consolidated balance
sheet showed $721.2 million in total assets and $870.8 million in
total liabilities, resulting in a roughly $149.5 million
stockholders' deficit.  The company reported a net loss in the
second quarter of 2008 of $37.8 million, versus net income of
$528.0 million in the same period in 2007.

On Aug. 1, 2007, Hollinger Inc. -- http://www.hollingerinc.com/--
which owns approximately 70.0% voting and 19.7% equity interest in
Sun-Times Media Group Inc., along with two affiliates, 4322525
Canada Inc. and Sugra Limited, filed separate Chapter 15 petitions
(Bankr. D. Del. Case Nos. 07-11029 through 07-11031).  Hollinger
also initiated Court-supervised restructuring under the Companies'
Creditors Arrangement Act (Canada) on the same day.

                            *    *    *

The Troubled Company Reporter said on Nov. 26, 2008, that Sun-
Times Media Group, Inc.'s balance sheet at Sept. 30, 2008, showed
total assets of $479.9 million, total liabilities of $801.7
million, resulting in a stockholders' deficit of roughly
$321.8 million.


SUPERIOR OFFSHORE: Files First Amended Joint Plan with Committee
----------------------------------------------------------------
Superior Offshore International, Inc. and the Official Committee
of Unsecured Creditors filed on Dec. 16, 2008, a First Amended
Joint Chapter 11 Plan of Liquidation.

The Plan divides the claims and interests into 9 classes:

     Class 1   Administrative Claims

     Class 2   Priority Tax Claims

     Class 3   Priority Non-Tax Claims

     Class 4   Secured Claims

     Class 5   General Unsecured Claims

     Class 6   Subordinated Claims

     Class 7   Subordinated Securities Claims

     Class 8   Interests

     Class 9   Subordinated Interests

Class 1, 2, and 3 are unimpaired under the Plan, while Class 4, 5,
6, 7, 8, and 9 are impaired under the Plan.

All Allowed Class 1, Class 2 and Claims shall receive payment in
full, in Cash.

In the sole discretion of the Plan Agent, the holder of an allowed
Class 4 Claim shall receive either (i) the proceeds of the
Collateral securing such Claimant's Allowed Secured Claim after
satisfaction in full of all superior liens up to the Allowed
Amount of the Claimant's Class 4 Claim; or (ii) the Collateral
securing such Claimant's Allowed Secured Claim in full and final
satisfaction of such claim.

Holders of Allowed General Unsecured Claims under Class 5 shall
receive a Pro Rata share of Distributions from Available Cash and
any Plan Agent Recovery up to the Allowed Amount of such Class 5
Claim.  The Plan Agent shall make additional future distributions
to holders of Allowed Class 5 Claims from Available Cash and the
Plan Agent Recovery as the Plan Agent determines appropriate.

Each holder of an Allowed Class 6 Subordinated Claim shall receive
a Pro Rata share of Available Cash and Plan Agent Recovery up to
the Allowed Amount of such Claim after payment in full of all
Allowed Class 5 Claims.

Each holder of an Allowed Class 7 Subordinated Securities Claim
shall look first to the proceeds of the Debtor's available
insurance policies for satisfaction of its Claim to the extent
that such Claim is covered by insurance.  Any remaining unpaid
Allowed Class 7 Subordinated Securities Claim shall receive a Pro-
Rata share, in accordance with procedures that shall be
established by further order of the Bankruptcy Court upon motion
of the Post-Confirmation Equity Subcommittee, with all Allowed
Class 8 Interests of all remaining Available Cash and Plan Agent
Recovery after payment in full, with interest as provided herein,
of all Class 1, 2, 3, 4, 5, and 6 Claims.

All Equity Interests under Class 8 shall be canceled as of the
Effective Date.  Holders of Allowed Equity Interests shall receive
a Pro-Rata share with all Allowed Class 7 Claims remaining after
application of any available insurance proceeds of all remaining
Available Cash and Plan Agent Recovery after payment in full, with
interest, of all Class 1, 2, 3, 4, 5, and 6 Claims.  The Post-
Confirmation Equity Subcommittee will file a motion with the
Bankruptcy Court seeking to establish distribution procedures and
rights relative to Class 7 Claims and Class 8 Interests.

All Subordinated Interests under Class 9 shall be canceled as of
the Effective Date and shall receive no Distributions.

Each impaired class of Claims and Interests shall be entitled to
vote separately to accept or reject the Plan.  A class shall have
accepted the Plan if the Plan is accepted by at least two-thirds
in amount and more than one-half in number of the Allowed Claims
or Equity Interests of such class that have voted to accept or
reject the Plan.  If any impaired class shall fail to accept this
Plan, the Chapter 11 Debtor may nonetheless request the Court to
confirm the Plan in accordance with the "cramdown" provisions of
the Bankruptcy Code.

                       Plan Implementation

On the Effective Date, all remaining property of the Debtor and of
the Estate including all rights to object to Claims, all avoidance
actions, causes of action, alter-ego rights, derivative claims,
breach of fiduciary duty claims, veil piercing rights, the right
to pursue such claims and all other remaining property of the
estate as defined in Sec. 541 of the Bankruptcy Code, shall vest
in the Liquidating Debtor, free and clear of liens, claims and
encumbrances, except as otherwise provided in the Plan.  The Plan
Agent shall be the sole officer, director and shareholder of the
Liquidating Debtor.  On the Effective Date, the Liquidating Debtor
is deemed to have satisfied all liabilities for purposes of
dissolution under applicable state law.  The Plan Agent is
authorized to execute and file all documents necessary to
effectuate the dissolution of the Liquidating Debtor.

From and after the Effective Date of the Plan, the Liquidating
Debtor is authorized to (i) take such action as is necessary to
complete an orderly wind-down of its operations, including
completing all audits by the IRS; (ii) file claim objections;
(iii) make distributions; (iv) prosecute causes of action owned by
the Estate, including all claims and causes of action arising
under the Bankruptcy Code; (v) pursue, liquidate and administer
Estate property; (vi) file tax returns; and (vii) take such other
action as provided for under the Plan.

A full-text copy of the Debtors' and the Official Committee of
Unsecured Creditors First Amended Joint Plan of Liquidation is
available for free at:


http://bankrupt.com/misc/SuperiorOffshore_1stAmendedJointPlan.pdf

Headquartered in Houston Texas, Superior Offshore International
Inc. (Nasdaq: DEEP) -- http://www.superioroffshore.com/--
provides subsea construction and commercial diving services to the
offshore oil and gas industry.  The company's construction
services include installation, upgrading and decommissioning of
pipelines and production infrastructure.  The company operates a
fleet of seven service vessels and provides remotely operated
vehicles and saturation diving systems for deepwater and harsh
environment operations.

Superior Offshore International, Inc., filed for bankruptcy
protection on April 24, 2008 (Bankr. S.D. Tex. Case No. 08-32590).
The Debtors listed total assets of $67,587,927 and total
liabilities of $54,359,884 in its schedules.  David Ronald Jones,
Esq., and Joshua Walton Wolfshohl, Esq., at Porter & Hedges LLP,
represent the Debtor as counsel.  The U.S. Trustee for Region 7
appointed five creditors to serve on an Official Committee of
Unsecured Creditors.  Douglas S. Draper, Esq., at Heller Draper
Hayden Patrick & Horn LLC, and Michael D. Rubenstein, Esq., at
Liskow Lewis, represent the Committee as counsel.


TENSAR CORP: S&P Downgrades Corporate Credit Rating to 'B-'
-----------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Atlanta, Georgia-based Tensar Corp. to 'B-' from 'B'.
At the same time, S&P removed all ratings from CreditWatch, where
they had been placed with negative implications on Aug. 21, 2008.
The outlook is negative.

"The downgrade and negative outlook reflect our concerns about the
high degree of uncertainty regarding infrastructure spending in
the first half of 2009 and the impact that further weakening in
commercial and residential construction activity will have on the
company's end-market demand over the next several quarters," said
Standard & Poor's credit analyst Thomas Nadramia.  "As a result,
Tensar's operating performance will remain challenged and credit
measures may not improve to levels necessary to comply with more
restrictive covenants under its existing bank facility credit
agreement."  The company's covenants step down at Dec. 31, 2009,
requiring total leverage of less than 4.25x and senior leverage of
less than 2.5x.  Access to the company's $40 million revolving
credit facility, which had full availability on Sept. 30, 2008,
depends upon compliance with these tighter covenant levels.

The ratings on Tensar reflect its aggressive debt leverage, the
narrow scope of its operations, high product-substitution risk,
vulnerability to volatile raw-material costs, and some customer
concentration.

S&P expects end-market demand for Tensar's products to remain
highly challenged in 2009 because of reduced commercial and
residential construction activity and uncertainty regarding
infrastructure spending.  As a result, Tensar's earnings and cash
flow generation could be reduced over the next 12 to 18 months.
S&P could downgrade Tensar during this period if worse-than-
expected construction activity lowers operating income, before
depreciation and amortization, to a level that hinders the
company's ability to pay down first-lien debt by an amount
necessary to remain in compliance with covenants.  Specifically,
if revenues were to be flat year-over-year and operating profit
margins remain below 28%, the company would likely generate
insufficient cash flow to cover needed debt reduction.

An outlook revision to stable, which seems less likely in the near
term given the challenging operating environment, would require
market conditions stabilizing such that the company generates
sufficient cash flow from operations to pay down debt and maintain
a first-lien EBITDA covenant cushion in excess of 15%.


TERRA NOSTRA: U.S. Trustee to Appoint Chapter 11 Trustee
--------------------------------------------------------
Christopher Scinta of Bloomberg News reports that the Hon. James
Peck of the United States Bankruptcy Court for the Southern
District of New York authorized the United States Trustee for
Region 2 to appoint a Chapter 11 trustee in the bankruptcy case of
Terra Nostra Resources Corp.

Headquartered in Pasadena, California, Terra Nostra Resources
Corp. (OTCBB:TNRO) owns a 51% interestin two China Joint Ventures
companies in the strategic copper and stainless steel industries.
Creditors filed an involuntary Chapter 11 petition on Nov. 25,
2008 (Bankr. S.D. N.Y. Case No. 08-14708).  Karen Ostad, Eesq., at
Morrison & Foerster LLP, represents the petitioning creditors.


TOYS R US: November 1 Balance Sheet Upside-Down by $661 Million
---------------------------------------------------------------
Toys R Us Inc. disclosed an upside-down balance sheet as of
November 1, 2008.  In a Form 10-Q filing with the Securities and
Exchange Commission, Toys R Us reported $9.2 billion in total
assets on these liabilities:

      Total current liabilities         $3.0 billion
      Long-term debt                    $6.0 billion
      Deferred tax liabilities           $15 million
      Deferred rent liabilities         $261 million
      Other non-current liabilities     $354 million

Toys R Us had $661 million in stockholders' deficit as of
November 1.

Toys R Us reported a net loss of $104 million on $2.7 billion in
net sales for the 13 weeks ended November 1.  This is an incresae
from the $76 million net loss during the same period last year.
According to the company, net sales for the 13 weeks ended
November 1, 2008, decreased slightly due to decreased comparable
store net sales across its segments as its business was impacted
by the slowdown in the global economy, and unfavorable changes in
foreign currency translation.  The decreases were partially offset
by increases in the company's Internet-based net sales.

As of November 1, 2008, the company was in compliance with all of
its financial covenants related to its outstanding debt.  At
November 1, 2008, Toys R Us had $367 million of outstanding
borrowings and a total of $110 million of outstanding letters of
credit under its $2.0 billion secured revolving credit facility,
which expires in fiscal 2010.  The company had remaining
availability of $1.5 billion under the facility at November 1,
2008.  In addition, at November 1, 2008,  the company had no
outstanding borrowings and it had $337 million of availability
under its multi-currency revolving credit facility -- GBP95
million and EUR145 million -- which expires in fiscal 2010.

On March 31, 2008, Toys - Japan entered into an agreement with a
syndicate of financial institutions, which established two
unsecured loan commitment lines of credit. During the 39 weeks
ended November 1, 2008, Toys - Japan had additional net borrowings
on its Tranche 1 unsecured loan of $67 million. In addition, Toys
- Japan borrowed $85 million under uncommitted credit facilities
classified as Short-term borrowings. Partially offsetting these
net borrowings at Toys - Japan were scheduled long-term debt
repayments, including the final installment payment of $21 million
on a note on February 20, 2008.

On July 3, 2008, Toys R Us notified the lenders to its $800
million secured real estate loans that it was exercising its
second maturity date extension option, which extended the maturity
date of the loans from August 9, 2008 to August 9, 2009. On
September 5, 2008, it notified the lenders to its $1.3 billion
Unsecured Credit Agreement that it was exercising its first
maturity date extension option, which extends the maturity date of
the loans from December 9, 2008, to December 8, 2009.

Based in Wayne, New Jersey, Toys R Us sells toys, baby-juvenile
products and children's apparel worldwide. Toys "R" Us - Domestic
provides toy and juvenile product offerings in 49 states and
Puerto Rico and sells merchandise through Internet sites; and Toys
"R" Us - International operates, licenses or franchises stores in
33 foreign countries.  As of November 1, 2008, there were 1,546
wholly owned and franchised "R" Us branded retail stores
worldwide.

                           *     *     *

As reported by the Troubled Company Reporter on December 19,
Standard & Poor's Ratings Services revised its outlook on Toys "R"
Us Inc. to negative from stable.  S&P has affirmed all the ratings
on the Wayne, New Jersey-based company, including the 'B'
corporate credit rating.  S&P has also affirmed the debt issued by
subsidiaries Toys "R" Us Delaware Inc. and U.S. Propco.  "The
outlook revision reflects our belief that Toys will be more
challenged than previously anticipated in the important fourth
quarter of 2008 and early 2009," said Standard & Poor's credit
analyst Ana Lai, "due to a deepening spending pull-back by
consumers in the current weak U.S. economic environment." Credit
protection measures will likely deteriorate to levels that are
weak for the rating.


TOYS R US: Bank Loan Sells at Substantial Discount
--------------------------------------------------
Participations in a syndicated loan under which Toys R Us is a
borrower traded in the secondary market at 45.88 cents-on-the-
dollar during the week ended December 19, 2008, according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  This represents a drop of 5.56 percentage points from
the previous week, the Journal relates.  The syndicated loan
matures on July 19, 2012, and Toys R Us pays 425 basis points over
LIBOR to borrow under the facility.  The bank loan carries Moody's
B2 rating and Standard & Poor's BB- rating.

Based in Wayne, New Jersey, Toys R Us sells toys, baby-juvenile
products and children's apparel worldwide. Toys "R" Us - Domestic
provides toy and juvenile product offerings in 49 states and
Puerto Rico and sells merchandise through Internet sites; and Toys
"R" Us - International operates, licenses or franchises stores in
33 foreign countries.  As of November 1, 2008, there were 1,546
wholly owned and franchised "R" Us branded retail stores
worldwide.

                           *     *     *

As reported by the Troubled Company Reporter on December 19,
Standard & Poor's Ratings Services revised its outlook on Toys "R"
Us Inc. to negative from stable.  S&P has affirmed all the ratings
on the Wayne, New Jersey-based company, including the 'B'
corporate credit rating.  S&P has also affirmed the debt issued by
subsidiaries Toys "R" Us Delaware Inc. and U.S. Propco.  "The
outlook revision reflects our belief that Toys will be more
challenged than previously anticipated in the important fourth
quarter of 2008 and early 2009," said Standard & Poor's credit
analyst Ana Lai, "due to a deepening spending pull-back by
consumers in the current weak U.S. economic environment." Credit
protection measures will likely deteriorate to levels that are
weak for the rating.


TPG-AUSTIN PORTFOLIO: Strained Liquidity Cues Moody's Junk Rating
-----------------------------------------------------------------
Moody's Investors Service downgraded the senior secured and
corporate family ratings of TPG-Austin Portfolio Holdings LLC to
Caa2, from B1.  The ratings remain on review for downgrade.  TPG-
Austin is a wholly-owned subsidiary of a joint venture between
Thomas Properties Group, Inc. (6% stake), California State
Teachers Retirement System (19%), and Lehman Brothers Holdings and
certain co-investors (75%).  In June 2007, the partnership
acquired ten Class A office properties in Austin, Texas from The
Blackstone Group for $1.2 billion.  Moody's rates the senior
secured credit facility, which consists of a $193 million term
loan (due 2013) and a $100 million revolving credit facility (due
2012).  The term loan was fully drawn upon transaction closing,
but the $100 million revolver remains undrawn and has not been
available since Lehman Brothers Commercial Paper, the sole lender,
declared bankruptcy in September 2008.

Moody's rating actions reflect TPG-Austin's severely constrained
liquidity and the likelihood that the partnership could seek
bankruptcy protection in early 2009.  TPG-Austin recently filed a
motion with US Bankruptcy Court to compel Lehman Brothers to
assume or reject the credit agreement and allow the partnership to
seek alternative senior secured financing arrangements with the
facility's collateral.  In its motion, TPG-Austin indicated that
if Lehman does not honor its commitments on the revolver, it
expects to run out of cash in January 2009 at which point about
$19 million in property taxes comes due.  Failure to pay these
taxes would constitute an event of default and could lead the
partnership to file for bankruptcy protection.  TPG-Austin also
needs funding to cover capital expenditures, leasing commissions
and potential debt service shortfalls.

Moody's notes that the $193 million senior secured term loan is
secured by a first priority interest in three of the suburban
assets and an equity interest in the remaining seven assets.
Given that the transaction was underwritten near the peak of the
current real estate cycle, Moody's does not expect that there
would be any equity value ascribed to the term loan in the event
of bankruptcy.  The direct support from the three mortgaged
properties was valued at about $130 million in June 2007, or 68%
of the term loan's value, but would also likely be significantly
less in a distressed situation given the current capital markets
and economic outlook.  Moody's notes that these three assets were
75% leased as of 3Q08 versus 88% for the overall portfolio.  The
assets are located in the northwestern suburbs, which are
currently experiencing an influx of new supply that will likely
make achieving further occupancy gains challenging. Furthermore,
if TPG-Austin is not successful in obtaining external funding for
cap ex needs, Moody's expects property operations would be
adversely impacted.

Moody's review for downgrade reflects the uncertainty of TPG-
Austin's ability to manage through its funding needs in the near
term.  A return to a stable outlook is predicated upon the
partnership obtaining external funding sufficient to cover its
upcoming property taxes, capital expenditures, and potential
interest payment shortfalls.  Moody's would downgrade TPG-Austin's
ratings if the partnership were to file for bankruptcy protection
and/or fail to obtain capital for immediate funding needs, and if
there were to be any material deterioration in operating cash flow
that would result in fixed charge coverage below 1x.

These ratings were downgraded and remain on review for downgrade:

  * TPG-Austin Portfolio Holdings LLC -- secured term loan to
    Caa2, from B1, secured credit facility to Caa2, from B1, and
    corporate family rating to Caa2, from B1.

Moody's last rating action with respect to TPG-Austin Portfolio
Holdings LLC was on July 10, 2007, when Moody's assigned a first-
time corporate family rating and senior secured ratings of B1.


TWIN REEFS: Syncora's Nonpayment of Interest Cues S&P's 'C' Rating
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on Twin
Reefs Pass-Through Trust (Twin Reefs) to 'C' from 'CCC-' following
Syncora Guarantee Inc.'s missed interest payment on its series B
perpetual noncumulative preference shares.  The rating reflects
the rating on the series B preferred shares held by Twin Reefs.

The rating action is the result of the company's inability to make
dividend payments due to regulatory restrictions.  Standard &
Poor's definition of its 'C' rating includes issues on which cash
coupon payments have been deferred, eliminated, or, in some cases,
paid in kind, as permitted under the terms of the issue.


VOTORANTIM CEMENT: Moody's Affirms 'Ba1' Corporate Family Rating
----------------------------------------------------------------
Moody's Investors Service revised Votorantim Cement North America,
Inc.'s ("VCNA") ratings outlook to stable from positive.  VCNA's
Ba1 corporate family rating, Ba1 rating for its $150 million
senior secured revolving credit facility, and Ba1 rating for its
$425 million senior secured term loan facility were affirmed.

The stabilization of VCNA's outlook reflects deteriorating
conditions in the building materials industry, exacerbated by
severe falloff in demand across all the sectors of construction
activity, as well as declining pricing conditions across all
building materials, and resulting weakening in earnings generation
and cash flow metrics at VCNA.  The outlook revision also reflects
the stabilization of the ratings outlook to stable for Votorantim
Participacoes S.A., the parent of VCNA.

VCNA's Ba1 corporate family rating continues to be supported by
the importance of VCNA to its parent, VPar, and its inclusion as a
material subsidiary in VPar's notes documentation, which contains
cross default and cross acceleration language to its wholly-owned
subsidiary liabilities of more than US$25 million, however, there
are no formal guarantees in place.  VPar has, over the past year,
evidenced its support of VCNA in the form of debt-to-equity
conversions as well as common equity contributions.

Moody's last rating action for VCNA was on September 14, 2007,
when the company's senior secured bank facility ratings were
upgraded to Ba1 from Ba2, Ba1 corporate family rating and a
positive outlook were assigned.

Toronto-based VCNA is the North American holding company for
Votorantim Cimentos' operations in the United States and Canada,
operating primarily in the Great Lakes and Florida regions.  VCNA
and VC are ultimately owned by the Votorantim Group in Brazil.
The company's shipments in 2007 consisted of 5.1 million tons of
cement, 2.5 million cubic meters of ready-mix and 7.6 million tons
of aggregates.  In the LTM period ending September 30, 2008, VCNA
generated over $1 billion in revenues.

Votorantim Participa‡?es S.A. is the holding company of one of
Brazil's largest conglomerates with a diverse business portfolio
that includes banking, metals and mining, pulp and paper, cement,
agribusiness, and chemicals.  VPAR reported consolidated net
revenues of US$17,723 million in the last twelve months ended on
June 30, 2008, of which some 73% were generated by the group's
industrial activities and 27% by its fast-growing financial arm
represented by Banco Votorantim S.A. (rated Baa1, outlook stable).


WACHOVIA BANK: Moody's Downgrades Ratings on Eight Classes
----------------------------------------------------------
Moody's Investors Service downgraded the ratings of eight classes
and affirmed 20 classes of Wachovia Bank Commercial Mortgage
Trust, Commercial Mortgage Pass-Through Certificates, Series 2007-
C31:

  -- Class A-1, $32,387,446, affirmed at Aaa; previously assigned
     Aaa on 5/29/2007

  -- Class A-2, $663,472,000, affirmed at Aaa; previously assigned
     Aaa on 5/29/2007

  -- Class A-3, $188,934,000, affirmed at Aaa; previously assigned
     Aaa on 5/29/2007

  -- Class A-PB, $85,402,000, affirmed at Aaa; previously assigned
     Aaa on 5/29/2007

  -- Class A-4, $1,025,478, affirmed at Aaa; previously assigned
     Aaa on 5/29/2007

  -- Class A-5, $250,000,000, affirmed at Aaa; previously assigned
     Aaa on 5/29/2007

  -- Class A-5FL, $500,000,000, affirmed at Aaa; previously
     assigned Aaa on 5/29/2007

  -- Class A-1A, $1,326,755,149, affirmed at Aaa; previously
     assigned Aaa on 5/29/2007

  -- Class A-M, $584,547,000, affirmed at Aaa; previously assigned
     Aaa on 5/29/2007

  -- Class A-J, $460,331,000, affirmed at Aaa; previously assigned
     Aaa on 5/292007

  -- Class X, Notional, affirmed at Aaa; previously assigned Aaa
     on 5/29/2007

  -- Class B, $36,534,000, affirmed at Aa1; previously assigned
     Aa1 on 5/29/2007

  -- Class C, $73,068,000, affirmed at Aa2; previously assigned
     Aa2 on 5/29/2007

  -- Class D, $73,069,000, affirmed at Aa3; previously assigned
     Aa3 on 5/29/2007

  -- Class E, $29,227,000, affirmed at A1; previously assigned A1
     on 5/29/2007

  -- Class F, $51,148,000, affirmed at A2; previously assigned A2
     on 5/29/2007

  -- Class G, $58,454,000, affirmed at A3; previously assigned A3
     on 5/29/2007

  -- Class H, $80,376,000, affirmed at Baa1; previously assigned
     Baa1 on 5/29/26/2007

  -- Class J, $51,147,000, affirmed at Baa2; previously assigned
     Baa2 on 5/29/2007

  -- Class K, $65,762,000, affirmed at Baa3; previously assigned
     Baa3 on 5/29/2007

  -- Class L, $29,227,000, downgraded to Ba2 from Ba1; previously
     assigned Ba1 on 5/29/2007

  -- Class M, $14,614,000, downgraded to Ba3 from Ba2; previously
     assigned Ba2 on 5/29/2007

  -- Class N, $21,921,000, downgraded to B1 from Ba3; previously
     assigned Ba3 on 5/29/2007

  -- Class O, $14,614,000, downgraded to B2 from B1; previously
     assigned B1 on 5/29/2007

  -- Class P, $14,613,000, downgraded to B3 from B2; previously
     assigned B2 on 5/29/2007

  -- Class Q, $14,614,000, downgraded to Caa1 from B3; previously
     assigned B3 on 5/29/2007

  -- Class S, $7,306,000, downgraded to Caa2 from Caa1; previously
     assigned Caa1 on 5/29/2007

  -- Class T, $14,614,000, downgraded to Caa3 from Caa2;
     previously assigned Caa2 on 5/29/2007

Moody's downgraded Classes L, M, N, O, P, Q, S and T due to the
decline in performance of the Peter Cooper Village - Stuyvesant
Town Loan, anticipated losses from specially serviced loans and
concerns about the transaction's high office and hotel exposure.
At securitization, the PCV-ST Loan had an investment grade
underlying rating, but Moody's downgraded the rating due to the
decline in property performance.  Moody's current underlying
rating for this loan is Ba3 compared to Baa3 at securitization.

The pool's exposure to office and hotel is 41% and 15%,
respectively.  The office sector in many markets is weakening with
the downturn in the economy.  Hotel assets have recently
experienced declines in performance due to the drop in business
and leisure travel.  Further weakeness is expected in the hotel
industry.

As of the November 18, 2008 distribution date, the transaction's
aggregate certificate balance has decreased by less than 1% to
$5.83 billion from $5.84 billion at securitization.  The
Certificates are collateralized by 379 mortgage loans ranging in
size from less than 1% to 9% of the pool, with the top 10 loans
representing 47% of the pool.  The pool contains one loan,
representing 3% of the pool, with an investment grade underlying
rating.

The pool has not experienced any losses since securitization.
There are two loans, representing less than 1% of the pool,
currently in special servicing.  Moody's is currently estimating
an aggregate $7 million loss for the specially serviced loans.
Fifty-five loans, representing 21% 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 partial and full-year year 2007 and
partial-year 2008 operating results for 88% and 77% of the pool,
respectively.  Moody's weighted average conduit loan to value
ratio is 121% compared to 119% at securitization.

The loan with the underlying rating is the Hyatt Regency Grand
Cypress Loan ($185.7 million -- 3.2%), which is secured by a 750-
room resort hotel property located in Orlando, Florida.  The
property is 100% leased to Global Hyatt Corporation ("Hyatt";
senior unsecured bank credit rating Baa1, stable outlook) under a
30-year triple-net lease.  Moody's underlying rating is tied to
the rating of Hyatt.  The loan has amortized 7% since
securitization.  Moody's current underlying rating is Baa2, the
same as at securitization.

The Peter Cooper Village - Stuyvesant Town Loan ($247.7 million --
4.3%) represents a pari passu interest in a $3.0 billion first
mortgage loan.  The loan is secured by two adjacent multifamily
apartment complexes totaling 11,227 units located on the east side
of Manhattan.  The borrower is pursuing a comprehensive renovation
of the property and conversion of rent regulated units to market
rents.  However, progress has been slower than expected.  As of
September 2008, approximately 36.9% of the apartments were at
market rate, compared to 28.5% at securitization.  In addition to
the delay in converting apartments, operating expenses have been
higher than projected, largely due to utility expenses and repairs
and maintenance expenses associated with upgrading apartments upon
tenant lease expirations.  At securitization, a $400.0 million
interest reserve and a $190.0 million general reserve were
established to cover interest shortfalls.  As of September 2008,
approximately $200.0 million of these reserves remain.  At the
present pace of the conversion program, it is expected that the
reserves will be depleted by the end of the third quarter of 2009.

The loan is on the servicer's watchlist due to low debt service
coverage.  The loan sponsors are Tishman Speyer and BlackRock
Realty Advisors.  In addition to the first mortgage loan, there is
a $1.4 billion mezzanine loan secured by a pledge of equity
interests in the borrower.  Moody's current valuation of this loan
reflects a slower rate of conversion of units to market rates,
higher operating expenses and a lower market rental growth rate.
Moody's underlying rating is Ba3 compared to Baa3 at
securitization.

The three largest conduit loans represent 23.1% of the pool.  The
largest loan is the Five Times Square Loan ($536.0 million --
9.2%), which is secured by a 550,000 square foot office building
located in Midtown Manhattan, New York.  The property has
maintained 100% occupancy since securitization.  The office
component, which represents 97% of the total building NRA, is
leased to Ernst and Young through 2022 and serves as their U.S.
World Headquarters.  Property performance has been adversely
impacted by higher operating expenses.  The loan is interest only
for the full 10-year term.  Moody's LTV is 134% compared to 130%
at securitization.
The second largest loan is the Beacon Seattle & DC Portfolio
($414.0 million -- 7.1%), which represents a pari passu interest
in a $2.7 billion first mortgage loan.  The loan is secured by 20
office properties located in Washington, Virginia and Washington,
DC.  The buildings range from 103,000 to 1.1 million square feet
and total 9.8 million square feet.  The loan is on the servicer's
watchlist for low debt service coverage.  Property performance has
been adversely impacted by increased operating expenses and lower
rental revenue.  The loan is interest only for the entire five
year term.  Moody's LTV is 158% compared to 154% at
securitization.

The third largest loan is the 666 Fifth Avenue Loan
($395.0 million -- 6.8%), which is secured by a 1.5 million square
foot Class A office building located in the Midtown office
submarket of Manhattan.  The property was 88% occupied as of
September 2008 compared to 98% at securitization.  The largest
tenants are Citibank, who occupies 25% of the premises through
August 2014 and Orrick, Herrington & Sutcliff, which occupies 16%
of the property through March 2010.  Property performance has been
adversely impacted by a decline in the occupancy rate from 98% to
88%. The loan is interest only for the entire 10-year term.
Moody's LTV is 130% compared to 125% at securitization.

Moody's monitors transactions on both a monthly basis through two
sets of quantitative tools: MOST(R) (Moody's Surveillance Trends)
and CMM on Trepp, and a periodic basis through a full review.
Moody's prior full review is summarized in a Pre-Sale Report dated
May 3, 2007.


WACHOVIA BANK: Moody's Reviews Ratings for Possible Downgrade
-------------------------------------------------------------
Moody's Investors Service placed 11 classes of Wachovia Bank
Commercial Mortgage Trust 2006-WHALE 7 under review for possible
downgrade:

  -- Class C, $94,972,000, Placed Under Review for Possible
     Downgrade; previously on September 8, 2006 Assigned Aa2

  -- Class KH-1, $68,992,037, Placed Under Review for Possible
     Downgrade; previously on September 8, 2006 Assigned Baa3

  -- Class KH-2, $54,054,700, Placed Under Review for Possible
     Downgrade; previously on September 8, 2006 Assigned Ba1

  -- Class WA, $3,300,000, Placed Under Review for Possible
     Downgrade; previously on November 8, 2007 Assigned Ba3

  -- Class BP-1, $2,021,238, Placed Under Review for Possible
     Downgrade; previously on January 31, 2008 Assigned Ba1

  -- Class BP-2, $2,189,674, Placed Under Review for Possible
     Downgrade; previously on January 31, 2008 Assigned Ba2

  -- Class MB-1, $2,300,000, Placed Under Review for Possible
     Downgrade; previously on September 8, 2006 Assigned Baa1

  -- Class MB-2, $2,600,000, Placed Under Review for Possible
     Downgrade; previously on September 8, 2006 Assigned Baa2

  -- Class MB-3, $2,600,000, Placed Under Review for Possible
     Downgrade; previously on September 8, 2006 Assigned Baa3

  -- Class MB-4, $2,500,000, Placed Under Review for Possible
     Downgrade; previously on September 8, 2006 Assigned Ba1

  -- Class CM, $1,200,000, Placed Under Review for Possible
     Downgrade; previously on January 31, 2008 Assigned Ba3

Moody's is placing pooled Class C and non-pooled Classes KH-1,
KH-2, WA, BP-1, BP-2, MB-1, MB-2, MB-3, MB-4 and CM on review for
possible downgrade due to expected weakness in the pool's hotel
exposure (81.4% of the pooled trust balance) and the recent
monetary default of the Westin Aruba Loan.

The Kyo-ya Hotel Pool Loan ($932.4 million -- 39.1% of the pooled
trust balance) is secured by six full-service hotels containing
5,231 guestrooms.  The hotels are located in Hawaii and San
Francisco.  Two properties located in Orlando, Florida were
released in 2007.  There is a $123.0 million trust junior
component which supports non-pooled Classes KH-1 and KH-2, a
$50 million non-trust junior component and a $700.0 million non-
trust mezzanine component.  According to Smith Travel Research,
Oahu's October 2008 Revenue per Available Room was down 4.3% from
October 2007.

The Boca Resorts Hotel Pool Loan ($652.0 million -- 27.4% of the
pooled trust balance) is secured by five full-service hotels
containing 2,318 guestrooms and a golf club.  The hotels are
located in Florida.  There is a $148.0 million trust junior
component which supports non-pooled Classes BH-1, BH-2, BH-3 and
BH-4 (not rated by Moody's), a $100 million non-trust junior
component and a $175.0 million non-trust mezzanine component.
According to Smith Travel Research, Florida's October 2008 RevPAR
was down 8.1% from October 2007.

Both hotel pools were undergoing significant capital projects to
rebrand and/or reposition the assets in their respective markets.
Unfortunately, the slowing U.S. economy has led to reduced
corporate and leisure demand which coincided with the completion
of their capital projects.  High-end destination resort properties
are showing greater weakness in performance than other hotel
types.  Moody's anticipate hotel properties will remain under
stress.

The Westin Aruba Resort and Spa Loan ($96.7 million -- 4.1% of the
pooled trust balance) is the fifth largest loan in the pool.
There is a $3.3 million trust junior component which supports non-
pooled Class WA, a $130.0 million non-trust junior component and a
$19.5 million non-trust mezzanine component.  The loan was
previously transferred to special servicing and then transferred
back to the master servicer in 2007 when the initial borrower was
replaced by the mezzanine lender, Petra Capital Management.  On
December 11 2008, the master servicer sent notice of monetary
default to the borrower.

In the coming weeks, Moody's will conduct a detailed review of the
financial performance of the assets in the pool.

Moody's monitors transactions on both a monthly basis through two
sets of quantitative tools: MOST(R) (Moody's Surveillance Trends)
and CMM on Trepp, and a periodic basis through a full review.
Moody's prior full review is summarized in a press release dated
November 8, 2007.


WACHOVIA BANK: Moody's Downgrades Ratings on $300 Mil. Class Notes
------------------------------------------------------------------
Moody's Investors Service downgrades six classes and affirms 14
classes of Wachovia Bank Commercial Trust, Series 2007-ESH:

  -- Class A-1, $600,000,000, affirmed at Aaa
  -- Class A-2FL, $121,000,000, affirmed at Aaa
  -- Class A-2FX, $279,000,000, affirmed at Aaa
  -- Class A-3, $800,000,000, affirmed at Aaa
  -- Class A-4FL, $250,000,000, affirmed at Aaa
  -- Class A-4FX, $525,000,000, affirmed at Aaa
  -- Class X-A, $700,000,000l, affirmed at Aaa
  -- Class X-B, $700,000,000, affirmed at Aaa
  -- Class B, $125,360,000, affirmed at Aa1
  -- Class C-FL, $85,860,000, affirmed at Aa2
  -- Class C-FX, $91,980,000, affirmed at Aa2
  -- Class D, $107,640,000, affirmed at Aa3
  -- Class E, $114,160,000, affirmed at A1
  -- Class F, $124,520,000, affirmed at A2
  -- Class G, $131,040,000, downgraded to Baa1 from A3
  -- Class H, $130,440,000, downgraded to Baa2 from Baa1
  -- Class J, $100,000,000, downgraded to Baa3 from Baa2
  -- Class K, $214,000,000, downgraded to Ba2 from Baa3
  -- Class L, $200,000,000, downgraded to Ba3 from Ba1
  -- Class M, $100,000,000, downgraded to B1 from Ba2

Moody's is downgrading Class G through Class M due to
deteriorating pool performance.  Moody's loan to value ratio for
the trust is 94.6% compared to 87.6% at securitization.

The transaction is secured by a first priority lien on floating-
and fixed-rate mortgage loans secured by 664 owned hotels and 17
hotels subject to a capital lease totaling 75,976 guestrooms, one
land parcel and one office building.  The 681 hotels operate under
five brands, and are located in 44 states and two provinces in
Canada.  The trust balance is $4.1 billion. The loan has
additional debt in the form of mezzanine loans totaling
$3.3 billion.

The properties in the pool are classified as lower-tier extended
stay hotels by Smith Travel Research.  A typical extended stay
product offers in-room kitchenette, weekly maid service, and lower
rates compared to those of comparable full- and limited-service
hotels.  By eliminating the amenities and services typical of
traditional hotels and achieving longer guest length of stay,
extended stay hotels generate profit margins which are
significantly higher than those of both full- and limited-service
hotels.  This provides greater cushion to withstand net cash flow
declines in times of stress than transient hotels.

The current recessionary environment is having a negative impact
on lodging demand in general. Not unlike the decline in demand in
the 2001 and 2002 period, the higher price segment properties that
cater to mostly corporate and high-end leisure demand are showing
signs of greater weakness.  The majority of demand for the
collateral pool is comprised of corporate customers who require
temporary housing.  The decrease in corporate profits and capital
investment projects are expected to continue to put negative
pressure on this segment.

Smith Travel Research reports that total U.S. Revenue per
Available Room decreased by 0.3% during the first ten months of
2008 compared to the same period in 2007.  However, total U.S.
RevPAR decreased by 7.0 % in October 2008 compared to October
2007.  According to Smith Travel Research, the Preliminary
November 2008 RevPAR Percent Change compared to November 2007 is
expected to be between -12% and -14%.  Moody's anticipates
continued deterioration in lodging performance.

The portfolio's RevPAR decreased 4.6% from $40.49 to $38.61 for
the first ten months of 2008 over the same period in 2007.  The
portfolio's NCF decreased 8.8% from $463.6 million to
$423.0 million for the first ten months of 2008 over the same
period in 2007.  The portfolio's 2006 and trailing twelve months
ending May 2007 net cash flows were $502.6 million and
$518.1 million, respectively.  Moody's net cash flow at
securitization was $513.9 million.  Moody's capitalization rate
was 11.0%, and this resulted in a Moody's value of $4.7 billion.
Based on a current estimated net cash flow of $476.5 million and
an 11.0% capitalization rate, Moody's current value is
$4.3 billion.


WCA WASTE: S&P Keeps 'B' Corporate Credit Rating; Outlook Stable
----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Houston-
based WCA Waste Corp. to stable from positive.  At the same time,
Standard & Poor's affirmed all the ratings, including the 'B'
corporate credit rating, on WCA Waste.

The outlook revision reflects WCA's highly leveraged financial
profile with somewhat diminished cushion under financial covenants
amidst a slowing economic environment.  S&P does not expect the
company's earnings prospects to improve meaningfully in the near
term to justify a positive outlook and are now more concerned that
deterioration in business conditions could further erode the
covenant cushions, potentially requiring another amendment and
resulting in higher interest expenses and fees.

Steady revenue streams from acquired landfills and collection
operations, a decent market presence in the South, and pricing
flexibility should stabilize operating results and offset declines
in the construction and demolition waste stream.  If lower-than-
expected financial performance or imprudent use of cash impacts
WCA's ability or willingness to pay down debt and to increase
cushion under financial covenants, S&P could revise the outlook to
negative or lower the ratings.  S&P could also revise the outlook
to positive if stabilization in the end markets bolsters credit
metrics, adds more comfort to prospective covenant compliance, and
WCA remains committed to the preservation of credit quality.


WELLSTONE AT CRAIG: Files for Chapter 11 to Get Mortgage Released
-----------------------------------------------------------------
Katherine Cromer Brock at Dallas Business Journal reports that
Wellstone at Craig Ranch III LLC has filed for Chapter 11
protection in the U.S. Bankruptcy Court for the Eastern District
of Texas.

Wellstone at Craig's owner John B. Lowery said that he is filing
for Chapter 11 protection, hoping that the Court will force
Cornerstone Ministries Investments Inc. to release its mortgage
from the property.

Cumming, Georgia-based Wellstone at Craig Ranch III, LLC, filed
for Chapter 11 protection on Dec. 1, 2008 (Bankr. E. D. Texas Case
No. 08-43248).  John Y. Bonds, III, Esq., at Shannon, Gracey,
Ratliff & Miller represents the company in its restructuring
effort.  The company listed assets of $1,000,000 to $10,000,000
and debts of $1,000,000 to $10,000,000.


WEST HAWK ENERGY: Files for Chapter 11 Protection in Colorado
-------------------------------------------------------------
Court documents say that West Hawk Energy USA LLC has filed for
Chapter 11 bankruptcy protection in the U.S. Bankruptcy Court for
the District of Colorado.

Denver Business Journal relates that West Hawk Development's
assets include its Figure Four natural gas project with Petrobras-
Petroleo Brasileiro SA in the Piceance Basin.  The report states
that West Hawk Development had been in talks with Petrobras-
Petroleo Brasileiro to jointly develop the property.  Petrobras-
Petroleo Brasileiro had decided to put the project on hold, the
report says, citing West Hawk Development.

According to Denver Business, West Hawk Development said that West
Hawk Development has also been involved in a credit situation
involving Fuselier Holdings LLC of Texas, which assumed
$10.6 million of West Hawk Development's debt earlier this year.
Denver Business relates that West Hawk Development said on Dec. 4
that Fuselier defaulted on promised payments to its creditors.
Citing officials, Denver Business says that West Hawk would be
liable to creditors for the rest of the debt, estimated at
$10.3 million.

Denver Business quoted West Hawk Development as saying, "The
company is taking all possible measures to reduce costs and
preserve its cash."

The Hon. Michael Romero handles West Hawk Development's bankruptcy
case, Denver Business states.

West Hawk Energy USA LLC is headquartered in Denver, Colorado. The
company is a subsidiary of Englewood, Canada-based West Hawk
Development Corp.


WINDSOR FINANCING: S&P Downgrades Rating on $268.5MM Bonds to 'BB'
------------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its rating on
Windsor Financing LLC's $268.5 million 5.881% senior secured bonds
due 2017 ($206.1 million outstanding) to 'BB' from 'BBB-'.  S&P
also lowered to 'B' its 'BB' rating on the company's $52 million
6.927% subordinated secured notes due 2016 ($39.3 million
outstanding).  The outlook remains negative. S&P revised the
recovery rating on the subordinate notes to '6' from '5'.  The '6'
indicates negligible (0%-10%) recovery of principal in case of
payment default).  The recovery rating on the senior bonds is '3',
indicating meaningful (50%-70%) recovery if a payment default
occurs.

"The downgrades reflect Windsor Financing LLC's low debt service
coverage in 2008 and budgeted 2009, and continuing exposure to
operational difficulties caused by poor fuel quality, higher than
expected capacity factors causing increased wear, coal production,
transportation and delivery issues, and higher than anticipated
substitute power expenses," said Standard & Poor's credit analyst
Matthew Hobby.

Windsor is a single-purpose entity created to refinance three 110
MW (nameplate) coal-fired cogeneration plants, Spruance I and II
in Richmond, Virginia and Edgecombe in Rocky Mount, North
Carolina.  The plants began commercial operations in 1992 and
1990, respectively.  The three plants sell their power to the
public utility Virginia Electric & Power Co. (VEPCo; A-/Stable/A-
2) through power purchase agreements.  Spruance generates a
significant amount of revenue from selling steam to E.I. Dupont de
Nemours & Co. (A/Stable/A-1).  Edgecombe generates a small amount
of revenue from selling steam to Hospira Inc. (BBB/Stable/--).
Cogentrix Energy LLC (not rated) formed Windsor in January 2006 as
a wholly owned subsidiary.  In November 2007, Cogentrix sold 20%
of its equity interest in Windsor to Calypso Energy Holdings LLC
(owned by Cogentrix) and sold 80% of its equity interest in
Windsor to EIF Calypso LLC.  The diversity of ownership is
sufficient to prevent the credit rating of its two owners from
constraining the Windsor project rating.

The negative outlook reflects S&P's expectation that, as a result
of continuing operational pressure, Windsor's debt service
coverage levels will remain low in 2009 and possibly beyond,
reducing its liquidity.  Because the project benefits from a PPA
with a highly-rated counterparty, resolution of the fuel quality
and delivery problems and return to historic coverage levels of
about 1.40x could result in the rating returning to 'BBB-'.
However, continued low coverage levels and declining liquidity
could result in a rating downgrade.  Because the Windsor portfolio
consists solely of coal plants, significant new carbon taxes could
also result in a rating downgrade.


WOLVERINE TUBE: Moody's Cuts Corporate Family Rating at 'Caa3'
--------------------------------------------------------------
Moody's Investors Service downgraded Wolverine Tube Inc.'s ratings
(including its corporate family rating to Caa3 from Caa2).  The
ratings outlook remains negative.

The downgrade reflects increasing refinancing risk ahead of
substantial debt maturities in early 2009.  While WLV continues to
execute on the recapitalization plan announced on February 1, 2007
and believes it will be able to execute on its refinancing plan,
in Moody's opinion, the refinancing risk has been heightened by
the adverse credit market conditions.  This is compounded by
Moody's view that the company's ability to raise capital through
asset sales is very limited due to the numerous divestitures over
the last several years.  From the business profile perspective,
Moody's remains concerned about the company's future operating
prospects and continued fundamental deterioration given that some
of WLV's copper tubing products are used in residential heating,
ventilation and air-conditioning, refrigeration, and appliances.
Finally, Moody's notes the lack of adequate financial information
in light of the delayed third quarter filing and the need to
restate the second quarter information.

These ratings were impacted by the action:

  -- Corporate Family Rating lowered to Caa3 from Caa2

  -- Probability of Default Rating lowered to Caa3 from Caa2

  -- 10.5% guaranteed senior unsecured notes due 2009 lowered to
     Ca (LGD 4; 68%) from Caa3 (LGD4; 63%)

  -- Outlook remains negative

The prior rating action for Wolverine Tube, Inc. was on
November 20, 2007, when Moody's confirmed the company's Caa2
corporate family rating and assigned a negative outlook.

Wolverine Tube, Inc.'s ratings were assigned by evaluating factors
Moody's believes are relevant to the credit profile of the issuer,
such as i) the business risk and competitive position of the
company versus others within its industry, ii) the capital
structure and financial risk of the company, iii) the projected
performance of the company over the near to intermediate term, and
iv) management's track record and tolerance for risk.  These
attributes were compared against other issuers both within and
outside of Wolverine Tube, Inc.'s core industry and Wolverine Tube
Inc.'s ratings are believed to be comparable to those of other
issuers of similar credit risk.

Wolverine Tube, Inc., headquartered in Huntsville, Alabama, is
U.S. manufacturer and distributor of copper alloy tube, fabricated
products, and metal joining products for use in various
applications including refrigeration and air conditioning.  The
company generated over $1.2 billion of revenues in 2007.


WORKSTREAM INC: Aug. 31 Balance Sheet Upside Down by $3.9 Million
-----------------------------------------------------------------
Workstream Inc.'s August 31, 2008, balance sheet showed total
assets of $25,919,013 and total of liabilities of $29,842,223,
resulting in total stockholders' deficit of $3,923,210.

For the three months ended August 31, 2008, the company reported a
net loss of $2,051,582, on revenues of $4,935,434.

Steve Purello, president and chief executive officer, and Jay
Markell, chief financial officer, relate that the company has
experienced net losses, which have caused an accumulated deficit
of approximately $134,000,000 as of August 31, 2008.  "In
addition, we have consumed net cash used in operating activities
of approximately $2,000,000 for the quarter ended August 31, 2008.
We will require additional funds to sustain and expand our current
business, and to continue implementing our business plan. These
factors raise substantial doubt about our ability to continue as a
going concern."

"Our independent auditors have expressed substantial doubt about
our ability to continue as a going concern, which may hinder our
ability to obtain future financing," Mr. Purello and Mr. Markell
said.

According to Mr. Purello and Mr. Markell, "Due to significant
reductions in operating expenses and a solid strategic direction,
developed in the fourth quarter of fiscal 2008, management
believes the current liquidity will be sufficient to meet its
anticipated working capital and capital expenditure requirements.
The most significant contributor to the loss incurred in fiscal
2009 was lower out placement sales, for the Career Networks
segment, due to current economic situation.  Based on an analysis
of our current contracts, forecasted new business and our current
backlog, management believes the Company will meet its cash flow
needs for fiscal 2009. In addition, management is committed to
holding costs down if the projected revenue increases do not
materialize. We recognize that there are no assurances that the
Company will be successful in meeting its cash flow requirements,
however, management is confident that, if necessary, there are
other alternatives available to fund operations and meet cash
requirements during fiscal 2009."

"While management believes that the anticipated improvement in
operating cash flows together with our current cash reserves will
be sufficient to meet our working capital and capital expenditure
requirements through at least May 31, 2009, we are exploring other
alternatives to assist in the funding of our business."

Headquartered in Ontario, Canada, Workstream, Inc (NASDAQ:WSTM) --
http://www.workstreaminc.com/-- provides on-demand compensation,
performance and talent management solutions and services that
help companies manage the entire employee lifecycle - from
recruitment to retirement.  Workstream's TalentCenter provides a
unified view of all Workstream products and services including
Recruitment, Performance, Compensation, Development and
Transition.  Access to TalentCenter is offered on a monthly
subscription basis under an on-demand software delivery model
to help companies build high performing workforces, while
controlling costs. With offices across North America, Workstream
services customers including Chevron, The Gap, Home Depot, Kaiser
Permanente, Motorola, Nordstrom, VISA and Wells Fargo.


XL CAPITAL: Moody's Downgrades Preferred Stock Ratings to 'Ba1'
---------------------------------------------------------------
Moody's Investors Service has downgraded the senior debt rating of
XL Capital Ltd to Baa2 from Baa1 and the insurance financial
strength ratings of XL's insurance and reinsurance operating
subsidiaries to A2 from A1.  This rating action concludes a review
for possible downgrade that was initiated on October 23, 2008
following XL's release of preliminary third quarter results.  The
outlook for the ratings is negative.

According to Moody's, the downgrade reflects three principal
concerns: (1) the company's reduced financial flexibility and
operating companies' pressure on capital adequacy as a result of
the significant unrealized losses in its investment holdings, (2)
anticipated weakness in profitability over the medium term, and 3)
elevated risk of a deterioration in market position.

XL's ratings reflect the group's overall good market positions in
its principal operating segments as well as its diversified
earnings streams by geography and line of business.  The ratings
also reflect the company's sound liquidity and capitalization at
its flagship Bermuda operating subsidiaries (where the majority of
XL's capital resides) as well as its solid core underwriting
performance.

These fundamental strengths are tempered by the intrinsic
volatility of XL's reinsurance businesses and certain insurance
lines, the company's exposure to natural catastrophes, significant
financial leverage, and past volatile profitability.  The negative
outlook reflects Moody's concerns regarding XL's ability to
sustain its position as a leading global insurance and reinsurance
provider given current market stress, and to generate consistent
profitability to cover its high fixed charges.

XL's ratings could be downgraded further if prospective organic
capital generation declines due to materially lower profits (e.g.
returns on equity consistent in mid single digits), if material
additional realized investment losses and impairments are
sustained or deemed likely to occur over the next several quarters
(e.g., in excess of $1 billion pre-tax), or if the company's
franchise value in terms of new business and retention of existing
business weakens.  Conversely, the outlook could be moved to
stable if XL stabilizes its franchise; successfully transitions
under its new management team to a simpler organization; generates
interest coverage above five times; and financial flexibility,
earnings, and capitalization stabilizes.

These ratings were downgraded and assigned a negative outlook:

  * XL Capital Ltd -- senior unsecured debt to Baa2 from Baa1;
    preferred stock to Ba1 from Baa3; senior unsecured shelf to
    (P)Baa2 from (P)Baa1; subordinated shelf to (P)Baa3 from
    (P)Baa2; preferred stock shelf to (P)Ba1 from (P)Baa3;

  * XL Capital Trust I, II, III -- trust preferred securities \
    shelf to (P)Baa3 from (P)Baa2;

  * XL Capital Finance (Europe) plc -- senior unsecured debt to
    Baa2 from Baa1; senior unsecured shelf to (P)Baa2 from
    (P)Baa1;

  * Stoneheath Re -- preferred stock to Ba1 from Baa3;

  * XL Insurance (Bermuda) Ltd -- insurance financial strength
    ratings to A2 from A1;

  * XL Insurance Company Limited -- insurance financial strength
    ratings to A2 from A1;

  * XL Insurance Switzerland -- insurance financial strength
    ratings to A2 from A1;

  * XL Re Ltd -- insurance financial strength ratings to A2 from \
    A1;

  * XL Reinsurance America Inc. -- insurance financial strength
    ratings to A2 from A1;

  * Indian Harbor Insurance Company -- insurance financial
    strength ratings to A2 from A1;

  * Greenwich Insurance Company -- insurance financial strength
    ratings to A2 from A1;

  * XL Specialty Insurance Company -- insurance financial strength
    ratings to A2 from A1;

  * XL Insurance Company of New York, Inc. -- insurance financial
    strength ratings to A2 from A1;

  * XL Life Insurance and Annuity Company -- insurance financial
    strength ratings to A2 from A1;

  * XLLIAC Global Funding -- backed medium term notes to A2 from
    A1;

  * Premium Asset Trust Series 2004-9 -- senior secured to A2 from
    A1.

XL Capital Ltd, headquartered in Hamilton, Bermuda, is a leading
provider of insurance and reinsurance coverages through its
operating subsidiaries to industrial, commercial and professional
service firms, insurance companies and other enterprises on a
worldwide basis.  As of September 30, 2008, XL Capital Ltd had
consolidated assets of $50.8 billion and shareholders' equity of
$8.7 billion.

The last rating action occurred on November 14, 2008 when Moody's
rated XL's Series C preference shares Baa3 and placed them on
review for possible downgrade.

Moody's insurance financial strength ratings are opinions of the
ability of insurance companies to pay punctually senior
policyholder claims and obligations.


YARI FILM: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Yari Film Group Releasing LLC
        10850 Wilshire Blvd., 6th Floor
        Los Angeles, CA 90024

Bankruptcy Case No.: 08-32208

Type of Business: The Debtor makes entertainment films.

                  See: http://www.yarifilmgroup.com/

Chapter 11 Petition Date: December 19, 2008

Bankruptcy Court: United States Bankruptcy Court
                  Central District of California (Los Angeles)

Bankruptcy Judge: Vincent P. Zurzolo

Debtor's Counsel: David B. Golubchik, Esq.
                  dbg@lnbrb.com
                  Levene Neale Bender Rankin & Brill LLP
                  10250 Constellation Blvd., Ste. 1700
                  Los Angeles, CA 90067
                  Tel: (310) 229-1234

Estimated Assets: $1 million to $10 million

Estimated Debts: $10 million to $50 million

The Debtor's Largest Unsecured Creditors:


   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Palisades Media Group Inc.     trade             $13,978,203
1620 26th St., Sulte 2050 N.
Santa Monica, CA 90404

De Luxe Labs                   trade             $2,058,505
File 56479
Los Angeles, CA 90074-6479

Posterscope USA                trade             $1,507,615
Wachovia Bank/Posterscope
Lockbox 18795
PO Box 19795
Newark, NJ 07191-8795

The Cimarron Group             trade             $867,775
FBO YFG/The Cimarron
Group
Case #BC388447

Allied Advertising Limited     trade             $504,452
Partnership
Allied Advertising, 11th Floor
545 Boylston Street
Boston, MA 02116

Access Integrated              trade             $238,300

OTX Corporation                trade             $233,333

Alloy Access                   trade             $140,304

Regal Entertainment Group      trade             $133,450

The Power Summit               trade             $112,500

Open Road Entertainment        trade             $111,651

NCC - National Cable           trade             $100,315

Eclipse Advertising Inc.       trade             $99,261

American Multi-Cinema Inc.     trade             $92,739

DHL Express                    trade             $70,532

Carmike Cinemas                trade             $67,200

Crew Creative Advertising      trade             $64,750

Hammer Filmworks Inc.          trade             $59,224

Pacific Title and Art Studio   trade             $58,685

In Sync Advertising Inc.       trade             $58,680

The petition was signed by chief financial officer Dennis Brown.


* Moody's Downgrades Ratings on 37 Tranches from Six Jumbo Deals
----------------------------------------------------------------
Moody's Investors Service has downgraded 37 tranches from 6 Jumbo
transactions issued in 2006 and 2007.

The collateral backing these transactions consists primarily of
first-lien, fixed and adjustable-rate, prime Jumbo mortgage loans.
The actions are triggered by higher than anticipated rates of
delinquency, foreclosure, and REO in the underlying collateral
relative to currently available credit enhancement levels.  The
actions reflect Moody's revised expected losses on the Jumbo
sector announced in a press release on September 18, and are part
of Moody's on-going review process.

Though broader rating actions have already been taken on these
deals in the past few weeks, these specific actions are meant to
address oversights on some certificates that should have been
downgraded at the time of the deal's review but were inadvertently
excluded.

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

Complete rating actions are:

Issuer: Banc of America Mortgage 2007-2 Trust

  -- Cl. A-11 Certificate, Downgraded to Caa3, previously on
     10/6/2008 Aaa Placed under Review for Possible Downgrade

  -- Cl. M-1 Certificate, Downgraded to Ca, previously on
     10/6/2008 Aa2 Placed under Review for Possible Downgrade

Issuer: GSR Mortgage Loan Trust 2006-8F

  -- Cl. 4A-18 Certificate, Downgraded to A3, previously on
     10/6/2008 Aaa Placed under Review for Possible Downgrade

  -- Cl. 4A-20 Certificate, Downgraded to A3, previously on
     10/6/2008 Aaa Placed under Review for Possible Downgrade

  -- Cl. 4A-21 Certificate, Downgraded to A3, previously on
     10/6/2008 Aaa Placed under Review for Possible Downgrade

Issuer: J.P. Morgan Mortgage Trust 2006-A7

  -- Cl. 1-A-1 Certificate, Downgraded to Baa3, previously on
     10/6/2008 Aaa Placed under Review for Possible Downgrade

  -- Cl. 1-A-4F Certificate, Downgraded to Baa3, previously on
     10/6/2008 Aaa Placed under Review for Possible Downgrade

  -- Cl. 1-A-4L Certificate, Downgraded to Baa3, previously on
     10/6/2008 Aaa Placed under Review for Possible Downgrade

  -- Cl. 2-A-1K Certificate, Downgraded to Baa3, previously on
     10/6/2008 Aaa Placed under Review for Possible Downgrade

  -- Cl. 2-A-1R Certificate, Downgraded to Baa3, previously on
     10/6/2008 Aaa Placed under Review for Possible Downgrade

  -- Cl. 2-A-3F Certificate, Downgraded to Baa3, previously on
     10/6/2008 Aaa Placed under Review for Possible Downgrade

  -- Cl. 2-A-3L Certificate, Downgraded to Baa3, previously on
     10/6/2008 Aaa Placed under Review for Possible Downgrade

  -- Cl. 2-A-3M Certificate, Downgraded to Baa3, previously on
     10/6/2008 Aaa Placed under Review for Possible Downgrade

  -- Cl. 2-A-3S Certificate, Downgraded to Baa3, previously on
     10/6/2008 Aaa Placed under Review for Possible Downgrade

  -- Cl. 2-A-4F Certificate, Downgraded to Baa3, previously on
     10/6/2008 Aaa Placed under Review for Possible Downgrade

  -- Cl. 2-A-4K Certificate, Downgraded to Baa3, previously on
     10/6/2008 Aaa Placed under Review for Possible Downgrade

  -- Cl. 2-A-4L Certificate, Downgraded to Baa3, previously on
     10/6/2008 Aaa Placed under Review for Possible Downgrade

  -- Cl. 2-A-4M Certificate, Downgraded to Baa3, previously on
     10/6/2008 Aaa Placed under Review for Possible Downgrade

  -- Cl. 2-A-4R Certificate, Downgraded to Baa3, previously on
     10/6/2008 Aaa Placed under Review for Possible Downgrade

  -- Cl. 2-A-4S Certificate, Downgraded to Baa3, previously on
     10/6/2008 Aaa Placed under Review for Possible Downgrade

  -- Cl. 3-A-2F Certificate, Downgraded to A3, previously on
     10/6/2008 Aaa Placed under Review for Possible Downgrade

  -- Cl. 3-A-2L Certificate, Downgraded to A3, previously on
     10/6/2008 Aaa Placed under Review for Possible Downgrade

  -- Cl. 3-A-2M Certificate, Downgraded to A3, previously on
     10/6/2008 Aaa Placed under Review for Possible Downgrade

  -- Cl. 3-A-2S Certificate, Downgraded to A3, previously on
     10/6/2008 Aaa Placed under Review for Possible Downgrade

  -- Cl. 3-A-3F Certificate, Downgraded to A3, previously on
     10/6/2008 Aaa Placed under Review for Possible Downgrade

  -- Cl. 3-A-3L Certificate, Downgraded to A3, previously on
     10/6/2008 Aaa Placed under Review for Possible Downgrade

  -- Cl. 3-A-3M Certificate, Downgraded to A3, previously on
     10/6/2008 Aaa Placed under Review for Possible Downgrade

  -- Cl. 3-A-3S Certificate, Downgraded to A3, previously on
     10/6/2008 Aaa Placed under Review for Possible Downgrade

  -- Cl. 4-A-2F Certificate, Downgraded to A3, previously on
     10/6/2008 Aaa Placed under Review for Possible Downgrade

  -- Cl. 4-A-2L Certificate, Downgraded to A3, previously on
     10/6/2008 Aaa Placed under Review for Possible Downgrade

  -- Cl. 4-A-2M Certificate, Downgraded to A3, previously on
     10/6/2008 Aaa Placed under Review for Possible Downgrade

  -- Cl. 4-A-2S Certificate, Downgraded to A3, previously on
     10/6/2008 Aaa Placed under Review for Possible Downgrade

Issuer: J.P. Morgan Mortgage Trust 2006-S3

  -- Cl. 2-A-6 Certificate, Downgraded to Baa1, previously on
     10/6/2008 Aaa Placed under Review for Possible Downgrade

Issuer: MASTR Asset Securitization Trust 2006-2

  -- Cl. A-X Certificate, Downgraded to A1, previously on
     10/6/2008 Aaa Placed under Review for Possible Downgrade

Issuer: Sequoia Mortgage Trust 2007-4, Mortgage Pass-Through
Certificates, Series 2007-4

  -- Cl. B-1 Certificate, Downgraded to Ca, previously on
     10/6/2008 Aa2 Placed under Review for Possible Downgrade

  -- Cl. B-2 Certificate, Downgraded to Ca, previously on
     10/6/2008 A2 Placed under Review for Possible Downgrade

  -- Cl. B-3 Certificate, Downgraded to Ca, previously on
     10/6/2008 Baa2 Placed under Review for Possible Downgrade

Moody's calculates estimated losses for Jumbo RMBS in a two-stage
process.  First, serious delinquencies are projected through late
2009, primarily based upon recent historical performance.  These
projected delinquencies are converted into projected losses using
lifetime roll rates (the probability of transition to default)
averaging 40% for 60-day delinquencies, 75% for delinquencies
greater than 90 days, and 90-100% for foreclosure or REO, and
severity assumptions averaging 35%.

The second step is to determine losses for the remaining life of
the deal, following the projection period.  Depending on a deal's
performance, including delinquency, default, and prepayment rates,
as well as collateral characteristics, such as loan type (fixed or
adjustable), or loan-to-value ratios and geographic concentrations
of remaining current loans, Moody's assumes varying degrees of
slowing in the loss rate (which is measured by loss-to-
liquidation) for the remaining life of the deal.  Typical degrees
of slowing in loss rate after late 2009 range from no slowing at
all to 40% slowing.  To take an example, a deal with very poor
early performance due to relatively high loan-to-value ratios and
dropping regional home values would be expected to see markedly
high delinquency and loss rates for the next year.  But the high
rate of losses may be expected to slow afterwards, as economic
factors and real estate values begin to stabilize, and a slowing
of 20-40% may be used in the projection.  On the other hand, a
deal with stronger early performance that is demonstrating
relative resiliency in the current market environment may not be
expected to have high losses in the near-term, but may be expected
to sustain a similar level of losses for the life of the deal, as
the pool continues to be subject to factors that have more
historically driven prime performance such as borrower life
events, unemployment, and so on.

Loss estimates are subject to variability and, as a result,
realized losses could ultimately turn out higher or lower than
Moody's current expectations.  Moody's will continue to evaluate
performance data as it becomes available and will assess the
pattern of potential future defaults and adjust loss expectations
accordingly if necessary.


* Moody's Reviews Ratings on 109 Real Estate CDOs for Likely Cuts
-----------------------------------------------------------------
Moody's Investors Service announced that it has placed 109 US
commercial real estate collateralized debt obligation transactions
on review for possible downgrade because of weakening commercial
real estate market fundamentals and revised key modeling parameter
assumptions.

The magnitude of the potential downgrade will depend upon numerous
factors, including transaction vintage distribution, current
rating, portfolio composition, tranche thickness, and credit
enhancement.  For Aaa-rated CRE CDO tranches, ratings may be
lowered from 2 to 6 notches.  For other investment grade and below
investment grade rated tranches, which are generally thinner, the
number of notches lowered may be greater, from 4 to 8.  Moody's
expects to complete these rating actions by the end of February
2009, beginning with transactions with more than 75% pool
concentration in CMBS collateral.

Most of the remaining deals are revolving transactions with non-
CMBS collateral, including whole loans, B-Notes, mezzanine debt,
and other types of debt.  Moody's expects to complete a review of
the underlying collateral for this group of transactions prior to
taking any further rating action.  As the structure for these
deals does not incorporate the same degree of leverage inherent in
re-securitization transactions, Moody's does not anticipate as
significant an impact on ratings.

The deepening recession and the reduced availability of financing
have heightened the risks for the US commercial real estate
sector.  The headwinds faced by the retail segment in particular
appear to be strengthening as every day brings more bad news about
consumer spending and consensus projections of a gloomy holiday
shopping season.  The hotel sector has been re-pricing for several
months, and demand for office space also appears to be declining
in many markets.  Multifamily properties are buffeted by cross
currents relating to growing unemployment, shadow rentals that
increase the supply of rental housing, relative home
affordability, and reduced rates of household formation.

Industrial properties have been adversely affected by slowing
trade and retail sales.

Moody's expects the aggregate default rate on CMBS loans (0.75% as
of November 2008) to revert to its long-term historical average of
1.5% to 2.0% in 2009, and most likely to surpass this level as the
market begins to form a bottom in 2010 and 2011.  Commercial
property values, which have declined about 10% from the peak
reached in October 2007, are expected to decline an additional 10
to 20% over the next 18 to 24 months.

Furthermore, Moody's anticipate that the 2006 through 2008
vintages of CMBS, both fixed and floating rate, will experience
even more downward pressure on ratings than earlier vintages.
Moody's are particularly concerned about fixed rate CMBS deals
with concentrations of "pro forma" loans, which were often
aggressively underwritten assuming continued strong macroeconomic
tailwinds.  Moody's has previously commented on aggressive
underwriting and growing weakness in the commercial real estate
market in various quarterly publications.  Moody's has already
taken rating actions on a number of deals from the 2006 through
2008 vintages as signs of stress appear and Moody's will continue
to take such actions as issues develop.

Moody's has also revised three key parameters in Moody's model for
rating and monitoring CRE CDOs -- asset correlation, default
probability, and recovery rate.  These revisions are consistent
with recent revisions to the key parameter assumptions for rating
and monitoring other collateralized debt obligation transactions
backed by structured finance securities.

Moody's has updated its asset correlation assumption for the
commercial real estate sector to be consistent with an upcoming
release of Moody's CDO rating model, CDOROM v2.5, which will
incorporate these new parameters.  Previously, the average asset
correlations used for CMBS within CRE CDO deals ranged between 15%
and 35%, depending on vintage and issuer diversity.  In light of
the systematic seizure of the credit markets, as well as higher
intra industry and inter industry asset correlations, the updated
correlation parameters for CRE CDOs will imply an average range of
asset correlations of between 30% and 60% for CMBS collateral.

Moody's has previously stated that CRE CDO deals with collateral
concentrations in below-investment-grade CMBS certificates will
likely be among the first transactions to be affected by credit
issues that arise, and that the additional leverage inherent in
these deals creates the potential for greater ratings transitions
compared to that of a first order transaction (i.e., those
containing non-CUSIP assets).  In 2007 Moody's began applying a
default probability stress on late-vintage CMBS collateral to
partially offset the leverage effect in CRE CDO deals that can
amplify the effect of adverse changes in their underlying
collateral performance.  Moody's has noted in the past that
tenant, property type, and loan size diversification may help
performance at the bond level; however, the nature of the current
recession is likely to be different from prior recessions,
potentially muting the benefits of diversification.  Based on
Moody's current negative outlook for commercial property
performance, Moody's therefore intend to double the probability of
default stress for CMBS certificates rated during the period from
2006 through 2008 in Moody's analysis of CRE CDOs.

In Moody's analysis of CRE CDOs, Moody's historically have
employed a fixed recovery rate by original tranche rating.  Going
forward in Moody's modeling of CRE CDOs, Moody's will use a
floating recovery rate model that uses a mean recovery rate
determined by the rating of the subject asset and that simulates a
range of potential recovery rates around the mean.  With this more
robust approach, Moody's expects to capture in Moody's ratings
more of the tail risk associated with variability of recovery
rates.

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

These transactions are impacted by Moody's action:

ABACUS 2005-4 Ltd.

  -- Cl. A-1, Aaa Placed Under Review for Possible Downgrade;
     previously on 10/21/2005 Assigned Aaa

  -- Cl. A-2, Aaa Placed Under Review for Possible Downgrade;
     previously on 10/21/2005 Assigned Aaa

  -- Cl. B, Aa3 Placed Under Review for Possible Downgrade;
     previously on 10/21/2005 Assigned Aa3

  -- Cl. C, A3 Placed Under Review for Possible Downgrade;
     previously on 10/21/2005 Assigned A3

  -- Cl. D, Baa1 Placed Under Review for Possible Downgrade;
     previously on 10/21/2005 Assigned Baa1

  -- Cl. E-1, Baa1 Placed Under Review for Possible Downgrade;
     previously on 10/21/2005 Assigned Baa1

  -- Cl. E-2, Baa1 Placed Under Review for Possible Downgrade;
     previously on 3/22/2006 Assigned Baa1

  -- Cl. E-3, Baa1 Placed Under Review for Possible Downgrade;
     previously on 1/3/2006 Assigned Baa1

ABACUS 2006-10 LTD

  -- Cl. A, Aaa Placed Under Review for Possible Downgrade;
     previously on 3/31/2006 Assigned Aaa

  -- Cl. B, Aa1 Placed Under Review for Possible Downgrade;
     previously on 3/31/2006 Assigned Aa1

  -- Cl. C, Aa2 Placed Under Review for Possible Downgrade;
     previously on 3/31/2006 Assigned Aa2

  -- Cl. D, Aa3 Placed Under Review for Possible Downgrade;
     previously on 3/31/2006 Assigned Aa3

  -- Cl. E, A1 Placed Under Review for Possible Downgrade;
     previously on 3/31/2006 Assigned A1

  -- Cl. F, A2 Placed Under Review for Possible Downgrade;
     previously on 3/31/2006 Assigned A2

  -- Cl. G, A3 Placed Under Review for Possible Downgrade;
     previously on 3/31/2006 Assigned A3

  -- Cl. H, Baa1 Placed Under Review for Possible Downgrade;
     previously on 3/31/2006 Assigned Baa1

  -- Cl. J, Baa2 Placed Under Review for Possible Downgrade;
     previously on 3/31/2006 Assigned Baa2

  -- Cl. K, Baa3 Placed Under Review for Possible Downgrade;
     previously on 3/31/2006 Assigned Baa3

  -- Cl. L, Ba2 Placed Under Review for Possible Downgrade;
     previously on 3/31/2006 Assigned Ba2

ABACUS 2006-13, Ltd.

  -- Cl. A, Aaa Placed Under Review for Possible Downgrade;
     previously on 10/23/2006 Assigned Aaa

  -- Cl. B, Aa1 Placed Under Review for Possible Downgrade;
     previously on 10/23/2006 Assigned Aa1

  -- Cl. C, Aa2 Placed Under Review for Possible Downgrade;
     previously on 10/23/2006 Assigned Aa2

  -- Cl. D, Aa3 Placed Under Review for Possible Downgrade;
     previously on 10/23/2006 Assigned Aa3

  -- Cl. E, A1 Placed Under Review for Possible Downgrade;
     previously on 10/23/2006 Assigned A1
  -- Cl. F, A2 Placed Under Review for Possible Downgrade;
     previously on 10/23/2006 Assigned A2

  -- Cl. G, A3 Placed Under Review for Possible Downgrade;
     previously on 10/23/2006 Assigned A3

  -- Cl. H, Baa1 Placed Under Review for Possible Downgrade;
     previously on 10/23/2006 Assigned Baa1

  -- Cl. J, Baa2 Placed Under Review for Possible Downgrade;
     previously on 10/23/2006 Assigned Baa2

  -- Cl. K, Baa3 Placed Under Review for Possible Downgrade;
     previously on 10/23/2006 Assigned Baa3

  -- Cl. L, Ba1 Placed Under Review for Possible Downgrade;
     previously on 10/23/2006 Assigned Ba1

  -- Cl. M, Ba2 Placed Under Review for Possible Downgrade;
     previously on 10/23/2006 Assigned Ba2

  -- Cl. N, Ba3 Placed Under Review for Possible Downgrade;
     previously on 10/23/2006 Assigned Ba3

ABACUS 2006-17, Ltd.

  -- Cl. A-1, Aaa Placed Under Review for Possible Downgrade;
     previously on 3/16/2007 Assigned Aaa

  -- Cl. A-2, Aaa Placed Under Review for Possible Downgrade;
     previously on 3/16/2007 Assigned Aaa

  -- Cl. B, Aa1 Placed Under Review for Possible Downgrade;
     previously on 3/16/2007 Assigned Aa1

  -- Cl. C, Aa2 Placed Under Review for Possible Downgrade;
     previously on 3/16/2007 Assigned Aa2

  -- Cl. D, Aa3 Placed Under Review for Possible Downgrade;
     previously on 3/16/2007 Assigned Aa3

  -- Cl. E, A1 Placed Under Review for Possible Downgrade;
     previously on 3/16/2007 Assigned A1

  -- Cl. F, A2 Placed Under Review for Possible Downgrade;
     previously on 3/16/2007 Assigned A2

  -- Cl. G, A3 Placed Under Review for Possible Downgrade;
     previously on 3/16/2007 Assigned A3

  -- Cl. H, Baa1 Placed Under Review for Possible Downgrade;
     previously on 3/16/2007 Assigned Baa1

  -- Cl. J, Baa2 Placed Under Review for Possible Downgrade;
     previously on 3/16/2007 Assigned Baa2

  -- Cl. K, Baa3 Placed Under Review for Possible Downgrade;
     previously on 3/16/2007 Assigned Baa3

  -- Cl. L, Ba1 Placed Under Review for Possible Downgrade;
     previously on 3/16/2007 Assigned Ba1

  -- Cl. M, Ba2 Placed Under Review for Possible Downgrade;
     previously on 3/16/2007 Assigned Ba2

  -- Cl. N, Ba3 Placed Under Review for Possible Downgrade;
     previously on 3/16/2007 Assigned Ba3

  -- Cl. O, B1 Placed Under Review for Possible Downgrade;
     previously on 3/16/2007 Assigned B1

  -- Cl. P, B2 Placed Under Review for Possible Downgrade;
     previously on 3/16/2007 Assigned B2

  -- Cl. Q, B3 Placed Under Review for Possible Downgrade;
     previously on 3/16/2007 Assigned B3

Abacus 2006-NS1

  -- Cl. A, Aaa Placed Under Review for Possible Downgrade;
     previously on 8/18/2006 Assigned Aaa

  -- Cl. B, Aa2 Placed Under Review for Possible Downgrade;
     previously on 9/26/2008 Downgraded to Aa2

  -- Cl. C, Aa3 Placed Under Review for Possible Downgrade;
     previously on 9/26/2008 Downgraded to Aa3

  -- Cl. D, A1 Placed Under Review for Possible Downgrade;
     previously on 9/26/2008 Downgraded to A1

  -- Cl. E, A2 Placed Under Review for Possible Downgrade;
     previously on 9/26/2008 Downgraded to A2

  -- Cl. F, A3 Placed Under Review for Possible Downgrade;
     previously on 9/26/2008 Downgraded to A3

  -- Cl. G, Baa2 Placed Under Review for Possible Downgrade;
     previously on 9/26/2008 Downgraded to Baa2

  -- Cl. H, Baa3 Placed Under Review for Possible Downgrade;
     previously on 9/26/2008 Downgraded to Baa3

  -- Cl. J, Ba1 Placed Under Review for Possible Downgrade;
     previously on 9/26/2008 Downgraded to Ba1

  -- Cl. K, Ba3 Placed Under Review for Possible Downgrade;
     previously on 9/26/2008 Downgraded to Ba3

Abacus 2006-NS2, Ltd.

  -- Cl. L, B1 Placed Under Review for Possible Downgrade;
     previously on 9/26/2008 Downgraded to B1

  -- Cl. M, B2 Placed Under Review for Possible Downgrade;
     previously on 9/26/2008 Downgraded to B2

  -- Cl. N, B3 Placed Under Review for Possible Downgrade;
     previously on 9/26/2008 Downgraded to B3

  -- Cl. O, Caa1 Placed Under Review for Possible Downgrade;
     previously on 9/26/2008 Downgraded to Caa1

  -- Cl. P, Caa2 Placed Under Review for Possible Downgrade;
     previously on 9/26/2008 Downgraded to Caa2

  -- Cl. Q, Caa3 Placed Under Review for Possible Downgrade;
     previously on 9/26/2008 Downgraded to Caa3

ABACUS 2007-18, LTD.

  -- Cl. A-1, Aaa Placed Under Review for Possible Downgrade;
     previously on 7/26/2007 Assigned Aaa

  -- Cl. A-2, Aaa Placed Under Review for Possible Downgrade;
     previously on 7/26/2007 Assigned Aaa

  -- Cl. A-3, Aaa Placed Under Review for Possible Downgrade;
     previously on 7/26/2007 Assigned Aaa

  -- Cl. B-1, Aa1 Placed Under Review for Possible Downgrade;
     previously on 7/26/2007 Assigned Aa1

  -- Cl. B-2, Aa1 Placed Under Review for Possible Downgrade;
     previously on 10/24/2007 Assigned Aa1

Acacia CRE CDO 1, Ltd.

  -- Cl. A, Aa3 Placed Under Review for Possible Downgrade;
     previously on 11/06/2008 Placed Under Review for Possible
     Downgrade

  -- Cl. B, A3 Placed Under Review for Possible Downgrade;
     previously on 11/06/2008 Placed Under Review for Possible
     Downgrade

  -- Cl. C, Baa2 Placed Under Review for Possible Downgrade;
     previously on 11/06/2008 Placed Under Review for Possible
     Downgrade

  -- Cl. Ba1, Aa3 Placed Under Review for Possible Downgrade;
     previously on 11/06/2008 Placed Under Review for Possible
     Downgrade

  -- Cl. E, Ba2 Placed Under Review for Possible Downgrade;
     previously on 11/06/2008 Placed Under Review for Possible
     Downgrade

  -- Cl. F, B1 Placed Under Review for Possible Downgrade;
     previously on 11/06/2008 Placed Under Review for Possible
     Downgrade

  -- Cl. G, Caa1 Placed Under Review for Possible Downgrade;
     previously on 11/06/2008 Placed Under Review for Possible
     Downgrade

ACAS CRE CDO 2007-1, Ltd.

  -- Cl. A, Aaa Placed Under Review for Possible Downgrade;
     previously on 7/26/2007 Assigned Aaa

  -- Cl. B, Aa1 Placed Under Review for Possible Downgrade;
     previously on 7/26/2007 Assigned Aa1

  -- Cl. C-FL, Aa2 Placed Under Review for Possible Downgrade;
     previously on 7/26/2007 Assigned Aa2

  -- Cl. C-FX, Aa2 Placed Under Review for Possible Downgrade;
     previously on 7/26/2007 Assigned Aa2

  -- Cl. D, Aa3 Placed Under Review for Possible Downgrade;
     previously on 7/26/2007 Assigned Aa3

  -- Cl. E-FL, A1 Placed Under Review for Possible Downgrade;
     previously on 7/26/2007 Assigned A1

  -- Cl. E-FX, A1 Placed Under Review for Possible Downgrade;
     previously on 7/26/2007 Assigned A1

  -- Cl. F-FL, A2 Placed Under Review for Possible Downgrade;
     previously on 7/26/2007 Assigned A2

  -- Cl. F-FX, A2 Placed Under Review for Possible Downgrade;
     previously on 7/26/2007 Assigned A2

  -- Cl. G-FL, A3 Placed Under Review for Possible Downgrade;
     previously on 7/26/2007 Assigned A3

  -- Cl. G-FX, A3 Placed Under Review for Possible Downgrade;
     previously on 7/26/2007 Assigned A3

  -- Cl. H, Baa1 Placed Under Review for Possible Downgrade;
     previously on 7/26/2007 Assigned Baa1

  -- Cl. J, Baa2 Placed Under Review for Possible Downgrade;
     previously on 7/26/2007 Assigned Baa2

  -- Cl. K, Baa3 Placed Under Review for Possible Downgrade;
     previously on 7/26/2007 Assigned Baa3

  -- Cl. L, Ba1 Placed Under Review for Possible Downgrade;
     previously on 7/26/2007 Assigned Ba1

  -- Cl. M, Ba2 Placed Under Review for Possible Downgrade;
     previously on 7/26/2007 Assigned Ba2

  -- Cl. N, Ba3 Placed Under Review for Possible Downgrade;
     previously on 7/26/2007 Assigned Ba3

AMP CMBS 2006-2

  -- AMP CMBS 2006-2 US$30,000,000 Variable Notes due 2047, Aaa \
     Placed Under Review for Possible Downgrade; previously on
     11/20/2006 Assigned Aaa

Ansonia CDO 2006-1

  -- Cl. A-FL, Aaa Placed Under Review for Possible Downgrade;
     previously on 11/14/2006 Assigned Aaa

  -- Cl. A-FX, Aaa Placed Under Review for Possible Downgrade;
     previously on 11/14/2006 Assigned Aaa

  -- Cl. B, Aa2 Placed Under Review for Possible Downgrade;
     previously on 11/14/2006 Assigned Aa2

  -- Cl. C, A1 Placed Under Review for Possible Downgrade;
     previously on 11/14/2006 Assigned A1

  -- Cl. D, A3 Placed Under Review for Possible Downgrade;
     previously on 7/25/2008 Downgraded to A3

  -- Cl. E, Baa1 Placed Under Review for Possible Downgrade;
     previously on 7/25/2008 Downgraded to Baa1

  -- Cl. F, Baa3 Placed Under Review for Possible Downgrade;
     previously on 7/25/2008 Downgraded to Baa3

  -- Cl. G, Ba1 Placed Under Review for Possible Downgrade;
     previously on 7/25/2008 Downgraded to Ba1

  -- Cl. H, Ba2 Placed Under Review for Possible Downgrade;
     previously on 7/25/2008 Downgraded to Ba2

Ansonia CDO 2007-1 Ltd.

  -- Cl. A-1, Aaa Placed Under Review for Possible Downgrade;
     previously on 7/26/2007 Assigned Aaa

  -- Cl. A-2, Aaa Placed Under Review for Possible Downgrade;
     previously on 7/26/2007 Assigned Aaa

  -- Cl. B, Aa1 Placed Under Review for Possible Downgrade;
     previously on 7/26/2007 Assigned Aa1

  -- Cl. C, Aa2 Placed Under Review for Possible Downgrade;
     previously on 7/26/2007 Assigned Aa2

  -- Cl. D, Aa3 Placed Under Review for Possible Downgrade;
     previously on 7/26/2007 Assigned Aa3

  -- Cl. E, A1 Placed Under Review for Possible Downgrade;
     previously on 7/26/2007 Assigned A1

  -- Cl. F, A2 Placed Under Review for Possible Downgrade;
     previously on 7/26/2007 Assigned A2

  -- Cl. G, A3 Placed Under Review for Possible Downgrade;
     previously on 7/26/2007 Assigned A3

  -- Cl. H, Baa1 Placed Under Review for Possible Downgrade;
     previously on 7/26/2007 Assigned Baa1

  -- Cl. J, Baa2 Placed Under Review for Possible Downgrade;
     previously on 7/26/2007 Assigned Baa2

  -- Cl. K, Baa3 Placed Under Review for Possible Downgrade;
     previously on 7/26/2007 Assigned Baa3

  -- Cl. L, Ba1 Placed Under Review for Possible Downgrade;
     previously on 7/26/2007 Assigned Ba1

  -- Cl. M, Ba2 Placed Under Review for Possible Downgrade;
     previously on 7/26/2007 Assigned Ba2

  -- Cl. N, Ba3 Placed Under Review for Possible Downgrade;
     previously on 7/26/2007 Assigned Ba3

  -- Cl. O, B1 Placed Under Review for Possible Downgrade;
     previously on 7/26/2007 Assigned B1

  -- Cl. P, B2 Placed Under Review for Possible Downgrade;
     previously on 7/26/2007 Assigned B2

  -- Cl. Q, B3 Placed Under Review for Possible Downgrade;
     previously on 7/26/2007 Assigned B3

  -- Anthracite 2005-HY2 Ltd. Commercial Mortgage-Related
     Securities, Series 2005-HY2

  -- Cl. A, Aaa Placed Under Review for Possible Downgrade;
     previously on 7/27/2005 Assigned Aaa

  -- Cl. B, Aa1 Placed Under Review for Possible Downgrade;
     previously on 6/14/2007 Upgraded to Aa1

  -- Cl. C-FL, A2 Placed Under Review for Possible Downgrade;
     previously on 7/27/2005 Assigned A2

  -- Cl. C-FX, A2 Placed Under Review for Possible Downgrade;
     previously on 7/27/2005 Assigned A2

  -- Cl. D-FL, Baa2 Placed Under Review for Possible Downgrade;
     previously on 7/27/2005 Assigned Baa2

  -- Cl. D-FX, Baa2 Placed Under Review for Possible Downgrade;
     previously on 7/27/2005 Assigned Baa2

  -- Cl. E-FL, Baa3 Placed Under Review for Possible Downgrade;
     previously on 7/27/2005 Assigned Baa3

Anthracite CDO I Ltd.

  -- Cl. A, Aaa Placed Under Review for Possible Downgrade;
     previously on 5/29/2002 Assigned Aaa

  -- Cl. B, Aaa Placed Under Review for Possible Downgrade;
     previously on 2/20/2007 Upgraded to Aaa

  -- Cl. B-FL, Aaa Placed Under Review for Possible Downgrade;
     previously on 2/20/2007 Upgraded to Aaa

  -- Cl. C, Aa1 Placed Under Review for Possible Downgrade;
     previously on 2/20/2007 Upgraded to Aa1

  -- Cl. C-FL, Aa1 Placed Under Review for Possible Downgrade;
     previously on 2/20/2007 Upgraded to Aa1

  -- Cl. D, A2 Placed Under Review for Possible Downgrade;
     previously on 2/20/2007 Upgraded to A2

  -- Cl. D-FL, A2 Placed Under Review for Possible Downgrade;
     previously on 2/20/2007 Upgraded to A2

Anthracite CDO II Ltd.

  -- Cl. A, Aaa Placed Under Review for Possible Downgrade;
     previously on 12/10/2002 Assigned to Aaa

  -- Cl. B, Aaa Placed Under Review for Possible Downgrade;
     previously on 11/30/2005 Upgraded to Aaa

  -- Cl. B-FL, Aaa Placed Under Review for Possible Downgrade;
     previously on 11/30/2005 Upgraded to Aaa

  -- Cl. C, Aa1 Placed Under Review for Possible Downgrade;
     previously on 02/20/2007 Upgraded to Aa1

  -- Cl. C-FL, Aa1 Placed Under Review for Possible Downgrade;
     previously on 02/20/2007 Upgraded to Aa1

  -- Cl. D, A1 Placed Under Review for Possible Downgrade;
     previously on 08/25/2008 Upgraded to A1

Anthracite CDO III Collateralized Debt Obligations

  -- Cl. A, Aaa Placed Under Review for Possible Downgrade;
     previously on 4/2/2004 Assigned Aaa

  -- Cl. B-FL, Aaa Placed Under Review for Possible Downgrade;
     previously on 3/6/2007 Upgraded to Aaa

  -- Cl. B-FX, Aaa Placed Under Review for Possible Downgrade;
     previously on 3/6/2007 Upgraded to Aaa

  -- Cl. C-FL, Aaa Placed Under Review for Possible Downgrade;
     previously on 3/6/2007 Upgraded to Aaa

  -- Cl. C-FX, Aaa Placed Under Review for Possible Downgrade;
     previously on 3/6/2007 Upgraded to Aaa

  -- Cl. D-FL, Aa3 Placed Under Review for Possible Downgrade;
     previously on 3/6/2007 Upgraded to Aa3

  -- Cl. D-FX, Aa3 Placed Under Review for Possible Downgrade;
     previously on 3/6/2007 Upgraded to Aa3

  -- Cl. E-FL, Baa1 Placed Under Review for Possible Downgrade;
     previously on 3/6/2007 Upgraded to Baa1

  -- Cl. E-FX, Baa1 Placed Under Review for Possible Downgrade;
     previously on 3/6/2007 Upgraded to Baa1

Anthracite CRE CDO 2006-HY3, Ltd.

  -- Cl. A, Aaa Placed Under Review for Possible Downgrade;
     previously on 5/24/2006 Assigned Aaa

  -- Cl. B-FL, Aa2 Placed Under Review for Possible Downgrade;
     previously on 5/24/2006 Assigned Aa2

  -- Cl. B-FX, Aa2 Placed Under Review for Possible Downgrade;
     previously on 5/24/2006 Assigned Aa2

  -- Cl. C-FL, A2 Placed Under Review for Possible Downgrade;
     previously on 5/24/2006 Assigned A2

  -- Cl. C-FX, A2 Placed Under Review for Possible Downgrade;
     previously on 5/24/2006 Assigned A2

  -- Cl. D, A3 Placed Under Review for Possible Downgrade;
     previously on 5/24/2006 Assigned A3

  -- Cl. E-FL, Baa2 Placed Under Review for Possible Downgrade;
     previously on 5/24/2006 Assigned Baa2

  -- Cl. E-FX, Baa2 Placed Under Review for Possible Downgrade;
     previously on 5/24/2006 Assigned Baa2

  -- Cl. F, Baa3 Placed Under Review for Possible Downgrade;
     previously on 5/24/2006 Assigned Baa3

  -- Cl. G, Ba2 Placed Under Review for Possible Downgrade;
     previously on 5/24/2006 Assigned Ba2

Aphex Capital NSCR 2007-4, Ltd.

  -- Cl. A-1, Aaa Placed Under Review for Possible Downgrade;
     previously on 6/14/2007 Assigned Aaa

  -- Cl. A-2, Aa1 Placed Under Review for Possible Downgrade;
     previously on 6/14/2007 Assigned Aa1

Aphex Capital NSCR 2007-7SR, Ltd.

  -- US$10,000,000 Class A-1B Credit Linked Variable Floating Rate
     Notes  Due December 2038, Aaa Placed Under Review for
     Possible Downgrade; previously on 12/12/2007 Assigned Aaa

  -- US$10,350,000 Class F Credit Linked Variable Floating Rate
     Notes  Due December 2038, A3 Placed Under Review for Possible
     Downgrade; previously on 12/12/2007 Assigned A3

  -- US$116,000,000 Class A-1A Credit Linked Variable Floating
     Rate Notes Due December 2038, Aaa Placed Under Review for
     Possible Downgrade; previously on 12/12/2007 Assigned Aaa

  -- US$12,150,000 Class E Credit Linked Variable Floating Rate
     Notes Due December 2038, A2 Placed Under Review for Possible
     Downgrade; previously on 12/12/2007 Assigned A2

  -- US$13,500,000 Class B Credit Linked Variable Floating Rate
     Notes Due December 2038, Aa1 Placed Under Review for
     Possible Downgrade; previously on 12/12/2007 Assigned Aa1

  -- US$15,750,000 Class C Credit Linked Variable Floating Rate
     Notes Due December 2038, Aa2 Placed Under Review for
     Possible Downgrade; previously on 12/12/2007 Assigned Aa2

  -- US$5,000,000 Class D-A Credit Linked Variable Floating Rate
     Notes Due December 2038, A1 Placed Under Review for Possible

     Downgrade; previously on 12/12/2007 Assigned A1

  -- US$54,000,000 Class A-2 Credit Linked Variable Floating Rate
     Notes Due December 2038, Aaa Placed Under Review for Possible
     Downgrade; previously on 12/12/2007 Assigned Aaa

  -- US$8,500,000 Class D-B Credit Linked Variable Floating Rate
     Notes Due December 2038, A1 Placed Under Review for Possible

     Downgrade; previously on 12/12/2007 Assigned A1

ARCap 2003-1 Resecuritization Trust Collateralized Debt Obligation
Certificates, Series 2003-1

  -- Cl. A, Aaa Placed Under Review for Possible Downgrade;
     previously on 9/3/2003 Assigned Aaa

  -- Cl. B, Aaa Placed Under Review for Possible Downgrade;
     previously on 9/21/2006 Upgraded to Aaa

  -- Cl. C, Aa1 Placed Under Review for Possible Downgrade;
     previously on 9/21/2006 Upgraded to Aa1

  -- Cl. D, Aa2 Placed Under Review for Possible Downgrade;
     previously on 9/21/2006 Upgraded to Aa2

  -- Cl. E, A1 Placed Under Review for Possible Downgrade;
     previously on 9/21/2006 Upgraded to A1

  -- Cl. F, A2 Placed Under Review for Possible Downgrade;
     previously on 9/21/2006 Upgraded to A2

ARCap 2004-1 Resecuritization Trust Collateralized Debt Obligation
Certificates, Series 2004-1

  -- Cl. A, Aaa Placed Under Review for Possible Downgrade;
     previously on 5/3/2004 Assigned Aaa

  -- Cl. B, Aaa Placed Under Review for Possible Downgrade;
     previously on 10/12/2006 Upgraded to Aaa

  -- Cl. C, Aa3 Placed Under Review for Possible Downgrade;
     previously on 10/12/2006 Upgraded to Aa3

  -- Cl. D, A1 Placed Under Review for Possible Downgrade;
     previously on 10/12/2006 Upgraded to A1

  -- Cl. E, A3 Placed Under Review for Possible Downgrade;
     previously on 10/12/2006 Upgraded to A3

  -- Cl. F, Baa1 Placed Under Review for Possible Downgrade;
     previously on 10/12/2006 Upgraded to Baa1

ARCap 2005-1 Resecuritization Trust Collateralized Debt Obligation
Certificates, Series 2005-1

  -- Cl. A, Aaa Placed Under Review for Possible Downgrade;
     previously on 3/16/2006 Assigned Aaa

  -- Cl. B, Aa2 Placed Under Review for Possible Downgrade;
     previously on 3/16/2006 Assigned Aa2

  -- Cl. C, A2 Placed Under Review for Possible Downgrade;
     previously on 3/16/2006 Assigned A2

  -- Cl. D, A3 Placed Under Review for Possible Downgrade;
     previously on 3/16/2006 Assigned A3

  -- Cl. E, Baa1 Placed Under Review for Possible Downgrade;
     previously on 3/16/2006 Assigned Baa1

  -- Cl. F, Baa2 Placed Under Review for Possible Downgrade;
     previously on 3/16/2006 Assigned Baa2

  -- Cl. G, Baa3 Placed Under Review for Possible Downgrade;
     previously on 3/16/2006 Assigned Baa3

CALCULUS CMBS Resecuritization Trust

  -- Credit Default Swap Class A, Aaa Placed Under Review for
     Possible Downgrade; previously on 9/7/2006

  -- Series 2006-1 Trust Units, Baa2 Placed Under Review for
     Possible Downgrade; previously on 9/7/2006

  -- Series 2006-2 Trust Units, Baa2 Placed Under Review for
     Possible Downgrade; previously on 10/23/2006

  -- Series 2006-3 Trust Units, A3 Placed Under Review for
     Possible Downgrade; previously on 9/7/2006

  -- Series 2006-4 Trust Units, A3 Placed Under Review for
     Possible Downgrade; previously on 9/7/2006

  -- Series 2006-5 Trust Units, A1 Placed Under Review for
     Possible Downgrade; previously on 9/7/2006

  -- Series 2006-6 Trust Units, A1 Placed Under Review for
     Possible Downgrade; previously on 9/7/2006

CALCULUS CMBS Resecuritization Trust 2007, dated 3/27/2007

  -- Series 2007-1 Trust Units, A2 Placed Under Review for
     Possible Downgrade; previously on 6/8/2007

CALCULUS SCRE Trust

  -- Credit Default Swap 1, Aaa Placed Under Review for
     Possible Downgrade; previously on 2/2/2007

  -- Credit Default Swap 2, Aa1 Placed Under Review for
     Possible Downgrade; previously on 2/2/2007

  -- Series 2006-1 Trust Units, Aaa Placed Under Review for
     Possible Downgrade; previously on 2/2/2007

  -- Series 2006-10 Trust Units, Baa3 Placed Under Review for
     Possible Downgrade; previously on 2/2/2007

  -- Series 2006-11 Trust Units, Aa1 Placed Under Review for
     Possible Downgrade; previously on 2/2/2007

  -- Series 2006-2 Trust Units, Aaa Placed Under Review for
     Possible Downgrade; previously on 2/2/2007

  -- Series 2006-3 Trust Units, Aa1 Placed Under Review for
     Possible Downgrade; previously on 2/2/2007

  -- Series 2006-4 Trust Units, Aa2 Placed Under Review for
     Possible Downgrade; previously on 2/2/2007

  -- Series 2006-5 Trust Units, A1 Placed Under Review for
     Possible Downgrade; previously on 2/2/2007

  -- Series 2006-6 Trust Units, A2 Placed Under Review for
     Possible Downgrade; previously on 2/2/2007

  -- Series 2006-7 Trust Units, A3 Placed Under Review for
     Possible Downgrade; previously on 2/2/2007

  -- Series 2006-8 Variable Distribution Trust Certificates, Baa2
     Placed Under Review for Possible Downgrade; previously on
     2/2/2007 Assigned Baa2

Cedarwoods CRE CDO II, Ltd.

  -- Cl. A-1, Aaa Placed Under Review for Possible Downgrade;
     previously on 3/7/2007 Assigned Aaa

  -- Cl. A-2, Aaa Placed Under Review for Possible Downgrade;
     previously on 3/7/2007 Assigned Aaa

  -- Cl. A-3, Aaa Placed Under Review for Possible Downgrade;
     previously on 3/7/2007 Assigned Aaa

  -- Cl. B, Aa2 Placed Under Review for Possible Downgrade;
     previously on 3/7/2007 Assigned Aa2

  -- Cl. C, A2 Placed Under Review for Possible Downgrade;
     previously on 3/7/2007 Assigned A2

  -- Cl. D, Baa2 Placed Under Review for Possible Downgrade;
     previously on 3/7/2007 Assigned Baa2

  -- Cl. E, Baa3 Placed Under Review for Possible Downgrade;
     previously on 3/7/2007 Assigned Baa3

  -- Cl. F, Ba2 Placed Under Review for Possible Downgrade;
     previously on 3/7/2007 Assigned Ba2

Cedarwoods CRE CDO, Ltd.

  -- Cl. A-1, Aaa Placed Under Review for Possible Downgrade;
     previously on 8/17/2006 Assigned Aaa

  -- Cl. A-2, Aaa Placed Under Review for Possible Downgrade;
     previously on 8/17/2006 Assigned Aaa

  -- Cl. A-3, Aaa Placed Under Review for Possible Downgrade;
     previously on 8/17/2006 Assigned Aaa

  -- Cl. B, Aa2 Placed Under Review for Possible Downgrade;
     previously on 8/17/2006 Assigned Aa2

  -- Cl. C, A2 Placed Under Review for Possible Downgrade;
     previously on 8/17/2006 Assigned A2

  -- Cl. D, Baa2 Placed Under Review for Possible Downgrade;
     previously on 8/17/2006 Assigned Baa2

  -- Cl. E, Baa3 Placed Under Review for Possible Downgrade;
     previously on 8/17/2006 Assigned Baa3

  -- Cl. F, Ba2 Placed Under Review for Possible Downgrade;
     previously on 8/17/2006 Assigned Ba2

Centerline 2007-1 Resecuritization Trust

  -- Cl. A-1, Aa1 Placed Under Review for Possible Downgrade;
     previously on 9/25/2008 Downgraded to Aa1

  -- Cl. A-2, A1 Placed Under Review for Possible Downgrade;
     previously on 9/25/2008 Downgraded to A1

  -- Cl. B, A2 Placed Under Review for Possible Downgrade;
     previously on 9/25/2008 Downgraded to A2

  -- Cl. C, A3 Placed Under Review for Possible Downgrade;
     previously on 9/25/2008 Downgraded to A3

  -- Cl. D, Baa1 Placed Under Review for Possible Downgrade;
     previously on 9/25/2008 Downgraded to Baa1

  -- Cl. E, Baa2 Placed Under Review for Possible Downgrade;
     previously on 9/25/2008 Downgraded to Baa2

  -- Cl. F, Baa3 Placed Under Review for Possible Downgrade;
     previously on 9/25/2008 Downgraded to Baa3

  -- Cl. G, Ba1 Placed Under Review for Possible Downgrade;
     previously on 9/25/2008 Downgraded to Ba1

  -- Cl. H, Ba2 Placed Under Review for Possible Downgrade;
     previously on 9/25/2008 Downgraded to Ba2

  -- Cl. J, Ba3 Placed Under Review for Possible Downgrade;
     previously on 9/25/2008 Downgraded to Ba3

  -- Cl. K, B2 Placed Under Review for Possible Downgrade;
     previously on 9/25/2008 Downgraded to B2

  -- Cl. L, B3 Placed Under Review for Possible Downgrade;
     previously on 9/25/2008 Downgraded to B3

  -- Cl. M, Caa1 Placed Under Review for Possible Downgrade;
     previously on 9/25/2008 Downgraded to Caa1

  -- Cl. N, Caa2 Placed Under Review for Possible Downgrade;
     previously on 9/25/2008 Downgraded to Caa2

  -- Cl. O, Caa3 Placed Under Review for Possible Downgrade;
     previously on 9/25/2008 Downgraded to Caa3

  -- Cl. P, Caa3 Placed Under Review for Possible Downgrade;
     previously on 9/25/2008 Downgraded to Caa3

Centerline 2007-SRR5, Ltd.

  -- US$10,000,000 Class J Floating Rate Deferrable Interest Notes
     Due 2052, Ba2 Placed Under Review for Possible Downgrade;
     previously on 8/23/2007 Assigned Ba2

  -- US$10,000,000 Class L Floating Rate Deferrable Interest Notes
     Due 2052, B1 Placed Under Review for Possible Downgrade;
     previously on 8/23/2007 Assigned B1

  -- US$128,000,000 Class A-2 Senior Secured Floating Rate Notes
     Due 2052, Aaa Placed Under Review for Possible Downgrade;
     previously on 8/23/2007 Assigned Aaa

  -- US$17,000,000 Class F Floating Rate Deferrable Interest Notes
     Due 2052, Baa1 Placed Under Review for Possible Downgrade;
     previously on 8/23/2007 Assigned Baa1

  -- US$200,000,000 Class A-1 Senior Secured Floating Rate Notes
     Due 2052, Aaa Placed Under Review for Possible Downgrade;
     previously on 8/23/2007 Assigned Aaa

  -- US$24,000,000 Class D Floating Rate Deferrable Interest Notes
     Due 2052, A1 Placed Under Review for Possible Downgrade;
     previously on 8/23/2007 Assigned A1

  -- US$34,000,000 Class G Floating Rate Deferrable Interest Notes
     Due 2052, Baa3 Placed Under Review for Possible Downgrade;
     previously on 8/23/2007 Assigned Baa3

  -- US$39,000,000 Class C Senior Secured Floating Rate Notes Due
     2052, Aa3 Placed Under Review for Possible Downgrade;
     previously on 8/23/2007 Assigned Aa3

  -- US$4,000,000 Class H Floating Rate Deferrable Interest Notes
     Due 2052, Ba1 Placed Under Review for Possible Downgrade;
     previously on 8/23/2007 Assigned Ba1

  -- US$4,000,000 Class N Floating Rate Deferrable Interest Notes

     Due 2052, B3 Placed Under Review for Possible Downgrade;
     previously on 8/23/2007 Assigned B3

  -- US$42,000,000 Class B Senior Secured Floating Rate Notes Due
     2052, Aa1 Placed Under Review for Possible Downgrade;
     previously on 8/23/2007 Assigned Aa1

  -- US$42,000,000 Class E Floating Rate Deferrable Interest Notes
     Due 2052, A3 Placed Under Review for Possible Downgrade;
     previously on 8/23/2007 Assigned A3

  -- US$7,000,000 Class M Floating Rate Deferrable Interest Notes
     Due 2052, B2 Placed Under Review for Possible Downgrade;
     previously on 8/23/2007 Assigned B2

  -- US$8,000,000 Class K Floating Rate Deferrable Interest Notes
     Due 2052, Ba3 Placed Under Review for Possible Downgrade;
     previously on 8/23/2007 Assigned Ba3

  -- Cloverie Plc, Series 2005-56 EUR 25,000,000 Class A Secured
     Floating Rate Portfolio Credit Linked Notes

  -- Series 2005-56 EUR 25,000,000 Class A Secured Floating Rate
     Portfolio Credit Linked Notes due 2025, Aa2 Placed Under
     Review for Possible Downgrade; previously on 9/29/2005
     Assigned Aa2

CMBSpoke 2006-I

  -- Cl. A, Aa2 Placed Under Review for Possible Downgrade;
     previously on 8/9/2006 Assigned Aa2

  -- Cl. B, A2 Placed Under Review for Possible Downgrade;
     previously on 8/9/2006 Assigned A2

  -- Cl. C, Baa3 Placed Under Review for Possible Downgrade;
     previously on 8/9/2006 Assigned Baa3

COMM 2008-RS3 Commercial Mortgage Related Securities, Series 2008-
RS3

  -- Cl. A-2A, Aaa Placed Under Review for Possible Downgrade;
     previously on 6/30/2008 Assigned Aaa

  -- Cl. A-2B, Aaa Placed Under Review for Possible Downgrade;
     previously on 6/30/2008 Assigned Aaa

  -- Cl. B, Aa2 Placed Under Review for Possible Downgrade;
     previously on 6/30/2008 Assigned Aa2

  -- Cl. C, A1 Placed Under Review for Possible Downgrade;
     previously on 6/30/2008 Assigned A1

  -- Cl. D, A2 Placed Under Review for Possible Downgrade;
     previously on 6/30/2008 Assigned A2

  -- Cl. E, A3 Placed Under Review for Possible Downgrade;
     previously on 6/30/2008 Assigned A3

  -- Cl. F, Baa1 Placed Under Review for Possible Downgrade;
     previously on 6/30/2008 Assigned Baa1

  -- Cl. G, Baa2 Placed Under Review for Possible Downgrade;
     previously on 6/30/2008 Assigned Baa2

  -- Cl. H, Baa3 Placed Under Review for Possible Downgrade;
     previously on 6/30/2008 Assigned Baa3

  -- Cl. X-B, Aaa Placed Under Review for Possible Downgrade;
     previously on 6/30/2008 Assigned Aaa

  -- Cl. X-W, Aaa Placed Under Review for Possible Downgrade;
     previously on 6/30/2008 Assigned Aaa

COMM Resecuritization 2003-J2R, CMBS Trust Certificates, Series
2003-J2R

  -- Cl. A-1A, Aaa Placed Under Review for Possible Downgrade;
     previously on 5/30/2003 Assigned Aaa

  -- Cl. A-1AIO, Aaa Placed Under Review for Possible Downgrade;
     previously on 5/30/2003 Assigned Aaa

  -- Cl. A-1B, Aaa Placed Under Review for Possible Downgrade;
     previously on 5/30/2003 Assigned Aaa

  -- Cl. A-1BIO, Aaa Placed Under Review for Possible Downgrade;
     previously on 5/30/2003 Assigned Aaa

Crest 2003-1 Ltd.

  -- Cl. A-1, Aaa Placed Under Review for Possible Downgrade;
     previously on 03/20/2003 Assigned Aaa

  -- Cl. A-2, Aaa Placed Under Review for Possible Downgrade;
     previously on 03/20/2003 Assigned Aaa

  -- Cl. B-1, Aaa Placed Under Review for Possible Downgrade;
     previously on 08/10/2006 Upgraded to Aaa

  -- Cl. B-2, Aaa Placed Under Review for Possible Downgrade;
     previously on 08/10/2006 Upgraded to Aaa

  -- Cl. C-1, Aa3 Placed Under Review for Possible Downgrade;
     previously on 08/10/2006 Upgraded to Aa3

  -- Cl. C-2, Aa3 Placed Under Review for Possible Downgrade;
     previously on 08/10/2006 Upgraded to Aa3

Crest 2003-2

  -- Cl. A-1, Aaa Placed Under Review for Possible Downgrade;
     previously on 12/19/2003 Assigned Aaa

  -- Cl. A-2, Aaa Placed Under Review for Possible Downgrade;
     previously on 12/19/2003 Assigned Aaa

  -- Cl. A-3, Aaa Placed Under Review for Possible Downgrade;
     previously on 12/19/2003 Assigned Aaa

  -- Cl. B-1, Aaa Placed Under Review for Possible Downgrade;
     previously on 9/21/2006 Upgraded to Aaa

  -- Cl. B-2, Aaa Placed Under Review for Possible Downgrade;
     previously on 9/21/2006 Upgraded to Aaa

  -- Cl. C-1, Aa2 Placed Under Review for Possible Downgrade;
     previously on 9/21/2006 Upgraded to Aa2

  -- Cl. C-2, Aa2 Placed Under Review for Possible Downgrade;
     previously on 9/21/2006 Upgraded to Aa2

  -- Cl. D-1, A3 Placed Under Review for Possible Downgrade;
     previously on 9/21/2006 Upgraded to A3

  -- Cl. D-2, A3 Placed Under Review for Possible Downgrade;
     previously on 9/21/2006 Upgraded to A3

  -- Cl. E-1, Ba1 Placed Under Review for Possible Downgrade;
     previously on 9/21/2006 Upgraded to Ba1

  -- Cl. E-2, Ba1 Placed Under Review for Possible Downgrade;
     previously on 9/21/2006 Upgraded to Ba1

Crest 2004-1. Collateralized Debt Obligations

  -- Cl. A, Aaa Placed Under Review for Possible Downgrade;
     previously on 11/22/2004 Assigned Aaa

  -- Cl. B-1, Aaa Placed Under Review for Possible Downgrade;
     previously on 8/22/2006 Upgraded to Aaa

  -- Cl. B-2, Aaa Placed Under Review for Possible Downgrade;
     previously on 8/22/2006 Upgraded to Aaa

  -- Cl. C-1, Aa1 Placed Under Review for Possible Downgrade;
     previously on 8/22/2006 Upgraded to Aa1

  -- Cl. C-2, Aa1 Placed Under Review for Possible Downgrade;
     previously on 8/22/2006 Upgraded to Aa1

  -- Cl. D, Aa3 Placed Under Review for Possible Downgrade;
     previously on 8/22/2006 Upgraded to Aa3

  -- Cl. E-1, A3 Placed Under Review for Possible Downgrade;
     previously on 8/22/2006 Upgraded to A3

  -- Cl. E-2, A3 Placed Under Review for Possible Downgrade;
     previously on 8/22/2006 Upgraded to A3

  -- Cl. F, Baa1 Placed Under Review for Possible Downgrade;
     previously on 8/22/2006 Upgraded to Baa1

  -- Cl. G-1, Baa3 Placed Under Review for Possible Downgrade;
     previously on 8/22/2006 Upgraded to Baa3

  -- Cl. G-2, Baa3 Placed Under Review for Possible Downgrade;
     previously on 8/22/2006 Upgraded to Baa3

  -- Cl. H-1, Ba2 Placed Under Review for Possible Downgrade;
     previously on 8/22/2006 Upgraded to Ba2

  -- Cl. H-2, Ba2 Placed Under Review for Possible Downgrade;
     previously on 8/22/2006 Upgraded to Ba2

Crest Exeter Street Solar 2004-1. Collateralized Debt Obligations

  -- Cl. A-1, Aaa Placed Under Review for Possible Downgrade;
     previously on 5/3/2004 Assigned Aaa

  -- Cl. A-2, Aaa Placed Under Review for Possible Downgrade;
     previously on 5/3/2004 Assigned Aaa

  -- Cl. B-1, Aaa Placed Under Review for Possible Downgrade;
     previously on 9/15/2006 Upgraded to Aaa

  -- Cl. B-2, Aaa Placed Under Review for Possible Downgrade;
     previously on 9/15/2006 Upgraded to Aaa

  -- Cl. C-1, Aa2 Placed Under Review for Possible Downgrade;
     previously on 9/15/2006 Upgraded to Aa2

  -- Cl. C-2, Aa2 Placed Under Review for Possible Downgrade;
     previously on 9/15/2006 Upgraded to Aa2

Crystal River Resecuritization 2006-1 Ltd.

  -- Cl. A, Aaa Placed Under Review for Possible Downgrade;
     previously on 1/23/2007 Assigned Aaa

  -- Cl. B, Aa2 Placed Under Review for Possible Downgrade;
     previously on 1/23/2007 Assigned Aa2

  -- Cl. C, A1 Placed Under Review for Possible Downgrade;
     previously on 1/23/2007 Assigned A1

  -- Cl. D, A3 Placed Under Review for Possible Downgrade;
     previously on 1/23/2007 Assigned A3

  -- Cl. E, Baa1 Placed Under Review for Possible Downgrade;
     previously on 1/23/2007 Assigned Baa1

  -- Cl. F, Baa2 Placed Under Review for Possible Downgrade;
     previously on 1/23/2007 Assigned Baa2

  -- Cl. G, Baa3 Placed Under Review for Possible Downgrade;
     previously on 1/23/2007 Assigned Baa3

  -- Cl. J, Ba2 Placed Under Review for Possible Downgrade;
     previously on 1/23/2007 Assigned Ba2

  -- Cl. K, B2 Placed Under Review for Possible Downgrade;
     previously on 1/23/2007 Assigned B2

CTX CDO I, Ltd.

  -- Cl. A, Aaa Placed Under Review for Possible Downgrade;
     previously on 6/22/2007 Assigned Aaa

  -- Cl. B, Aa2 Placed Under Review for Possible Downgrade;
     previously on 6/22/2007 Assigned Aa2

  -- Cl. C, A2 Placed Under Review for Possible Downgrade;
     previously on 6/22/2007 Assigned A2

  -- Cl. D, A3 Placed Under Review for Possible Downgrade;
     previously on 6/22/2007 Assigned A3

  -- Cl. E, Baa1 Placed Under Review for Possible Downgrade;
     previously on 6/22/2007 Assigned Baa1

  -- Cl. F, Baa2 Placed Under Review for Possible Downgrade;
     previously on 6/22/2007 Assigned Baa2

  -- Cl. G, Baa3 Placed Under Review for Possible Downgrade;
     previously on 6/22/2007 Assigned Baa3

  -- Cl. H, Ba1 Placed Under Review for Possible Downgrade;
     previously on 6/22/2007 Assigned Ba1

  -- Cl. J, Ba2 Placed Under Review for Possible Downgrade;
     previously on 6/22/2007 Assigned Ba2

  -- Cl. K, Ba3 Placed Under Review for Possible Downgrade;
     previously on 6/22/2007 Assigned Ba3

CW Capital Cobalt III Synthetic CDO, LTD.

  -- Cl. A, Aaa Placed Under Review for Possible Downgrade;
     previously on 12/1/2006 Assigned Aaa

  -- Cl. B, Aa2 Placed Under Review for Possible Downgrade;
     previously on 12/1/2006 Assigned Aa2

  -- Cl. C, A2 Placed Under Review for Possible Downgrade;
     previously on 12/1/2006 Assigned A2

  -- Cl. D, A3 Placed Under Review for Possible Downgrade;
     previously on 12/1/2006 Assigned A3

  -- Cl. E, Baa1 Placed Under Review for Possible Downgrade;
     previously on 12/1/2006 Assigned Baa1

  -- Cl. F, Baa3 Placed Under Review for Possible Downgrade;
     previously on 12/1/2006 Assigned Baa3

  -- Cl. G, Ba2 Placed Under Review for Possible Downgrade;
     previously on 12/1/2006 Assigned Ba2

CWCAPITAL COBALT Vr LTD.

  -- CL. A-1, Aaa Placed Under Review for Possible Downgrade;
     previously on 11/21/2007 Assigned Aaa

  -- CL. A-2, Aa2 Placed Under Review for Possible Downgrade;
     previously on 11/6/2008 Downgraded to Aa2

  -- CL. B, Aa3 Placed Under Review for Possible Downgrade;
     previously on 11/6/2008 Downgraded to Aa3

  -- CL. C, A1 Placed Under Review for Possible Downgrade;
     previously on 11/6/2008 Downgraded to A1

  -- CL. D, A2 Placed Under Review for Possible Downgrade;
     previously on 11/6/2008 Downgraded to A2

  -- CL. E, Baa1 Placed Under Review for Possible Downgrade;
     previously on 11/6/2008 Downgraded to Baa1

  -- CL. F, Baa2 Placed Under Review for Possible Downgrade;
     previously on 11/6/2008 Downgraded to Baa2

  -- CL. G, Baa3 Placed Under Review for Possible Downgrade;
     previously on 11/6/2008 Downgraded to Baa3

Dillon Read CMBS CDO 2006-1 Ltd

  -- Cl. A1, Aaa Placed Under Review for Possible Downgrade;
     previously on 11/3/2006 Assigned Aaa

  -- Cl. A2, Aa2 Placed Under Review for Possible Downgrade;
     previously on 11/3/2006 Assigned Aa2

  -- Cl. A3, A2 Placed Under Review for Possible Downgrade;
     previously on 11/3/2006 Assigned A2

  -- Cl. A4, A3 Placed Under Review for Possible Downgrade;
     previously on 11/3/2006 Assigned A3

  -- Cl. A-S1VF, Aaa Placed Under Review for Possible Downgrade;
     previously on 11/3/2006 Assigned Aaa

  -- Cl. B1, Baa2 Placed Under Review for Possible Downgrade;
     previously on 11/3/2006 Assigned Baa2

  -- Cl. B2, Baa3 Placed Under Review for Possible Downgrade;
     previously on 11/3/2006 Assigned Baa3

  -- Cl. B3, Ba1 Placed Under Review for Possible Downgrade;
     previously on 11/3/2006 Assigned Ba1

  -- Cl. B4, Ba2 Placed Under Review for Possible Downgrade;
     previously on 11/3/2006 Assigned Ba2

Eirles Two Limited Series 193

  -- Series 193 US$40,000,000 Floating Rate Credit Linked Secured
     Notes due 2046, Aa3 Placed Under Review for Possible
     Downgrade; previously on 6/29/2005 Assigned Aa3

Eirles Two Limited Series 194

  -- Series 194 US$38,500,000 Floating Rate Credit Linked Secured
     Notes due 2042, Aa3 Placed Under Review for Possible
     Downgrade; previously on 6/27/2005 Assigned Aa3

Eirles Two Limited Series 196

  -- Series 196 US$50,000,000 Floating Rate Credit Linked Secured
     Notes due 2056, Aa3 Placed Under Review for Possible
     Downgrade; previously on 7/29/2005 Assigned Aa3

Fairfield Street Solar 2004-1 Ltd. Collateralized Debt Obligations

  -- Cl. A, Aaa Placed Under Review for Possible Downgrade;
     previously on 12/21/2004 Assigned Aaa

  -- Cl. A-2a, Aaa Placed Under Review for Possible Downgrade;
     previously on 12/21/2004 Assigned Aaa

  -- Cl. A-2b, Aaa Placed Under Review for Possible Downgrade;
     previously on 12/21/2004 Assigned Aaa

  -- Cl. B, Aa2 Placed Under Review for Possible Downgrade;
     previously on 12/21/2004 Assigned Aa2

  -- Cl. B-2, Aa2 Placed Under Review for Possible Downgrade;
     previously on 12/21/2004 Assigned Aa2

  -- Cl. C, A2 Placed Under Review for Possible Downgrade;
     previously on 12/21/2004 Assigned A2

  -- Cl. C-2, A2 Placed Under Review for Possible Downgrade;
     previously on 12/21/2004 Assigned A2

  -- Cl. D, Baa3 Placed Under Review for Possible Downgrade;
     previously on 12/21/2004 Assigned Baa3

  -- Cl. D-2, Baa3 Placed Under Review for Possible Downgrade;
     previously on 12/21/2004 Assigned Baa3

  -- Cl. E, Ba3 Placed Under Review for Possible Downgrade;
     previously on 12/21/2004 Assigned Ba3

  -- Cl. E-2, Ba3 Placed Under Review for Possible Downgrade;
     previously on 12/21/2004 Assigned Ba3

G-FORCE CDO 2006-1 Ltd.

  -- Cl. A-1, Aaa Placed Under Review for Possible Downgrade;
     previously on 10/2/2006 Assigned Aaa

  -- Cl. A-2, Aaa Placed Under Review for Possible Downgrade;
     previously on 10/2/2006 Assigned Aaa

  -- Cl. A-3, Aaa Placed Under Review for Possible Downgrade;
     previously on 10/2/2006 Assigned Aaa

  -- Cl. B, Aa3 Placed Under Review for Possible Downgrade;
     previously on 7/25/2008 Downgraded to Aa3

  -- Cl. C, A1 Placed Under Review for Possible Downgrade;
     previously on 7/25/2008 Downgraded to A1

  -- Cl. D, Baa1 Placed Under Review for Possible Downgrade;
     previously on 7/25/2008 Downgraded to Baa1

  -- Cl. JRFL, Aaa Placed Under Review for Possible Downgrade;
     previously on 10/2/2006 Assigned Aaa

  -- Cl. SSFL, Aaa Placed Under Review for Possible Downgrade;
     previously on 10/2/2006 Assigned Aaa

Greenwich Capital Commercial Mortgage Trust 2007-RR2

  -- Cl. A-1FL, Aaa Placed Under Review for Possible Downgrade;
     previously on 6/28/2007 Assigned Aaa

  -- Cl. A-1FX, Aaa Placed Under Review for Possible Downgrade;
     previously on 6/28/2007 Assigned Aaa

  -- Cl. A-2, Aaa Placed Under Review for Possible Downgrade;
     previously on 6/28/2007 Assigned Aaa

  -- Cl. X, Aaa Placed Under Review for Possible Downgrade;
     previously on 6/28/2007 Assigned Aaa

GS Mortgage Securities Corporation II, Commercial Mortgage Pass-
Through Certificates, Series 2006-CC1

  -- Cl. A, Aaa Placed Under Review for Possible Downgrade;
     previously on 4/13/2006 Assigned Aaa

  -- Cl. B, Aa2 Placed Under Review for Possible Downgrade;
     previously on 4/13/2006 Assigned Aa2

GS Mortgage Securities Corporation II, Commercial Mortgage Pass-
Through Certificates, Series 2006-CC1

  -- Cl. C, A2 Placed Under Review for Possible Downgrade;
     previously on 4/13/2006 Assigned A2

  -- Cl. D, A3 Placed Under Review for Possible Downgrade;
     previously on 4/13/2006 Assigned A3

  -- Cl. E, Baa1 Placed Under Review for Possible Downgrade;
     previously on 4/13/2006 Assigned Baa1

  -- Cl. F, Baa2 Placed Under Review for Possible Downgrade;
     previously on 4/13/2006 Assigned Baa2

  -- Cl. G, Baa3 Placed Under Review for Possible Downgrade;
     previously on 4/13/2006 Assigned Baa3

  -- Cl. H, Ba1 Placed Under Review for Possible Downgrade;
     previously on 4/13/2006 Assigned Ba1

  -- Cl. J, Ba2 Placed Under Review for Possible Downgrade;
     previously on 4/13/2006 Assigned Ba2

  -- Cl. K, Ba3 Placed Under Review for Possible Downgrade;
     previously on 4/13/2006 Assigned Ba3

  -- Cl. L, B1 Placed Under Review for Possible Downgrade;
     previously on 4/13/2006 Assigned B1

  -- Cl. M, B2 Placed Under Review for Possible Downgrade;
     previously on 4/13/2006 Assigned B2

GS Mortgage Securities Corporation II, Commercial Mortgage Pass-
Through Certificates, Series 2006-RR2

  -- Cl. A-1, Aaa Placed Under Review for Possible Downgrade;
     previously on 8/16/2006 Assigned Aaa

  -- Cl. A-2, Aaa Placed Under Review for Possible Downgrade;
     previously on 8/16/2006 Assigned Aaa

  -- Cl. B, Aa1 Placed Under Review for Possible Downgrade;
     previously on 8/16/2006 Assigned Aa1

  -- Cl. C, Aa2 Placed Under Review for Possible Downgrade;
     previously on 8/16/2006 Assigned Aa2

  -- Cl. D, Aa3 Placed Under Review for Possible Downgrade;
     previously on 8/16/2006 Assigned Aa3

  -- Cl. E, A2 Placed Under Review for Possible Downgrade;
     previously on 9/25/2008 Downgraded to A2

  -- Cl. F, A3 Placed Under Review for Possible Downgrade;
     previously on 9/25/2008 Downgraded to A3

  -- Cl. G, Baa1 Placed Under Review for Possible Downgrade;
     previously on 9/25/2008 Downgraded to Baa1

  -- Cl. H, Baa2 Placed Under Review for Possible Downgrade;
     previously on 9/25/2008 Downgraded to Baa2

  -- Cl. J, Baa3 Placed Under Review for Possible Downgrade;
     previously on 9/25/2008 Downgraded to Baa3

  -- Cl. K, Ba1 Placed Under Review for Possible Downgrade;
     previously on 9/25/2008 Downgraded to Ba1

  -- Cl. L, Ba2 Placed Under Review for Possible Downgrade;
     previously on 8/1/2008 Downgraded to Ba2

  -- Cl. M, Ba3 Placed Under Review for Possible Downgrade;
     previously on 8/1/2008 Downgraded to Ba3

  -- Cl. N, B1 Placed Under Review for Possible Downgrade;
     previously on 8/1/2008 Downgraded to B1

  -- Cl. O, B3 Placed Under Review for Possible Downgrade;
     previously on 8/1/2008 Downgraded to B3

  -- Cl. P, Caa1 Placed Under Review for Possible Downgrade;
     previously on 8/1/2008 Downgraded to Caa1

  -- Cl. Q, Caa2 Placed Under Review for Possible Downgrade;
     previously on 8/1/2008 Downgraded to Caa2

GS Mortgage Securities Corporation II, Commercial Mortgage Pass-
Through Certificates, Series 2006-RR3

  -- Cl. A1-S, Aaa Placed Under Review for Possible Downgrade;
     previously on 12/21/2006 Assigned Aaa

  -- Cl. A1-P, Aaa Placed Under Review for Possible Downgrade;
     previously on 12/21/2006 Assigned Aaa

  -- Cl. A-2, Aaa Placed Under Review for Possible Downgrade;
     previously on 12/21/2006 Assigned Aaa

  -- Cl. B, Aa1 Placed Under Review for Possible Downgrade;
     previously on 12/21/2006 Assigned Aa1

  -- Cl. C, Aa2 Placed Under Review for Possible Downgrade;
     previously on 12/21/2006 Assigned Aa2

  -- Cl. D, Aa3 Placed Under Review for Possible Downgrade;
     previously on 12/21/2006 Assigned Aa3

  -- Cl. E, A1 Placed Under Review for Possible Downgrade;
     previously on 12/21/2006 Assigned A1

  -- Cl. F, A2 Placed Under Review for Possible Downgrade;
     previously on 12/21/2006 Assigned A2

-- Cl. G, A3 Placed Under Review for Possible Downgrade;
     previously on 12/21/2006 Assigned A3

  -- Cl. O, Ba3 Placed Under Review for Possible Downgrade;
     previously on 12/21/2006 Assigned Ba3

  -- Cl. X, Aaa Placed Under Review for Possible Downgrade;
     previously on 12/21/2006 Assigned Aaa

GS Mortgage Securities Corporation II, Commercial Mortgage Pass-
Through Certificates, Series 2007-GKK1

  -- Cl. A-1, Aaa Placed Under Review for Possible Downgrade;
     previously on 5/24/2007 Assigned Aaa

  -- Cl. A-2, Aaa Placed Under Review for Possible Downgrade;
     previously on 5/24/2007 Assigned Aaa

  -- Cl. B, Aa2 Placed Under Review for Possible Downgrade;
     previously on 5/24/2007 Assigned Aa2

  -- Cl. C, A1 Placed Under Review for Possible Downgrade;
     previously on 5/24/2007 Assigned A1

  -- Cl. D, A2 Placed Under Review for Possible Downgrade;
     previously on 5/24/2007 Assigned A2

  -- Cl. E, A3 Placed Under Review for Possible Downgrade;
     previously on 5/24/2007 Assigned A3

  -- Cl. F, Baa1 Placed Under Review for Possible Downgrade;
     previously on 5/24/2007 Assigned Baa1

  -- Cl. G, Baa2 Placed Under Review for Possible Downgrade;
     previously on 5/24/2007 Assigned Baa2

  -- Cl. H, Baa3 Placed Under Review for Possible Downgrade;
     previously on 5/24/2007 Assigned Baa3

  -- Cl. J, Ba2 Placed Under Review for Possible Downgrade;
     previously on 5/24/2007 Assigned Ba2

  -- Cl. K, B2 Placed Under Review for Possible Downgrade;
     previously on 5/24/2007 Assigned B2

HALCYON 2005-2, Ltd.

  -- Cl. A, Aaa Placed Under Review for Possible Downgrade;
     previously on 10/20/2005 Assigned Aaa

  -- Cl. B, Aa2 Placed Under Review for Possible Downgrade;
     previously on 10/20/2005 Assigned Aa2

  -- Cl. C, Baa1 Placed Under Review for Possible Downgrade;
     previously on 10/20/2005 Assigned Baa1

HARBOR Series 2006-1 LLC

  -- Cl. A, Aaa Placed Under Review for Possible Downgrade;
     previously on 7/28/2006 Assigned Aaa

  -- Cl. B, Aa2 Placed Under Review for Possible Downgrade;
     previously on 7/28/2006 Assigned Aa2

  -- Cl. C, A3 Placed Under Review for Possible Downgrade;
     previously on 7/28/2006 Assigned A3

  -- Cl. D, Baa2 Placed Under Review for Possible Downgrade;
     previously on 7/28/2006 Assigned Baa2

HARBOR Series 2006-2 LLC

  -- Cl. A, Aaa Placed Under Review for Possible Downgrade;
     previously on 10/4/2006 Assigned Aaa

  -- Cl. B, A1 Placed Under Review for Possible Downgrade;
     previously on 10/4/2006 Assigned A1

  -- Cl. C, A3 Placed Under Review for Possible Downgrade;
     previously on 10/4/2006 Assigned A3

  -- Cl. D, Baa3 Placed Under Review for Possible Downgrade;
     previously on 10/4/2006 Assigned Baa3

J.P. Morgan-CIBC Commercial Mortgage-Backed Securities Trust 2006-
RR1

  -- Cl. A-1, Aaa Placed Under Review for Possible Downgrade;
     previously on 7/12/2006 Assigned Aaa

  -- Cl. A-2, Aaa Placed Under Review for Possible Downgrade;
     previously on 7/12/2006 Assigned Aaa

  -- Cl. B, Aa2 Placed Under Review for Possible Downgrade;
     previously on 7/12/2006 Assigned Aa2

  -- Cl. C, A2 Placed Under Review for Possible Downgrade;
     previously on 7/12/2006 Assigned A2

  -- Cl. D, A3 Placed Under Review for Possible Downgrade;
     previously on 7/12/2006 Assigned A3

  -- Cl. E, Baa1 Placed Under Review for Possible Downgrade;
     previously on 7/12/2006 Assigned Baa1

  -- Cl. F, Baa2 Placed Under Review for Possible Downgrade;
     previously on 7/12/2006 Assigned Baa2

  -- Cl. G, Baa3 Placed Under Review for Possible Downgrade;
     previously on 7/12/2006 Assigned Baa3

  -- Cl. H, Ba2 Placed Under Review for Possible Downgrade;
     previously on 11/6/2008 Downgraded to Ba2

  -- Cl. J, Ba3 Placed Under Review for Possible Downgrade;
     previously on 11/6/2008 Downgraded to Ba3

  -- Cl. K, B2 Placed Under Review for Possible Downgrade;
     previously on 11/6/2008 Downgraded to B2

  -- Cl. L, Caa1 Placed Under Review for Possible Downgrade;
     previously on 11/6/2008 Downgraded to Caa1

JER CRE CDO 2005-1, Limited

  -- Cl. A, Aaa Placed Under Review for Possible Downgrade;
     previously on 11/17/2005 Assigned Aaa

  -- Cl. B-1, Aa2 Placed Under Review for Possible Downgrade;
     previously on 11/17/2005 Assigned Aa2

  -- Cl. B-2, Aa2 Placed Under Review for Possible Downgrade;
     previously on 11/17/2005 Assigned Aa2

  -- Cl. C, A2 Placed Under Review for Possible Downgrade;
     previously on 11/17/2005 Assigned A2

  -- Cl. D, Baa3 Placed Under Review for Possible Downgrade;
     previously on 11/20/2008 Downgraded to Baa3

  -- Cl. E, Ba2 Placed Under Review for Possible Downgrade;
     previously on 11/20/2008 Downgraded to Ba2

  -- Cl. F, B1 Placed Under Review for Possible Downgrade;
     previously on 11/20/2008 Downgraded to B1

  -- Cl. G, Caa1 Placed Under Review for Possible Downgrade;
     previously on 11/20/2008 Downgraded to Caa1

JER CRE CDO 2006-2, Limited

  -- Cl. A-FL, Aaa Placed Under Review for Possible Downgrade;
     previously on 11/3/2006 Assigned Aaa

  -- Cl. B-FL, Aa2 Placed Under Review for Possible Downgrade;
     previously on 11/3/2006 Assigned Aa2

  -- Cl. C-FL, A1 Placed Under Review for Possible Downgrade;
     previously on 11/3/2006 Assigned A1

  -- Cl. C-FX, A1 Placed Under Review for Possible Downgrade;
     previously on 11/3/2006 Assigned A1

  -- Cl. D-FL, A2 Placed Under Review for Possible Downgrade;
     previously on 11/3/2006 Assigned A2

  -- Cl. D-FX, A2 Placed Under Review for Possible Downgrade;
     previously on 11/3/2006 Assigned A2

  -- Cl. E-FL, A3 Placed Under Review for Possible Downgrade;
     previously on 11/3/2006 Assigned A3

  -- Cl. E-FX, A3 Placed Under Review for Possible Downgrade;
     previously on 11/3/2006 Assigned A3

  -- Cl. F-FL, Baa1 Placed Under Review for Possible Downgrade;
     previously on 11/3/2006 Assigned Baa1

  -- Cl. G-FL, Baa2 Placed Under Review for Possible Downgrade;
     previously on 11/3/2006 Assigned Baa2

  -- Cl. H-FL, Baa2 Placed Under Review for Possible Downgrade;
     previously on 11/3/2006 Assigned Baa2

  -- Cl. J-FX, Baa3 Placed Under Review for Possible Downgrade;
     previously on 11/3/2006 Assigned Baa3

  -- Cl. K, Ba2 Placed Under Review for Possible Downgrade;
     previously on 11/3/2006 Assigned Ba2

  -- Cl. L, B2 Placed Under Review for Possible Downgrade;
     previously on 11/3/2006 Assigned B2

Kimberlite CDO I, Ltd.

  -- Cl. A, Aaa Placed Under Review for Possible Downgrade;
     previously on 10/17/2006 Assigned Aaa

  -- Cl. B, Aa2 Placed Under Review for Possible Downgrade;
     previously on 10/17/2006 Assigned Aa2

  -- Cl. C, A1 Placed Under Review for Possible Downgrade;
     previously on 10/17/2006 Assigned A1

  -- Cl. D, A2 Placed Under Review for Possible Downgrade;
     previously on 10/17/2006 Assigned A2

  -- Cl. E, A3 Placed Under Review for Possible Downgrade;
     previously on 10/17/2006 Assigned A3

  -- Cl. F, Baa1 Placed Under Review for Possible Downgrade;
     previously on 10/17/2006 Assigned Baa1

  -- Cl. G, Baa3 Placed Under Review for Possible Downgrade;
     previously on 10/17/2006 Assigned Baa3

  -- Cl. H, Ba2 Placed Under Review for Possible Downgrade;
     previously on 10/17/2006 Assigned Ba2

LEAFs CMBS I Ltd.

  -- Cl. A-1B, Aaa Placed Under Review for Possible Downgrade;
     previously on 11/22/2002 Assigned Aaa

  -- Cl. A-1C, Aaa Placed Under Review for Possible Downgrade;
     previously on 01/21/2003 Assigned Aaa

  -- Cl. A-1MF, Aaa Placed Under Review for Possible Downgrade;
     previously on 01/21/2003 Assigned Aaa

  -- Cl. A-2, Aaa Placed Under Review for Possible Downgrade;
     previously on 11/22/2002 Assigned Aaa

  -- Cl. B, Aaa Placed Under Review for Possible Downgrade;
     previously on 02/08/2006 Upgraded Aaa

  -- Cl. C, Aa3 Placed Under Review for Possible Downgrade;
     previously on 02/08/2006 Assigned Aa3

  -- Cl. D, Baa2 Placed Under Review for Possible Downgrade;
     previously on 02/08/2006 Assigned Baa2

Lenox Street 2007-1, LTD.

  -- Cl. A, Aaa Placed Under Review for Possible Downgrade;
     previously on 4/25/2007 Assigned Aaa

  -- Cl. B, Aa2 Placed Under Review for Possible Downgrade;
     previously on 4/25/2007 Assigned Aa2

  -- Cl. C, A2 Placed Under Review for Possible Downgrade;
     previously on 4/25/2007 Assigned A2

  -- Cl. D, A3 Placed Under Review for Possible Downgrade;
     previously on 4/25/2007 Assigned A3

  -- Cl. E, Baa1 Placed Under Review for Possible Downgrade;
     previously on 4/25/2007 Assigned Baa1

  -- Cl. F, Baa3 Placed Under Review for Possible Downgrade;
     previously on 4/25/2007 Assigned Baa3

  -- Cl. G, Ba1 Placed Under Review for Possible Downgrade;
     previously on 4/25/2007 Assigned Ba1

  -- Cl. H, Ba2 Placed Under Review for Possible Downgrade;
     previously on 4/25/2007 Assigned Ba2

  -- Cl. J, Ba3 Placed Under Review for Possible Downgrade;
     previously on 4/25/2007 Assigned Ba3

LNR CDO 2002-1 Ltd.

  -- Cl. A, Aaa Placed Under Review for Possible Downgrade;
     previously on 7/9/2002 Assigned Aaa

  -- Cl. B, Aaa Placed Under Review for Possible Downgrade;
     previously on 3/15/2007 Upgraded to Aaa

  -- Cl. C, Aa1 Placed Under Review for Possible Downgrade;
     previously on 3/15/2007 Upgraded to Aa1

  -- Cl. D-FL, A2 Placed Under Review for Possible Downgrade;
     previously on 3/15/2007 Upgraded to A2

  -- Cl. D-FX, A2 Placed Under Review for Possible Downgrade;
     previously on 3/15/2007 Upgraded to A2

  -- Cl. E-FL, Baa3 Placed Under Review for Possible Downgrade;
     previously on 7/9/2002 Assigned Baa3

  -- Cl. E-FX, Baa3 Placed Under Review for Possible Downgrade;
     previously on 7/9/2002 Assigned Baa3

  -- Cl. E-FXD, Baa3 Placed Under Review for Possible Downgrade;
     previously on 7/9/2002 Assigned Baa3

LNR CDO 2003-1 Ltd.

  -- Cl. A, Aaa Placed Under Review for Possible Downgrade;
     previously on 7/3/2003 Assigned Aaa

  -- Cl. B, Aaa Placed Under Review for Possible Downgrade;
     previously on 10/12/2006 Upgraded to Aaa

  -- Cl. C-FL, Aa1 Placed Under Review for Possible Downgrade;
     previously on 10/12/2006 Upgraded to Aa1

  -- Cl. C-FX, Aa1 Placed Under Review for Possible Downgrade;
     previously on 10/12/2006 Upgraded to Aa1

  -- Cl. D-FL, Aa2 Placed Under Review for Possible Downgrade;
     previously on 10/12/2006 Upgraded to Aa2

  -- Cl. D-FX, Aa2 Placed Under Review for Possible Downgrade;
     previously on 10/12/2006 Upgraded to Aa2

  -- Cl. E-FL, Baa1 Placed Under Review for Possible Downgrade;
     previously on 10/12/2006 Upgraded to Baa1

  -- Cl. E-FX, Baa1 Placed Under Review for Possible Downgrade;
     previously on 10/12/2006 Upgraded to Baa1

LNR CDO III Ltd. Collateralized Debt Obligations, Series 2005-1

  -- Cl. A, Aaa Placed Under Review for Possible Downgrade;
     previously on 9/1/2005 Assigned Aaa

  -- Cl. B, Aa2 Placed Under Review for Possible Downgrade;
     previously on 9/1/2005 Assigned Aa2

  -- Cl. C, A2 Placed Under Review for Possible Downgrade;
     previously on 9/1/2005 Assigned A2

  -- Cl. D-FL, A3 Placed Under Review for Possible Downgrade;
     previously on 9/1/2005 Assigned A3

  -- Cl. E-FL, Baa1 Placed Under Review for Possible Downgrade;
     previously on 9/1/2005 Assigned Baa1

  -- Cl. E-FX, Baa1 Placed Under Review for Possible Downgrade;
     previously on 9/1/2005 Assigned Baa1

  -- Cl. F-FL, Baa2 Placed Under Review for Possible Downgrade;
     previously on 9/1/2005 Assigned Baa2

  -- Cl. F-FX, Baa2 Placed Under Review for Possible Downgrade;
     previously on 9/1/2005 Assigned Baa2

  -- Cl. G-FL, Baa3 Placed Under Review for Possible Downgrade;
     previously on 9/1/2005 Assigned Baa3

LNR CDO IV Ltd. Collateralized Debt Obligations, Series 2006-1

  -- Cl. A, Aaa Placed Under Review for Possible Downgrade;
     previously on 3/22/2006 Assigned Aaa

  -- Cl. B-FL, Aa2 Placed Under Review for Possible Downgrade;
     previously on 3/22/2006 Assigned Aa2

  -- Cl. B-FX, Aa2 Placed Under Review for Possible Downgrade;
     previously on 3/22/2006 Assigned Aa2

  -- Cl. C-FL, A2 Placed Under Review for Possible Downgrade;
     previously on 3/22/2006 Assigned A2

  -- Cl. C-FX, A2 Placed Under Review for Possible Downgrade;
     previously on 3/22/2006 Assigned A2

  -- Cl. D-FL, A3 Placed Under Review for Possible Downgrade;
     previously on 3/22/2006 Assigned A3

  -- Cl. D-FX, A3 Placed Under Review for Possible Downgrade;
     previously on 3/22/2006 Assigned A3

  -- Cl. E, Baa2 Placed Under Review for Possible Downgrade;
     previously on 7/25/2008 Downgraded to Baa2

  -- Cl. F-FL, Baa3 Placed Under Review for Possible Downgrade;
     previously on 7/25/2008 Downgraded to

  -- Cl. F-FX, Baa3 Placed Under Review for Possible Downgrade;
     previously on 7/25/2008 Downgraded to

  -- Cl. G, Ba1 Placed Under Review for Possible Downgrade;
     previously on 7/25/2008 Downgraded to Ba1

  -- Cl. H, Ba3 Placed Under Review for Possible Downgrade;
     previously on 7/25/2008 Downgraded to Ba3

  -- Cl. J, B1 Placed Under Review for Possible Downgrade;
     previously on 7/25/2008 Downgraded to B1

  -- Cl. K, B2 Placed Under Review for Possible Downgrade;
     previously on 7/25/2008 Downgraded to B2

LNR CDO V LTD. Collateralized Debt Obligations, Series 2007-1

  -- Cl. A, Aaa Placed Under Review for Possible Downgrade;
     previously on 3/16/2007 Assigned Aaa

  -- Cl. B, Aa2 Placed Under Review for Possible Downgrade;
     previously on 3/16/2007 Assigned Aa2

  -- Cl. C-FL, A1 Placed Under Review for Possible Downgrade;
     previously on 3/16/2007 Assigned A1

  -- Cl. C-FX, A1 Placed Under Review for Possible Downgrade;
     previously on 3/16/2007 Assigned A1

  -- Cl. D, A2 Placed Under Review for Possible Downgrade;
     previously on 3/16/2007 Assigned A2

  -- Cl. E, A3 Placed Under Review for Possible Downgrade;
     previously on 3/16/2007 Assigned A3

  -- Cl. F, Baa1 Placed Under Review for Possible Downgrade;
     previously on 3/16/2007 Assigned Baa1

  -- Cl. G, Baa2 Placed Under Review for Possible Downgrade;
     previously on 3/16/2007 Assigned Baa2

  -- Cl. H, Baa3 Placed Under Review for Possible Downgrade;
     previously on 3/16/2007 Assigned Baa3

  -- Cl. J, Ba1 Placed Under Review for Possible Downgrade;
     previously on 3/16/2007 Assigned Ba1

  -- Cl. K, Ba2 Placed Under Review for Possible Downgrade;
     previously on 3/16/2007 Assigned Ba2

  -- Cl. L, Ba3 Placed Under Review for Possible Downgrade;
     previously on 3/16/2007 Assigned Ba3

Maclaurin SPC 2007-2 Segregated Portfolio

  -- Cl. A1, Aaa Placed Under Review for Possible Downgrade;
     previously on 8/24/2007 Assigned Aaa

  -- Cl. A2, Aaa Placed Under Review for Possible Downgrade;
     previously on 8/24/2007 Assigned Aaa

Magnolia Finance II plc Series 2007-2A

  -- US$150,000,000 CMBS Portfolio Variable Rate Notes due
     November 2052, Aaa Placed Under Review for Possible
     Downgrade; previously on 7/27/2007 Assigned Aaa

Magnolia Finance II plc Series 2007-5

  -- US$18,000,000 CMBS Portfolio Variable Rate Notes due October
     2045, Aaa Placed Under Review for Possible Downgrade;
     previously on 9/18/2007 Assigned Aaa

Magnolia Finance II Series 2005-6

  -- Cl. A, Aaa Placed Under Review for Possible Downgrade;
     previously on 1/3/2006 Assigned Aaa

  -- Cl. B, Aaa Placed Under Review for Possible Downgrade;
     previously on 1/3/2006 Assigned Aaa

Magnolia Finance II Series 2007-2

  -- Cl. D CMBS Portfolio Variable Rate Notes due November 2052,
     Baa3 Placed Under Review for Possible Downgrade; previously
     on 7/27/2007 Assigned Baa3

  -- Cl. E CMBS Portfolio Variable Rate Notes due November 2052,
     Ba2 Placed Under Review for Possible Downgrade; previously on
     7/27/2007 Assigned Ba2

MAX CMBS I Ltd.

  -- CL. A-1, Aaa Placed Under Review for Possible Downgrade;
     previously on 11/14/2007 Assigned Aaa

MAX CMBS I Ltd., Series 2008-1

  -- Cl. A-1, Aaa Placed Under Review for Possible Downgrade;
     previously on 6/25/2008 Assigned Aaa

  -- Cl. A-2A, Aaa Placed Under Review for Possible Downgrade;
     previously on 6/25/2008 Assigned Aaa

  -- Cl. A-2B, Aaa Placed Under Review for Possible Downgrade;
     previously on 6/25/2008 Assigned Aaa

  -- Cl. C, Aa2 Placed Under Review for Possible Downgrade;
     previously on 6/25/2008 Assigned Aa2

  -- Cl. E, A1 Placed Under Review for Possible Downgrade;
     previously on 6/25/2008 Assigned A1

  -- Cl. F, A2 Placed Under Review for Possible Downgrade;
     previously on 6/25/2008 Assigned A2

  -- Cl. G, A3 Placed Under Review for Possible Downgrade;
     previously on 6/25/2008 Assigned A3

  -- Cl. H, Baa1 Placed Under Review for Possible Downgrade;
     previously on 6/25/2008 Assigned Baa1

  -- Cl. J, Baa2 Placed Under Review for Possible Downgrade;
     previously on 6/25/2008 Assigned Baa2

  -- Cl. K, Baa3 Placed Under Review for Possible Downgrade;
     previously on 6/25/2008 Assigned Baa3

  -- Cl. X-B, Aaa Placed Under Review for Possible Downgrade;
     previously on 6/25/2008 Assigned Aaa

  -- Cl. X-C, Aaa Placed Under Review for Possible Downgrade;
     previously on 6/25/2008 Assigned Aaa

  -- Cl. X-W, Aaa Placed Under Review for Possible Downgrade;
     previously on 6/25/2008 Assigned Aaa

Morgan Stanley Capital I Inc 2005-RR6

  -- Cl. A-1, Aaa Placed Under Review for Possible Downgrade;
     previously on 1/25/2006 Assigned Aaa

  -- Cl. A-2FL, Aaa Placed Under Review for Possible Downgrade;
     previously on 1/25/2006 Assigned Aaa

  -- Cl. A-2FX, Aaa Placed Under Review for Possible Downgrade;
     previously on 1/25/2006 Assigned Aaa

  -- Cl. A-3FL, Aaa Placed Under Review for Possible Downgrade;
     previously on 1/25/2006 Assigned Aaa

  -- Cl. A-3FX, Aaa Placed Under Review for Possible Downgrade;
     previously on 1/25/2006 Assigned Aaa


  -- Cl. A-J, Aaa Placed Under Review for Possible Downgrade;
     previously on 1/25/2006 Assigned Aaa

  -- Cl. B, Aa2 Placed Under Review for Possible Downgrade;
     previously on 1/25/2006 Assigned Aa2

  -- Cl. C, A2 Placed Under Review for Possible Downgrade;
     previously on 1/25/2006 Assigned A2

  -- Cl. D, A3 Placed Under Review for Possible Downgrade;
     previously on 1/25/2006 Assigned A3

  -- Cl. E, Baa1 Placed Under Review for Possible Downgrade;
     previously on 1/25/2006 Assigned Baa1

  -- Cl. F, Baa2 Placed Under Review for Possible Downgrade;
     previously on 1/25/2006 Assigned Baa2

  -- Cl. G, Baa3 Placed Under Review for Possible Downgrade;
     previously on 1/25/2006 Assigned Baa3

  -- Cl. H, Ba3 Placed Under Review for Possible Downgrade;
     previously on 11/6/2008 Downgraded to Ba3

  -- Cl. J, B1 Placed Under Review for Possible Downgrade;
     previously on 11/6/2008 Downgraded to B1

  -- Cl. K, B2 Placed Under Review for Possible Downgrade;
     previously on 11/6/2008 Downgraded to B2

  -- Cl. L, Caa1 Placed Under Review for Possible Downgrade;
     previously on 11/6/2008 Downgraded to Caa1

  -- Cl. M, Caa2 Placed Under Review for Possible Downgrade;
     previously on 11/6/2008 Downgraded to Caa2

  -- Cl. N, Caa3 Placed Under Review for Possible Downgrade;
     previously on 11/6/2008 Downgraded to Caa3

  -- Cl. X, Aaa Placed Under Review for Possible Downgrade;
     previously on 1/25/2006 Assigned Aaa

MSC 2006-SRR1

  -- Cl. A2, Aaa Placed Under Review for Possible Downgrade;
     previously on 9/5/2006 Assigned Aaa

  -- Cl. A2-S, Aa1 Placed Under Review for Possible Downgrade;
     previously on 9/5/2006 Assigned Aa1

  -- Cl. B, Aa2 Placed Under Review for Possible Downgrade;
     previously on 9/5/2006 Assigned Aa2

  -- Cl. B-S, Aa3 Placed Under Review for Possible Downgrade;
     previously on 9/5/2006 Assigned Aa3

  -- Cl. C, A2 Placed Under Review for Possible Downgrade;
     previously on 9/5/2006 Assigned A2

  -- Cl. C-S, A3 Placed Under Review for Possible Downgrade;
     previously on 9/5/2006 Assigned A3

  -- Cl. D, Baa1 Placed Under Review for Possible Downgrade;
     previously on 9/5/2006 Assigned Baa1

  -- Cl. D-S, Baa2 Placed Under Review for Possible Downgrade;
     previously on 9/5/2006 Assigned Baa2

  -- Cl. E, Baa2 Placed Under Review for Possible Downgrade;
     previously on 9/5/2006 Assigned Baa2

  -- Cl. E-S, Baa3 Placed Under Review for Possible Downgrade;
     previously on 9/5/2006 Assigned Baa3

  -- Cl. F, Baa3 Placed Under Review for Possible Downgrade;
     previously on 9/5/2006 Assigned Baa3

  -- Cl. F-S, Ba1 Placed Under Review for Possible Downgrade;
     previously on 9/5/2006 Assigned Ba1

  -- Cl. G, Ba1 Placed Under Review for Possible Downgrade;
     previously on 9/5/2006 Assigned Ba1

  -- Cl. H, Ba2 Placed Under Review for Possible Downgrade;
     previously on 9/5/2006 Assigned Ba2

  -- Cl. J, Ba3 Placed Under Review for Possible Downgrade;
     previously on 9/5/2006 Assigned Ba3

  -- Cl. K, B1 Placed Under Review for Possible Downgrade;
     previously on 9/5/2006 Assigned B1

  -- Cl. L, B2 Placed Under Review for Possible Downgrade;
     previously on 9/5/2006 Assigned B2

  -- Cl. M, B3 Placed Under Review for Possible Downgrade;
     previously on 9/5/2006 Assigned B3

MSC 2007-SRR3

  -- Cl. A, Aaa Placed Under Review for Possible Downgrade;
     previously on 3/21/2007 Assigned Aaa

  -- Cl. B, Aa1 Placed Under Review for Possible Downgrade;
     previously on 3/21/2007 Assigned Aa1

  -- Cl. C, Aa2 Placed Under Review for Possible Downgrade;
     previously on 3/21/2007 Assigned Aa2

  -- Cl. D, Aa3 Placed Under Review for Possible Downgrade;
     previously on 3/21/2007 Assigned Aa3

  -- Cl. E, A1 Placed Under Review for Possible Downgrade;
     previously on 3/21/2007 Assigned A1

  -- Cl. F, A2 Placed Under Review for Possible Downgrade;
     previously on 3/21/2007 Assigned A2

  -- Cl. G, A3 Placed Under Review for Possible Downgrade;
     previously on 3/21/2007 Assigned A3

  -- Cl. H, Baa1 Placed Under Review for Possible Downgrade;
     previously on 3/21/2007 Assigned Baa1

  -- Cl. J, Baa2 Placed Under Review for Possible Downgrade;
     previously on 3/21/2007 Assigned Baa2

  -- Cl. K, Baa3 Placed Under Review for Possible Downgrade;
     previously on 3/21/2007 Assigned Baa3

MSC 2007-SRR4 Segregated Portfolio

  -- U.S. $13,800,000 Class B Variable Floating Rate Notes Due
     2052, Aa3 Placed Under Review for Possible Downgrade;
     previously on 7/9/2007 Assigned Aa3

  -- U.S. $18,400,000 Class C Variable Floating Rate Notes Due
     2052, A1 Placed Under Review for Possible Downgrade;
     previously on 7/9/2007 Assigned A1

Newcastle CDO X, Limited

  -- Cl. A-1, Aaa Placed Under Review for Possible Downgrade;
     previously on 7/26/2007 Assigned Aaa

  -- Cl. A-2, Aaa Placed Under Review for Possible Downgrade;
     previously on 7/26/2007 Assigned Aaa

  -- Cl. A-3, Aaa Placed Under Review for Possible Downgrade;
     previously on 7/26/2007 Assigned Aaa

  -- Cl. B, Aa3 Placed Under Review for Possible Downgrade;
     previously on 7/26/2007 Assigned Aa3

  -- Cl. C, A3 Placed Under Review for Possible Downgrade;
     previously on 7/26/2007 Assigned A3

  -- Cl. S, Aaa Placed Under Review for Possible Downgrade;
     previously on 7/26/2007 Assigned Aaa

N-Star Real Estate CDO VII Ltd.

  -- Cl. A-1, Aaa Placed Under Review for Possible Downgrade;
     previously on 9/18/2008 Placed Under Review for Possible
     Downgrade

  -- Cl. A-2, Aaa Placed Under Review for Possible Downgrade;
     previously on 9/18/2008 Placed Under Review for Possible
     Downgrade

  -- Cl. A-3, Aaa Placed Under Review for Possible Downgrade;
     previously on 9/18/2008 Placed Under Review for Possible
     Downgrade

  -- Cl. B, Aa2 Placed Under Review for Possible Downgrade;
     previously on 9/18/2008 Placed Under Review for Possible
     Downgrade

  -- Cl. C, A2 Placed Under Review for Possible Downgrade;
     previously on 9/18/2008 Placed Under Review for Possible
     Downgrade

  -- Cl. D-FL, Baa2 Placed Under Review for Possible Downgrade;
     previously on 9/18/2008 Placed Under Review for Possible
     Downgrade

  -- Cl. D-FX, Baa2 Placed Under Review for Possible Downgrade;
     previously on 9/18/2008 Placed Under Review for Possible
     Downgrade

N-Star Real Estate CDO IX, Ltd.

  -- Cl. A-1, Aaa Placed Under Review for Possible Downgrade;
     previously on 3/7/2007 Assigned Aaa

  -- Cl. A-2, Aaa Placed Under Review for Possible Downgrade;
     previously on 3/7/2007 Assigned Aaa

  -- Cl. A-3, Aaa Placed Under Review for Possible Downgrade;
     previously on 3/7/2007 Assigned Aaa

  -- Cl. B, Aa2 Placed Under Review for Possible Downgrade;
     previously on 3/7/2007 Assigned Aa2

  -- Cl. C, A1 Placed Under Review for Possible Downgrade;
     previously on 3/7/2007 Assigned A1

  -- Cl. D, A2 Placed Under Review for Possible Downgrade;
     previously on 3/7/2007 Assigned A2

  -- Cl. E, A3 Placed Under Review for Possible Downgrade;
     previously on 3/7/2007 Assigned A3

  -- Cl. F, Baa1 Placed Under Review for Possible Downgrade;
     previously on 3/7/2007 Assigned Baa1

  -- Cl. G, Baa2 Placed Under Review for Possible Downgrade;
     previously on 3/7/2007 Assigned Baa2

  -- Cl. H, Baa3 Placed Under Review for Possible Downgrade;
     previously on 3/7/2007 Assigned Baa3

  -- Cl. J, Ba1 Placed Under Review for Possible Downgrade;
     previously on 3/7/2007 Assigned Ba1

  -- Cl. K, Ba2 Placed Under Review for Possible Downgrade;
     previously on 3/7/2007 Assigned Ba2

  -- Salisbury International Investments Limited Series 2005-04
     US$15,000,000 Class A Secured Floating Rate Portfolio Credit
     Linked Notes due 2025

  -- Series 2005-04 US$15,000,000 Class A Secured Floating Rate
     Portfolio Credit Linked Notes due 2025, Aa2 Placed Under
     Review for Possible Downgrade; previously on 9/29/2005
     Assigned Aa2

  -- Salisbury International Investments Limited Series 2005-05
     US$20,000,000 Class A Secured Floating Rate Portfolio Credit
     Linked Notes due 2025

  -- Series 2005-05 US$20,000,000 Class A Secured Floating Rate
     Portfolio Credit Linked Notes due 2025, Aa2 Placed Under
     Review for Possible Downgrade; previously on 9/29/2005
     Assigned Aa2

  -- Salisbury International Investments Limited Series 2005-06
     US$27,500,000 Class A Secured Floating Rate Portfolio Credit
     Linked Notes due 2025

  -- Series 2005-06 US$27,500,000 Class A Secured Floating Rate
     Portfolio Credit Linked Notes due 2025, Aa2 Placed Under
     Review for Possible Downgrade; previously on 9/29/2005
     Assigned Aa2

  -- Salisbury International Investments Limited Series 2005-07
     US$15,000,000 Class A Secured Floating Rate Portfolio Credit
     Linked Notes due 2025

  -- Series 2005-07 US$15,000,000 Class A Secured Floating Rate
     Portfolio Credit Linked Notes due 2025, Aa2 Placed Under
     Review for Possible Downgrade; previously on 9/29/2005
     Assigned Aa2

  -- Salisbury International Investments Limited Series 2005-08
     US$15,000,000 Class A Secured Floating Rate Portfolio Credit
     Linked Notes due 2025

  -- Series 2005-08 US$15,000,000 Class A Secured Floating Rate
     Portfolio Credit Linked Notes due 2025, Aa2 Placed Under
     Review for Possible Downgrade; previously on 9/29/2005
     Assigned Aa2

SASCO 2007-BHC1 Trust, Commercial Mortgage-Backed Securities Pass-
Through Certificates, Series 2007-BHC1

  -- Cl. A-1, Aaa Placed Under Review for Possible Downgrade;
     previously on 3/23/2007 Assigned Aaa

Seawall 2006-1, Ltd.

  -- Cl. A-2, Aaa Placed Under Review for Possible Downgrade;
     previously on 2/13/2006 Assigned Aaa

  -- Cl. B, Aa3 Placed Under Review for Possible Downgrade;
     previously on 2/13/2006 Assigned Aa3

  -- Cl. C-1, A1 Placed Under Review for Possible Downgrade;
     previously on 2/13/2006 Assigned A1

  -- Cl. C-2, A3 Placed Under Review for Possible Downgrade;
     previously on 2/13/2006 Assigned A3

Seawall 2006-4, Ltd.

  -- Cl. A, Aaa Placed Under Review for Possible Downgrade;
     previously on 10/31/2006 Assigned Aaa

  -- Cl. B, Aa3 Placed Under Review for Possible Downgrade;
     previously on 10/31/2006 Assigned Aa3

  -- Cl. C, A3 Placed Under Review for Possible Downgrade;
     previously on 10/31/2006 Assigned A3

  -- Cl. D-1, Baa2 Placed Under Review for Possible Downgrade;
     previously on 10/31/2006 Assigned Baa2

  -- Cl. D-2, Baa3 Placed Under Review for Possible Downgrade;
     previously on 10/31/2006 Assigned Baa3

  -- Cl. E-1, Ba1 Placed Under Review for Possible Downgrade;
     previously on 10/31/2006 Assigned Ba1

  -- Cl. E-2, Ba2 Placed Under Review for Possible Downgrade;
     previously on 10/31/2006 Assigned Ba2

  -- Cl. E-3, Ba3 Placed Under Review for Possible Downgrade;
     previously on 10/31/2006 Assigned Ba3

  -- Cl. E-4, B2 Placed Under Review for Possible Downgrade;
     previously on 10/31/2006 Assigned B2

Super Senior, Aaa Placed Under Review for Possible Downgrade;
     previously on 10/31/2006 Assigned Aaa

Seawall 2006-4a, Ltd.

  -- Cl. D-1, Baa2 Placed Under Review for Possible Downgrade;
     previously on 10/31/2006 Assigned Baa2

  -- Cl. D-2, Baa3 Placed Under Review for Possible Downgrade;
     previously on 10/31/2006 Assigned Baa3

  -- Cl. E-1, Ba1 Placed Under Review for Possible Downgrade;
     previously on 10/31/2006 Assigned Ba1

  -- Cl. E-2, Ba2 Placed Under Review for Possible Downgrade;
     previously on 10/31/2006 Assigned Ba2

  -- Cl. E-3, Ba3 Placed Under Review for Possible Downgrade;
     previously on 10/31/2006 Assigned Ba3

  -- Cl. E-4, B2 Placed Under Review for Possible Downgrade;
     previously on 10/31/2006 Assigned B2

Seawall 2007-1, Ltd.

  -- Cl. A, Aaa Placed Under Review for Possible Downgrade;
     previously on 5/2/2007 Assigned Aaa

  -- Cl. B, Aa2 Placed Under Review for Possible Downgrade;
     previously on 5/2/2007 Assigned Aa2

  -- Cl. C-1, A1 Placed Under Review for Possible Downgrade;
     previously on 5/2/2007 Assigned A1

  -- Cl. C-2, A3 Placed Under Review for Possible Downgrade;
     previously on 5/2/2007 Assigned A3

  -- Cl. D-1, Baa1 Placed Under Review for Possible Downgrade;
     previously on 5/2/2007 Assigned Baa1

  -- Cl. D-2, Baa3 Placed Under Review for Possible Downgrade;
     previously on 5/2/2007 Assigned Baa3

  -- Cl. E-1, Ba2 Placed Under Review for Possible Downgrade;
     previously on 5/2/2007 Assigned Ba2

  -- Cl. E-2, Ba3 Placed Under Review for Possible Downgrade;
     previously on 5/2/2007 Assigned Ba3

  -- Super Senior, Aaa Placed Under Review for Possible Downgrade;
     previously on 5/2/2007 Assigned Aaa

Seawall SPC - Paired Notes

  -- Series 2008 CMBS CDO-2 U.S. $62,125,964 Class A Floating Rate
     Notes Due 2049, Aaa Placed Under Review for Possible
     Downgrade; previously on 6/17/2008 Assigned Aaa

Seawall SPC - Series 2005-1

  -- Series 2005-1 $20,000,000 Floating Rate Credit Linked Notes
     due February 2046, Aa3 Placed Under Review for Possible
     Downgrade; previously on 8/12/2005 Assigned Aa3

Seawall SPC - Series 2005-2

  -- Cl. C-1, A1 Placed Under Review for Possible Downgrade;
     previously on 10/20/2005 Assigned A1

  -- Cl. C-2, A3 Placed Under Review for Possible Downgrade;
     previously on 10/20/2005 Assigned A3

Seawall SPC - Series 2007-1 D2

  -- $16,000,000 Floating Rate Notes Due 2042, Baa3 Placed Under
     Review for Possible Downgrade; previously on 6/25/2007
     Assigned Baa3

Seawall SPC - Series 2008-39

  -- Seawall SPC - Series 2008-39 U.S.$ 20,000,000 Floating Rate
     Notes Due 2045, Aaa Placed Under Review for Possible
     Downgrade; previously on 7/17/2008 Assigned Aaa

Slate CDO 2007-1, Ltd.

  -- U.S.$ 13,500,000 Class B2 Mezzanine Secured Deferrable
     Interest Floating Rate Notes Due 2052, Baa3 Placed Under
     Review for Possible Downgrade; previously on 6/26/2007
     Assigned Baa3

  -- U.S.$ 132,000,000 Class A1SB Senior Secured Floating Rate \
     Notes Due 2052, Aaa Placed Under Review for Possible
     Downgrade; previously on 6/26/2007 Assigned Aaa

  -- U.S.$ 18,000,000 Class B1 Mezzanine Secured Deferrable
     Interest Floating Rate Notes Due 2052, Baa2 Placed Under
     Review for Possible Downgrade; previously on 6/26/2007
     Assigned Baa2

  -- U.S.$ 27,800,000 Class A3 Secured Deferrable Interest
     Floating Rate Notes Due 2052, A2 Placed Under Review for
     Possible Downgrade; previously on 6/26/2007 Assigned A2

  -- U.S.$ 38,200,000 Class A2 Senior Secured Floating Rate Notes
     Due 2052, Aa2 Placed Under Review for Possible Downgrade;
     previously on 6/26/2007 Assigned Aa2

  -- U.S.$ 67,500,000 Class A1J Senior Secured Floating Rate Notes
     Due 2052, Aaa Placed Under Review for Possible Downgrade;
     previously on 6/26/2007 Assigned Aaa

  -- U.S.$270,000,000 Class A1SA Variable Funding Senior Secured
     Floating Rate Notes Due 2052, Aaa Placed Under Review for \
     Possible Downgrade; previously on 6/26/2007 Assigned Aaa

Sorin Real Estate CDO II Ltd.

  -- Cl. A, Aaa Placed Under Review for Possible Downgrade;
     previously on 12/28/2005 Assigned Aaa

  -- Cl. B, Aa2 Placed Under Review for Possible Downgrade;
     previously on 12/28/2005 Assigned Aa2

  -- Cl. C, A2 Placed Under Review for Possible Downgrade;
     previously on 12/28/2005 Assigned A2

  -- Cl. D, Baa2 Placed Under Review for Possible Downgrade;
     previously on 12/28/2005 Assigned Baa2

  -- Cl. E, Baa3 Placed Under Review for Possible Downgrade;
     previously on 12/28/2005 Assigned Baa3

  -- Cl. F, Ba1 Placed Under Review for Possible Downgrade;
     previously on 12/28/2005 Assigned Ba1

  -- Cl. G, Ba2 Placed Under Review for Possible Downgrade;
     previously on 12/28/2005 Assigned Ba2

  -- Cl. H, Ba3 Placed Under Review for Possible Downgrade;
     previously on 12/28/2005 Assigned Ba3

  -- Cl. X, Aaa Placed Under Review for Possible Downgrade;
     previously on 12/28/2005 Assigned Aaa

Investor Swap, Aaa Placed Under Review for Possible Downgrade;
     previously on 12/28/2005 Assigned

Sorin Real Estate CDO III

  -- Cl. A-1A, Aaa Placed Under Review for Possible Downgrade;
     previously on 4/26/2006 Assigned Aaa

  -- Cl. A-2, Aaa Placed Under Review for Possible Downgrade;
     previously on 4/26/2006 Assigned Aaa

  -- Cl. B, Aa2 Placed Under Review for Possible Downgrade;
     previously on 4/26/2006 Assigned Aa2

  -- Cl. C-FL, A2 Placed Under Review for Possible Downgrade;
     previously on 4/26/2006 Assigned A2

  -- Cl. C-FX, A2 Placed Under Review for Possible Downgrade;
     previously on 4/26/2006 Assigned A2

  -- Cl. D, Baa2 Placed Under Review for Possible Downgrade;
     previously on 4/26/2006 Assigned Baa2

SRRSpoke 2007-IA

  -- U.S. $4,095,000 Subordinated Variable Floating Rate Notes Due
     2037, Aaa Placed Under Review for Possible Downgrade;
     previously on 9/25/2007 Assigned Aaa

  -- U.S. $76,050,000 Class I Variable Floating Rate Notes Due
     2037, Aaa Placed Under Review for Possible Downgrade;
     previously on 9/25/2007 Assigned Aaa

SRRSpoke 2007-IB

  -- U.S. $13,162,500 Class I Variable Floating Rate Notes Due
     2037, Aa1 Placed Under Review for Possible Downgrade;
     previously on 9/25/2007 Assigned Aa1

STEERS High-Grade CMBS Resecuritization Trust

  -- Credit Default Swap Class A, Aaa Placed Under Review for
     Possible Downgrade; previously on 5/24/2006

  -- Credit Default Swap Class B, Aa2 Placed Under Review for
     Possible Downgrade; previously on 5/24/2006

  -- Series 2006-1, Aaa Placed Under Review for Possible
     Downgrade; previously on 5/24/2006 Assigned Aaa

  -- Series 2006-2, Aa2 Placed Under Review for Possible
     Downgrade; previously on 5/24/2006 Assigned Aa2

  -- Series 2006-3, Aa2 Placed Under Review for Possible
     Downgrade; previously on 5/24/2006 Assigned Aa2

  -- Series 2006-4, A3 Placed Under Review for Possible Downgrade;
     previously on 5/24/2006 Assigned A3

Series 2006-5, Aa2 Placed Under Review for Possible Downgrade;
     previously on 5/24/2006 Assigned Aa2

STEERS High-Grade CMBS Resecuritization Trust 2

  -- Credit Default Swap Class C, A3 Placed Under Review for
     Possible Downgrade; previously on 09/07/2006 Assigned A3

  -- Series 2006-10, Aa2 Placed Under Review for Possible
     Downgrade; previously on 09/07/2006 Assigned Aa2

  -- Series 2006-11, A3 Placed Under Review for Possible
     Downgrade; previously on 09/07/2006 Assigned A3

  -- Series 2006-6, A3 Placed Under Review for Possible Downgrade;
     previously on 09/07/2006 Assigned A3

  -- Series 2006-8, A3 Placed Under Review for Possible Downgrade;
     previously on 09/07/2006 Assigned A3

TIERS Synthetic CDO-Linked Variable Coupon Trust, Series 2008-1

  -- U.S.$ 36,000,000 TIERS Synthetic CDO-Linked Variable Coupon
     Trust Certificates, Series 2008-1, Aaa Placed Under Review
     for Possible Downgrade; previously on 7/22/2008 Assigned Aaa

Vertical Millbrook 2007-1 - Series 56

  -- U.S. $90,000,000 Class A-1 Variable Floating Rate Credit-
     Linked Notes Due October 12, 2052, Aaa Placed Under Review
     for Possible Downgrade; previously on 10/3/2007 Assigned Aaa

Vertical Millbrook 2007-1 - Series 57

  -- U.S. $40,000,000 Class A-1A Veriable Rate Credit-Linked Notes
     due August 25, 2037, Aaa Placed Under Review for Possible
     Downgrade; previously on 10/3/2007 Assigned Aaa

WAVE 2007-1

  -- Cl. A-1, Aaa Placed Under Review for Possible Downgrade;
     previously on 5/23/2007 Assigned Aaa

  -- Cl. A-2, Aaa Placed Under Review for Possible Downgrade;
     previously on 5/23/2007 Assigned Aaa

  -- Cl. B, Aa3 Placed Under Review for Possible Downgrade;
     previously on 5/23/2007 Assigned Aa3

  -- Cl. C, A3 Placed Under Review for Possible Downgrade;
     previously on 5/23/2007 Assigned A3

  -- Cl. D, Baa3 Placed Under Review for Possible Downgrade;
     previously on 5/23/2007 Assigned Baa3

WAVE 2007-2

  -- Cl. A-1, Aaa Placed Under Review for Possible Downgrade;
     previously on 7/26/2007 Assigned Aaa

  -- Cl. A-2, Aaa Placed Under Review for Possible Downgrade;
     previously on 7/26/2007 Assigned Aaa

  -- Cl. B, Aaa Placed Under Review for Possible Downgrade;
     previously on 7/26/2007 Assigned Aaa

  -- Cl. C-FL, Aa2 Placed Under Review for Possible Downgrade;
     previously on 7/26/2007 Assigned Aa2

  -- Cl. C-FX, Aa2 Placed Under Review for Possible Downgrade;
     previously on 7/26/2007 Assigned Aa2

  -- Cl. D-FL, A2 Placed Under Review for Possible Downgrade;
     previously on 7/26/2007 Assigned A2

  -- Cl. D-FX, A2 Placed Under Review for Possible Downgrade;
     previously on 7/26/2007 Assigned A2

  -- Cl. E-FL, Baa1 Placed Under Review for Possible Downgrade;
     previously on 7/26/2007 Assigned Baa1

  -- Cl. E-FX, Baa1 Placed Under Review for Possible Downgrade;
     previously on 7/26/2007 Assigned Baa1

WAVE 2007-3

  -- Cl. A-1, Aaa Placed Under Review for Possible Downgrade;
     previously on 9/12/2007 Assigned Aaa

  -- Cl. A-2, Aaa Placed Under Review for Possible Downgrade;
     previously on 9/12/2007 Assigned Aaa

  -- Cl. B, Aa2 Placed Under Review for Possible Downgrade;
     previously on 9/12/2007 Assigned Aa2

  -- Cl. C, A3 Placed Under Review for Possible Downgrade;
     previously on 9/12/2007 Assigned A3

  -- Cl. D, Baa3 Placed Under Review for Possible Downgrade;
     previously on 9/12/2007 Assigned Baa3


* S&P Cuts Ratings on 4 Classes From 13 Subprime RMBS Deals to 'D'
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 60
classes from 13 U.S. subprime residential mortgage-backed
securities transactions issued in 2006 and 2007.  S&P removed six
of the lowered ratings from CreditWatch with negative
implications.  In addition, S&P affirmed its ratings on 97 classes
from these transactions and one other deal and removed two classes
from CreditWatch with negative implications.

The downgrades reflect S&P's opinion that projected credit support
for the affected classes is insufficient to maintain the previous
ratings, given S&P's current projected losses.  As announced,
S&P's default curve for U.S. subprime RMBS is a key component of
S&P's loss projection analysis of U.S. RMBS transactions.  With
the continued deterioration in U.S. RMBS performance, however, S&P
is adjusting S&P's loss curve forecasting methodology to more
explicitly incorporate each transaction's current delinquency
(including 60- and 90-day delinquencies), default, and loss
trends.  Some transactions are experiencing foreclosures and
delinquencies at rates greater than S&P's initial projections.
S&P believes that adjusting S&P's projected losses, which S&P
derived from S&P's default curve analysis, is appropriate in cases
when the amount of current delinquencies indicates a different
timing or level of loss.

To assess the creditworthiness of each class, S&P reviewed the
individual delinquency and loss trends of each transaction for
changes, if any, in risk characteristics, servicing, and the
ability to withstand additional credit deterioration.  For
mortgage pools that are continuing to show increasing
delinquencies, S&P increased S&P's cash flow stresses to account
for potential increases in monthly losses.  In order to maintain a
rating higher than 'B', a class had to absorb losses in excess of
the base-case loss assumptions S&P assumed in S&P's analysis.  For
example, one class may have to withstand 115% of S&P's base-case
loss assumptions in order to maintain a 'BB' rating, while a
different class may have to withstand 125% of S&P's base-case loss
assumptions to maintain a 'BBB' rating.  Each class that has an
affirmed 'AAA' rating can withstand approximately 150% of S&P's
base-case loss assumptions under S&P's analysis, subject to
individual caps assumed on specific transactions.  S&P determined
the caps by limiting the amount of remaining defaults to 90% of
the current pool balances.

A combination of subordination, excess spread, and
overcollateralization provides credit support for the affected
transactions.  The underlying collateral for these deals consists
of fixed- and adjustable-rate U.S. subprime mortgage loans that
are secured by first and second liens on one- to four-family
residential properties.

                          Rating Actions

             Citigroup Mortgage Loan Trust 2007-AHL3
                         Series 2007-AHL3

                                         Rating
                                         ------
           Class      CUSIP         To             From
           -----      -----         --             ----
           A-3B       17312GAB7     BBB            A
           M-1        17312GAD3     B              BB

                   Home Equity Asset Trust 2006-8
                         Series 2006-8

                                         Rating
                                         ------
           Class      CUSIP         To             From
           -----      -----         --             ----
           2-A-2      43709QAC0     AA             AAA
           2-A-3      43709QAD8     BB             A
           M-8        43709QAP1     D              CC
           B-1        43709QAQ9     D              CC

           JPMorgan Mortgage Acquisition Corp. 2006-HE1
                         Series 2006-HE1

                                         Rating
                                         ------
           Class      CUSIP         To             From
           -----      -----         --             ----
           A-4        46626LGF1     A              AA
           M-1        46626LGG9     B              BBB
           M-2        46626LGH7     CCC            B
           M-8        46626LGP9     D              CC

          JPMorgan Mortgage Acquisition Trust 2007-CH4
                         Series 2007-CH4

                                         Rating
                                         ------
           Class      CUSIP         To             From
           -----      -----         --             ----
           A-1        46630CAA2     BBB-           A
           A-4        46630CAD6     BBB            AA
           A-5        46630CAE4     BBB-           A
           M-1        46630CAF1     B              BB
           M-2        46630CAG9     CCC            B

             Long Beach Mortgage Loan Trust 2006-9
                         Series 2006-9

                                         Rating
                                         ------
           Class      CUSIP         To             From
           -----      -----         --             ----
           II-A-2     54251WAC6     BBB            AA
           M-1        54251WAF9     CCC            B-
           M-7        54251WAM4     D              CC

      Merrill Lynch Mortgage Investors Trust, Series 2006-RM2
                         Series 2006-RM2

                                         Rating
                                         ------
           Class      CUSIP         To             From
           -----      -----         --             ----
           A-1A       590216AA5     CCC            B
           A-1B       590216AB3     CCC            B
           A-2B       590216AD9     BB             AA
           A-2C       590216AE7     CCC            BB
           A-2D       590216AF4     CCC            B
           M-2        590216AH0     CC             CCC

      Merrill Lynch Mortgage Investors Trust, Series 2006-RM3
                         Series 2006-RM3

                                         Rating
                                         ------
           Class      CUSIP         To             From
           -----      -----         --             ----
           A-2C       590217AE5     B              BB
           M-3        590217AJ4     CC             CCC

        Morgan Stanley ABS Capital I Inc. Trust 2006-HE8
                         Series 2006-HE8

                                         Rating
                                         ------
           Class      CUSIP         To             From
           -----      -----         --             ----
           A-1        61750SAA0     BB             A
           A-2c       61750SAE2     A              AA
           A-2d       61750SAF9     BB             A
           M-2        61750SAH5     CCC            B-

         Morgan Stanley ABS Capital I Inc. Trust 2006-NC5
                         Series 2006-NC5

                                         Rating
                                         ------
           Class      CUSIP         To             From
           -----      -----         --             ----

           A-1        61749BAA1     B              BB
           A-2c       61749BAE3     BB             A
           A-2d       61749BAF0     B              BB
           M-1        61749BAG8     CCC            B
           M-5        61749BAL7     CC             CCC
           M-6        61749BAM5     CC             CCC

         Morgan Stanley ABS Capital I Inc. Trust 2007-NC3
                         Series 2007-NC3

                                         Rating
                                         ------
           Class      CUSIP         To             From
           -----      -----         --             ----
           A-1        61755AAA4     B              AAA/Watch Neg
           A-2a       61755AAB2     AAA            AAA/Watch Neg
           A-2b       61755AAC0     AAA            AAA/Watch Neg
           A-2c       61755AAD8     BBB            AAA/Watch Neg
           A-2d       61755AAE6     B              AAA/Watch Neg
           M-1        61755AAF3     B-             AA+/Watch Neg
           M-2        61755AAG1     CCC            BBB/Watch Neg
           M-3        61755AAH9     CCC            B/Watch Neg
           B-3        61755AAP1     CC             CCC
           B-4        61755AAQ9     CC             CCC

              Ownit Mortgage Loan Trust, Series 2006-7
                         Series 2006-7

                                         Rating
                                         ------
           Class      CUSIP         To             From
           -----      -----         --             ----
           A-1        69121UAA0     A              AAA
           A-2C       69121UAD4     A              AAA
           A-2D       69121UAE2     A              AAA
           M-1        69121UAF9     BB             AA
           M-2        69121UAG7     B              BBB
           M-3        69121UAH5     B-             BB
           M-4        69121UAJ1     CCC            B
           M-5        69121UAK8     CCC            B-

                    RASC Series 2007-EMX1 Trust
                         Series 2007-EMX1

                                         Rating
                                         ------
           Class      CUSIP         To             From
           -----      -----         --             ----
           A-I-1      74924XAA3     CCC            BBB
           A-I-2      74924XAB1     CCC            BBB
           A-I-3      74924XAC9     CCC            BBB
           A-I-4      74924XAD7     CCC            BBB
           A-II       74924XAE5     CCC            BBB

                Soundview Home Loan Trust 2007-OPT1
                         Series 2007-OPT1

                                         Rating
                                         ------
           Class      CUSIP         To             From
           -----      -----         --             ----
           II-A-2     83612TAC6     AA             AAA
           II-A-3     83612TAD4     BB             BBB
           M-9        83612TAP7     CC             CCC

                         Ratings Affirmed

   Ace Securities Corp. Home Equity Loan Trust, Series 2006-OP2
                          Series 2006-OP2

                 Class      CUSIP         Rating
                 -----      -----         ------
                 A-1        00441YAA0     AA
                 A-2A       00441YAB8     AAA
                 A-2B       00441YAC6     AAA
                 A-2C       00441YAD4     AA
                 A-2D       00441YAE2     A
                 M-1        00441YAF9     BBB
                 M-2        00441YAG7     B
                 M-3        00441YAH5     CCC
                 M-4        00441YAJ1     CCC
                 M-5        00441YAK8     CCC
                 M-6        00441YAL6     CCC
                 M-7        00441YAM4     CCC
                 M-8        00441YAN2     CCC

             Citigroup Mortgage Loan Trust 2007-AHL3
                         Series 2007-AHL3

                 Class      CUSIP         Rating
                 -----      -----         ------
                 A-1        17312GAS0     BBB
                 A-2        17312GAT8     BBB
                 A-3A       17312GAA9     AAA
                 A-3C       17312GAC5     BBB
                 M-2        17312GAE1     B-
                 M-3        17312GAF8     CCC
                 M-4        17312GAG6     CCC
                 M-5        17312GAH4     CCC
                 M-6        17312GAJ0     CCC
                 M-7        17312GAK7     CCC
                 M-8        17312GAL5     CCC
                 M-9        17312GAM3     CCC
                 M-10       17312GAU5     CCC

                Home Equity Asset Trust 2006-8
                         Series 2006-8

                 Class      CUSIP         Rating
                 -----      -----         ------
                 1-A-1      43709QAA4     B
                 2-A-1      43709QAB2     AAA
                 2-A-4      43709QAE6     B
                 M-1        43709QAG1     B-
                 M-2        43709QAH9     CCC
                 M-3        43709QAJ5     CCC
                 M-4        43709QAK2     CCC

           JPMorgan Mortgage Acquisition Corp. 2006-HE1
                         Series 2006-HE1

                 Class      CUSIP         Rating
                 -----      -----         ------
                 A-1        46626LGT1     AAA
                 A-3        46626LGE4     AAA
                 M-3        46626LGJ3     CCC
                 M-4        46626LGK0     CCC

           JPMorgan Mortgage Acquisition Trust 2007-CH4
                         Series 2007-CH4

                 Class      CUSIP         Rating
                 -----      -----         ------
                 A-2        46630CAB0     AAA
                 A-3        46630CAC8     AAA
                 M-3        46630CAH7     CCC
                 M-4        46630CAJ3     CCC
                 M-5        46630CAK0     CCC
                 M-6        46630CAL8     CCC
                 M-7        46630CAM6     CCC
                 M-8        46630CAN4     CCC
                 M-9        46630CAP9     CCC
                 M-10       46630CAQ7     CCC

               Long Beach Mortgage Loan Trust 2006-9
                         Series 2006-9

                 Class      CUSIP         Rating
                 -----      -----         ------
                 I-A        54251WAA0     B
                 II-A1      54251WAB8     AAA
                 II-A3      54251WAD4     B
                 II-A4      54251WAE2     B
                 M-2        54251WAG7     CCC
                 M-3        54251WAH5     CCC

      Merrill Lynch Mortgage Investors Trust, Series 2006-RM2
                         Series 2006-RM2

                 Class      CUSIP         Rating
                 -----      -----         ------
                 A-2A       590216AC1     AAA
                 M-1        590216AG2     CCC

      Merrill Lynch Mortgage Investors Trust, Series 2006-RM3
                         Series 2006-RM3

                 Class      CUSIP         Rating
                 -----      -----         ------
                 A-1A       590217AA3     B
                 A-1B       590217AB1     B
                 A-2A       590217AC9     AAA
                 A-2B       590217AD7     AA
                 A-2D       590217AF2     B
                 M-1        590217AG0     CCC
                 M-2        590217AH8     CCC

          Morgan Stanley ABS Capital I Inc. Trust 2006-HE8
                         Series 2006-HE8

                 Class      CUSIP         Rating
                 -----      -----         ------
                 A-2fpt     61750SAB8     AAA
                 A-2a       61750SAC6     AAA
                 A-2b       61750SAD4     AAA
                 M-1        61750SAG7     B
                 M-3        61750SAJ1     CCC
                 M-4        61750SAK8     CCC
                 M-5        61750SAL6     CCC
                 M-6        61750SAM4     CCC

          Morgan Stanley ABS Capital I Inc. Trust 2006-NC5
                         Series 2006-NC5

                 Class      CUSIP         Rating
                 -----      -----         ------
                 A-2fpt     61749BAB9     AAA
                 A-2a       61749BAC7     AAA
                 A-2b       61749BAD5     AAA
                 M-2        61749BAH6     CCC
                 M-3        61749BAJ2     CCC
                 M-4        61749BAK9     CCC

         Morgan Stanley ABS Captial I Inc. Trust 2007-NC3
                         Series 2007-NC3

                 Class      CUSIP         Rating
                 -----      -----         ------
                 M-4        61755AAJ5     CCC
                 M-5        61755AAK2     CCC
                 M-6        61755AAL0     CCC
                 B-1        61755AAM8     CCC
                 B-2        61755AAN6     CCC

                 Ownit Mortgage Loan Trust, Series 2006-7
                 Series 2006-7

                 Class      CUSIP         Rating
                 -----      -----         ------
                 A-2A       69121UAB8     AAA
                 A-2B       69121UAC6     AAA
                 M-6        69121UAL6     CCC

                Soundview Home Loan Trust 2007-OPT1
                         Series 2007-OPT1

                 Class      CUSIP         Rating
                 -----      -----         ------
                 I-A-1      83612TAA0     BB
                 II-A-1     83612TAB8     AAA
                 II-A-4     83612TAE2     BB
                 M-1        83612TAF9     B
                 M-2        83612TAG7     CCC
                 M-3        83612TAH5     CCC
                 M-4        83612TAJ1     CCC
                 M-5        83612TAK8     CCC
                 M-6        83612TAL6     CCC
                 M-7        83612TAM4     CCC
                 M-8        83612TAN2     CCC


* Corporate Bankruptcy Bootcamp Audio Conference on Jan. 15, 2009
-----------------------------------------------------------------
The Corporate Bankruptcy and Restructuring Bootcamp, a live and
interactive audio conference on the nuts and bolts of Chapter 11
proceedings, will be held by the Beard Group Thursday, January 15,
1:30 - 3:00 p.m. Eastern Time.

The program will walk attendees step-by-step through the corporate
restructuring process, using a real-world case study to examine
pre-petition activities, organizing the creditors committee,
filing claims, negotiating the reorganization plan, and more. The
instructor will be Jonathan Carson, President and Co-Founder of
Kurtzman Carson Consultants (KCC).

Other upcoming Beard Audio Conferences include:

   * Bankruptcy Trustee Suits, January 27, presented by Hugh Ray
     and Jeff Spiers of the law firm of Andrews Kurth

   * Landlord's Survival Kit: Landlord Rights in Retail Tenant
     Bankruptcies, February 18, presented by David Kuney of the
     law firm of Sidley Austin

Early-bird tuition (available up to one week before each
conference) is $195 per call-in site, with an unlimited number of
attendees encouraged per registered site.  Audio CD recordings of
each session also are available.  For details or to register,
visit http://www.beardaudioconferences.comor call the Beard Group
at (240) 629-3300.

Beard Audio Conferences, 502 West Patrick Street, Frederick, MD
21701, USA


* Large Companies with Insolvent Balance Sheets
-----------------------------------------------

                                              Total
                                             Share-      Total
                                   Total    holders    Working
                                  Assets     Equity    Capital
Company             Ticker         ($MM)      ($MM)      ($MM)
-------             ------        ------    -------    -------
APP PHARMACEUTIC    APPX US        1,105        (42)       260
ARBITRON INC        ARB US           162         (9)       (39)
BARE ESCENTUALS     BARE US          272        (25)       125
BLOUNT INTL         BLT US           485        (20)       119
CABLEVISION SYS     CVC US         9,717     (4,966)    (1,583)
CENTENNIAL COMM     CYCL US        1,394     (1,026)        86
CHENIERE ENERGY     CQP US         2,021       (312)       179
CHENIERE ENERGY     LNG US         3,049       (266)       423
CHOICE HOTELS       CHH US           350        (91)        (8)
CLOROX CO           CLX US         4,587       (364)      (396)
CV THERAPEUTICS     CVTX US          392       (226)       286
DELTEK INC          PROJ US          188        (62)        34
DISH NETWORK-A      DISH US        7,177     (2,129)    (1,318)
DOMINO'S PIZZA      DPZ US           441     (1,437)        84
DUN & BRADSTREET    DNB US         1,642       (554)      (206)
DYAX CORP           DYAX US           91        (28)        33
ENERGY SAV INCOM    SIF-U CN         464       (263)       (92)
EXELIXIS INC        EXEL US          255        (23)        (1)
EXTENDICARE REAL    EXE-U CN       1,621        (31)       125
FERRELLGAS-LP       FGP US         1,510        (12)      (114)
GARTNER INC         IT US          1,115        (15)      (253)
GENCORP INC         GY US          1,014        (22)        66
GENERAL MOTO-CED    GM AR        110,425    (58,994)   (18,461)
GENERAL MOTORS      GM US        110,425    (58,994)   (18,461)
HEALTHSOUTH CORP    HLS US         1,980       (874)      (218)
IMAX CORP           IMX CN           238        (91)        41
INCYTE CORP         INCY US          265       (177)       216
INTERMUNE INC       ITMN US          206        (92)       134
KNOLOGY INC         KNOL US          647        (44)        13
LINEAR TECH CORP    LLTC US        1,665       (378)     1,109
MEDIACOM COMM-A     MCCC US        3,688       (279)      (311)
MOODY'S CORP        MCO US         1,694       (894)      (331)
NATIONAL CINEMED    NCMI US          569       (476)        86
NAVISTAR INTL       NAV US        11,557       (228)     1,501
NPS PHARM INC       NPSP US          202       (208)        90
OCH-ZIFF CAPIT-A    OZM US         2,224       (173)         -
OSIRIS THERAPEUT    OSIR US           29         (8)       (14)
OVERSTOCK.COM       OSTK US          145         (4)        33
REGAL ENTERTAI-A    RGC US         2,557       (224)      (112)
REVLON INC-A        REV US           877       (999)         8
ROTHMANS INC        ROC CN           545       (213)       102
SALLY BEAUTY HOL    SBH US         1,527       (697)       367
SONIC CORP          SONC US          836        (64)       (13)
STEREOTAXIS INC     STXS US           55         (5)         3
SUCCESSFACTORS I    SFSF US          168         (3)         4
SUN COMMUNITIES     SUI US         1,222        (28)         -
SYNTA PHARMACEUT    SNTA US           91        (35)        58
TAUBMAN CENTERS     TCO US         3,182        (20)         -
TEAL EXPLORATION    TEL SJ            56        (22)       (62)
THERAVANCE          THRX US          255       (125)       184
UAL CORP            UAUA US       20,731     (1,282)    (1,583)
UST INC             UST US         1,402       (326)       237
WARNER MUSIC GRO    WMG US         4,476        (86)      (623)
WEIGHT WATCHERS     WTW US         1,110       (901)      (270)
WESTERN UNION       WU US          5,504        (90)       319
WR GRACE & CO       GRA US         3,754       (179)       970

                             *********

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.  Ronald C. Sy, Joel Anthony G. Lopez, Cecil R. Villacampa,
Luke Caballos, Sheryl Joy P. Olano, Carlo Fernandez, 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 ***