TCR_Public/080922.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Monday, September 22, 2008, Vol. 12, No. 226           

                             Headlines

A21 INC: Won't Pursue Applejack Equity Investment
AAA BOWLS: Case Summary & 20 Largest Unsecured Creditors
ACTIGA CORPORATION: Files 2nd Amendment to 2007 Annual Report
ACTIGA CORPORATION: SEC Grants Request to Exclude Info From Report
ACTIVANT SOLUTIONS: Makes Changes to Management Team

ACTUANT CORP: $230MM Cortland Deal Won't Affect S&P's 'BB' Rating
ACUSPHERE INC: Amends License Pacts with Cephalon and Nycomed
AFFINITY GROUP: Moody's Cuts CF Rating to Caa1 on Weak Liquidity
ALERIS INTERNATIONAL: S&P Cuts Issue-Level Rating to B+ from BB-
ALITALIA SPA: Lone Bidder Walks Away on Unresolved Rescue Plan

ALPHA BANK: Weiss Ratings Assigns "Very Weak" E- Rating
AMACORE GROUP: Vicis Capital Discloses Equity Stake
AMBAC FINANCIAL: Has $1.3 Billion Exposure to Lehman
AMERIBANK, INC.: W.Va. Bank Closed by Office of Thrift Supervision
AMERICAN HOME: Units File Amendment to Financial Statements

AMERICAN INT'L: Discontent With Gov't Loan, Ex-CEO Declines Pay
AMERICAN INTERNATIONAL: S&P Chips ILFC Preferred Stock Rating to B
AMES DEPARTMENT: Court Approves Various Professionals' 2007 Fees
APP PHARMACEUTICALS: Sends Investors Merger Prospectus Supplement
ARTISTDIRECT INC: D. Villard Replaces J. Diamond as Chairman

ATHEROGENICS INC: Reduces Board Size; Vaughn Bryson Resigns
ATLANTIS PLASTICS: Court Approves Greenberg Traurig as Counsel
ATLANTIS PLASTICS: Committee Hires Kilpatrick Stockton as Counsel
ATLANTIS PLASTICS: Files Schedules of Assets and Liabilities
BAYWOOD INTERNATIONAL: Completes $1.6 Million Private Placement

BEAR STEARNS: Moody's Affirms Ratings on 22 Classes of Trusts
BERTHEL GROWTH: Berthel SBIC Unit Breaches Loan Terms
BIOMETRX INC: Signs 3 Extension & Waiver Pacts With Investors
BOSCOV'S INC: Selling Substantially All Assets to Versa Capital
BOSTON LIGHT: Fitch Slashes Two Notes Ratings to 'BB' from 'A'

BRAY & GILLESPIE: Court Orders Lawsuits Against Executives Stopped
BRIGGS & STRATTON: S&P Places 'BB+' Credit Rating Under Neg. Watch
BRYN MAWR: Fitch Cut Seven Notes Ratings; Removes Negative Watch
BURLINGTON COAT: S&P Chips Rating to 'B-' on Weak Performance
CABELA'S CREDIT: S&P Assigns 'BB' Rating on $5.5MM Class D Notes

CALYPTE BIOMEDICAL: Jerrold Dotson Quits as Vice President Finance
CASTLE HARBOR: Fitch Removes Neg. Watch on Five 'CCC' Rated Notes
CENTERBANK OF JACKSONVILLE: Weiss Assigns "Very Weak" E- Rating
CENTRAL SUN: Provides Update on Nicaraguan Mine Projects
CHENIERE ENERGY: Unit Prices $183.5 Million Senior Notes Offering

CIT GROUP: Secures $500 Million Loan From Wells Fargo
CITY CAPITAL: June 30 Balance Sheet Upside-Down by $1.2 Million
COMBIMATRIX CORR: Files Registration Statement With SEC
COKER FLOOR: Voluntary Chapter 11 Case Summary
COLONIAL PROJECTIONS: Case Summary & Four Largest Unsec. Creditors

CONTINENTAL AIRLINES: Board Elects Jeff Smisek as President & CEO
DAVE CROFT: Case Summary & 36 Largest Unsecured Creditors
DELPHI CORP: Reaches Settlement & Restructuring Pacts With GM
ELCOM INTL: Malone Bailey Expresses Going Concern Doubt
EL PASO: S&P's Rating Unmoved by 30% CIGC Interest for $736 Mil.

ENDURANCE BUSINESS: S&P Puts 'B-' Rating Under Neg. CreditWatch
ENERGAS RESOURCES: Hires Eide Bally as Independent Auditor
ETHOS ENVIRONMENTAL: Vilmorin Resigns as Chairman, CEO & President
EVERGREEN VILLAGE: Oct. 7 Hearing on Sale of 17 Condo Lots
EXPRESS ENERGY: Decreased Liquidity Cues S&P to Put on Neg. Watch

FALL CREEK: Fitch Lowers Ratings to 'BB' on Two Classes of Notes
FEDERAL TRUST: Weiss Ratings Assigns "Very Weak" E- Rating
FIRST GEORGIA: Weiss Ratings Assigns "Very Weak" E- Rating
FONTAINEBLEAU LAS VEGAS: S&P Cuts Corporate Credit Rating to 'B-'
FREEDOM BANK: Weiss Ratings Assigns "Very Weak" E- Rating

GAMESTOP CORP: S&P Lifts Ratings to 'BB+' on Strong Operations
GATEHOUSE MEDIA: Liquidity Pressures Cue S&P to Junk Corp. Credit
GENERAL MOTORS: To Use Remaining $3.5 Bln. in Credit Facility
GENERAL MOTORS: Exchanges 28.3MM Shares for Series D Debentures
GENERAL MOTORS: Enters into Amended Settlement with Delphi

GEORGIA GULF: Enters Into Fourth Amendment to Credit Agreement
HANOVER CAPITAL: Amex Extends Compliance Deadline
HASTINGS STATE: Weiss Ratings Assigns "Very Weak" E- Rating
HAZLETON GENERAL: Moody's Affirms 'Ba2' Rating on $23MM Bonds
HAWAIIAN TELCOM: Unit Strikes New 3-Year CBA with IBEW Union

HERCULES CHEMICAL: Files for Chapter 11 Bankruptcy Protection
HOMES OF FAIRFIELD: Auctioning Westport Mansion at 2 Moss Ledge
INDYMAC FEDERAL: Weiss Ratings Assigns "Very Weak" E- Rating
INTERNATIONAL LEASE: S&P Chips Preferred Stock Rating to 'B'
IVANHOE ENERGY: Caisse de depot Discloses 5.02% Equity Stake

JACOBS FINANCIAL: Malin Bergquist Raises Going Concern Doubt
LEHMAN BROTHERS: Free Copies of Lehman Brothers Bankruptcy News
LEHMAN BROTHERS: Wins Nod on $1.7BB Sale of Units to Barclays
LEHMAN BROTHERS: Creditors Say Sale Approval Is Premature
LEHMAN BROTHERS: SIPC Starts Liquidation Proceedings Against LBI

LEHMAN BROTHERS: Neuberger Berman Unit Could Fetch $5 Billion
LEHMAN BROTHERS: SEC Works With Regulators to Protect Client
LEHMAN BROTHERS: More Banks Disclose Exposure to Bankruptcy
LEHMAN BROTHERS: Collapse Won't Hurt Japan Bank Ratings, S&P Says
LEHMAN BROTHERS: S&P Reports on Bankruptcy Impact in Europe

LEHMAN BROTHERS: Taps EPIQ as Claims and Notice Agent
LEHMAN BROTHERS: Bankruptcy Court Enforces "Automatic Stay"
LEHMAN BROTHERS: Gets Nov. 14 Extension to File Schedules
LEHMAN BROTHERS: Ambac Financial Has $1.3 Billion Exposure
LEHMAN BROTHERS: Fitch Assigns Recovery Ratings on Several Issues

LPATH INC: Files Registration Statement With SEC
MALIBU LOAN: Fitch Cuts $110.8MM Class B Notes Rating to B from BB
MARTY SHOES: US Trustee to Hold Meeting to Form Panel on Sept. 25
MAX SERVICES: Case Summary & Four Largest Unsecured Creditors
MERRILL LYNCH: Moody's Junks Rating on $5.574MM Class P Certs.

MIDTOWN VILLAGE: Voluntary Chapter 11 Case Summary
MORGAN STANLEY: Moody's Cuts $2.494MM Class M Certs. Rating to B3
MOTOR COACH: Gets First Day Motions Approval, Can Access DIP Loan
MOTOR COACH: US Trustee to Hold Meeting to Form Panel on Sept. 24
NOVADEL PHARMA: Stockholders Approve Issuance of Additional Notes

OCALA NATIONAL: Weiss Ratings Assigns "Very Weak" E- Rating
OCCULOGIX INC: Wants NASDAQ Council to Review Delisting Notice
PAETEC HOLDING: Reports $14.7 Million Net Loss for June 2008
PARAMOUNT BANK: Weiss Ratings Assigns "Very Weak" E- Rating
PARDEY LIMITED: Voluntary Chapter 11 Case Summary

PARCS MASTER: S&P Slashes 2006-2 Master Trusts Rating to BB
PARCS MASTER: S&P Trims Rating on Cl. 2007-6 Calvados Units to BB
PHARMANET DEVELOPMENT: S&P Cuts Rating to 'B' on Reduced Revenue
PORTOLA PACKAGING: To Refund Exit Lender's Due Diligence Expenses
PORTOLA PACKAGING: Noteholder Objects to Plan Confirmation

PORTOLA PACKAGING: Taps Kirkland & Ellis as Lead Counsel
PORTOLA PACKAGING: Seeks to Hire Young Conaway as Delaware Counsel
PRINCE OF PEACE: Case Summary & Largest Unsecured Creditor
QUAKER FABRIC: Panel Sues Ex-Officers for Fraudulent Transfers
REDROLLER INC: Case Summary & 20 Largest Unsecured Creditors

R & G PROPERTIES: Case Summary & 8 Largest Unsecured Creditors
ROBERT BUTLER: Majority Owned Restaurant Fails to Pay Rent
RUNNING DEER: Sues Ron Jaworski for Alleged Deceptive Practices
SALEM COMMUNICATIONS: S&P Puts 'B+' Corp. Credit Under Neg. Watch
SANDISK CORP: $5.8BB Samsung Offer Cues S&P to Put Dev. Watch

SECURITY PACIFIC: Weiss Ratings Assigns "Very Weak" E- Rating
STRUCTURED ENHANCED: Fitch Cuts Notes Rating, Removes Neg. Watch
STRUCTURED ENHANCED: Fitch Removes $47.5MM Notes Rating from Watch
SUMMIT GLOBAL: Hecny Asks 3rd Cir. to Reverse Sale Order
SUPERVALU INC: Fitch Affirms Issuer Default Rating at 'BB-'

TRANSMERIDIAN EXPLORATION: Exchange Offer Extended to Oct. 1
VALENCE TECHNOLOGY: Amends Two Promissory Notes to Berg & Berg
WACHOVIA CORP: Names Kenneth Phelan as Chief Risk Officer
WACHOVIA BANK: Moody's Holds Low-B Ratings on Six Cert. Classes
WASHINGTON MUTUAL: Shareholder Waives Compensation Agreement

WASHINGTON MUTUAL: Fitch Puts 'BB+' Under Rating Watch Evolving
WASHINGTON MUTUAL: S&P's Ratings Unmoved by Anti-dilution Waiver
WELLCARE HEALTH: S&P Keeps 'B' Credit Rating Under Negative Watch
WESTSOUND BANK: Weiss Ratings Assigns "Very Weak" E- Rating

* Moody's Cuts, Reviews Ratings on Some Lehman-Exposed Transaction
* Moody's Reviews Ratings on RMBS & ABS After Lehman's Bankruptcy
* S&P Rating Actions on Various Synthetic CDO Transactions
* S&P Trims Ratings on 11 Classes from Three RMBS Transactions
* S&P Cuts Ratings on 110 Cert. Classes from Nine US ALT-A RMBS

* S&P Downgrades Ratings on 10 Classes of Cert. from Seven RMBS
* S&P Cuts Ratings on 113 Classes from 11 RMBS Transactions
* S&P: Central Banks Worldwide Help Contain Historic Shift Fallout
* S&P Says Canadian Oil & Gas Cos. Seek Strength in Diversity
* S&P Says Corporate Casualties Rising on Poor Global Economy

* S&P Trims Ratings on 52 Classes from Four US RMBS Transactions
* S&P Cuts 26 Housing Bond Issues Rtngs After AIG's Lowered Rating
* S&P Junks Ratings on Eight Tranches from Four CDO Transactions
* S&P Cuts Ratings on Two Lehman-Related Repackaged Securities
* S&P Downgrades Ratings on 35 Classes from Three US ALT-A RMBS

* S&P: As Canada's Economy Falters, Businesses Tighten Belts
* S&P Sees Best-Positioned Institutions to Recover Amid Crisis
* S&P Lowers Ratings on 13 Tranches from Nine Transactions
* Fitch Weighs Latent Rating Impact of Lehman's Bankruptcy on CDOs

* 2008 Public Company Bankruptcies to Surpass 2007 Filings

* Orrick and Holters & Elsing Agree to Merger
* Kenneth Noble Joins Katten Muchin After 15 Years at Mayer Brown

* BOND PRICING: For the Week of Sept. 15 - Sept. 20, 2008

                             *********


A21 INC: Won't Pursue Applejack Equity Investment
-------------------------------------------------
a21, Inc. disclosed in a Securities and Exchange Commission filing
that it has discontinued negotiating its non-binding Letter of
Intent with Applejack Art Partners, Inc. pursuant to which
Applejack would have become the Company's majority equity owner.

a21 chose to discontinue negotiations when Applejack notified the
Company that Applejack would not be able to satisfy the conditions
required to close the transaction as contemplated by the non-
binding Letter of Intent.

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

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

                       Going Concern Doubt

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


AAA BOWLS: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: AAA Bowls Unlimited Inc
        dba Skyway Park Bowl & Casino
        11819 Renton Avenue S
        Seattle, WA 98178

Bankruptcy Case No.: 08-16096

Type of Business: The Debtor owns and operates casino and
                  restaurant business.
                  See http://www.skywayparkbowl.com/

Chapter 11 Petition Date: September 18, 2008

Court: Western District of Washington (Seattle)

Judge: Samuel J. Steiner

Debtor's Counsel: Jeffrey B. Wells, Esq.
                  Attorney at Law
                  eajbwellaw@aol.com
                  500 Union Street, Suite 927
                  Seattle, WA 98101
                  Tel: (206) 624-0088

Total Assets: $4,541,066

Total Debts:  $4,793,727

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

           http://bankrupt.com/misc/wawb08-16096.pdf

ACTIGA CORPORATION: Files 2nd Amendment to 2007 Annual Report
-------------------------------------------------------------
Actiga Corporation has filed a second amendment on Form 10-K/A-2
to revise its First Amendment to its Annual Report on Form 10-K/A
for the fiscal year ended Dec. 31, 2007, as filed with the
Securities and Exchange Commission on July 24, 2008.

The Company says its Chief Executive Officer and Chief Financial
Officer are responsible for establishing and maintaining adequate
internal controls over financial reporting, as such term is
defined in Rule 13a-15(f) of the Securities Exchange Act of 1934,
as amended.  The Company notes that its management, with the
participation of the CEO and CFO, evaluated the effectiveness of
the Company's internal controls over financial reporting as of
December 31, 2007.  In making this assessment, management used the
criteria set forth by the Committee of Sponsoring Organizations of
the Treadway Commission in Internal Control -- Integrated
Framework.  Based on this evaluation, management, with the
participation of the Chief Executive Officer and Chief Financial
Officer, concluded that, as of December 31, 2007, the Company's
internal controls over financial reporting were effective.  The
Company also says there were no changes in its internal control
over financial reporting identified in connection with the
evaluation required by paragraph (d) of Rule 13a-15 of the
Exchange Act that occurred during the Company's fourth fiscal
quarter of 2007 that materially affected, or are reasonably likely
to materially affect, the Company's internal control over
financial reporting.

A copy of Actiga's Second Amendment on Form 10-K/A-2 is available
free of charge at:

               http://researcharchives.com/t/s?3272

                        About Actiga Corp.

Based in Riverside, Calif., Actiga Corp. (OTCBB: AGAC) --
http://www.qmotions.com/-- terminated its dog day care services    
after it merged with QMotions Inc. on Jan. 14, 2008.  The company
currently develops, manufactures, distributes, markets and sells
motion-based controllers for video games and Online video games.

Actiga Corp.'s balance sheet at June 30, 2008, showed consolidated
assets of $1,473,417, consolidated liabilities of $3,084,467, and
stockholders' deficit of $1,611,050.

At June 30, 2008, the company's consolidated balance sheet also
showed strained liquidity with $1,443,016 in total current assets
available to pay $3,084,467 in total current liabilities.

The company reported a net loss of $1,000,458 on sales of $11,604
for the second quarter ended June 30, 2008, compared with a net
loss of $294,809 on sales of $59,219 in the same period a year
ago.


ACTIGA CORPORATION: SEC Grants Request to Exclude Info From Report
------------------------------------------------------------------
The Securities and Exchange Commission, by the Division of
Corporation Finance, has granted an application by Actiga
Corporation under Rule 24b-2 requesting confidential treatment for
information it excluded from an exhibit to a Form 10-Q filed
on Aug. 15, 2008.

Ellie Bavaria, Special Counsel of SEC's Division of Corporation
Finance, said the Division of Corporation Finance has determined
not to publicly disclose the information since it qualifies as
confidential commercial or financial information under the Freedom
of Information Act, 5 U.S.C. 552(b)(4).

The excluded information from the Exhibit will not be released to
the public through April 25, 2018.

                        About Actiga Corp.

Based in Riverside, Calif., Actiga Corp. (OTCBB: AGAC) --
http://www.qmotions.com/-- terminated its dog day care services    
after it merged with QMotions Inc. on Jan. 14, 2008.  The company
currently develops, manufactures, distributes, markets and sells
motion-based controllers for video games and online video games.

Actiga Corp.'s balance sheet at June 30, 2008, showed consolidated
assets of $1,473,417, consolidated liabilities of $3,084,467, and
stockholders' deficit of $1,611,050.

At June 30, 2008, the company's consolidated balance sheet also
showed strained liquidity with $1,443,016 in total current assets
available to pay $3,084,467 in total current liabilities.


ACTIVANT SOLUTIONS: Makes Changes to Management Team
----------------------------------------------------
Activant Solutions, Inc., has appointed Stephen A. McLaughlin as
Senior Vice President, Corporate Strategic Accounts.  Mr.
McLaughlin previously held the office of Senior Vice President and
General Manager of Wholesale Distribution.

On that same day, Sept. 10, 2008, Activant also announced certain
other changes to its management team.  Kevin V. Roach will succeed
Mr. McLaughlin and his title will be Executive Vice President of
Wholesale Distribution. Mr. Roach most recently served as
President of Rockwell Software, a division of Rockwell Automation,
Inc.

In addition, Paul H. Salsgiver, Jr. will succeed Stephen L.
Bieszczat, who had been serving as Activant's Senior Vice
President and Acting General Manager of Hardlines & Lumber, and
his title will be Executive Vice President of Hardlines & Lumber.
Mr. Salsgiver most recently served as President and Chief
Executive Officer of Compassoft, Inc.  From 1990 to 1999 Mr.
Salsgiver was an executive with PeopleSoft, Inc., where he served
as President of the Education and Government division from 1994 to
1999. Mr. Bieszczat will resume his former position of Senior Vice
President of Marketing of Hardlines & Lumber.

On Aug. 11, the company delivered to the Securities and Exchange
Commission its Form 10-Q for the period ended June 30, 2008.  
A full-text copy of Activant's financial statements is available
for free at http://researcharchives.com/t/s?325b

Activant reported net income of $829,000 for the three months
ended June 30, 2008, on revenues of $103,723,000, compared with
net income of $1,346,000 on revenues of $100,249,000 for the same
period in 2007.  

As of June 30, 2008, Activant's balance sheet showed total assets
of $1,045,779,000, total liabilities of $789,421,000 and total
stockholders' equity of $256,358,000.

                     About Activant Solutions

Headquartered in Livermore, California, Activant Solutions Inc.
-- http://www.activant.com/-- is a technology provider of   
vertical business management solutions serving small and medium-
sized retail and wholesale distribution businesses.  The company
serves three primary vertical markets: automotive aftermarket;
hardlines and lumber; and wholesale distribution.

Founded in 1972, Activant provides customers with industry
tailored proprietary software, professional services, content,
supply chain connectivity, and analytics.  Activant has operations
in California, Colorado, Connecticut, Illinois, New Jersey,
Pennsylvania, South Carolina, Texas, Utah, Canada, Ireland, and
the United Kingdom.

                          *     *     *

As reported in the Troubled Company Reporter on June 6, 2008,
Moody's Investors Service affirmed its Caa1, LGD5 (88%) rating on
Activant Solutions Inc.'s $175 million senior subordinated notes
due 2016.


ACTUANT CORP: $230MM Cortland Deal Won't Affect S&P's 'BB' Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that its ratings and
outlook on Actuant Corp. (BB/Stable/--) are not immediately
affected by Actuant's agreement to acquire industrial products
manufacturer Cortland Cos. for a total consideration of
approximately $230 million.  The transaction, which is expected to
close in the first quarter of fiscal 2009, would enhance Actuant's
product offering in a variety of end markets, including the global
offshore oil and gas market.  The company has indicated that it
will finance the transaction with excess available cash and
drawings under its revolving credit facility.
     
Moderate acquisition activity and sustained free cash flow
generation over the past few quarters have allowed Actuant to
strengthen its cash balance and build up some debt capacity for
this transaction.  Pro forma for the acquisition, Actuant's credit
measures as of May 31, 2008, are estimated to be funds from
operations to total debt of about 24% and adjusted total debt to
EBITDA of about 3.0x.  These measures are in line with S&P's
expectations for the rating of 20%-25% and 3.5-3.0x, respectively.  
The ratings incorporate S&P's expectation that Actuant will
continue to conduct an aggressive growth strategy, while
maintaining consistent credit measures as well as an adequate
liquidity profile.  "In particular, we note that the company's
$250 million revolving credit facility expires in February 2009,"
S&P says.

S&P expects that the company will take the appropriate steps to
maintain its liquidity position, including extending, renewing, or
refinancing this liquidity line.


ACUSPHERE INC: Amends License Pacts with Cephalon and Nycomed
-------------------------------------------------------------
Acusphere, Inc. entered into a letter agreement on Sept. 2, 2008,
amending a license agreement dated March 28, 2008, between the
company and Cephalon, Inc., as amended on Aug. 13, 2008.  

The Cephalon Amendment provides that the amount of assistance that
Acusphere will be obligated to provide Cephalon under the Cephalon
License Agreement will be limited to four person-hours during any
month during the term of the Cephalon License Agreement.

On September 3, 2008, Acusphere executed the Fourth Amendment to
the Collaboration, License and Supply Agreement dated July 6,
2004, with Nycomed Danmark ApS, as amended, for the European
development and marketing rights to Acusphere's lead product
candidate, Imagify (Perflubutane Polymer Microspheres) for
Injectable Suspension.  Pursuant to the Nycomed Amendment, the
milestone described as "receipt of the first Acceptance for Filing
of an MAA for the Product in any Primary Jurisdiction" is removed
and replaced with "receipt by Nycomed from Acusphere of the
process validation summary for inclusion in Nycomed's initial MAA
for the Product and a description of the changes in the
manufacturing process introduced prior to production of the three
process validation batches."

Headquartered in Watertown, Massachusetts, Acusphere Inc. (NASDAQ:
ACUS) -- http://www.acusphere.com-- is a specialty pharmaceutical   
company that develops new drugs and improved formulations of
existing drugs using its proprietary microsphere technology.  The
company  are focused on developing proprietary drugs that can
offer significant benefits such as improved safety and efficacy,
increased patient compliance, greater ease of use, expanded
indications or reduced cost.  

Its lead product candidate, Imagify for Injectable Suspension, is
a cardiovascular drug for the detection of coronary artery
disease.  Imagify is designed to enable ultrasound to compete more
effectively with nuclear stress testing, the leading procedure for
detecting coronary artery disease.  

                        Going Concern Doubt

Deloitte & Touche LLP in Boston raised substantial doubt about
the ability of Acusphere Inc. to continue as a going concern after
it audited the company's financial statements for the year ended
Dec. 31, 2007.  The auditor pointed to the company's recurring
losses from operations, negative cash flows from operations, and
the projected funding needed to sustain its operations.


AFFINITY GROUP: Moody's Cuts CF Rating to Caa1 on Weak Liquidity
----------------------------------------------------------------
Moody's Investors Service lowered Affinity Group Holding, Inc.'
Corporate Family rating to Caa1 from B3 and its Probability of
Default rating to Caa2 from B3, reflecting heightened concern
regarding the company's solvency.

Details of the rating action are:

Ratings downgraded:

Affinity Group Holding, Inc.

  -- Corporate Family rating - to Caa1 from B3
  -- Probability of Default rating - to Caa2 from B3
  -- $112 million 10.875% senior notes due 2012 - to Caa3, LGD5,
     75% from Caa2, LGD5, 89%

Affinity Group, Inc.

  -- $35 million senior secured revolving credit facility due 2009
     - to B1, LGD1, 7% from Ba3, LGD2, 17%

  -- $128 million senior secured term loan due 2009 - to B1, LGD1,
     7% from Ba3, LGD2, 17%

Ratings revised:

Affinity Group, Inc.

  -- $152 million 9.0% senior subordinated notes due 2012 -- Caa1,
     LGD3, 39% from Caa1, LGD4, 60%

Rating affirmed:

  -- Speculative Grade Liquidity rating - SGL-4

The rating outlook is negative

This concludes the rating review which Moody's initiated in July
2008.

The downgrade of the Corporate Family rating to Caa1 largely
reflects Moody's concern that Affinity Group's weakening liquidity
position and the relatively large deficit in its reported working
capital has led to a more marked deterioration in the company's
solvency profile.

The downgrade of the Probability of Default rating to Caa2
incorporates Moody's view of a heightened probability that the
company may default on the payment of approximately $136 million
of senior secured loans which mature in June 2009, absent the
refinancing of the same at a likely much higher cost given very
tight market conditions and an eroding operating profile.

Affinity Group reported close to $140 million of debt as a current
obligation at the close of the quarter ended June 2008, resulting
in an approximately $145 million working capital deficit and
reflecting an effectively insolvent credit profile.  Although
management has disclosed that it has received several financing
proposals, it has yet to announce that it has received an
underwritten financing commitment in an amount sufficient to fully
repay or refinance its senior secured loans which mature in June
2009.  Given current market conditions, Moody's questions the
company's ability to secure a financing commitment on acceptable
terms.

At June 30, 2008, Affinity Group's primary sources of liquidity
consisted of cash on hand of approximately $8 million and undrawn
availability of approximately $20 million under its revolving
credit facility.  However, availability under the revolver was
further constrained to around $14 million by the financial ratio
maintenance tests stipulated in the company's senior secured loan
agreement.  According to Moody's calculations, Affinity Group
generated break-even free cash flow for the LTM period ended
June 30, 2008.

In Moody's view, Affinity Group's currently weak liquidity profile
(underscored by the SGL-4 rating) results in large part from an
inability to conclude a proposed sale of its unprofitable retail
business in 2007, compounded by a marked deterioration in retail
sales (same store sales declined by 15% in Q208).  Continuing
growth in Affinity Group's membership services business has been
more than offset by soft retail sales.  Moody's considers that
Affinity Group's business will remain vulnerable to soft spending
in the RV sector, caused largely by high gas prices.

Affinity Group Holding, Inc. is a large member-based direct
marketing company, targeting North American recreational vehicle
owners and outdoor enthusiasts.  The company reported net revenue
of $553 million for the LTM period ended June 30, 2008.


ALERIS INTERNATIONAL: S&P Cuts Issue-Level Rating to B+ from BB-
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its issue-level rating
on Beachwood, Ohio-based Aleris International Inc.'s senior
secured term loan to 'B+' from 'BB-' and removed the issue-level
rating from CreditWatch, where it was placed with negative
implications on Aug. 15, 2008.  S&P revised the recovery rating on
this issue to '3', which indicates its expectation for meaningful
(50% to 70%) recovery in the event of a payment default, from '2'.
     
At the same time, S&P affirmed all other ratings on Aleris,
including the 'B+' corporate credit rating.  The outlook is
negative.
     
"The lower issue-level rating reflects, in conjunction with our
recovery rating methodology, the potential for reduced recovery
prospects for the company's existing term loan lenders following
the recent announcement by Aleris that it had upsized its existing
asset-based lending revolving credit facility due 2011 to
$1.1 billion from $850 million," said Standard & Poor's
credit analyst Maurice Austin.
     
The rating on Aleris reflects the company's high debt leverage,
thin margins, challenges in integrating recent acquisitions,
acquisitive nature, and exposure to highly cyclical and
competitive industries.  The rating also reflects the company's
improved product, geographic, and end-user diversification
resulting from recent acquisitions and limited exposure to
volatile raw material costs because of contractual arrangements.
     
Aleris manufactures aluminum sheet for distributors and the
transportation, construction, and consumer durables end-user
markets.  Through prior acquisitions, Aleris has expanded its
rolled-products business into higher-end aerospace applications,
added an extrusion business, provided a research and development
capability, and enhanced its geographic diversity, both in rolled
products and recycling.


ALITALIA SPA: Lone Bidder Walks Away on Unresolved Rescue Plan
--------------------------------------------------------------
Compagnia Aerea Italiana s.r.l., a newly formed investor group
backed by Italian Prime Minister Silvio Berlusconi, withdrew its
bid to buy Alitalia SpA's healthier assets after failing to win
the support of labor unions, various reports say.

As reported in the Troubled Company Reporter-Europe on Sept. 10,
2008, Alitalia's unions rejected the employment contract proposed
by CAI.

Under CAI's proposal:

    * pilots' vacation will be reduced from 42 to 30 days a year,
      with extra day off for every five years of service in the
      company;

    * attendants' fixed salary will be reduced by 43% while their
      variable salary will be reduced by 28%-31%;

    * flight hours per flight personnel will be reduced between
      750 and 900 hours;

    * ground personnel benefits for work during holidays, Sundays
      and nights, will be reduced; and

    * work-hour per week will pass from 37.5 to 40.

Unions described the proposal as "worst, unfeasible, and not
viable," following a meeting with the Italian government, Alitalia
and CAI.

Only three of the carrier's nine unions accepted the terms of
CAI's rescue plan.

Bloomberg News reports that on Sept. 14, the airline's four
biggest unions won an agreement from CAI to include 1,000 more
workers in the rescue plan.  However, on Sept. 18, CGIL, one of
the four largest unions, joined the remaining five unions in
pushing for more concessions, says the report.

Without an alternative in place, CAI's bid withdrawal would push
Alitalia into
total collapse.  The Wall Street Journal says the airline is now
running on just EUR30 million (US$42.5 million) to EUR50 million
in cash, and loses between EUR1 million and EUR2 million every
day.  Meanwhile, some analysts told Bloomberg News that Alitalia,
which is already under government bankruptcy protection, had no
choice but to liquidate.

"The most likely scenario is that the government will break up the
company and cancel contracts," Diogenis Papiomytis, a transport
analyst at Frost & Sullivan in London, was cited by Bloomberg News
as saying.  "That will have huge social costs and will probably
set off industrial action."

Moves to save the state-controlled airline became clear after the
Italian government amended its bankruptcy law to hasten the sale
of its 49.9% stake in Alitalia and it turn around, a TCR-Europe
report on Sept. 1, 2008, said.

Under Intesa Sanpaolo S.p.A.'s "Phoenix" rescue plan, Italy
government amended the Marzano Law, which was used to reorganize
Parmalat.  The government tapped Intesa Sanpaolo as adviser for
the sale of its 49.9% stake in Alitalia.

The amended law allowed Alitalia to be split into two -- an oldco
and a newco.  The oldco will shoulder the cost of the planned
5,000-7,000 job cuts and take on Alitalia's EUR1.1 billion debt --
including the recent EUR300 million loan from the government and a
EUR750 million convertible bond.  The government will place the
oldco under extraordinary administration and appoint an
extraordinary commissioner to oversee the sale of unprofitable
assets.  

The law also allowed Alitalia's extraordinary commissioner to sell
its assets through private talks and without holding public
auction.

The newco, meanwhile, will inherit Alitalia's fleet and
real estate assets as well as the remaining employees and up to
EUR500 million in debt.  It would receive around EUR300 million in
assets from AirOne S.p.A., which would be folded under the newco.
AirOne leads a group of 16 local investors who pledged to inject
around EUR1 billion into the newco in exchange for shares.

                          About Alitalia

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

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

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


ALPHA BANK: Weiss Ratings Assigns "Very Weak" E- Rating
-------------------------------------------------------
Weiss Ratings has assigned its E- rating to Alpharetta, Georgia-
based Alpha Bank & Trust.  Weiss says that the institution
currently demonstrates what it considers to be significant
weaknesses and has also failed some of the basic tests Weiss uses
to identify fiscal stability.  "Even in a favorable economic
environment," Weiss says, "it is our opinion that depositors or
creditors could incur significant risks."

Alpha Bank & Trust is not a member of the Federal Reserve.  
Deposits have been insured by the Federal Deposit Insurance
Corporation since May 8, 2006.  Alpha's Web site at
http://www.myalphabank.com/says the financial institution's  
"vision is to help people live their dreams by being the highest
performing and the most trusted, admired, and friendly full-
service community bank in the North Atlanta region."  

At June 30, 2008, Alpha Bank & Trust disclosed $383 million in
assets and $363 million in liabilities in its regulatory filings.  


AMACORE GROUP: Vicis Capital Discloses Equity Stake
---------------------------------------------------
Vicis Capital LLC disclosed in a Securities and Exchange
Commission filing that it may be deemed to beneficially own --
through Vicis Capital Master Fund -- 1,976,250 shares of the
Amacore Group Inc.'s common stock.

Vicis Capital LLC also disclosed that it may be deemed to own:

   -- 694.6 Series D Preferred Stock convertible to 694,600,000   
      Class A Common Stock at $0.01 each, exercisable until
      July 15, 2011;

   -- 139 Series E Preferred Stock convertible to 69,500,000
      Class A Common Stock at $0.02 each, exercisable until
      July 15, 2011;

   -- 1,200 Series G Preferred Stock convertible to 2,400,000
      Class A Common Stock at $5 each, exercisable until
      July 15, 2011;

   -- 400 Series H Preferred Stock convertible to 800,000 Class A
      Common Stock at $5 each, exercisable until July 15, 2011;

   -- 400,000 warrants to acquire 45,000,000 Class A Common Stock
      at $1.25 each exercisable until Aug. 10, 2009;

   -- 45,000,000 warrants to acquire 45,000,000 Class A Common
      Stock at $0.375 each, exercisable until March 13, 2013;

   -- 22,500,000 warrants to acquire 45,000,000 Class A Common
      Stock at $0.375 each, exercisable until April 30, 2013; and

   -- 45,000,000 warrants to acquire 45,000,000 Class A Common
      Stock at $0.375 each, exercisable until June 2, 2013.

Roughly 143,220,225 of the Company's Class A Common Shares and
2,503,522 of the Company's Class B Common Shares are outstanding
as of August 13, 2008.

                     About The Amacore Group

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

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

                          Balance Sheet

At March 31, 2008, the company's consolidated balance sheet showed
$23,421,580 in total assets, $11,779,375 in total liabilities, and  
$11,642,205 in total stockholders' equity.

The company's consolidated financial statements at March 31, 2008,
also showed strained liquidity with $8,009,688 in total current
assets available to pay $11,779,375 in total current liabilities.

Full-text copies of the company's consolidated financial
statements for the quarter ended March 31, 2008, are available for
free at http://researcharchives.com/t/s?2cdd  

                       Going Concern Doubt

The company believes that existing conditions raise substantial
doubt about the company's ability to continue as a going concern.  
The company has sustained operating losses in recent years.  In
addition, the company reported a net loss of $2,592,655 for the
quarter ended March 31, 2008, and had negative working capital of
$3,769,687 as of March 31, 2008.


AMBAC FINANCIAL: Has $1.3 Billion Exposure to Lehman
----------------------------------------------------
Ambac Financial Group Inc. is exposed to roughly $1.3 billion in
Guaranteed Investment Contracts, as well as a variety of smaller
obligations, that could be triggered by the recent bankruptcy of
Lehman Brothers Holdings Inc.

The GICs, which back credit-linked notes where Lehman is a credit
default swap counterparty, were the largest indirect exposure
identified by Ambac.  Written through Ambac's financial services
business, the GICs could be subject to early termination and a
return of deposited monies at par.

Ambac also noted it is exploring contract terminations,
particularly with respect to its direct exposure to six interest
rate and currency swap transactions where Lehman is the swap
counterparty.  The insurer said it had no direct financial
guaranty or CDS obligations related to Lehman, and it has ""n
insignificant net current payable balance" to the investment bank.

"Ambac has reinsured surety exposure covering operational risk of
lost or missing customer assets, not market value declines, at
several broker-dealers, including Lehman Bros., with a maximum
aggregate exposure of $137 million," the insurer said in a
statement, adding that it is "not aware of any lost or missing
customer assets at this time."

Founded in 1858 as a cotton-trading firm, Lehman filed on Sept. 15
for Chapter 11 bankruptcy protection, making it the largest
bankruptcy in U.S. history.  However, late Sept. 16, British
investment bank Barclays Capital agreed to a $1.75 billion deal to
acquire all of Lehman's North American investment banking, fixed
income, equities sales, trading and research operations.

Ambac is continuing to investigate other potential indirect Lehman
exposures, including structured and municipal transactions where
the issuer may have had Lehman as a counterparty.  Ambac noted
that Wisconsin Insurance Commissioner Sean Dilweg already has
approved $1 billion in asset transfers to the company's financial
services business from its Ambac Assurance Corp.

Earlier this month, Dilweg also cleared the way for Ambac to begin
writing new public finance guaranties through its reactivated
Construction Loan Insurance Co. unit, otherwise known as "Connie
Lee."  The insurer seeks to have Connie Lee, which is being
capitalized with an $850 million capital infusion, operate as a
stand-alone AAA-rated unit.

After taking $5.36 billion of net losses over the prior three
quarters, financial guaranty insurer Ambac bounced back with a
second quarter profit of $823.1 million, up 376% from a year
earlier.

Having been forced in recent quarters to take billions in write-
downs on credit default swaps written to guaranty collateralized
debt obligations and other structured products tied to the
moribund housing market, Ambac was able to enjoy some mark-to-
market gains in the second quarter, including $260 million related
to expected remediation efforts focused on its direct residential
mortgage-backed securities portfolio.

Headquartered in New York City, Ambac Financial Group, Inc. --
http://ir.ambac.com/-- is a holding company that provides       
financial guarantees and financial services to clients in both the
public and private sectors around the world through its principal
operating subsidiary, Ambac Assurance Corporation.  As an
alternative to financial guarantee insurance credit protection is
provided by Ambac Credit Products, a subsidiary of Ambac
Assurance, in credit derivative format.

                          *     *     *

The Troubled Company Reporter said on June 9, 2008, that Standard
& Poor's Ratings Services lowered its standard long-term ratings
on 20 Ambac Assurance Corp.-backed issues listed below to 'AA'
from 'AAA' and placed them on CreditWatch with negative
implications.  At the same time, Standard & Poor's lowered its
underlying ratings on seven Ambac Assurance Corp.-backed issues
listed below to 'AA' from 'AAA' and placed them on CreditWatch
with negative implications.  These actions follow Standard &
Poor's downgrade of Ambac Assurance Corp. to 'AA' from 'AAA' and
placement on CreditWatch with negative implications.

Ambac Financial Group Inc. said in a statement responding to the
rating actions by Standard & Poor's Rating Services that it is
disappointed by the actions taken by S&P, the TCR said on June 9.

The TCR related on June 30, 2008, that Fitch Ratings withdrew all
of its outstanding ratings on Ambac Financial Group, Inc., Ambac
Assurance Corp. and other related entities, and all ratings based
on insurance policies from Ambac's insurance subsidiaries.  The
action followed the decision by Ambac's management to cease
providing substantive non-public portfolio information used in
Fitch's capital analysis model, to discontinue previous full
interactive dialogue with Fitch analysts, and to request
withdrawal of Fitch's ratings.


AMERIBANK, INC.: W.Va. Bank Closed by Office of Thrift Supervision
------------------------------------------------------------------
Ameribank, Inc., was closed Friday by the Office of the Thrift
Supervision and the Federal Deposit Insurance Corporation was
named receiver.  The FDIC entered into purchase and assumption
agreements with Pioneer Community Bank, Inc., located in Iaeger,
West Virginia, and The Citizens Savings Bank in Martins Ferry,
Ohio, to take over all of the deposits and certain assets of
Ameribank, Inc., with its headquarters in Northfork, West
Virginia.

Ameribank has five branches located in West Virginia and three
branches located in Ohio.  Pioneer Community Bank, Inc., will
assume all deposits for the five branches located in West
Virginia.  The Citizens Savings Bank will assume all deposits for
the three branches located in Ohio.

All depositors, including those with deposits in excess of the
FDIC's insurance limits, will automatically become depositors of
the assuming institution where the customer opened the account for
the full amount of their deposits.  All deposits will continue to
be insured with the new institutions.  Therefore, there is no need
for customers to change their banking relationship to retain
deposit insurance.  Brokered deposits are included in this
transaction.

Branches in West Virginia will reopen today.  Ohio branches
reopened on Saturday.  Over the weekend, customers of the banks
were able to access their money by writing checks or using ATM or
debit cards.  Checks drawn on the banks will be processed
normally.  Loan customers should continue to make loan payments as
usual.

Pioneer Community Bank, Inc., and The Citizen's Saving Banks'
acquisition of all deposits was the "least costly" resolution for
the Deposit Insurance Fund compared to all alternatives because
the expected losses to uninsured depositors were fully covered by
the premium paid for the banks' franchises.

As of June 30, 2008, Ameribank, Inc., had total assets of $115
million and total deposits of $102 million.

Customers who would like more information on today's transactions
should visit the FDIC's Web site at
<http://www.fdic.gov/bank/individual/failed/ameribank.html>http://
www.fdic.gov/bank/individual/failed/ameribank.html.  They may also
call the FDIC toll-free about both institutions at 1-877-894-4710.

In addition to assuming all of the deposits of Ameribank, Inc.,
the acquiring institutions will purchase approximately $23 million
in assets from the receivership. The FDIC will retain the
remaining assets for later disposition.  Pioneer Community Bank,
Inc., will pay a premium of 2 percent for all deposits of the West
Virginia branches.  The Citizens Savings Bank will pay a premium
of 1.14 percent for all deposits of the Ohio branches.

The cost of the transactions to the Deposit Insurance Fund is
estimated to be $42 million.  The failed bank had assets of
$112.62 million, .033 percent of the $13.4 trillion in assets held
by the 8,451 institutions insured by the FDIC.  Ameribank, Inc. is
the first bank to be closed in West Virginia since First National
Bank of Keystone on September 1, 1999.   This year, a total of
twelve FDIC-insured banks have been closed.

Congress created the Federal Deposit Insurance Corporation in 1933
to restore public confidence in the nation's banking system.  The
FDIC insures deposits at the nation's 8,451 banks and savings
associations and it promotes the safety and soundness of these
institutions by identifying, monitoring and addressing risks to
which they are exposed.  The FDIC receives no federal tax dollars;
insured financial institutions fund its operations.


AMERICAN HOME: Units File Amendment to Financial Statements
-----------------------------------------------------------
American Corp. informs the U.S. Bankruptcy Court for the District
of Delaware in an amended statement of financial affairs that it
paid $16,189,789,849 to certain creditors 90 days before filing
for bankruptcy.  Among the largest payments were made to:

   Name of Creditor              Date of Payment     Paid Amount
   ----------------              ---------------     -----------
   Wells Fargo                     Various Dates    $985,655,548
   Webster Bank                    Various Dates     162,868,256
   M/I Financial Corp.             Various Dates      38,659,597
   Lehman Brothers                 Various Dates      21,777,948
   Wachovia                        Various Dates      19,612,990
   Academy Mortgage Corporation    Various Dates      17,786,092
   Vanguard Mortgage & Title       Various Dates      15,281,640

A list of AHM Corp.'s payments is available at no charge at:

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

                AHM Servicing's Amended Statement

American Home Mortgage Servicing, Inc. amended its statement of
financial affairs to disclose that within 90 days immediately
prior to the Petition Date, it made payments to certain creditors
amounting to $2,486,666,107.

Among the largest payments were paid to:

   Name of Creditor           Date of Payment       Paid Amount
   ----------------           ---------------       -----------
   Wells Fargo                  Various Dates    $2,063,198,948
   GSCS DBG                     Various Dates        46,355,764
   Morgan Stanley & Co.         Various Dates        29,923,536
   GSR Clearing                 Various Dates        26,615,777
   Countrywide Bank             Various Dates        24,878,268
   Structured Finance                07/18/07        24,069,806
   American Securities          Various Dates        22,705,275
   Countrywide Home Loans       Various Dates        22,066,240
   Deutsche Bank                Various Dates        20,611,163

A list of the payments may be accessed for free at:

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

                  AHM Acceptance Amends Statement

American Home Mortgage Acceptance, Inc., disclosed in an amended
statement of financial affairs that it made payments to certain
creditors totaling $1,625,924,537 within 90 days prior to its
bankruptcy filing.

Among the largest payments the Debtors made were:

   Name of Creditor              Date of Payment     Paid Amount
   ----------------              ---------------     -----------
   First Collateral Services      Various Dates      $38,496,854
   IndyMac Bank Warehouse         Various Dates       28,325,370
   Insouth Funding, Inc.          Various Dates       27,014,429
   First Bank                     Various Dates       25,825,880
   Impac Mortgage Holdings        Various Dates       14,710,239
   Liberty Financial Group        Various Dates       13,734,578
   RFC/Homewide Lending Co.       Various Dates       13,555,699
   Trust One Mortgage Corp.       Various Dates       12,798,878

A list of the payments made by AHM Acceptance is available for
free at:

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

              AHM Investment Files Amended Statement

American Home Mortgage Investment Corp. amended its statement of
financial affairs to disclose payments aggregating $149,470,750,
made to creditors within 90 days immediately preceding the
Petition Date.  Among the largest payments made were:

   Name of Creditor              Date of Payment     Paid Amount
   ----------------              ---------------     -----------
   ADP Payroll                          08/03/07     $31,000,000
   Bear Stearns-MBS                Various Dates      30,893,135
   Lehman Brothers Inc.            Various Dates      19,183,301
   UBS AG London Branch            Various Dates      13,400,000

A list of AHM Investment's payments is available for free at:

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

                    Homegate Amends Statement

In an amended statement of financial affairs, Homegate
Settlements Services, Inc., disclosed that it paid certain
creditors a total of $12,962,608 within 90 days prior to the
Petition Date.

The largest payments were made to:

   Name of Creditor              Date of Payment     Paid Amount
   ----------------              ---------------     -----------
   Bear Stearns-MBS                Various Dates      $5,827,434
   Advantage Equity Service        Various Dates       1,169,558
   RELS Valuation                  Various Dates         562,600
   C&S Marketing                   Various Dates         399,621
   America's Cutting Edge          Various Dates         180,350

A list of payments made by Homegate Settlements is available for
free at http://bankrupt.com/misc/AHM_HomeGate_Amended_SOFA.pdf

                   About American Home

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

American Home Mortgage and seven affiliates filed for chapter 11
protection on Aug. 6, 2007 (Bankr. D. Del. Case Nos. 07-11047
through 07-11054).  James L. Patton, Jr., Esq., Joel A. Waite,
Esq., and Pauline K. Morgan, Esq. at Young, Conaway, Stargatt &
Taylor LLP represent the Debtors.  Epiq Bankruptcy Solutions LLC
acts as the Debtors' claims and noticing agent.  The Official
Committee of Unsecured Creditors selected Hahn & Hessen LLP as
its counsel.  The Creditors Committee also retained Hennigan,
Bennett & Dorman LLP, as special conflicts counsel, nunc pro tunc
to March 3, 2008.  As of March 31, 2007, American Home Mortgage's
balance sheet showed total assets of $20,553,935,000, total
liabilities of $19,330,191,000.

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


AMERICAN INT'L: Discontent With Gov't Loan, Ex-CEO Declines Pay
---------------------------------------------------------------
American International Group Inc.'s shareholders will meet Monday
to discuss alternatives to the $85 billion loan agreement with the
federal government, Monica Langley, Liam Pleven, and Dennis K.
Berman at The Wall Street Journal report, citing a source familiar
with the matter.

As reported in the Troubled Company Reporter on Sept. 17, 2008,
the Federal Reserve Board, with the full support of the Treasury
Department, authorized the Federal Reserve Bank of New York to
lend up to $85 billion to AIG in exchange for an 80% stake in the
company.  

WSJ relates that AIG accepted the government's $85 billion aid
when it failed to secure loans from private-sector banks last
week.  According to WSJ, shareholders -- including some of AIG's
largest mutual-fund holders -- are dissatisfied with the agreement
and are seeking ways to quickly pay off the loan.  WSJ states that
Mickey Kantor, a cabinet member under former President Bill
Clinton, is representing some shareholders.

AIG's former CEO, Robert Willumstad, told AIG on Sunday that he
won't accept his $22 million severance payment, WSJ reports,
citing a person familiar with Mr. Willumstad's decision.  Mr.
Willumstad, says WSJ, was replaced in the Treasury's rescue of
AIG.  Edward Liddy, as reported in the Troubled Company Reporter
on Sept. 19, 2008, replaced Mr. Willumstad as AIG's CEO.

According to WSJ, Mr. Willumstad sent an e-mail to Mr. Liddy
saying that he would "forgo the severance."  WSJ quoted Mr.
Willumstad as saying, "I prefer not to receive severance while
shareholders and employees have lost considerable value in their
AIG shares."  Mr. Willumstad blamed his failure to "execute the
restructuring" plan he developed in his three-month tenure as CEO
on circumstances that predated his term and capital-markets
upheaval.  

WSJ relates that two major fund managers -- Shelby Davis of Davis
Selected Advisers LP and Bill Miller of Legg Mason Inc. -- and
former AIG director Eli Broad sent a letter to the firm's board,
saying there had been "an unequivocal loss of investor
confidence."  AIG's board decided last week that Mr. Willumstad's
termination was "not for cause" and that it would fulfill its
contractual several obligation of a $22 million payment, according
to WSJ.

Based in New York City, American International Group Inc. is an
international insurance and financial services organization, with
operations in more than 130 countries and jurisdictions.  The
company is engaged through subsidiaries in General Insurance, Life
Insurance & Retirement Services, Financial Services and Asset
Management.


AMERICAN INTERNATIONAL: S&P Chips ILFC Preferred Stock Rating to B
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on the
preferred stock of International Lease Finance Corp. (ILFC; A-
/Watch Dev/A-1) to 'B' from 'BBB', following a similar action on
the preferred stock of ultimate parent American International
Group Inc. (AIG; A-/Watch Dev/A-1) and its other subsidiaries.  
The CreditWatch implications on the preferred stock are revised to
negative from developing.
      
"Under the terms of the Federal Reserve Bank of New York $85
billion borrowing facility for AIG, the U.S. government may veto
dividends on any preferred shares," said Standard & Poor's credit
analyst Philip Baggaley.  Any action on that right is uncertain
but could occur with little warning at the government's
discretion.

Ratings on preferred stock could be lowered further if it becomes
more likely that the government will exercise its right to block
dividend payments.


AMES DEPARTMENT: Court Approves Various Professionals' 2007 Fees
----------------------------------------------------------------
Judge Robert E. Gerber of the U.S. Bankruptcy Court for the
Southern District of New York granted in July 2008 interim
compensation for the professional services rendered, and
reimbursement of actual and necessary expenses incurred from
January 1, 2007, through December 31, 2007, for several
professionals employed in the bankruptcy cases of Ames Department
Stores, Inc., dba Hills Stores:

                              Allowed Fees     Allowed Expenses
                              ------------     ----------------
     Deloitte Tax LLP             $197,315                   $0
     Weil, Gotshal & Manges LLP   $850,026              $52,875
     Togut, Segal & Segal, LLP     $55,272               $1,571
     Otterbourg, Steindler,
        Houston & Rosen, P.C.     $214,834               $2,923

Rocky Hill, Connecticut-based Ames Department Stores filed for
chapter 11 protection on Aug. 20, 2001 (Bankr. S.D.N.Y. Case No.
01-42217).  Togut, Segal & Segal LLP and Weil, Gotshal & Manges
LLP, represent the Debtors in their restructuring efforts.  
Otterbourg, Steindler, Houston & Rosen, P.C., represents the
official committee of unsecured creditors.

When the Company filed for protection from their creditors, they
listed $1,901,573,000 in assets and $1,558,410,000 in liabilities.  
On August 14, 2002, Ames announced plans to go out of business,
liquidate and close all 327 stores.  The Debtors have until
October 23, 2008, to file a bankruptcy plan.

Originally founded in Southbridge, Massachusetts, Ames Department
Stores was a regional discount retailer that, through its
subsidiaries, currently operates 452 stores in 19 states and the
District of Columbia.  In 1990, Ames sought relief under Chapter
11 of the United States Bankruptcy Code, blaming low profitability
and consumers who defaulted on their debt payments.


APP PHARMACEUTICALS: Sends Investors Merger Prospectus Supplement
-----------------------------------------------------------------
APP Pharmaceuticals, Inc. disclosed in a Securities and Exchange
Commission filing that it mailed to stockholders a supplement to
the information statement/prospectus in connection with the
contemplated acquisition of APP by Fresenius SE.

                 Litigation Relating to the Merger

As disclosed in the information statement/prospectus, following
the announcement of the merger agreement a putative class action
complaint was filed against APP and four of APP's current
directors (Dr. Soon-Shiong, Michael Blaszyk, Michael Sitrick, and
Joseph Pizza) in the Circuit Court of Cook County, Illinois,
captioned as "Buggs v. APP Pharmaceuticals, Inc., et al., Case No.
08-CH-29335."  On August 27, 2008, APP and the other defendants
reached an agreement-in-principle with the plaintiffs regarding
the settlement of the lawsuit.

The parties contemplate that the agreement-in-principle will be
further documented by the parties in a settlement agreement.  The
settlement agreement will contain customary provisions.  The
parties further agree that approval of the settlement must, and
will, be sought from the court following notice to the
stockholders of APP and consummation of the merger.  In connection
with the approval of the settlement, a hearing will be scheduled
at which the court will consider the fairness, reasonableness and
adequacy of the settlement which, if finally approved by the
court, will resolve all of the claims that were or could have been
brought in the actions being settled, including all claims
relating to the merger, the merger agreement and any disclosure
made. In addition, in connection with the settlement, the parties
contemplate that the plaintiffs' counsel will petition the court
for an award of attorneys' fees and expenses to be paid by APP.

As part of the proposed settlement, the company has agreed to pay
$500,000 to the plaintiffs' counsel for their fees and expenses,
subject to approval by the court. There can be no assurance that
the parties will ultimately enter into a written settlement
agreement or that the court will approve the settlement even if
the parties were to enter into such an agreement. If the court
does not approve the settlement, the proposed settlement as
contemplated by the agreement-in-principle may be terminated.

The settlement will not affect the amount or type of merger
consideration APP stockholders will receive in the merger.

APP agreed that the company and the other parties will not assert
that a stockholder's demand for appraisal is not timely under
Section 262 of the General Corporation Law of the State of
Delaware if such stockholder who otherwise satisfies the
requirements of Section 262 of the DGCL submits a written demand
for appraisal that is received by APP by Sept. 16, 2008.

A full-text copy of the prospectus supplement is available free of
charge at http://ResearchArchives.com/t/s?3250

                      About APP Pharmaceuticals

Headquartered in Schaumburg, Illinois, APP Pharmaceuticals Inc. is
a hospital-based injectable pharmaceutical company, focusing on
oncology, anti-infective, anesthetic/analgesic and critical care
markets.  The company develops, produces and markets a
comprehensive portfolio of over 100 hospital-based injectable
products and operates three manufacturing facilities producing a
comprehensive range of dosage formulations, including
lyophilization.

At March 31, 2008, the company's balance sheet showed total assets
of $1,087,100,000 and total liabilities of $1,160,010,000,
resulting in a total stockholders' deficit of $72,910,000.

The Troubled Company Reporter reported on July 11, 2008, that
Standard & Poor's Ratings Services affirmed APP Pharmaceuticals
Inc.'s 'BB' long-term corporate ratings.  The outlook on APP is
stable.


ARTISTDIRECT INC: D. Villard Replaces J. Diamond as Chairman
------------------------------------------------------------
On September 7, 2008, Jon Diamond resigned as Chairman of the
Board and a director of ARTISTdirect Inc.  Dimitri S. Villard, a
director and current interim Chief Executive Officer, has been
elected by the Board of Directors to be the new Chairman of the
Board.

Headquartered in Santa Monica, California, ARTISTdirect Inc.
(OTC.BB: ARTD) -- http://artistdirect.com/-- is a digital media
entertainment company that is home to an online music network and,
through its MediaDefender subsidiary, is a provider of anti-piracy
solutions in the Internet-piracy-protection industry.

The Troubled Company Reporter reported on Sept. 11, 2008, that
ARTISTdirect Inc.'s consolidated balance sheet at June 30, 2008,
showed $17,588,000 in total assets and $47,417,000 in total
liabilities, resulting in a $29,829,000 stockholders' deficit.  At
June 30, 2008, the company's consolidated balance sheet also
showed strained liquidity with $9,184,000 in total current assets
available to pay $47,244,000 in total current liabilities.  The
company reported a net loss of $29,916,000 on total net revenue of
$2,720,000 for the second quarter ended June 30, 2008, as compared
to a net loss of $3,486,000 on total net revenue of
$6,593,000 in the corresponding period a year ago.

On Feb. 7, 2008, the company retained the services of Salem
Partners, LLC, to serve as a financial advisor to the company in
connection with the sale, merger, consolidation, reorganization or
other business combination and the restructuring of the material
terms of the company's senior notes and subordinated convertible
notes.  The company said that if the company is unable to complete
a sale or merger or restructure its senior and subordinated debt
obligations in a satisfactory manner and the lenders begin to
exercise additional remedies to enforce their rights, the company
will not have sufficient cash resources to maintain its
operations.  In such event, the company may be required to
consider a formal or informal restructuring or reorganization,
including a filing under Chapter 11 of the United States
Bankruptcy Code.


ATHEROGENICS INC: Reduces Board Size; Vaughn Bryson Resigns
-----------------------------------------------------------
AtheroGenics, Inc., has restructured its Board of Directors to
reduce the number of directors in order to better align the size
of its Board with the current needs of the company.  Remaining on
the Board will be:

1. Michael A. Henos
   Chairman of the Board, AtheroGenics, Inc.
   Managing Partner, Alliance Technology Ventures, L.P.

2. R. Wayne Alexander, M.D., Ph.D.
   Chairman, Department of Medicine
   Emory University School of Medicine

3. Samuel L. Barker, Ph.D.
   Founder, Clearview Projects, Inc.

4. Margaret E. Grayson
   President, Coalescent Technologies

5. Russell Medford, M.D., Ph.D.
   President and Chief Executive Officer, AtheroGenics, Inc.

"We believe that the new AtheroGenics' Board continues to provide
the expertise and experience to guide our Company going forward
and to maximize value for all of our varied stakeholders," said
Michael A. Henos, Chairman of the AtheroGenics Board of Directors.
In connection with the Board restructuring, David Bearman, T.
Forcht Dagi, M.D., Arthur M. Pappas and William A. Scott, Ph.D.,
resigned from the Board of Directors. Mr. Henos commented, "We
want to thank the departing Board members for their hard work and
contributions to the Company."

Vaughn D. Bryson, retired president and chief executive officer of
Eli Lilly and Company, was initially part of the new board but on
Sept. 18, 2008, he handed in his resignation from the Board as
well as from his compensation committee appointment.  His
resignation did not involve a disagreement with the Company.

                       About AtheroGenics

Based in Alpharetta, Georgia, AtheroGenics, Inc. --
http://www.atherogenics.com/-- is a research-based pharmaceutical  
company focused on the discovery, development and
commercialization of drugs for the treatment of chronic
inflammatory diseases, including diabetes and coronary heart
disease. It has one late stage clinical drug development program.

As of June 30, 2008, AtheroGenics, Inc. had $72.41 million in
total assets, $294.57 million in total liabilities, resulting in
$222.17 million in shareholders' deficit.

The Troubled Company Reporter reported on Sept. 17, 2008, that
noteholders filed on Sept. 15, 2008, a petition with the U.S.
Bankruptcy Court for the Northern District of Georgia to place
AtheroGenics in Chapter 7 bankruptcy.

The petitioning noteholders are:

   -- AQR Absolute Return Master Account, L.P.;
   -- CNH CA Master Account, L.P.;
   -- Tamalpais Global Partner Master Fund, LTD;
   -- Tang Capital Partners, LP; and
   -- Zazove High Yield Convertible Securities Fund, L.P.

The Company is reviewing the involuntary bankruptcy petition filed
by the 2008 Noteholders and is evaluating its alternatives.  The
case is In Re AtheroGenics, Inc. (Case No. 08-78200)


ATLANTIS PLASTICS: Court Approves Greenberg Traurig as Counsel
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Georgia
authorized Atlantis Plastics Inc. and its debtor-affiliates to
employ Greenberg Traurig LLP as their bankruptcy counsel.

Greenberg Traurig is expected to:

(a) provide legal advice with respect to the Debtors' powers and
    duties as debtors-in-possession in the continued operation of
    their businesses and management of their property;

(b) negotiate, draft and pursue confirmation of any plan of
    reorganization and approval of any accompanying disclosure
    statement;

(c) prepare on behalf of the Debtors all applications, motions,
    answers, orders, reports and other legal papers necessary to
    the administration of the Debtors' estates;

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

(e) assist with any disposition of the Debtors' assets, by sale or
    otherwise;

(f) provide all legal services in connection with the Debtors'
    financing, including, without limitation, negotiations,
    documentation, preparing pleadings and other actions necessary
    to have any such financings approved by the Court;

(g) attend all meetings and negotiate with representatives of
    creditors, the United States Trustee, and other parties-in-
    interest; and

(h) perform all other legal services for, and provide all other
    necessary legal advice to, the Debtors which may be necessary
    and proper in these cases.

Greenberg Traurig advised the Debtors that the current rates
applicable to the principal attorneys and paralegals proposed to
represent the Debtors are:

       Professional                       Rate Per Hour
       ------------                       -------------
       Nancy A. Mitchell                       $690
       David Kurzweil                          $530
       James Sacca                             $530
       Maribel Nicholson-Choice                $435
       Dan Brown                               $425
       Vickie Driver                           $385
       Alex McClain                            $320
       John Elrod                              $295
       John Dyer                               $290
       Lee Hart                                $265
       Sarah Withers (paralegal)               $195

To the best of the Debtors' knowledge, Greenberg Traurig does not
hold or represent any interest adverse to the Debtors or their
chapter 11 estates, their creditors, or any other party in
interest, and is a "disinterested person" as that term is defined
in Section 101(14) of the Bankruptcy Code.

                     About Atlantis Plastics

Atlanta, Georgia-based Atlantis Plastics, Inc. (OTC:ATPL.PK)
manufactures specialty polyethylene films and molded and extruded
plastic components used in a variety of industrial and consumer
applications.

The Debtor filed a Chapter 11 petition on Aug. 10, 2008 (Bankr.
N.D. Ga. Case Nos. 08-75473 through 08-75481) together with
Atlantis Plastics, Inc., Atlantis Plastic Films, Inc., Atlantis
Films, Inc., Atlantis Molded Plastics, Inc., Atlantis Plastics
Injection Molding, Inc., Extrusion Masters, Inc., Linear Films,
Inc., Pierce Plastics, Inc., and Rigal Plastics, Inc.

David B. Kurzweil, Esq., at Greenberg Traurig, LLP, has been
selected to represent the Debtors in their restructuring efforts.  
They listed assets of between $100 million and $500 million and
debts of between $100 million and $500 million.  The Debtors owe
The Bank of New York $75 million in unsecured loan and Equistar
$1 million in unsecured trade debt.

As of September 2007, Atlantis Plastics had $214 million in total
assets, $255 million in total liabilities, and $41 million in
stockholders' deficit.


ATLANTIS PLASTICS: Committee Hires Kilpatrick Stockton as Counsel
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Georgia
authorized the Official Committee of Unsecured Creditors appointed
in the bankruptcy cases of Atlantis Plastics Inc. and its debtor-
affiliates to employ Kilpatrick Stockton LLP as its counsel.

Kilpatrick Stockton is expected to:

   a. render legal advice regarding the Committee's organization,
      duties and powers in these cases;

   b. assist the Committee in its investigation of the acts,
      conduct, assets, liabilities, and financial condition of the
      Debtors, the operation of the Debtors' businesses and the
      desirability of continuing the same, the potential sale of
      the Debtors' assets, and any other matter relevant to these
      cases or the formulation and analysis of any plans of
      reorganization or plans of liquidation;

   c. attend meetings of the Committee and meetings with the
      Debtors, the Debtors' attorneys, and other professionals, as
      requested by the Committee;

   d. represent the Committee in hearings before the Court;

   e. assist the Committee in preparing all necessary motions,
      applications, responses, reports, and other pleadings in
      connection with the administration of these cases; and

   f. provide other legal assistance as the Committee may deem
      necessary and appropriate.

The Committee discloses that the firm's professionals bill:

                 Professional     Hourly Rate
                 ------------     -----------
                 Partners         $450 - $665
                 Counsel          $355 - $390
                 Associates       $240 - $350
                 Paralegals       $160 - $175

To the best of the Committee's knowledge, the firm does not hold
or represent any interest adverse to the Debtors or their chapter
11 estates, their creditors, or any other party in interest, and
is a "disinterested person" as that term is defined in Section
101(14) of the Bankruptcy Code.

                     About Atlantis Plastics

Atlanta, Georgia-based Atlantis Plastics, Inc. (OTC:ATPL.PK)
manufactures specialty polyethylene films and molded and extruded
plastic components used in a variety of industrial and consumer
applications.

The Debtor filed a Chapter 11 petition on Aug. 10, 2008 (Bankr.
N.D. Ga. Case Nos. 08-75473 through 08-75481) together with
Atlantis Plastics, Inc., Atlantis Plastic Films, Inc., Atlantis
Films, Inc., Atlantis Molded Plastics, Inc., Atlantis Plastics
Injection Molding, Inc., Extrusion Masters, Inc., Linear Films,
Inc., Pierce Plastics, Inc., and Rigal Plastics, Inc.

David B. Kurzweil, Esq., at Greenberg Traurig, LLP, has been
selected to represent the Debtors in their restructuring efforts.  
They listed assets of between $100 million and $500 million and
debts of between $100 million and $500 million.  The Debtors owe
The Bank of New York $75 million in unsecured loan and Equistar
$1 million in unsecured trade debt.

As of September 2007, Atlantis Plastics had $214 million in total
assets, $255 million in total liabilities, and $41 million in
stockholders' deficit.


ATLANTIS PLASTICS: Files Schedules of Assets and Liabilities
------------------------------------------------------------
Atlantis Plastics Inc. and its debtor-affiliates delivered to the
United States Bankruptcy Court for the Northern District of
Georgia its schedules of assets and liabilities, disclosing:

   Name of Schedule                  Assets      Liabilities
   ----------------               ------------   ------------
   A. Real Property                $12,556,455
   B. Personal Property           $130,871,183
   C. Property Claimed
      as Exempt
   D. Creditors Holding                          $160,171,000
      Secured Claims
   E. Creditors Holding                              $576,145
      Unsecured Priority
      Claims
   F. Creditors Holding                           $97,708,658
      Unsecured Nonpriority
      Claims
                                  ------------   ------------
      TOTAL                       $143,427,638   $258,455,803

Atlanta, Georgia-based Atlantis Plastics, Inc. (OTC:ATPL.PK)
manufactures specialty polyethylene films and molded and extruded
plastic components used in a variety of industrial and consumer
applications.

The Debtor filed a Chapter 11 petition on Aug. 10, 2008 (Bankr.
N.D. Ga. Case Nos. 08-75473 through 08-75481) together with
Atlantis Plastics, Inc., Atlantis Plastic Films, Inc., Atlantis
Films, Inc., Atlantis Molded Plastics, Inc., Atlantis Plastics
Injection Molding, Inc., Extrusion Masters, Inc., Linear Films,
Inc., Pierce Plastics, Inc., and Rigal Plastics, Inc.

David B. Kurzweil, Esq., at Greenberg Traurig, LLP, has been
selected to represent the Debtors in their restructuring efforts.  
They listed assets of between $100 million and $500 million and
debts of between $100 million and $500 million.  The Debtors owe
The Bank of New York $75 million in unsecured loan and Equistar
$1 million in unsecured trade debt.

As of September 2007, Atlantis Plastics had $214 million in total
assets, $255 million in total liabilities, and $41 million in
stockholders' deficit.


BAYWOOD INTERNATIONAL: Completes $1.6 Million Private Placement
---------------------------------------------------------------
On September 5, 2008, Baywood International Inc. completed a
$1,635,000 private placement of Units.  Each Unit consisted of
$100,000 principal amount of 12% Subordinated Notes and Warrants
to purchase 117,647 shares of the company's common stock with an
exercise price of $0.85 per share, subject to adjustment, expiring
on the fifth anniversary of the initial issuance date of the
Warrant.  The Units were sold to accredited investors in exchange
for $100,000 per Unit.  The net proceeds of the Offering were
$1,484,202 after deduction of the placement agent fee.  

The 12% Subordinated Notes are due on the earlier of:

   (i) September 4, 2009, and

  (ii) no more than 15 business days following the closing of a
       debt or equity financing or series of debt or equity
       financings in which the company receives at least
       $4,000,000 of gross proceeds.

Simple interest on the Notes accrues at a rate of 12% per year.  
If the maturity date does not occur by March 31, 2009, Baywood
must pay all accrued interest up to and including March 31, 2009,
on that date.  Baywood must pay the remaining interest concurrent
with the payment of the principal amount on the maturity date.  At
any time, and from time to time, the holder may, at its sole
option, convert all or any part of the principal amount
outstanding under the Note into shares of Baywood common stock at
a conversion price of $0.85 per share, subject to adjustment.

In the event that Baywood closes a Qualified Placement, the
company must notify the holder within five business days following
the closing.  The holder will then have five business days to
notify Baywood whether it will elect, at its sole option, to
convert any portion of the principal amount and accrued interest
on the Note into an investment in the securities sold in the
Qualified Placement, on the same terms and conditions as other
investors in the Qualified Placement.  In addition, the holder
must notify Baywood whether it will elect to convert any principal
or interest not converted into securities sold in the Qualified
Placement into cash or shares of Baywood common stock.  Upon
receipt of the holder's notice, Baywood will have five business
days to comply with the holder's request and that date will be
deemed the new maturity date.

Upon an event of default, the outstanding principal amount, plus
accrued but unpaid interest, liquidated damages and other amounts
owing under the Note will, at the holder's election, become
immediately due and payable in cash commencing five trading days
after the event of default.

Pursuant to a Side Letter Agreement, Baywood granted the investors
who purchased Units in the Offering registration rights with
respect to the shares of its common stock issuable upon exercise
of the Warrants and issuable upon conversion of the Notes.  
Baywood paid Northeast Securities, Inc., the exclusive placement
agent for the sale of the Units in the Offering, a fee of $150,798
and issued it Warrants to purchase 153,884 shares of Baywood
common stock.  Two of Baywood's directors, David Tsiang and O. Lee
Tawes, III, are employees of Northeast Securities.

Mr. Tawes entered into a Guaranty in which he provided a personal
guaranty to each investor in the Offering covering the performance
and payment of Baywood's obligations related to the Note until the
time that:

   (i) the investor exercises its rights under the Put Agreement
       and receives all unpaid principal and interest under the
       Note, or

  (ii) all other obligations owed to the investor under the Note
       have been satisfied in full.

Additionally, Mr. Tawes entered into a Put Agreement whereby he
agreed to grant each investor in the Offering the right to require
Mr. Tawes to purchase, in his individual capacity, the Note from
the investor prior to its maturity at any time following an event
of default under the Note after applicable cure periods.

                   About Baywood International

Headquartered in Scottsdale, Ariz., Baywood International Inc.
(OTC BB: BYWD) -- http://www.bywd.com/-- is a nutraceutical
company specializing in the development, marketing and
distribution of nutraceutical products under the LifeTime(R) and
Baywood brands.

                       Going Concern Doubt

Malone & Bailey, PC, in Houston, expressed substantial doubt about
Baywood International Inc.'s ability to continue as a going
concern after auditing the company's consolidated financial
statements for the year ended Dec. 31, 2007.  The auditing firm
pointed to the company's recurring losses from operations and  
working capital deficiency.

The Troubled Company Reporter reported on Aug. 26, 2008, that
Baywood International Inc. disclosed a net loss of $559,443 on net
sales of $3,399,422 for the second quarter ended June 30, 2008,
compared with a net loss of $770,187 on net sales of $3,206,550 in
the same period last year.  At June 30, 2008, the company's
consolidated balance sheet showed $13,057,856 in total assets,
$10,304,869 in total liabilities, and $2,752,987 in total
stockholders' equity.  The company's consolidated balance sheet at
June 30, 2008, showed strained liquidity with $3,136,904 in total
current assets available to pay $9,456,099 in total current
liabilities.


BEAR STEARNS: Moody's Affirms Ratings on 22 Classes of Trusts
-------------------------------------------------------------
Moody's Investors Service affirmed the ratings of 22 classes of
Bear Stearns Commercial Mortgage Securities Trust 2006-TOP24,
Commercial Mortgage Pass-Through Certificates, Series 2006-TOP24
as:

  -- Class A-1, $47,398,096, affirmed at Aaa
  -- Class A-2, $173,230,000, affirmed at Aaa
  -- Class A-3, $91,660,000, affirmed at Aaa
  -- Class A-AB, $81,000,000, affirmed at Aaa
  -- Class A-4, $715,258,000, affirmed at Aaa
  -- Class A-M, $153,472,000, affirmed at Aaa
  -- Class A-J, $101,676,000, affirmed at Aaa
  -- Class X-1, Notional, affirmed at Aaa
  -- Class X-2, Notional, affirmed at Aaa
  -- Class B, $28,776,000, affirmed at Aa2
  -- Class C, $13,429,000, affirmed at Aa3
  -- Class D, $21,102,000, affirmed at A2
  -- Class E, $13,429,000, affirmed at A3
  -- Class F, $13,429,000, affirmed at Baa1
  -- Class G, $19,184,000, affirmed at Baa2
  -- Class H, $9,592,000, affirmed at Baa3
  -- Class J, $3,837,000, affirmed at Ba1
  -- Class K, $3,837,000, affirmed at Ba2
  -- Class L, $5,755,000, affirmed at Ba3
  -- Class M, $5,755,000, affirmed at B1
  -- Class N, $1,918,000, affirmed at B2
  -- Class O, $1,919,000, affirmed at B3

Moody's affirmed the ratings due to overall stable pool
performance.

As of the September 12, 2008 distribution date, the transaction's
aggregate certificate balance has decreased by approximately 0.8%
to $1.52 billion from $1.53 billion at securitization.  The
Certificates are collateralized by 159 mortgage loans ranging in
size from less than 1.0% to 12.2% of the pool, with the top 10
loans representing 46.7% of the pool.  The pool includes four
loans with investment grade underlying ratings, representing 3.4%
of the pool, and three residential co-op loans with underlying
ratings of Aaa, representing 1.3% of the pool.  At securitization
the Lincoln Mall Loan ($33.8 million -- 2.2%) and 330 West 38th
Street Loan ($24.0 million -- 1.6%) also had investment grade
underlying ratings, but the performance of these loans have
declined and they no longer have investment grade underlying
ratings.

The pool has experienced no losses since securitization and
currently there are no loans in special servicing.  Two loans,
representing less than 1.0% of the pool, are on the master
servicer's watchlist.

Moody's was provided with year-end 2007 and partial year 2008
operating results for 93.6% and 38.1% of the pool, respectively.  
Moody's loan to value ratio is 97.8%, essentially the same as at
securitization.

The four loans with underlying ratings comprise 3.4% of the pool.  
The Lee Harrison Loan ($15.0 million -- 1.0%) is secured by an
110,000 square foot anchored retail center located in Arlington,
Virginia.  Moody's current underlying rating is A3 compared to
Baa3 at securitization.  The 461 Fifth Avenue Loan ($15.0 million
-- 1.0%) is secured by a fee position in a parcel of land located
in the Grand Central submarket of Manhattan.  Moody's current
underlying rating is Aaa, the same as at securitization.  The City
National Bank Building ($10.7 million -- 0.7%) is secured by a
109,000 square foot office building located in North Hollywood,
California.  Moody's current underlying rating is Baa2, the same
as at securitization.  The Lincroft Office Center ($10.4 million
-- 0.7%) is secured by a 97,000 square foot office building
located in Red Bank, New Jersey.  Moody's current underlying
rating is Baa1 compared to Baa3 at securitization.

The top four conduit loans represent 31.0% of the pool.  The
largest conduit loan is the US Bancorp Tower Loan ($186.6 million
-- 12.2%), which is secured by a 1.1 million square foot office
property located in downtown Portland, Oregon.  The property was
91.0% leased as of March 2008 compared to 93.6% at securitization.  
The building is anchored by U.S. Bankcorp (43.9% NRA; lease
expiration June 2015; Moody's senior unsecured rating Aa2 - stable
outlook).  Performance has declined since securitization due to
increased expenses.  The loan is interest only for its entire
term.  The sponsor is JP Morgan Investment Management.  Moody's
LTV is 101.2% compared to 98.1% at securitization.

The second largest conduit loan is the 225 South Sixth Street Loan
($152.5 million -- 10.0%), which represents a pari passu interest
in a $162.5 million first mortgage loan.  The loan is secured by a
1.3 million square foot Class A office building located in
downtown Minneapolis, Minnesota.  The building was 81.3% leased as
of August 2008 compared to 75.8% at securitization.  The largest
tenants include Capella Education Company (14.6% NRA; lease
expiration October 2010) and Winthrop & Wienstein (5.7%; lease
expiration February 2017).  Despite the improved occupancy,
performance has declined since securitization due to increased
expenses.  The loan is interest only for its entire term.  The
sponsor is ASB Capital Management.  Moody's LTV is 117.0% compared
to 108.6% at securitization.

The third largest conduit loan is the Dulles Executive Plaza Loan
($68.8 million -- 4.5%), which is secured by a 380,000 square foot
office building located in Herndon, Virginia.  The property was
100.0% leased as of March 2008 compared to 91.3% at
securitization.  The largest tenants include Cisco (subleased to
Lockheed Martin; 50.0%; lease expiration May 2011) and Lockheed
Martin (26.0%; lease expiration February 2013).  The loan is
interest only for its entire term.  The sponsor is Inland America
Real Estate Trust, Inc. Moody's LTV is 86.4% compared to 91.5% at
securitization.

The fourth largest conduit loan is the W Hotel San Diego Loan
($65.0 million -- 4.3%), which is secured by a 258-room full
service located in San Diego, California.  Net operating income
reported by the borrower for 2007 was 7.8% less than reported for
2006.  The loan is interest only for the first 69 months of its 12
year term.  The borrower is Sunstone Hotel Investors, Inc.  
Moody's LTV is 126.2% compared to 116.1% at securitization.

Moody's periodically completes full reviews in addition to
monitoring transactions on a monthly basis.  This is Moody's first
full review since securitization.

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

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

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

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


BERTHEL GROWTH: Berthel SBIC Unit Breaches Loan Terms
-----------------------------------------------------
Berthel Growth & Income Trust I's wholly owned subsidiary, Berthel
SBIC, LLC, violated on Sept. 1, 2008, the terms of its loan
agreement dated Sept. 1, 2003, with the United States Small
Business Administration by failing to pay the balance of the
loan in full.

As of Sept. 1, 2008, the balance of the loan is $2,777,946.30.
As a result of the default, the United States Small Business
Administration on Sept. 3, 2008, issued Berthel SBIC, LLC a notice
of default, indicating that if Berthel SBIC, LLC does not pay the
amount in full within 30 days, the United States Small Business
Administration will take appropriate legal action.

The company believes the United States Small Business
Administration will seek to have itself appointed receiver of
Berthel SBIC, LLC for the purpose of marshalling and liquidating
in an orderly manner all of its assets and satisfying all of the
claims of creditors.

                       About Berthel Growth

Based in Marion, Iowa, Berthel Growth & Income Trust I is a
Delaware business trust that has elected to be treated as a
business development company under the Investment Company Act of
1940.  The trust's Registration Statement was declared effective
June 21, 1995, at which time the trust began offering Shares of
Beneficial Interest.  The underwriting period was completed on
June 21, 1997, with a total of $10,541,000 raised.  

The trust is a closed-end management investment company intended
as a long-term investment and not as a trading vehicle.

                       Going Concern Doubt

As of June 30, 2008, total assets and liabilities of the Trust are
$6,020,783 and $11,818,700, respectively.  In addition, Berthel
SBIC, LLC (SBIC), a wholly owned subsidiary of the Trust, is in
violation of the maximum capital impairment percentage permitted
by the U.S. Small Business Administration.  If the debt owed to
the United States Small Business Administration by SBIC is not
paid or ohterwise extended, SBA may declare the note in default
and exercise its right to take possession of the Trust's assets as
provided in the loan documents.

These factors raise substantial doubt about the ability of the
Trust to continue as a going concern.  

Berthel Growth & Income Trust I's consolidated balance sheet at
June 30, 2008, showed $6,020,783 in total assets and $11,818,700
in total liabilities, resulting in a $5,797,917 net asset
deficiency.

The company reported net income of $9,837 on total revenues of
$84,021 for the second quarter ended June 30, 2008, compared with
net income of $403,651 on total revenues of $25,598 in the same
period in 2007.


BIOMETRX INC: Signs 3 Extension & Waiver Pacts With Investors
-------------------------------------------------------------
bioMETRX, Inc. entered into three separate Extension and Waiver
Agreements effective as of September 10, 2008, with the three
remaining investors in the company's private placements that were
consummated on June 29, 2006, and December 28, 2006, whereby the
company sold an aggregate of $3,100,000 of its Convertible Notes
and Debentures.  

The three remaining investors are:

   -- Whalehaven Capital Fund, Ltd.
   -- Alpha Capital Aktiengesellsch
   -- Bridgepointe Master Fund, Ltd.

As of Sept. 10, 2008, there remained approximately $1,139,000
principal amount of these Notes outstanding despite the fact that
their maturity dates has passed.  Pursuant to the Extension and
Waiver Agreements, the maturity dates of the Notes were extended
and the Holders agreed to waive all defaults under the Notes and
related Transaction Documents and consented to the company's
proposed new financing.  

                        About bioMETRX Inc.

Headquartered in Jericho, New York, bioMETRX Inc. (OTC BB: BMRX)
-- http://www.biometrx.net/-- through its wholly owned    
subsidiaries, designs, develops, engineers and markets biometrics-
based products for the consumer home security, consumer
electronics, medical records and medical products markets.

BioMETRX Inc.'s consolidated balance sheet at March 31, 2008,
showed $1,362,809 in total assets and $4,357,487 in total
liabilities, resulting in a $2,994,678 stockholders' deficit.

                       Going Concern Doubt

Wolinetz, Lafazan & Company, P.C., in Rockville Centre, New York,
expressed substantial doubt about BioMetrx Inc.'s ability to
continue as a going concern after auditing the company's financial
statements for the year ended Dec. 31, 2007.  The auditing frim
reported that the company's operations have generated recurring
losses and cash flow deficiencies for the years ended Dec. 31,
2007, and 2006.  In addition, the auditing firm said that as of
Dec. 31, 2007, the company has a significant working capital
deficit and stockholders' deficit.


BOSCOV'S INC: Selling Substantially All Assets to Versa Capital
---------------------------------------------------------------
Boscov's Department Store LLC signed a Letter of Intent for the
sale of substantially all of its assets to Versa Capital
Management Inc., a private equity investment firm.  Versa intends
to operate the Boscov's business post-closing.

"With the full support of our Committee of Creditors, we are very
pleased to have entered into an LOI with Versa, which will result
in Boscov's being well capitalized and allow us to move quickly
toward completion of our restructuring," Ken Lakin, chairman and
CEO, said.  "Versa appreciates Boscov's commitment to its
customers, co-workers and the communities we serve and is well
positioned to provide the resources to ensure that we build upon
our nearly one-hundred year tradition of providing a friendly,
local place to shop with brand names, great values and service."

"Boscov's is a true American retailing institution and its core
store base provides for strong earnings potential going forward,"
Greg Segall, managing partner of Versa Capital Management, said.
"They have dedicated employees, loyal customers and significant
involvement in the community, and we look forward to working with
management to create a stronger, more competitive company."

Boscov's has filed papers with the Bankruptcy Court regarding the
LOI, designating Versa as the 'Stalking Horse' and setting out a
proposed outline and schedule for a Court-supervised auction
process in accordance with the rules and procedures of the Federal
Bankruptcy Code.  Boscov's and Versa are in the process of
negotiating definitive documentation including an Asset Purchase
Agreement.  The Versa LOI and any APA between the parties is
subject to certain conditions including financing and to better
and higher offers in the results of the auction process.  

                   About Versa Capital Management

Versa Capital Management Inc. -- http://www.versafund.com/-- fka  
Chrysalis Capital Partners Inc., is a Philadelphia based private
equity investment firm with over $900 million of capital focused
on control investments in special situations involving middle
market companies in a wide variety of industries throughout the
United States.

                        About Boscov's Inc.

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

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

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

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


BOSTON LIGHT: Fitch Slashes Two Notes Ratings to 'BB' from 'A'
--------------------------------------------------------------
Fitch Ratings has downgraded and removed from Rating Watch
Negative four classes of notes issued by Boston Light Structured
Enhanced Return Vehicle Trust I.  These rating actions are
effective immediately:

  -- $13,000,000 class A-1 to 'BB' from 'A';
  -- $25,666,000 class A-2 to 'BB' from 'A';
  -- $4,667,000 class B-1 to 'B' from 'BBB';
  -- $20,000,000 class B-2 to 'B' from 'BBB'.

The rating actions reflect the application of methodology outlined
under Fitch's updated Market Value Structures criteria, published
April 18, 2008.  In addition, the ratings consider the sustained
market value decline in the secondary leveraged loan market that
has increased the vulnerability of these classes to a
deteriorating credit environment.  Fitch continues to be concerned
about pricing volatility in leveraged loan secondary markets.

The downgrade of the class A-1 and A-2 notes to 'BB' reflects
their distance-to-trigger metric relative to the advance rate
ranges published in Fitch's updated MVS criteria.  The DTT is now
below 10% according to Fitch's most recent calculation, with the
portfolio categorized into 84% Category 2 assets, 15% Category 3
assets, and 1% Category 4 assets.

The downgrade of class B-1 and B-2 notes to 'B' reflects their
subordinated position to class A notes coupled with a slight
negative net asset value coverage level.

Boston Light SERVES is a synthetic total rate of return
collateralized loan obligation with a market value termination
trigger.  The transaction closed on Sept. 28, 2001 and is managed
by Sankaty Advisors, LLC.

The rating on the class A notes addresses timely payment of
interest and repayment of principal on the stated maturity date.
The rating on the class B notes addresses ultimate payment of
interest and principal on the stated maturity date.


BRAY & GILLESPIE: Court Orders Lawsuits Against Executives Stopped
------------------------------------------------------------------
Bill Rochelle of Bloomberg News reports that the U.S. Bankruptcy
Court for the Middle District of Florida blocked lawsuits by
secured lenders of Bray & Gillespie Holdings and its debtor-
affiliates against the Debtors' executives.  The Court, according
to the report, will hold another hearing on Sept. 22 to consider
extending the temporary injunction entered on Sept. 16.

The Court, according to the report, also authorized the use of
cash representing collateral for the secured lenders' claims.  
Secured claims total around $400 million.  The secured creditor
with the largest claim is a Wachovia Corp. unit owed about
$70 million.

There are $6.5 million undisputed unsecured claims; and
$10 million disputed unsecured debt.

Daytona Beach, Florida-based Bray & Gillespie Management, LLC --
http://www.brayandgillespie.com-- operates hotels in Dayton  
Beach.  

The Company and its affiliates filed for separate Chapter 11
bankruptcy protection with the U.S. Bankruptcy Court for the
Middle District of Florida (Lead Case No. 08-05473) on September
12, 2008.  When it filed for bankruptcy, the lead Debtor listed
between $1 million and $10 million in assets and between
$1 million and $10 million in debts.  According to Bloomberg News,
however, the Debtor listed assets and debts of between
$100 million and $500 million each.


BRIGGS & STRATTON: S&P Places 'BB+' Credit Rating Under Neg. Watch
------------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on
Wauwatosa, Wisconsin-based Briggs & Stratton Corp., including its
'BB+' corporate credit rating, on CreditWatch with negative
implications, meaning that S&P could lower or affirm the ratings
on the completion of its review.  Briggs & Stratton had about
$369 million in reported debt as of June 29, 2008.
     
The CreditWatch placement reflects the much weaker-than-expected
credit metrics reported for the fiscal year ended June 29, 2008.
     
"While we anticipated that results could be lower due to current
economic conditions and a weak demand environment for Briggs &
Stratton engine and power products, credit measures for the last
12 months were well below our expectations," noted Standard &
Poor's credit analyst Christopher Johnson.  "We originally
anticipated average debt to EBITDA would remain below 4x.  
However, due to a significant year-over-year decline in adjusted
EBITDA to $108 million from $180 million, leverage increased to
just over 6x for the 12 months ended June 30, 2008, from 3.8x for
the 12 months ended July 1, 2007."

"Given current economic conditions, we are concerned that
the company cannot meaningfully improve operating performance in
fiscal 2009 and restore credit measures to our earlier
expectations, including leverage below 4x," he continued.
     
S&P will review the company's financial and operating performance
before resolving the CreditWatch listing.


BRYN MAWR: Fitch Cut Seven Notes Ratings; Removes Negative Watch
----------------------------------------------------------------
Fitch Ratings has downgraded and removed from Rating Watch
Negative seven classes of notes issued by Bryn Mawr CLO II Ltd.   
These rating actions are effective immediately:

  -- $126,000,000 class A-1 revolving notes, to 'BB' from 'AAA';
  -- $250,000,000 class A-2 term notes to 'BB' from 'AAA';
  -- $20,000,000 class B notes to 'B' from 'AA';
  -- $40,223,000 class C notes to 'B from 'A';
  -- $27,865,000 class D notes to 'CCC' from 'BBB';
  -- $900,000 class E-1 notes to 'CCC' from 'BB';
  -- $900,000 class E-2 notes to 'CCC' from 'BB';

The rating actions reflect the application of methodology outlined
under Fitch's updated Market Value Structures criteria, published
April 18, 2008.  In addition, the ratings consider the sustained
market value decline in the secondary leveraged loan market that
has increased the vulnerability of these classes to a
deteriorating credit environment.  Fitch continues to be concerned
about pricing volatility in leveraged loan secondary markets.

The downgrade of class A-1 and A-2 notes to 'BB' reflects its
distance-to-trigger metric relative to the advance rate ranges
published in Fitch's updated MVS criteria.  The DTT is now under
9% according to Fitch's most recent calculation, with the
portfolio categorized into 80% Category 2 assets, 14% Category 3
assets, and 6% Category 4 assets.  The ratings of the class A-1
and A-2 notes also benefit from an additional cushion above the
transaction's liquidation trigger coupled with the additional
subordination provided by the other classes.

The downgrade of class B and class C notes to 'B' reflects their
DTT levels. While the class B notes have additional coverage
levels as compared to the class C notes, and are above the
transaction's liquidation trigger, this additional protection is
nominal and both classes are therefore viewed to have a very
similar likelihood of default.

The downgrade of class D, E-1 and E-2 notes to 'CCC' reflects
their significant negative net asset value coverage levels.  These
classes are still receiving interest and have the potential to
receive principal payments but have minimal ability to withstand
any further pricing or credit stresses to the portfolio.

Bryn Mawr is a cash flow collateralized loan obligation with a
market value termination trigger.  The transaction closed on
July 27, 2007 and is managed by Deerfield Capital Management LLC.

The ratings on the class A-1, A-2, B, C, and D notes address the
timely receipt of scheduled interest payments and ultimate receipt
of principal per the transaction's governing documents.  The
ratings on the class E-1 and E-2 notes address only the ultimate
repayment of principal.


BURLINGTON COAT: S&P Chips Rating to 'B-' on Weak Performance
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered the corporate credit
rating on Burlington Coat Factory Warehouse Corp. to 'B-' from
'B'.  The outlook is stable.
     
"The downgrade reflects BCF's continued weak performance and our
expectation that the company will continue to be challenged by the
soft U.S. economy," said Standard & Poor's credit analyst Diane
Shand.  In addition, credit metrics materially deteriorated in its
fiscal fourth quarter due to the combination of poor operating
results and increased debt levels from heavier operating lease
commitments.


CABELA'S CREDIT: S&P Assigns 'BB' Rating on $5.5MM Class D Notes
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to Cabela's Credit Card Master Note Trust's $200 million
asset-backed notes series 2008-IV.
     
The preliminary ratings are based on information as of Sept. 18,
2008.  Subsequent information may result in the assignment of
final ratings that differ from the preliminary ratings.
     
The preliminary ratings reflect:
     -- The 15.00% credit enhancement for the class A notes;
     -- The 7.00% credit enhancement for the class B notes;
     -- The 2.75% credit enhancement for the class C notes;
     -- A spread account benefiting the class C and D notes that
        is funded by excess cash flow if the quarterly excess
        spread percentage is less than 4.5%;

     -- The portfolio's historical performance with higher payment
        rates and lower losses compared with the credit card
        industry, reflecting the high credit quality of the
        obligor base and reward programs;

     -- The structural features, including amortization events,
        that trigger the accelerated paydown of the notes and
        shorten investors' exposure to losses; and

     -- The transaction's sound legal structure.

The preliminary ratings address the timely payment of interest and
the ultimate payment of principal by Sept. 15, 2014, the stated
maturity date.     
  
                    Preliminary Ratings Assigned
               Cabela's Credit Card Master Note Trust
   
                   Class         Rating      Amount
                   -----         ------      ------
                   A-1           AAA        $85,000,000*
                   A-2           AAA        $85,000,00*
                   B-1           A           $8,000,000**
                   B-2           A           $8,000,000**
                   C-1           BBB         $4,250,000***
                   C-2           BBB         $4,250,000***
                   D             BB          $5,500,000
   
  * Class A-1 and A-2 will total $170 million without necessarily
    being $85 million each.

  ** Class B-1 and B-2 will total $16 million without necessarily
    being $8 million each.

  *** Class C-1 and C-2 will total $8.50 million without
    necessarily being $4.25 million each.


CALYPTE BIOMEDICAL: Jerrold Dotson Quits as Vice President Finance
------------------------------------------------------------------
Calypte Biomedical Corporation disclosed in a Securities and
Exchange Commission filing that Jerrold D. Dotson resigned on
Sept. 2, 2008, from his positions as Vice President-Finance and
Administration and Secretary of Calypte Biomedical Corporation to
pursue other opportunities.

Mr. Dotson will remain with the Company as a consultant until such
time as the Company appoints a permanent Chief Financial Officer.

In the interim, Donald N. Taylor, the Company's President and
Chief Executive Officer, will serve as interim Chief Financial
Officer. There were no disagreements between the Company and Mr.
Dotson.

                      About Calypte Biomedical

Based in Portland,Calypte Biomedical Corporation (OTC BB: CBMC)
-- http://www.calypte.com/-- is a U.S.-based healthcare company    
focused on the development and commercialization of rapid testing
products for sexually transmitted diseases such as the Aware(TM)
HIV- 1/2 OMT test that are suitable for use at the point of care
and at home.

Calypte Biomedical Corp.'s consolidated balance sheet at March 31,
2008, showed $7,387,000 in total assets and $16,971,000 in total
liabilities, resulting in a $9,584,000 total stockholders'
deficit.

                        Going Concern Doubt

Odenberg, Ullakko, Muranishi & Co. LLP, in San Francisco,
expressed substantial doubt about Calypte Biomedical Corp.'s
ability to continue as a going concern after auditing the
company's consolidated financial statements for the years ended
Dec. 31, 2007, and 2006.  The auditing firm reported that the
company has suffered recurring operating losses and negative cash
flows from operations, and management believes that the company's
cash resources will not be sufficient to sustain its operations
through 2008 without additional financing.


CASTLE HARBOR: Fitch Removes Neg. Watch on Five 'CCC' Rated Notes
-----------------------------------------------------------------
Fitch Ratings removes from Rating Watch Negative five classes of
notes issued by Castle Harbor II, Ltd.  These rating actions are
effective immediately:

  -- $21,000,000 class A notes remain at 'CCC';
  -- $26,000,000 class B-1 notes remain at 'CCC';
  -- $10,000,000 class B-2 notes remain at 'CCC';
  -- $3,000,000 class C notes remain at 'CCC';
  -- $8,350,000 combination notes remain at 'CCC'.

The rating actions reflect the application of methodology outlined
under Fitch's updated Market Value Structures criteria, published
April 18, 2008.  In addition, the ratings consider the sustained
market value decline in the secondary leveraged loan market that
has increased the vulnerability of these classes to a
deteriorating credit environment.  Fitch continues to be concerned
about pricing volatility in leveraged loan secondary markets.

The 'CCC' rating of the notes reflects their distance-to-trigger
metric relative to the advance rate ranges published in Fitch's
updated MVS criteria.  The DTT is now under 3% according to
Fitch's most recent calculation, with the portfolio categorized
into 78% Category 2 assets, 17% Category 3 assets, and 5% Category
4 assets.  Although the class A notes benefits from an additional
cushion above the transaction's liquidation trigger, that
additional benefit is nominal and the classes are seen to have a
similar likelihood of default.

Castle Harbor II is a synthetic total rate of return
collateralized loan obligation with a market value termination
trigger.  The transaction closed on Dec. 21, 2004 and is managed
by Deerfield Capital Management.

The ratings of the class A, B1, and B2 notes address the
likelihood that investors will receive full and timely payments of
interest and ultimate receipt of principal by the scheduled
maturity date.  The ratings of the class C and combination notes
address the return of principal by the final maturity date.  The
ratings do not address the likelihood of repayment of principal
prior to the stated maturity date.


CENTERBANK OF JACKSONVILLE: Weiss Assigns "Very Weak" E- Rating
---------------------------------------------------------------
Weiss Ratings has assigned its E- rating to Jacksonville, Florida-
based CenterBank of Jacksonville, National Association.  Weiss
says that the institution currently demonstrates what it considers
to be significant weaknesses and has also failed some of the basic
tests Weiss uses to identify fiscal stability.  "Even in a
favorable economic environment," Weiss says, "it is our opinion
that depositors or creditors could incur significant risks."

CenterBank of Jacksonville is a national bank and is primarily
regulated by the Office of the Comptroller of the Currency.  
Deposits have been insured by the Federal Deposit Insurance
Corporation since August 9, 2001.  CenterBank of Jacksonville's
Web site at http://www.centerbankjax.com/relates that the  
institution's focus is on meeting the financial needs of small
businesses located in Jacksonville.  "With over 90% of the local
economy resting on the shoulders of small business we thought it
was about time that they have a bank that is 100% dedicated to
their needs," the Bank says.  

At June 30, 2008, CenterBank of Jacksonville disclosed $219
million in assets and $203 million in liabilities in its
regulatory filings.  


CENTRAL SUN: Provides Update on Nicaraguan Mine Projects
--------------------------------------------------------
Central Sun Mining Inc. disclosed in a Securities and Exchange
Commission filing an update on its on-going exploration program at
the Limon, Orosi and Mestiza projects in Nicaragua.

                          Limon Mine Area

Drilling has continued on the new Santa Pancha southern extension.  
Central Sun has completed 22 diamond drill holes totaling 6,505
meters. The Santa Pancha orebody, which has the highest grade
within the Limon Mine area deposits, is currently being mined on
the 100 meter level at a reserve grade of approximately 5.6 g
Au/t.

Highlights from new results from the resource definition drilling
program in the south extension area are:

   -- 9.83 g Au/t over true width of 6.4 meters in Hole LM-08-19;

   -- 198.69 g Au/t (7.90 g/t highs cut to 25 g/t) over true width
      of 5.3 meters in Hole LM-08-22; and

   -- 6.05 g Au/t over true width of 18.0 meters in Hole LM-08-21

The intersection in Hole LM-08-22 was very high grade due to an
exceptional sample which returned 1,424 grams gold per ton over a
0.75 meter core length.  While the cut value of 7.90 grams gold
per ton is probably more likely to be representative of the
overall grade in the general area of the hole, it does indicate
the excellent potential for very high grade areas to occur in the
Santa Pancha zone.

In addition to the definition drilling, three holes were completed
to test the area south of the 250 foot level (about 75 meters
below surface) between the #2 and #5 shafts.  Hole LM-08-21
intersected 6.05 grams gold per ton over a true width of 18.0
meters about 15 meters south of the limit of the old stope
indicating that additional reserves can be defined from this
level.

Dr. Bill Pearson, P.Geo., Executive Vice President, Exploration
commented, "The closer spaced drilling is providing much better
definition of the distribution of gold mineralization within this
extensive structure and we are continuing to have very good
results. Our experience from underground mining is that the mine
grades tend to be higher than those indicated in the drill holes.
The drilling on the Santa Pancha south extension zone will be
completed shortly and once all results are received, we will begin
estimation of a new mineral resource."

The Santa Pancha structure, located about 4 kilometers east of the
Limon processing plant, strikes N20E and extends for approximately
2.5 kilometers along strike.   

                          Orosi Mine Area

Exploration diamond drilling totaling 11,713 meters in 66 holes
has been completed to date at Orosi.  This program has focusing on
testing targets within approximately five kilometers of the
processing plant. Targets being tested include San Juan, Los
Angeles, Quernos do Oro, Victoria-Santa Maria, and the Mojon SW
and NE Extensions.  In addition, eight reconnaissance diamond
drill holes totaling 1,678 meters have been completed to test the
induced polarization geophysical anomalies in the Gobierno area
that cover a potential strike extension of 3 kilometers of the
Mojon-Crimea and associated structures northeast of the mine.

Central Sun is currently converting the Orosi open pit mine from a
heap leach operation to a conventional milling operation.
Production is expected to start in the first quarter of 2009 at a
rate of approximately 85,000 ounces of gold per year. Proven and
probable mineral reserves primarily in the Mojon-Crimea zone are
estimated by Scott Wilson Roscoe Postle Associates Inc. at 11.0
million tons at 1.44 grams of gold per ton containing 510,000
ounces of gold.

Drilling of 2,036 meters in 12 holes has been completed to test
the San Juan vein structure, a potential new open pit mining
target, located about 5 kilometers south of the mine area.  These
holes tested the structure over approximately an 800 meter strike
length to a vertical depth of 180 meters.  All but one hole
intersected gold mineralized quartz veins/vein breccias. The final
two holes in this program (SJ-08-12 and -13) returned 3.27 g Au/t
over a true width of 11.5m and 3.60 g Au/t over 3.9 meters true
width, respectively.  A definition drill program of 16 holes
totaling 2,200 meters is currently in progress to fill-in drill
coverage to an approximately 50 meter by 50 meter spacing to
define a mineral resource.

At the Los Angeles target, which is a possible satellite target
adjacent San Juan, three (3) holes totaling 565 meters have been
completed to test targets at shallow depths. Hole AN-08-02
intersected 13.04 g Au/t (12.31with highs cut to 25g) over a true
width of 5.0 meters at a vertical depth of only 30 meters. Hole
AN-08-01 returned 2.61 g Au/t over a true width of 4.5 meters at a
vertical depth of about 20 meters.  Further drilling is planned to
test this structure which has excellent potential to host open
pittable mineral resources.

The Cuernos de Oro structure located 2 kilometers north of the
mine has been tested by 10 holes totaling 1,114 meters spaced at
approximately 100 meter intervals over a strike length of one (1)
kilometer.  Results from the first six holes intersected a
mineralized structure from 1.4 meters to 2.50 meters true width;
the best result was 1.36 g Au/t over a true width of 1.4 meters in
Hole CO-08-05. Results of the last four holes on this target are
pending.

In the Victoria-Santa Maria area, 12 holes totaling 2,618 meters
have been completed at approximately 100 meter spacing to test the
structure between the two mining areas that previously had very
little drilling.  All holes have intersected mineralized
structures; results have been received for four additional holes.  
The best result was 4.94 g Au/t over a true width of 1.0 meters at
a depth of approximately 40 meters below surface in Hole VICSM-08-
009.

A detailed mapping program including re-interpretation of previous
geological data in conjunction with new diamond drilling and
petrological work has outlined a number of new targets along the
Mojon-Crimea structure which hosts the majority of the mineral
resources outlined to date at Orosi.  A particular focus has been
the potential extension of satellite structures to the southwest
of the current pit design limits on Mojon. Seven holes totaling
1,548 meters have completed to test potential new structures.  The
best result was from Hole MJ-08-003 which returned 4.49 g Au/t
over a true width of 0.5 meters.

Induced Polarization/Resistivity surveys totaling 38.6 line
kilometers in 21 lines were completed to explore the potential
strike extension over approximately 3 kilometers of the Mojon-
Crimea structures as well as satellite structures to the immediate
northeast of the mine area.  This survey has outlined a number of
significant anomalies including two major chargeability anomalies
1.2 kilometers and 2.5 kilometers northeast of the mine area
respectively.  Eight reconnaissance diamond drill holes totaling
1,678 meters have been completed to test these anomalies.  This
area had never previously been drill tested and the area is
covered by saprolite up to 5 meters thick so that there is
essentially no outcrop.

The holes confirmed the presence of widespread disseminated pyrite
within a variety of hydrothermally clay-altered breccias.  In
places the breccias contain silicified fragments which probably
came from an original silicified cap. While no significant gold
values were returned from the first six holes for which assays
have been received, this type of alteration is typically above or
peripheral to the core silicified and gold mineralized center of
the epithermal systems.  The widespread hydrothermal alteration
indicates that there is excellent potential for locating gold
mineralized zones likely below or peripheral to where these holes
were drilled.  Based on this new geological information, the
interpretation of the induced polarization survey is being refined
to outline additional drill targets.

Dr. Bill Pearson, P.Geo. commented, "The program at Orosi has
accelerated significantly over the past two months with our
improved understanding of the geology and distribution of gold
mineralization.  Drilling on several of the structures,
particularly San Juan and Los Angeles, has returned grades
significantly higher than the average Orosi open pit reserve grade
indicating that there is excellent potential to outline additional
resources with higher grades in these satellite structures. It is
evident that the Mojon-Crimea structure extends much further to
the northeast and the drilling results on the IP anomalies have
confirmed widespread hydrothermal alteration, further work is
required to locate the silicified core of the systems where gold
mineralization is most likely to occur."

                       Mestiza-La India Area

At Mestiza-La India, located 70 kilometers east of Limon,
Magnetic, Resistivity and Induced Polarization (IP) surveys have
been conducted on approximately 45 line kilometers of new
exploration grid oriented perpendicular to the Tatiana vein
crossing the Mestiza property, along with geological mapping,
sampling, prospecting and data compilation. This grid has been
extended to the southwest and southeast to better cover the
anomalous areas; IP surveys are currently in progress on an
additional 32 line kilometers.

Diamond drilling will commence soon to further test the Tatiana
vein on the Mestiza property that contains an inferred mineral
resource of 558,000 tons at 8.80 g Au/t containing 158,600 ounces
of gold.  This vein has now been traced for a strike length of 5
kilometers.  Elsewhere on the property geological mapping and
sampling is continuing with a particular focus on outlining areas
with potential conjugate veins sets where a greater density of
veining could yield potential open pittable targets.

                        About Central Sun

Headquartered in Toronto, Ontario, Central Sun Mining Inc. (TSX:
CSM)(TSX: CSM.WT)(AMEX: SMC)-- http://www.centralsun.ca/-- is a    
gold producer with mining and exploration activities focused in
Nicaragua.  The company operates the Limon Mine and is in the
process of converting the Orosi Mine (formerly the Libertad Mine)
to a conventional milling operation. Both properties are located
in Nicaragua.  The Bellavista Mine in Costa Rica is currently
being reclaimed.  The company also has an option to acquire the
Mestiza exploration property in Nicaragua.  Central Sun's growth
strategy is focused on optimizing current operations, expanding
mineral resources and reserves at existing mines, and looking for
merger and acquisition opportunities in the Americas.  In early
2007, the company commenced a major project to convert the heap-
leach process at the Orosi Mine to a conventional milling
operation (Mill Project).  Mining activities at the company's
Bellavista Mine ceased during the third quarter of 2007.  Since
that time, reclamation activities have begun and it is not
expected that mining activities will resume.

                       Going Concern Doubt

Management of Central Sun Mining Inc. believes there exists
substantial doubt about the company's ability to continue as a
going concern.  As at March 31, 2008, the company had used
$3,344,000 in operating cash flows, reported a net loss of
$5,022,000 and had an accumulated deficit of $87,501,000.  The
company says it may not have sufficient cash to fully fund ongoing
2008 capital expenditures, exploration activities and complete the
development of the Orosi Mine - mill project and therefore will
require additional funding which, if not raised, would result in
the curtailment of activities and project delays.  

At March 31, 2008, the company's consolidated balance sheet showed
$68,844,000 in total assets, $20,065,000 in total liabilities, and
$48,779,000 in total stockholders' equity.


CHENIERE ENERGY: Unit Prices $183.5 Million Senior Notes Offering
-----------------------------------------------------------------
Cheniere Energy, Inc., said that its subsidiary, Sabine Pass LNG,
L.P., has priced an offering of $183.5 million aggregate principal
amount of 7-1/2% senior secured notes due 2016.  The notes will
provide Sabine Pass LNG with approximately $145 million of gross
proceeds.  The notes are being offered and sold in the United
States only to qualified institutional buyers pursuant to Rule
144A under the Securities Act of 1933, as amended, or in offshore
transactions to non-United States persons in reliance on
Regulation S under the Securities Act.

The proceeds from the offering will be used for construction, cool
down, commissioning and completion costs of the Sabine Pass LNG
receiving terminal and for working capital and other general
business purposes of Sabine Pass LNG, including payment of
transaction costs and expenses.

These notes constitute an additional issuance of Sabine Pass LNG's
7-1/2% Senior Secured Notes due 2016 pursuant to the indenture,
dated as of November 9, 2006, under which Sabine Pass LNG
previously issued $1,482,000,000 of such 2016 notes. These notes
will be identical to and will be pari passu with the outstanding
2016 notes.  These notes and the outstanding 2016 notes will be
treated as a single series of notes under the indenture; however,
these notes will be issued with an original issue discount for
U.S. federal income tax purposes and therefore will not trade as a
single class with the outstanding 2016 notes.

These notes will not be registered under the Securities Act or any
state securities laws and may not be offered or sold in the United
States except pursuant to an exemption from the registration
requirements of the Securities Act and applicable state securities
laws.

                     About Cheniere Energy

Based in Houston, Texas, Cheniere Energy Inc. (AMEX: LNG) --
http://www.cheniere.com/-- is developing a network of three LNG      
receiving terminals and related natural gas pipelines along the
Gulf Coast of the United States.  Cheniere is pursuing related
business opportunities both upstream and downstream of the
terminals.  Cheniere is also the founder and holds a 30.0% limited
partner interest in a fourth LNG receiving terminal.

Cheniere Energy Inc.'s consolidated balance sheet at Dec. 31,
2007, showed $2.96 billion in total assets and $3.26 billion in
total liabilities, resulting in a $302.1 million total
stockholders' deficit.

The Troubled Company Reporter reported on Aug. 15, 2008, that
Standard & Poor's Ratings Services affirmed its 'CCC+' corporate
credit rating on Cheniere Energy Inc. and its 'B+' senior secured
rating on subsidiary Sabine Pass LNG L.P. The outlook remains
negative. The company had about $2.85 billion of total debt
outstanding as of June 30, 2008.  The affirmation followed the
company's announcement that it is about to complete a
$250 million convertible security financing to replace the
$95 million bridge loan and provide additional funds.


CIT GROUP: Secures $500 Million Loan From Wells Fargo
-----------------------------------------------------
CIT Group Inc. signed a commitment letter with Wells Fargo Bank,
N.A., for a new five-year, $500 million secured facility that can
be used by CIT to fund middle market term and revolving loans.

The facility is subject to customary closing conditions including
final documentation and due diligence.  Borrowings under the
facility are subject to eligibility criteria, including approval
of all loans used as collateral by Wells Fargo.  CIT anticipates
that it will begin to borrow under this new facility during the
fourth quarter of 2008.

CIT's Chairperson and CEO Jeffrey M. Peek said, "We continue to
execute on our strategic funding plan and explore additional
options to further strengthen our liquidity position.  These
efforts will allow us to continue to meet the financing needs of
our middle market customers and further enhance the value of the
CIT franchise."

CIT Bank also continues to directly originate new commercial
loans.  Since July 1, 2008, CIT Bank deposit issuances have
exceeded $500 million, which, combined with excess cash maintained
in the bank earlier in the year, have supported more than $1.4
billion of commercial loan fundings.  CIT also indicated that
fundings through its secured aircraft facility are approaching
$400 million, with an additional $400 million anticipated before
year end.

These developments further evidence the progress CIT has made to
strengthen its balance sheet and improve and diversify its
liquidity and funding, as it positions itself for long-term
success and profitability.  As previously announced, during the
third quarter CIT has also:

     -- received approximately $1.5 billion from the $3 billion
        Goldman Sachs funding facility, with the remainder
        expected to be funded by year-end;

     -- renewed a $2 billion equipment conduit facility;

     -- sold $500 million in assets, including aircraft, and
        commercial loans;

     -- closed on the sale of $500 million of unfunded loan
        commitments;

     -- repaid $1.5 billion of unsecured debt; and

     -- prepaid $2.1 billion in bank borrowings.

                       About CIT Group

Headquartered in New York City, CIT Group Inc. (NYSE: CIT) --
http://www.cit.com/-- is a commercial finance company that     
provides financial products and advisory services to more than one
million customers in over 50 countries across 30 industries.  A
leader in middle market financing, CIT has more than $80 billion
in managed assets and provides financial solutions for more than
half of the Fortune 1000.  A member of the S&P 500 and Fortune
500, it maintains leading positions in asset-based, cash flow and
Small Business Administration lending, equipment leasing, vendor
financing and factoring.

The CIT brand platform, Capital Redefined, articulates its value
proposition of providing its customers with the relationship,
intellectual and financial capital to yield infinite
possibilities.

As reported in the Troubled Company Reporter on March 25, 2008,
CIT Group drew upon its $7.3 billion in unsecured U.S. bank
credit facilities to repay debt maturing in 2008, including
commercial paper, and to provide financing to its core commercial
franchises.

The company failed to draw from its normal operational funding
after ratings firms downgraded the bank's debt.

As reported in the Troubled Company Reporter on June 2, 2008,
Moody's Investors Service downgraded the senior unsecured rating
of CIT Group, Inc. to Baa1 from A3 and affirmed its Prime-2 short-
term rating.  CIT's long-term ratings remain on review for
possible downgrade.


CITY CAPITAL: June 30 Balance Sheet Upside-Down by $1.2 Million
---------------------------------------------------------------
City Capital Corp.'s consolidated balance sheet at June 30, 2008,
showed $2,406,041 in total assets and $3,668,041 in total
liabilities, resulting in a $1,261,973 total stockholders'
deficit.

At June 30, 2008, the company's consolidated balance sheet also
showed strained liquidity with $2,078,845 in total current assets
available to pay $3,589,084 in total current liabilities.

The company reported a net loss of $7644,140, on revenues of
$116,679, for the first quarter ended June 30, 2008, compared with
a net loss of $3,044,868, on zero revenues, in the same period
last year.

Full-text copies of the company's consolidated financial
statements for the quarter ended June 30, 2008, are available for
free at http://ResearchArchives.com/t/s?323c

                     Going Concern Doubt

As reported in the Troubled Company Reporter on May 19, 2008,
Spector & Wong, LLP, in Pasadena, Calif., expressed substantial
doubt about City Capital Corporation'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 said that the company's ability to continue in
the normal course of business is dependent upon the success of
future operations.  The auditing firm added that the company has
recurring losses, substantial working capital deficiency,
stockholders' deficit and negative cash flows from operations.  
The auditing firm also pointed to the company's default in certain
notes payable, recent withdrawal as a business development company
and commencement of new operations.

                       About City Capital

Based in Franklin, Tenn., City Capital Corporation (OTC BB: CTCC)
-- http://www.citycapitalcorp.net/-- acquires and renovates   
distressed properties in multiple industry segments, reselling
them at a profit.


COMBIMATRIX CORR: Files Registration Statement With SEC
-------------------------------------------------------
CombiMatrix Corporation delivered to the Securities and Exchange
Commission a Registration Statement on Form S-3 containing a
preliminary prospectus.  The company said it may sell shares of
its common stock, preferred stock, warrants, and debt securities.

According to CombiMatrix, it currently intends to use the net
proceeds from the offering for general corporate and working
capital purposes, to advance product development and regulatory
approvals, to support its manufacturing, marketing and sales
efforts, to develop new products and technologies and to repay a
portion or all of the principal and accrued interest of the
secured convertible debenture issued to YA Global Investments,
L.P.  

A full-text copy of the Form S-3 is available for free at:

               http://researcharchives.com/t/s?3271

Headquartered in Mukilteo, Washington, CombiMatrix Corp.
(NasdaqGM: CBMX) -- http://www.combimatrix.com/-- is a
diversified biotechnology company that develops and sells
proprietary technologies, products and services in the areas of
drug development, genetic analysis, molecular diagnostics,
nanotechnology research, defense and homeland security, as well as
other potential markets where the company's products and services
could be utilized.

                       Going Concern Doubt

Peterson Sullivan PLLC, in Seattle, Washington, expressed
substantial doubt about the company's ability to continue as a
going concern after auditing CombiMatrix's financial statements
for the year ended Dec. 31, 2007.  The firm pointed to the
company's history of incurring net losses and net operating cash
flow deficits.

For the quarter ended June 30, 2008, CombiMatrix reported a net
loss of $3,263,000 on revenues of $2,067,000, compared with a net
loss of $3,567,000 on revenues of $1,336,000 in the same period
last year.  As of June 30, 2008, CombiMatrix's balance sheet
showed $31,047,000 in total assets, $4,310,000 in total
liabilities and $26,737,000 in total shareholders' equity.


COKER FLOOR: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Coker Floor Co., Inc.
        dba Coker Floor Co.
        13656 Preston Road
        Dallas, TX 75240

Bankruptcy Case No.: 08-42499

Type of Business: The Debtor offers flooring services.
                  See http://www.cokerfloor.com/

Chapter 11 Petition Date: September 18, 2008

Court: Eastern District of Texas (Sherman)

Judge: Brenda T. Rhoades

Debtor's Counsel: Arthur I. Ungerman, Esq.
                  Attorney at Law
                  arthur@arthurungerman.com
                  8140 Walnut Hill Lane, Suite 301
                  Dallas, TX 75231
                  Tel: (972)239-9055
                  Fax: (972)239-9886

                       -- and --

                  Joyce W. Lindauer, Esq.
                  courts@joycelindauer.com
                  8140 Walnut Hill Lane, Suite 301
                  Dallas, TX 75231
                  Tel: (972) 503-4033
                  Fax: (972) 503-4034

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

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

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


COLONIAL PROJECTIONS: Case Summary & Four Largest Unsec. Creditors
------------------------------------------------------------------
Debtor: Colonial Projections LLC
        102 Greenbriar Circle
        Oxford, NC 27565

Bankruptcy Case No.: 08-06400

Chapter 11 Petition Date: September 17, 2008

Court: Eastern District of North Carolina (Wilson)

Debtor's Counsel: Douglas Q. Wickham, Esq.
                  dqwickham@hatchlittlebunn.com
                  Hatch, Little & Bunn, LLP
                  P.O. Box 527
                  Raleigh, NC 27602
                  Tel: (919) 856-3940
                  Fax: (919) 856-3950

Total Assets: $700,025

Total Debts: $1,147,134

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

           http://bankrupt.com/misc/nceb08-06400.pdf


CONTINENTAL AIRLINES: Board Elects Jeff Smisek as President & CEO
-----------------------------------------------------------------
Continental Airlines Inc.'s board of directors elected on
Sept. 12, 2008, Jeff Smisek, the company's president, as president
and chief operating officer.  Mark Moran, the company's executive
vice president  operations, will remain as the company's
principal operating officer, and will report to Mr. Smisek.

In connection with Mr. Smisek's election as president and chief
operating officer, Larry Kellner, the company's chairman and chief
executive officer, will assume oversight of marketing and
technology.  Mr. Smisek will continue to be responsible for
federal affairs, international, state and local affairs, human
resources and labor relations, global real estate, security and
environmental affairs and corporate communications.

                         Investor Update

On Sept. 10, the company delivered an investor update to the
Securities and Exchange Commission, providing information on
Continental's guidance for the third quarter and full year 2008.

   * Six Week Outlook

The company is comfortable with its forward bookings over the next
six weeks.  The company continues to see year-over-year yield
increases throughout all regions.  Consolidated domestic bookings
for the next six weeks are running about 2 points higher than last
year.  Mainline Latin bookings are running about 4 points ahead of
last year.  Transatlantic bookings are about flat as compared to
last year.  Pacific bookings are running
about 2 points behind last year.

For the month of September, the company estimates its mainline
domestic capacity will be down approximately 9%.  Based on this
reduced capacity, the company is comfortable with its expectation
that it will trade mainline domestic load factor (estimated to be
down 1 to 2 points yoy for September) for substantially higher
mainline domestic yields.

For the third quarter, the company expects both consolidated and
mainline load factors to be down about 1 point yoy.

   * Targeted Unrestricted Cash, Cash Equivalents and Short Term
     Investments Balance

Continental anticipates ending the third quarter of 2008 with an
unrestricted cash, cash equivalents, and short-term investments
balance of approximately $2.8 billion. This balance excludes all
student loan-related auction rate securities, which are classified
as long-term investments.

   * Cargo, Mail, and Other Revenue

The company's Cargo, Mail, and Other Revenue for the third quarter
2008 is expected to be between $390 and $400 million.

On September 5, 2008, Continental introduced a $15 fee for the
first checked bag for certain economy fare tickets for certain
passengers (in principally domestic markets) purchased after the
announcement for travel on or after October 7, 2008.  Based on the
company's business model assumptions, the company estimates that
this fee will generate in excess of $100 million dollars in net
benefits on an annualized basis through incremental revenue and
operational cost savings.

A full-text copy of Continental Airlines' Investor Update is
available for free at http://researcharchives.com/t/s?3237

                    About Continental Airlines

Based in Houston, Texas, Continental Airlines Inc. (NYSE: CAL)
-- http://continental.com/-- is the world's fifth largest     
airline.  Continental, together with Continental Express and
Continental Connection, has more than 3,000 daily departures
throughout the Americas, Europe and Asia, serving 140 domestic and
139 international destinations.  More than 550 additional points
are served via SkyTeam alliance airlines.  With more than 46,000
employees, Continental has hubs serving New York, Houston,
Cleveland and Guam, and together with Continental Express, carries
approximately 69 million passengers per year.

                          *     *     *

The Troubled Company Reporter reported on Aug. 13, 2008, that
Standard & Poor's Ratings Services took various actions on its
ratings on Continental Airlines Inc. (B/Negative/B-3).  S&P
affirmed its 'B' long-term corporate credit rating, 'B-3' short-
term corporate credit rating, all ratings on unsecured debt and on
selected enhanced equipment trust certificates. S&P lowered S&P's
ratings on other enhanced equipment trust certificates,
particularly those secured by regional jets, and raised other
ratings.  All ratings were removed from CreditWatch, where they
were placed with negative implications May 22, 2008, as part of an
industry-wide review. The rating outlook is negative.


DAVE CROFT: Case Summary & 36 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Dave Croft Motors
        901 N. Bluff Road
        Collinsville, IL 62234
        Tel: (618) 344-0202

Bankruptcy Case No.: 08-32084

Type of Business: The Debtor is into vehicle dealership.

Chapter 11 Petition Date: September 17, 2008

Court: Southern District of Illinois (East St Louis)

Judge: Kenneth J. Meyers

Debtor's Counsel: Thomas Darin Boggs, Esq.
                  Boggs Boggs and Bates LLC
                  bbblawyers@aol.com
                  7912 Bonhomme Avenue, Suite 400
                  St. Louis, MO 63105
                  Tel: (314) 726-2310
                  Fax: (314) 726-2360

Estimated Assets: $1 million to $10 million

Estimated Debts: $1 million to $10 million

A copy of the Debtor's petition that contains a list of its 36
Largest Unsecured Creditors is available at:

            http://bankrupt.com/misc/ilsb08-32084.pdf


DELPHI CORP: Reaches Settlement & Restructuring Pacts With GM
-------------------------------------------------------------
Delphi Corp., as part of its efforts in completing the successful
restructuring of its U.S. operations, is entering into amended
settlement and restructuring agreements with General Motors Corp.

Delphi will receive support from GM that Delphi estimates to be
valued at approximately $10.6 billion for its transformation --
increased from approximately $6.0 billion in the January 2008
settlement.  The agreement will modify the mechanics and expand
the amount of Delphi's net hourly pension liability transfer to GM
pursuant to section 414(l) of the Internal Revenue Code from
$1.5 billion under the original GSA to approximately $3.4 billion.

Delphi is taking action to preserve and fund Delphi's hourly and
salaried pension plans and completing the reaffirmation process
for its 2008-2011 business plan in the Revised Plan of
Reorganization (RPOR), a summary of which is included in filings
with the U.S. Bankruptcy Court for the Southern District of New
York.

Delphi will report on material additional progress with respect to
Delphi's transformation plan announced in March 2006.  It will
establish its intent to enter the capital markets with its
reaffirmed business plan, and to file in the Bankruptcy Court
proposed modifications to its previously confirmed First Amended
Joint Plan of Reorganization (POR).

Delphi will file several expedited motions with the Bankruptcy
Court that will be considered by the Court on Sept. 23, 2008,
including:

     -- a motion to implement an amended and restated Global
        Settlement Agreement (Amended GSA) and Master
        Restructuring Agreement (Amended MRA) with GM.  The
        original GSA and MRA were previously approved by the
        Bankruptcy Court on Jan. 25, 2008.  The terms of the
        proposed amendments would authorize the GSA and MRA to
        become effective independent of and in advance of the
        effective date of the company's POR.  The filing states
        that the Amended GSA and Amended MRA reflect GM's
        continuing and immediate support for Delphi's
        reorganization efforts -- including the transfer of
        certain hourly pension obligations -- and will enable
        Delphi to take the next steps in its transformation,
        including the actions that should allow it to emerge
        from chapter 11 as soon as practicable.

     -- a motion to freeze its hourly and salaried defined
        benefit pension plans and provide, as applicable,
        replacement cash balance or defined contribution
        pension benefits, a salaried retirement, and
        equalization savings program, and a supplemental
        executive retirement plan.

Considerations in the Amended GSA and Amended MRA

Implementation of the Amended GSA and Amended MRA at this time is
necessary to preserve the substantial progress Delphi has made,
and to position Delphi to emerge from chapter 11 as soon as
practicable.  Unlike the original GSA and MRA, in which GM
required that its performance under those agreements be tied to
Delphi's emergence from chapter 11, the Amended GSA and Amended
MRA accelerate substantially all of GM's obligations in the
original agreements (estimated by Delphi to be approximately $6.0
billion in value to Delphi's transformation), which will be
implemented immediately upon the effective date of the Amended GSA
and Amended MRA.

In addition, a substantial portion of GM's incremental net support
(estimated by Delphi to be approximately $4.6 billion in value to
Delphi's transformation) also will become immediately and
unconditionally effective.  In exchange for GM's willingness to
undertake these obligations, Delphi has agreed to treatment of
GM's claims in the chapter 11 cases, and to release GM from
certain claims and causes of action upon the effectiveness of the
Amended GSA and the Amended MRA.

Under the Amended GSA, GM would assume responsibility for the
pensions of certain of Delphi's hourly retirement plan
participants.  The liabilities would be transferred in two steps,
pursuant to section 414(l) of the Internal Revenue Code, and would
be increased from $1.5 billion to approximately
$3.4 billion.  The liability transfers are subject to GM and
Delphi receiving consent from a sufficient number of unions to
complete the first step of the transfer.  Through the
implementation of the Amended GSA and Amended MRA, GM's financial
support of Delphi -- which previously was to be received upon
Delphis emergence from chapter 11 -- is being pulled forward to
the effectiveness of the amendments.  As a result, GM will make
payments to Delphi of approximately $1.2 billion in connection
with the effectiveness of the Amended GSA and Amended MRA, and
through the remainder of 2008.  The payments by GM combined with
Delphi's existing cash on hand -- which totaled in excess of
$1 billion at June 30, 2008, and amounts available under Delphi's
DIP revolving credit facility, provide ample liquidity over the
course of 2008.

By immediately implementing the Amended MRA, Delphi will be in a
position to pursue exit financing in the capital markets,
including through an equity-based rights offering, to support what
it believes to be a viable, reaffirmed emergence business plan
that incorporates current market conditions and increased GM
support.

Delphi's Chief Restructuring Officer John Sheehan said that it is
in the best interests of the company to seek approval to implement
the Amended GSA and Amended MRA independent of and in advance of
the effectiveness of the POR.  He said the company has been
advised by the Creditors' Committee that it may no longer support
a settlement with GM and related transactions, if these
transactions are approved in advance of the filing and approval of
potential modifications to Delphi's POR which are acceptable to
the committee.  Absent consensual resolution of the Creditors'
Committee concerns, the Committee may file objections to one or
more of the motions and seek other relief from the Bankruptcy
Court.  Sheehan said Delphi will continue working toward a
consensus among its principal stakeholders, including the
committees, but that the likelihood of achieving consensus is
speculative and not assured.

                    Pension Plan Modifications

The motion to modify the pension plans would authorize a freeze of
the Delphi hourly pension plan following union consent and a
freeze of the U.S. salaried plans.  If approved by the Court,
Delphi would then provide, subject to the union agreement,
replacement cash balance or defined contribution pension benefits
to its hourly employees; and for eligible salaried employees,
Delphi would provide defined contribution pension benefits, a
salaried retirement and equalization savings program, and a
supplemental executive retirement plan.

"We have remained committed to fully funding our pension plans and
to being well-planned, well organized, and well-financed from the
beginning of our chapter 11 cases," said Mr. Sheehan.  "If
approved by the Court, these actions and the additional operating
support provided in the Amended GSA and Amended MRA are
significant milestones in completing the final phases of the
reorganization of our U.S. operations and positioning us to
complete the financing required for our emergence from chapter 11
as soon as practicable."

            Transformed Delphi Poised to Complete Plans

Delphi CEO and President Rodney O'Neal said the company has
achieved remarkable progress in its overall transformation, and
several elements of the transformation are outlined in the motions
being filed today with the Court.

"Despite recent challenges -- including difficult credit markets,
the downturn in the U.S. auto industry, and other cost pressures
-- our operating performance has improved significantly," Mr.
O'Neal said.  "Our team has accomplished this global
transformation in the face of a complete restructuring of a
significant portion of our operations."

Mr. O'Neal said Delphi is on track to complete its transformation
plan by the end of this year.  The key tenets of that plan were
to:

     -- modify U.S. labor agreements to create a competitive
        arena in which to conduct business;

     -- conclude Delphi's negotiations with GM to finalize GM's
        financial support for Delphi's legacy and labor costs
        and confirm GM's business commitment to Delphi;
       
     -- streamline Delphi's global product portfolio to
        capitalize on its technology and market strengths, and
        align its manufacturing and engineering footprint and
        capabilities with this new focus;

     -- transform Delphi's salaried workforce to ensure that
        the company's organizational and cost structure is
        competitive and aligned with its product portfolio and
        manufacturing footprint; and

     -- devise a workable solution to Delphi's U.S. pension
        situation.  

In addition to working to achieve the key tenets of the
transformation plan, Mr. O'Neal said that Delphi has diversified
its customer base by growing its business in Europe, Asia, and
South America.

A summary of Delphi's Reaffirmed 2008-2011 POR Business Plan
(RPOR) is included in the Sept. 20, 2008 Court filings.  When the
closing on Delphi's POR was suspended on April 4, 2008, following
Delphi's plan investors refusal to close on their Investment
Agreement, Delphi undertook a reaffirmation process with respect
to the business plan in the POR as part of Delphi's consideration
of potential modifications to the POR in order to emerge from
chapter 11 as soon as practicable.  The RPOR includes:

     -- revised actual and expected volumes for the North
        American automotive market;

     -- significant increases in certain commodity costs;

     -- changes in the under-funded status of its pension plans
        as a result of negative plan asset returns; and

     -- substantial incremental financial support from GM
        committed to as part of the modified settlement.

Assuming that the Bankruptcy Court approves Delphi's modified
settlement with GM and the pension plan modification motion at a
hearing scheduled to begin on Sept. 23, 2008, Delphi expects to
enter the capital markets later this year with the RPOR and
anticipates filing a motion seeking approval of modifications to
the POR.

"Our progress throughout this transformation has been tremendous
and could not have been achieved without the diligence and
commitment of our employees, suppliers and customers," Mr. O'Neal
said.  "We have maintained uninterrupted supply to our customers,
and have booked record business with many of them.  The approval
of these amended agreements will help us continue our solid march
toward becoming a completely transformed and more competitive
company."

                    About General Motors

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

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

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

                       About Delphi Corp.

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

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

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

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


ELCOM INTL: Malone Bailey Expresses Going Concern Doubt
-------------------------------------------------------
Houston-based Malone Bailey PC raised substantial doubt about the
ability of Elcom International, Inc., to continue as a going
concern after it audited the company's financial statements for
the year ended Dec. 31, 2007.  According to the auditing firm,
Elcom has suffered recurring losses from operations and has an
accumulated deficit.

As of Dec. 31, 2007, Elcom had around $947,000 of cash and cash
equivalents and current assets of around $3,166,000.  Current
liabilities amounted to around $4,858,000.  Elcom has incurred
significant losses and has used cash in operating activities in
each of the last several years, including $3,744,000 in 2007,
which raises substantial doubt about Elcom's ability to continue
as a going concern.  

Elcom's ability to continue as a going concern is primarily
dependent upon its ability to grow revenue and attain further
operating efficiencies and, if necessary, to also attract
additional capital.  Elcom believes that as a result of its recent
issuances of convertible loan notes, that it has the funds
required to perform under its current contracts.  In order to
achieve profitable operations, Elcom is dependent upon generating
new revenues from existing and future contracts.  However, there
can be no assurance that these incremental revenues will be
realized by Elcom.  

The company posted a net loss of $3,765,000 on total revenues of
$3,375,000 for the year ended Dec. 31, 2007, as compared with a
net loss of $6,832,000 on total revenues of $2,710,000 in the
prior year.

At Dec. 31, 2007, the company's balance sheet showed $3,851,000 in
total assets and $5,041,000 in total liabilities, resulting in a
$1,190,000 stockholders' deficit.  

The company's consolidated balance sheet at Dec. 31, 2007, also
showed strained liquidity with $3,166,000 in total current assets
available to pay $4,858,000 in total current liabilities.

A full-text copy of the company's 2007 annual report is available
for free at http://ResearchArchives.com/t/s?3233

                   About Elcom International

Elcom International, Inc. -- http://www.elcom.com/-- develops  
online managed services for eProcurement and eMarketplaces that
enable buyers and sellers to transact seamlessly over the internet
and create additional sources of revenue and increase market share
for partners.

Its core products and services include application software
designed to automate the entire procurement process from sourcing
to spend analysis, hosting and application management services
including all hardware and software required to operate an
eProcurement and eMarketplace system and ongoing support to manage
catalogues and designated end users.  Elcom is headquartered
outside of Boston, in Norwood, Mass.  Its main country of
operation is the US, however it also provides additional support
to its UK customer base through home based employees.

Elcom International Inc.'s stock trades on the Pink Sheets in the
United States under the symbol ELCO.


EL PASO: S&P's Rating Unmoved by 30% CIGC Interest for $736 Mil.
----------------------------------------------------------------
Standard & Poor's Ratings Services said that its 'BB' corporate
credit rating and stable outlook on energy company El Paso Corp.
and affiliates would not immediately be affected after it
announced that it has agreed to sell an additional 30% interest in
Colorado Interstate Gas Co. and an additional 15% interest in
Southern Natural Gas Co. to El Paso Pipeline Partners L.P. for
$736 million.  

On balance, S&P views the net effect of the transaction as neutral
to the consolidated company's default risk because El Paso
Pipeline Partners is fully consolidated onto El Paso Corp.'s
financial statements, so the expected impact on debt is expected
to be neutral.  While El Paso Corp. lenders are slightly
disadvantaged by the dropdown as they will not have as much direct
asset coverage from CIG and SNG, there will be less pari passu
debt at the holding company.  

A slight improvement in El Paso's stand-alone key credit
statistics is expected as EBITDA will decline by about
$100 million, offset by $240 million in cash to meet future debt
maturities and El Paso Pipeline Partners assumption of about
$280 million in debt at the two pipelines.  

El Paso Pipeline Partners will finance the deal with $175 million
of privately placed debt, $65 million from its revolving credit
facility, and a $10 million note and $477 million of common units
to El Paso.  The acquisition will increase El Paso Pipeline
Partners' interest in CIG to 40% and its interest in SNG to 25%.


ENDURANCE BUSINESS: S&P Puts 'B-' Rating Under Neg. CreditWatch
---------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on Endurance
Business Media Inc., including the 'B-' corporate credit rating,
on CreditWatch with negative implications.

"The CreditWatch placement reflects the deterioration of
Endurance's credit metrics and our uncertainty regarding the
company's ability to maintain compliance with its leverage
covenant, which stepped down on July 1, 2008," explained Standard
& Poor's credit analyst Jeanne Mathewson.  "It also reflects
the difficulties that we believe the company faces in the
intermediate term as the real estate market continues to
struggle."
     
Endurance publishes residential real estate and rental property
advertising publications in the U.S.  These free publications,
which are distributed in supermarkets, restaurants, and sidewalk
kiosks, help to connect potential homebuyers with real estate
brokers and agencies.  The company's main titles include Home &
Land, Rental Guide, Home Guide, and Estate & Homes.
     
Revenue and EBITDA declined 24% and 31%, respectively, in the
second quarter of 2008, reflecting deterioration across all
segments, including a 20% revenue decline at the company's more
profitable franchise operations, which accounted for roughly two-
thirds of revenue in the first half of 2008.

Endurance experienced significant page count declines as a result
of continued weakness in the U.S. real estate market.  Separately,
there has been ongoing pressure on real estate publications from
the migration of advertising-supported listings to the Internet.
     
Despite depressed real estate market activity and the rise in
paper costs, the company was able to maintain its EBITDA margin at
28.4% for the 12 months ended June 30, 2008, which compares
favorably with peers'.  Endurance has been proactive in managing
its expenses and closing less profitable markets, but S&P believes
it will become increasingly difficult to maintain margins.

Total debt to EBITDA rose to 6.1x in the 12 months ended June 30,
2008, from 5.7x a year earlier.  As of June 30, 2008, the company
had a very slim margin of headroom against its leverage covenant,
which limited borrowing availability under its $20 million
revolving credit facility to roughly $2 million.  The company's
leverage covenant stepped down a quarter turn at the beginning of
the third quarter.  Based on current debt levels, EBITDA in the
third quarter will need to increase by roughly 9% over the prior
year for the company to maintain compliance with its leverage
covenant.  S&P believes that this will be difficult given the
persistent weakness in the real estate market.
     
In resolving the CreditWatch listing, Standard & Poor's will
monitor the company's operating trends and its ability to
reestablish an appropriate cushion of compliance with this
covenant, either through increasing EBITDA, paying down debt, or
amending covenant levels.  S&P could lower the rating if a
potential amendment results in a meaningful increase in interest
expense that, together with prolonged operating weakness, impedes
discretionary cash flow generation.


ENERGAS RESOURCES: Hires Eide Bally as Independent Auditor
----------------------------------------------------------
George G. Shaw, president Energas Resources, Inc., disclosed in a
Sept. 10, 2008, regulatory filing with the Securities and Exchange
Commission that Murrell, Hall, McIntosh & Co. PLLP resigned as the
company's independent registered public accounting firm on Aug. 1,
2008.

Mr. Shaw relates that MHM recently entered into an agreement with
Eide Bailly LLP, pursuant to which Eide Bailly acquired the
operations of MHM, and certain of the professional staff and
shareholders of MHM joined Eide Bailly either as employees or
partners of Eide Bailly and will continue to practice as members
of Eide Bailly.  

On September 9, 2008, Energas, through and with the approval of
its Board of Directors, engaged Eide Bailly as its independent
registered public accounting firm.

Prior to engaging Eide Bailly, the company did not consult with
Eide Bailly regarding the application of accounting principles to
a specific completed or contemplated transaction or regarding the
type of audit opinions that might be rendered by Eide Bailly on
the company's financial statements, and Eide Bailly did not
provide any written or oral advice that was an important factor
considered by the company in reaching a decision as to any such  
accounting,auditing or financial reporting issue.

Mr. Shaw notes that the reports of MHM regarding the Company's
financial statements  for the fiscal years ended January 31, 2008,
and 2007, did not contain any adverse opinion or disclaimer of
opinion and were not qualified or modified as to uncertainty,
audit scope or accounting principles.  However, the reports of MHM
for those fiscal years were qualified with respect to uncertainty
as to the Company's ability to continue as a going concern.  
During the years ended January 31, 2008, and 2007, and during the
period from January 31, 2008 through August 1, 2008, the date of
resignation, there were no disagreements with MHM on any matter of
accounting principles or practices, financial statement disclosure
or auditing scope or procedures, which disagreements, if not
resolved to the satisfaction of MHM would have caused it to make
reference to that disagreement in its reports.

                     About Energas Resources

Based in Oklahoma City, Okla., Energas Resources Inc. (OTC BB:
EGSR) -- http://www.energasresources.com/-- is primarily engaged   
in the operation, development, production, exploration and
acquisition of petroleum and natural gas properties in the
United States through its wholly-owned subsidiary, A.T. Gas
Gathering Systems Inc.  In addition, the company owns and operates
natural gas gathering systems located in Oklahoma, which serve
wells operated by the company for delivery to a mainline
transmission system.  The majority of the company's operations are
maintained and occur through A.T. Gas.

                         Going Concern Doubt

As reported in the Troubled Company Reporter on May 26, 2008,
Murrell, Hall, McIntosh & Co PLLP, in Oklahoma City, Okla.,
expressed substantial doubt about Energas Resources Inc.'s ability
to continue as a going concern after auditing the company's
consolidated financial statements for the years ended Jan. 31,
2008, and 2007.  The auditing firm pointed to the company's
recurring losses from operations.  The company is in the process
of acquiring and developing petroleum and natural gas properties
with adequate production and reserves to operate profitability.  
However, in excess of 41% of the company's proved reserves are
proved not producing or proved undeveloped and will require
substantial funds to bring into production.


ETHOS ENVIRONMENTAL: Vilmorin Resigns as Chairman, CEO & President
------------------------------------------------------------------
On Sept. 5, 2008, Enrique de Vilmorin tendered his resigned from
all positions with Ethos Environmental, Inc., including Chief
Executive Officer, President and Chairman of the Board of
Directors.  Luis Willars tendered his resignation as a member of
the Board of Directors and Treasurer, and Mr. Jose Manuel Escobedo
tendered his resignation as a member of the Board of Directors and
Secretary.

That same day, as the outgoing board members' final action, three
people were duly nominated, elected and appointed to serve as
members of Ethos Environmental's Board of Directors and officers:

   Corey P. Schlossmann -- Interim Chief Executive Officer,
                           President & Chairman

   Bruce A. Tackman     -- Director

   Howard Landa         -- Director

Thomas Maher, who has been the company's chief financial officer
since December 2006, remains in the same position and will also
assume the role of Treasurer.

                       Management Biographies

   * Corey P. Schlossmann

Mr. Schlossmann has served as TruckCenter.com's CEO since October
2006.  Prior to serving as CEO of TruckCenter.com, Mr. Schlossmann
held the position of CEO at Nationwide Auction Systems from
October 1999 until his departure in September of 2006 when he
acquired Truckcenter.com from Nationwide.  During Mr.
Schlossmann's tenure at Nationwide, he led Nationwide's internal
development and external expansion efforts.  This included
strategic planning, technology upgrades and development, strategic
planning, the implementation of a professional sales and marketing
team and identification and negotiations with potential
acquisition targets.  Prior to joining Nationwide he was a
consultant to Nationwide for approximately five years, and served
as acting CEO and CFO from January 1999 until his permanent
appointment in October of that year.  He has twenty years of
experience as a business management consultant and certified
public accountant.  He has advised various small to mid-size
companies in the areas of taxation, preparing business plans,
evaluations and has performed due diligence in the analysis of
potential acquisitions, business ventures and transactions.  Most
recently, he was a partner with Gordon, Fishbum & Schlossmann,
LLP, Certified Public Accountants from 1995 to 1998 and has served
as accountant and advisor to Nationwide for the past four years.  
Prior to that, he was a partner with Hankin & Company from 1988 to
1995, a full service consulting firm focused on implementing
strategic solutions for owner managed businesses and forensic
consulting.  Mr. Schlossmann served as Senior Tax Manager at Price
Waterhouse from 1983 to 1988, providing integrated tax planning
and advisory services to high-tech, high-growth companies as well
as to high-net-worth individuals.  Mr. Schlossmann received his
Bachelor of Science Degree (summa cum laude) in Business
Administration and Accounting from Califomia State University,
Northridge.

   * Bruce A. Tackman

Mr. Tackman served as President & Chairman of the Board (Retired),
Kavlico Corporation, Automotive, Industrial, and Aerospace
products, Moorpark, California, from 1985 to 2004.  Mr. Tackman
received a B.S. degree in finance from La Verne University, and
studied international finance at the University of Southern
California.  He joined Kavlico Corporation in 1985 as CFO,
becoming V.P. of Finance in 1990 for worldwide operations.  He was
appointed President & CEO in 2000 after successfully divesting the
Company to CMAC, an international electronic and telecommunication
firm.  Mr. Tackman retired from Kavlico Corporation in 2004.  He
was a member of the Presidents Supplier council for Cummins
Engine, and responsible for the development of international
automotive sales in Europe, South America, and Asia, suppling
electronic sensors to the majority of automotive OEM's throughout
the world.  Kavlico was the largest manufacturer of positions
sensors used on every aircraft in the world.  He serves on the
Board for two Southern California colleges and was a Director for
Los Robles Regional Medical Center for seven years.

   * Howard S. Landa

Mr. Landa served as president of Eagle Lake Incorporated from
January 2000 until the completion of the consolidation of Eagle
Lake, Custom Federal and RVision, Inc. on December 14, 2005.  
Since his retirement from the private practice of law in Salt Lake
City, Utah, in 1999, Mr. Landa has managed his personal and family
investments.  Mr. Landa holds a B.S. in political science from the
University of Utah, a J.D. from Hastings College of Law, and an
L.L.M. in taxation from New York University.  On April 2, 2008 he
became a principal shareholder and Chairman of the Board of ISAP.  
Additionally Howard is currently Chairmen of the RVision Board

                    About Ethos Environmental

Ethos Environmental Inc. manufactures and distributes a line of
fuel reformulators that contain a blend of low and high molecular
weight esters.  The product adds cleaning and lubrication
qualities to any type of fuel or motor oil.  

                      Going Concern Doubt

Moore & Associates Chartered, in Las Vegas, expressed substantial
doubt about Ethos Environmental Inc.'s ability to continue as a
going concern after editing the company's consolidated financial
statements for the year ended Dec. 31, 2007.  The auditing firm
pointed to the company's net loss due to non-cash transactions.

For the three months ended June 30, 2008, Ethos posted a
$1,304,363 net loss on revenues of $1,286,884.  As of June 30,
2008, the company's balance sheet showed $9,337,574 in total
assets, $1,946,945 in total current liabilities, and $7,390,629 in
total stockholders' equity.


EVERGREEN VILLAGE: Oct. 7 Hearing on Sale of 17 Condo Lots
----------------------------------------------------------
Evergreen Village Company, LLC, wants to sell Real Property
comprised of Lot Numbers 200, 102, 204, 206 (Building 16 site);
Lot Numbers 217, 219, 221, 223 (Building 3 site); Lot Numbers 225,
227, 231 (Building 4 site; Lot numbers 308, 310, 312, 314
(Building 12 site), and Partial buildings 301 and 307, (partially
completed shells) situate at Village Green Drive, McMurray,
Washington County, Pennsylvania, as shown on the Plan of Evergreen
Village Condominium, recorded in Plan Book Volume 43, pages 514-
516.

Evergreen has executed an Agreement of Sale with Chartiers
Holdings, LLC, as Assignee of the Home Savings and Loan Company of
Youngstown, Ohio, for the acquisition of all the property secured
by its indebtedness.  Chartier's secured claim exceeds $1,400,000.  
The initial credit bid is $500,000 with a reservation to bid up to
the full amount of the outstanding balance.  That balance is
comprised of two judgments, purchased on June 27, 2008, from Home
Savings, G.D. No. 2007-7683, in the amount of $1,085,872.22, and
G.D. No. 2007-7680 in the amount of $1,114,113.14 for a total of
$2,199,985.36, less $801,000.00 advanced from prior sales at time
of settlement for a total sales price of $1,398,985.36.

A hearing will be held on October 7, 2008 at 10:00 a.m. in
Courtroom D, 54th Floor, U.S. Steel Tower, 600 Grant Street,
Pittsburgh, PA 15219. The Court may entertain higher and better
offers at the hearing.  Sale objection deadline was Sept. 19,
2008.  Written responses were directed to the Motion for Approval
of Sale of Property Free and Clear of All Liens, Claims and
Encumbrances with the Clerk of the Bankruptcy Court at 5414 U.S.
Steel Tower, 600 Grant Street, Pittsburgh, PA 15219, with copies
furnished to the Counsel for the Debtor:

        ROBERT O. LAMPL, P.A.
        960 Penn Avenue, Suite 1200
        Pittsburgh, PA 15222
        Telephone (412) 392-0330
        Fax (412) 392-0335

Evergreen Village Company, LLC, filed for chapter 11 protection
(Bankr. W.D. Pa. Case No. 07-26189) on Sept. 28, 2007.  


EXPRESS ENERGY: Decreased Liquidity Cues S&P to Put on Neg. Watch
-----------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings, including
the 'B' corporate credit rating, on oilfield service provider
Express Energy Services Operating, LP on CreditWatch with negative
implications.   
     
"The CreditWatch listing reflects our concerns about Express'
significant decrease in liquidity as a result of the Lehman
Brothers bankruptcy filing earlier this week," said Standard &
Poor's credit analyst Amy Eddy.  "Approximately 44% of Express'
$22.5 million revolving credit facility commitment was held by
Lehman, leaving Express with only $9.7 million in unfunded
availability."
     
Furthermore, the company has $8 million in principal and interest
payments due at the end of September.  The company plans to make
the debt service payments out of available cash on hand and
through the collection of receivables.  However, the recent
hurricanes on the Gulf Coast resulted in the company's receivable
collection office being closed for two weeks.  The uncertainty of
the hurricane's impact on Express' operations also weighs on
the rating.
     
S&P could lower the ratings if Express has to make their upcoming
principal and interest payments on borrowings from their revolving
credit facility, if the company is unable to increase its
revolving credit facility to the original $22.5 million, or if
profitability weakens as a result of recent events on the Gulf
Coast.  S&P could affirm the ratings if Express is able to find a
replacement lender in its revolving credit facility for at least
the same amount.  Standard & Poor's is uncertain what role
Barclay's will have with the facility upon completion of its
acquisition of certain assets of Lehman Brothers.


FALL CREEK: Fitch Lowers Ratings to 'BB' on Two Classes of Notes
----------------------------------------------------------------
Fitch Ratings downgraded two, upgraded one, and removed from
Rating Watch Negative six classes of notes issued by Fall Creek
CLO, Ltd.  These rating actions are effective immediately:

  -- $157,500,000 class A-1 revolving notes downgraded to 'BB'
     from 'BBB';

  -- $312,500,000 class A-2 notes downgraded to 'BB' from 'BBB';

  -- $29,167,000 class B notes upgraded to 'B' from 'CCC';

  -- $47,000,000 class C notes remain at 'CCC';

  -- $6,857,000 class D-1 notes remain at 'CCC';

  -- $5,167,000 class D-2 notes remain at 'CCC'.

The rating actions reflect the application of methodology outlined
under Fitch's updated Market Value Structures criteria, published
April 18, 2008.  In addition, the ratings consider the sustained
market value decline in the secondary leveraged loan market that
has increased the vulnerability of these classes to a
deteriorating credit environment.  Fitch continues to be concerned
about pricing volatility in leveraged loan secondary markets.

The downgrade of class A-1 and A-2 notes to 'BB' reflects its
distance-to-trigger metric relative to the advance rate ranges
published in Fitch's updated MVS criteria.  The DTT is now under
8% according to Fitch's most recent calculation, with the
portfolio categorized into 66% Category 2 assets, 29% Category 3
assets, and 5% Category 4 assets.  Although the DTT implies a 'B'
rating, the class A notes benefit from an additional cushion above
the transaction's liquidation trigger, the additional
subordination provided by the other classes, and the potential for
further D-1 note issuance.

The class B notes are upgraded to 'B' based on the DTT metric
along with the benefit provided by the potential D-1 note
issuance.

The class C, D-1 and D-2 notes remain at 'CCC' which reflects
their negative net asset value coverage levels that have been
calculated by Fitch.  Although additional D-1 note issuance would
help prevent a liquidation of the transaction, the issuance would
only occur when the class C, D-1, and D-2 notes had significant
negative NAV coverage levels.

Fall Creek is a cash flow collateralized loan obligation with a
market value termination trigger.  The transaction closed on
Sept. 8, 2005 and is managed by 40|86 Advisors, Inc.

The ratings of the class A-1, A-2, B, and C notes address the
likelihood that investors will receive full and timely payments of
interest, as per the governing documents, as well as the stated
balance of principal by the legal final maturity date.  The
ratings of the class D-1 and D-2 notes address the likelihood that
investors will receive ultimate and compensating interest
payments, as per the governing documents, as well as the stated
balance of principal by the legal final maturity date.


FEDERAL TRUST: Weiss Ratings Assigns "Very Weak" E- Rating
----------------------------------------------------------
Weiss Ratings has assigned its E- rating to Sanford, Florida-based
Federal Trust Bank.  Weiss says that the institution currently
demonstrates what it considers to be significant weaknesses and
has also failed some of the basic tests Weiss uses to identify
fiscal stability.  "Even in a favorable economic environment,"
Weiss says, "it is our opinion that depositors or creditors could
incur significant risks."

Federal Trust Bank is a savings association and is primarily
regulated by the Officer of Thrift Supervision.  Deposits have
been insured by the Federal Deposit Insurance Corporation since
May 3, 1988.  Federal Trust Bank's Web site at
http://www.federaltrust.com/relates that Federal Trust  
Corporation is the parent holding company for Federal Trust Bank
and Federal Trust Mortgage Company.  Federal Trust describes
itself as a full-service financial institution, providing a
variety of products and services including checking, savings,
money market accounts; certificate of deposits; individual
retirement accounts, residential, commercial and mortgage loans.  
Federal Trust says it is strategically positioned along the I-4
and I-95 corridors in Central Florida, and branches are located in
Orange, Seminole, Volusia, Lake and Flagler counties.

At June 30, 2008, Federal Trust Bank disclosed $636 million in
assets and $600 million in liabilities in its regulatory filings.  


FIRST GEORGIA: Weiss Ratings Assigns "Very Weak" E- Rating
----------------------------------------------------------
Weiss Ratings has assigned its E- rating to Jackson, Georgia-based
First Georgia Community Bank.  Weiss says that the institution
currently demonstrates what it considers to be significant
weaknesses and has also failed some of the basic tests Weiss uses
to identify fiscal stability.  "Even in a favorable economic
environment," Weiss says, "it is our opinion that depositors or
creditors could incur significant risks."

First Georgia Community Bank is a member of the Federal Reserve,
and customer deposits have been insured by the Federal Deposit
Insurance Corporation since Sept. 8, 1997.  The Bank's Web site at
http://www.firstga.com/describes its products and target  
customer.  

At June 30, 2008, First Georgia Community Bank disclosed $263
million in assets and $245 million in liabilities in its
regulatory filings.  

On September 11, 2008, First Georgia Community Corp., First
Georgia Community Bank's parent, executed a written agreement with
the Federal Reserve Bank of Atlanta and the Banking Commissioner
of the State of Georgia.  A copy of that agreement is posted at
http://www.federalreserve.gov/newsevents/press/enforcement/2008091
9a.htm

The Agreement is based on the findings of the Federal Reserve
during a spring 2008 on-site examination, which was based on the
financial status of the Bank as of December 31, 2007. Since the
completion of the examination, the Board of Directors has
aggressively taken steps to address the findings of the exam and
the Company has raised $4.5 million in new capital from
contributions by its directors and recognized another half million
in gains based on forgiveness of certain obligations to the
directors for previously earned retirement benefits and director
fees. The Company and the Bank are aggressively working to comply
with the requirements of the Agreement.

Under the terms of the Agreement, the Company and the Bank are
required, within 60 days of entering into the Agreement, to submit
written plans to the regulators that address the following items:
strengthening credit risk management practices; continuing to
improve loan underwriting and credit administration; on-going
review and grading of the Banks loan portfolio; improving the
Banks position regarding classified loans and other real estate
owned; revising the Banks allowance for loan and lease losses
policy; maintaining sufficient capital at the Bank; preparing a
business plan for 2009 to improve the Banks earnings and overall
condition; and improving the Banks liquidity position and funds
management practices.

The Board of Directors of the Bank is also required, within 60
days, to complete an assessment of the Banks management and
staffing needs and the qualifications and performance of all
senior Bank officers. So long as the Agreement remains in place,
the Company may not, without the prior written approval of the
Federal Reserve and the Georgia Department of Banking and Finance:
declare or pay any dividends; incur, increase, or guarantee any
debt at the holding company level; purchase or redeem any shares
of stock; or, pay any interest or principal on subordinated debt
or trust preferred securities.

Art Hammond, the Companys President and Chief Executive Officer
commented that "We are working to most efficiently resolve our
credit issues and maximize recoveries in as timely a manner as
possible. We have added resources in the workout area to resolve
our asset quality issues and have raised additional capital to
support the safety and soundness of the Bank. All facets of the
Bank are currently undergoing a critical review, and we anticipate
taking further actions in order to reduce operating expense and
maximize shareholder value."

While the Agreement with the Federal Reserve is important and
significant, the Bank believes that the proactive steps that the
Banks management and Board have already undertaken will help the
Bank strive to address the Agreement and the concerns that gave
rise to the Agreement. Additionally, the Bank will continue to
conduct its banking business with customers in a normal fashion.
Banking products and services and hours of business will remain
the same, and the Banks deposits will remain insured by the FDIC
to the maximum limits allowed by law.


FONTAINEBLEAU LAS VEGAS: S&P Cuts Corporate Credit Rating to 'B-'
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Las Vegas-based Fontainebleau Las Vegas Holdings LLC to
'B-' from 'B'.  The issue-level ratings on the debt of the company
and its related entities were also lowered by one notch.  At the
same time, these ratings were placed on CreditWatch with negative
implications.

"The ratings downgrade reflects our belief that, given current
operating trends on the Las Vegas Strip, cash flow generation at
Fontainebleau upon its opening in October 2009 will be
substantially below initial expectations," said Standard & Poor's
credit analyst Ben Bubeck.  "Our current expectation for declining
trends in gaming revenues on the Las Vegas Strip through at least
the first half of 2009, despite the opening of several large
resorts, differs substantially from growth expectations at the
time we initially rated the company.  While our initial ratings
built in the expectation that EBITDA would be about 15% below
management's forecasts, we are now concerned that even this
will prove to be optimistic."
     
FLVH's capital structure does provide some cushion for a
slower-than-expected ramp-up period; however, S&P believes that
the company will be challenged to generate sufficient cash flow to
service its debt obligations in the absence of a meaningful market
rebound by the second half of 2009, particularly within the
context of weaker-than-anticipated condo sales.  Boyd Gaming
Corp.'s recent decision to delay construction on the nearby
Echelon project provides Fontainebleau with less competition
during its initial ramp-up period.  But the delay of Echelon and
the uncertainty around several other previously contemplated high-
end projects on the northern end of the Las Vegas Strip will
likely result in a limited critical mass of resorts around the
property over the next few years.
     
The downgrade also factors in an expectation that the current
weakened state of the financial services industry will prove very
challenging as Fontainebleau ramps up its condo sales efforts in
the near term.  Proceeds from condo sales are an important source
of cash flow, which, while not necessary to complete the project,
would be used to reduce debt balances when units close, following
the opening of the project.  S&P's rating initially incorporated
a 20% sensitivity to management's forecasted condo proceeds of
$700 million, although the deterioration in market conditions
since it assigned the rating likely warrants a much more severe
sensitivity at this point.

In fact, Fontainebleau's condo sales have been delayed, and S&P
expects that market conditions will continue to impede the
company's ability to sell condos at acceptable prices for several
quarters.
     
The CreditWatch listing reflects concerns surrounding
Fontainebleau's access to its retail financing facilities.  The
retail facilities total $400 million and comprise a $315 million
senior secured construction loan to Fontainebleau Las Vegas Retail
LLC and an $85 million pay-in-kind mezzanine loan to Fontainebleau
Las Vegas Retail Mezzanine LLC (both unrated).  It is S&P's
understanding that Lehman Brothers holds a significant portion of
this commitment, and more than one-half of the construction loan
is unfunded at this point.  In light of Lehman's recent bankruptcy
filing, and considering that access to these funds is necessary to
complete the overall project, a downgrade to the 'CCC' category is
likely in the event that Fontainebleau is unable to access these
funds.

In resolving the CreditWatch listing, S&P will monitor
management's progress securing an alternative commitment for
Lehman's share of the retail loans and/or the impact that the
potential sale of portions of Lehman's business may have on its
commitment to this financing.


FREEDOM BANK: Weiss Ratings Assigns "Very Weak" E- Rating
---------------------------------------------------------
Weiss Ratings has assigned its E- rating to Commerce, Georgia-
based Freedom Bank of Georgia.  Weiss says that the institution
currently demonstrates what it considers to be significant
weaknesses and has also failed some of the basic tests Weiss uses
to identify fiscal stability.  "Even in a favorable economic
environment," Weiss says, "it is our opinion that depositors or
creditors could incur significant risks."

Freedom Bank of Georgia is not a member of the Federal Reserve.  
Deposits have been insured by the Federal Deposit Insurance
Corporation since Feb. 17, 2004.  At http://www.freedombankga.com/
the Freedom Bank relates that its market primarily encompasses
Jackson, Banks, and Barrow Counties, in Northeast Georgia.  "We
are well positioned, however to serve the individualized needs of
consumers and small businesses throughout the region.  We believe
that every person is unique and deserving of service tailored
specifically to meet their goals and aspirations.  Therefore we
strive to fit our products and service to each customer."  Freedom
Bank of Georgia is the sole subsidiary of Freedom Bancshares,
Inc., a one-bank holding company also based in Commerce, Georgia.  
Freedom Bancshares, Inc., was formed for the specific purpose of
opening and operating Freedom Bank for the benefit of the
communities that it serves.  

At June 30, 2008, Freedom Bank of Georgia disclosed $151 million
in assets and $140 million in liabilities in its regulatory
filings.  


GAMESTOP CORP: S&P Lifts Ratings to 'BB+' on Strong Operations
--------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Grapevine, Texas-based GameStop Corp. to 'BB+' from
'BB'.  At the same time, S&P raised the rating on the company's
$475 million unsecured notes to 'BB+' from 'BB'.  The outlook is
stable.
     
"The upgrade reflects the company's strong operations as evidenced
by a trailing-12-month revenue growth rate of 36.4% as of Aug. 2,
2008 and our expectations for continued robust performance," said
Standard & Poor's credit analyst David Kuntz.  Another factor is
the enhanced credit protection profile due to the strong increase
in EBITDA coupled with continued debt redemption.


GATEHOUSE MEDIA: Liquidity Pressures Cue S&P to Junk Corp. Credit
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on GateHouse Media Operating Inc. to 'CCC+' from 'B'.  The
issue-level ratings on the company's debt were also lowered by two
notches in accordance with the corporate credit rating change.  In
addition, these ratings were removed from CreditWatch, where they
were originally placed with negative implications May 9, 2008.  
The rating outlook is negative.
     
"The downgrade reflects increased pressure on GateHouse's
liquidity profile given current newspaper industry trends," said
Standard & Poor's credit analyst Liz Fairbanks.  "We are concerned
that the company's free cash flow and other cash sources may not
be sufficient to meet obligations over the next year."
     
These obligations include the need for full repayment of
outstanding revolver borrowings ($27.7 million as of Aug. 4) by
Nov. 15, 2008 to avoid violating the company's total leverage
covenant, repayment of its note payable to Morris Publishing Group
($10.4 million) due Nov. 30, 2008, and repayment of its bridge
loan ($17.0 million) due Aug. 15, 2009.  To meet near-term debt
obligations, potential sources of cash flow for GateHouse include
free cash flow, proceeds from the sale of noncore assets, and the
possibility for additional equity injections by Fortress
Investment Group, the company's 42% equity owner.  GateHouse will
no longer have access to its revolving credit facility.
     
According to the Newspaper Association of America, total print and
online advertising revenue declined 15.1% year over year in the
quarter ended June 2008, compared with declines of 12.9% and 10.3%
for the quarters ended March 30, 2008 and Dec. 31, 2007,
respectively.  Given the local nature of its papers, GateHouse has
outperformed the overall market, with same-store advertising
declines of 4.7%, 4.2%, and 3.4% for the quarters ended June 2008,
March 2008, and December 2007.  EBITDA for the quarter ended June
2008 declined by 16% on a same-store basis, and S&P estimates
that, pro forma for acquisitions, EBITDA declined by more than 20%
during this period.  

Although S&P expects GateHouse's advertising revenue declines to
be below industry averages, S&P are concerned that the company's
same-store EBITDA could continue to decline in the mid-teens
percentage area over the intermediate term.

Given current industry operating trends, S&P's expectation is for
free operating cash flow over the next 12 months to meaningfully
deteriorate.  While free operating cash flow totaled $13.6 million
in the six months ended June 2008, the company used this and
revolver capacity to pay $34.7 million of dividends.  In August,
GateHouse announced the suspension of its dividend, which will
modestly improve its liquidity position.
     
Also in August, the company received an equity cure from an
affiliate of its 42% equity owner, Fortress Investment Group, in
the form of $11.5 million of 10% cumulative preferred stock to
cure a covenant breach.  To avoid another potential covenant
breach on Nov. 15, 2008, GateHouse must repay all outstanding
amounts on its revolving credit facility.

In addition, the company completed the sale of five newspaper
assets in August and September.  "The proceeds were not disclosed,
although we expect proceeds have enabled a material, but not full,
repayment of outstanding revolver balances," S&P says.
     
In 2007, GateHouse spent about $1.1 billion acquiring local media
properties.  S&P estimates that pro forma EBITDA in the 12 months
ended June 2008 was approximately $160 million.


GENERAL MOTORS: To Use Remaining $3.5 Bln. in Credit Facility
-------------------------------------------------------------
General Motors Corp. will draw down the remaining $3.5 billion of
its $4.5 billion secured revolving credit facility to maintain a
high level of financial flexibility for its ongoing restructuring
during these uncertain times in the capital markets.  GM also
completed a $322 million debt to equity exchange.

"Accessing the funds available to us is a prudent liquidity
measure.  Drawing on the revolver now improves our liquidity
position at a time when the capital markets have become more
challenging," said GM Treasurer Walter Borst.

The revolver draw will bolster the company's liquidity position.  
The proceeds from the draw would also be available to be used to
retire $750 million of debt maturities coming due in October, and
to pay Delphi Corporation in excess of
$1.2 billion as part of its reorganization efforts, assuming court
approval of the revised agreements between GM and Delphi that were
filed with the court on Sept. 12.  The $4.5 billion secured
revolving credit facility was put in place in July 2006 with a
consortium of banks and provides liquidity that GM can draw on
from time to time to fund working capital and other needs.

John D. Stoll at The Wall Street Journal and Kathy Shwiff
at Dow Jones Newswires relate that GM already used about
$1 billion from the line of credit early this year.

GM's decision, says WSJ, indicates concern about the effect tight
credit markets are having on the firm's cash cushion.  The
company's executives said in June that drawing down the credit
line may send a negative signal to investors, WSJ relates.  In the
past, the company avoided relying heavily on its credit lines, as
it enjoyed a relatively solid liquidity position, WSJ states.  
According to WSJ, GM's liquidity has been drained by dropping
sales in the U.S. and restructuring charges recorded in recent
years.

In July, GM disclosed a plan to bolster liquidity through internal
operating actions, asset sales and the capital markets.  The
internal operating elements of the plan remain on track and the
company continues to look to access the capital markets.

As part of its capital market activities, GM has completed a debt
to equity exchange which will improve GM's liquidity by reducing
both its debt and its interest costs.  GM issued
28.3 million new shares of its common stock in exchange for $322
million principal amount of its 1.5% Series D Senior Convertible
Debentures, which mature in June 2009.

Jeff Green and Alan Ohnsman at Bloomberg News relate that GM has
said it needs to raise $4 billion to $7 billion by selling assets
and adding debt to ensure it has enough liquidity to operate
through the end of 2009.

"GM felt it was a very prudent thing to have the cash on hand to
borrow at very attractive rates.  The timing was right, given the
obvious instability in the financial markets," Bloomberg quoted GM
spokesperson Julie Gibson as saying.

                    About General Motors

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

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

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


GENERAL MOTORS: Exchanges 28.3MM Shares for Series D Debentures
--------------------------------------------------------------
General Motors Corporation on Sept. 19, 2008, issued an aggregate
of 28,300,000 shares of its common stock, par value $1-2/3 per
share in exchange for $321,981,326 principal amount of its 1.50%
Series D Convertible Senior Debentures due 2009, beneficially
owned by a qualified institutional holder of the Debentures.

The Agreement provided that the amount of Common Stock GM
exchanged for the Debentures was based on the daily volume
weighted average price of the Common Stock on the New York Stock
Exchange during a four day pricing period.

GM did not receive any cash proceeds as a result of the exchange
of its Common Stock for the Debentures, which Debentures have been
retired and canceled.  GM entered into the Agreement to reduce its
debt and interest costs, increase its equity and, thereby, improve
its liquidity.

GM will from time to time consider entering into additional
exchanges on an opportunistic basis.

                   About General Motors

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

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

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


GENERAL MOTORS: Enters into Amended Settlement with Delphi
----------------------------------------------------------
Delphi Corp., as part of its efforts in completing the successful
restructuring of its U.S. operations, is entering into amended
settlement and restructuring agreements with General Motors Corp.

Delphi will receive support from GM that Delphi estimates to be
valued at approximately $10.6 billion for its transformation --
increased from approximately $6.0 billion in the January 2008
settlement.  The agreement will modify the mechanics and expand
the amount of Delphi's net hourly pension liability transfer to GM
pursuant to section 414(l) of the Internal Revenue Code from
$1.5 billion under the original GSA to approximately $3.4 billion.

Delphi is taking action to preserve and fund Delphi's hourly and
salaried pension plans and completing the reaffirmation process
for its 2008-2011 business plan in the Revised Plan of
Reorganization (RPOR), a summary of which is included in filings
with the U.S. Bankruptcy Court for the Southern District of New
York.

Delphi will report on material additional progress with respect to
Delphi's transformation plan announced in March 2006.  It will
establish its intent to enter the capital markets with its
reaffirmed business plan, and to file in the Bankruptcy Court
proposed modifications to its previously confirmed First Amended
Joint Plan of Reorganization (POR).

Delphi will file several expedited motions with the Bankruptcy
Court that will be considered by the Court on Sept. 23, 2008,
including:

     -- a motion to implement an amended and restated Global
        Settlement Agreement (Amended GSA) and Master
        Restructuring Agreement (Amended MRA) with GM.  The
        original GSA and MRA were previously approved by the
        Bankruptcy Court on Jan. 25, 2008.  The terms of the
        proposed amendments would authorize the GSA and MRA to
        become effective independent of and in advance of the
        effective date of the company's POR.  The filing states
        that the Amended GSA and Amended MRA reflect GM's
        continuing and immediate support for Delphi's
        reorganization efforts -- including the transfer of
        certain hourly pension obligations -- and will enable
        Delphi to take the next steps in its transformation,
        including the actions that should allow it to emerge
        from chapter 11 as soon as practicable.

     -- a motion to freeze its hourly and salaried defined
        benefit pension plans and provide, as applicable,
        replacement cash balance or defined contribution
        pension benefits, a salaried retirement, and
        equalization savings program, and a supplemental
        executive retirement plan.

Considerations in the Amended GSA and Amended MRA

Implementation of the Amended GSA and Amended MRA at this time is
necessary to preserve the substantial progress Delphi has made,
and to position Delphi to emerge from chapter 11 as soon as
practicable.  Unlike the original GSA and MRA, in which GM
required that its performance under those agreements be tied to
Delphi's emergence from chapter 11, the Amended GSA and Amended
MRA accelerate substantially all of GM's obligations in the
original agreements (estimated by Delphi to be approximately $6.0
billion in value to Delphi's transformation), which will be
implemented immediately upon the effective date of the Amended GSA
and Amended MRA.

In addition, a substantial portion of GM's incremental net support
(estimated by Delphi to be approximately $4.6 billion in value to
Delphi's transformation) also will become immediately and
unconditionally effective.  In exchange for GM's willingness to
undertake these obligations, Delphi has agreed to treatment of
GM's claims in the chapter 11 cases, and to release GM from
certain claims and causes of action upon the effectiveness of the
Amended GSA and the Amended MRA.

Under the Amended GSA, GM would assume responsibility for the
pensions of certain of Delphi's hourly retirement plan
participants.  The liabilities would be transferred in two steps,
pursuant to section 414(l) of the Internal Revenue Code, and would
be increased from $1.5 billion to approximately
$3.4 billion.  The liability transfers are subject to GM and
Delphi receiving consent from a sufficient number of unions to
complete the first step of the transfer.  Through the
implementation of the Amended GSA and Amended MRA, GM's financial
support of Delphi -- which previously was to be received upon
Delphis emergence from chapter 11 -- is being pulled forward to
the effectiveness of the amendments.  As a result, GM will make
payments to Delphi of approximately $1.2 billion in connection
with the effectiveness of the Amended GSA and Amended MRA, and
through the remainder of 2008.  The payments by GM combined with
Delphi's existing cash on hand -- which totaled in excess of
$1 billion at June 30, 2008, and amounts available under Delphi's
DIP revolving credit facility, provide ample liquidity over the
course of 2008.

By immediately implementing the Amended MRA, Delphi will be in a
position to pursue exit financing in the capital markets,
including through an equity-based rights offering, to support what
it believes to be a viable, reaffirmed emergence business plan
that incorporates current market conditions and increased GM
support.

Delphi's Chief Restructuring Officer John Sheehan said that it is
in the best interests of the company to seek approval to implement
the Amended GSA and Amended MRA independent of and in advance of
the effectiveness of the POR.  He said the company has been
advised by the Creditors' Committee that it may no longer support
a settlement with GM and related transactions, if these
transactions are approved in advance of the filing and approval of
potential modifications to Delphi's POR which are acceptable to
the committee.  Absent consensual resolution of the Creditors'
Committee concerns, the Committee may file objections to one or
more of the motions and seek other relief from the Bankruptcy
Court.  Sheehan said Delphi will continue working toward a
consensus among its principal stakeholders, including the
committees, but that the likelihood of achieving consensus is
speculative and not assured.

                    Pension Plan Modifications

The motion to modify the pension plans would authorize a freeze of
the Delphi hourly pension plan following union consent and a
freeze of the U.S. salaried plans.  If approved by the Court,
Delphi would then provide, subject to the union agreement,
replacement cash balance or defined contribution pension benefits
to its hourly employees; and for eligible salaried employees,
Delphi would provide defined contribution pension benefits, a
salaried retirement and equalization savings program, and a
supplemental executive retirement plan.

"We have remained committed to fully funding our pension plans and
to being well-planned, well organized, and well-financed from the
beginning of our chapter 11 cases," said Mr. Sheehan.  "If
approved by the Court, these actions and the additional operating
support provided in the Amended GSA and Amended MRA are
significant milestones in completing the final phases of the
reorganization of our U.S. operations and positioning us to
complete the financing required for our emergence from chapter 11
as soon as practicable."

            Transformed Delphi Poised to Complete Plans

Delphi CEO and President Rodney O'Neal said the company has
achieved remarkable progress in its overall transformation, and
several elements of the transformation are outlined in the motions
being filed today with the Court.

"Despite recent challenges -- including difficult credit markets,
the downturn in the U.S. auto industry, and other cost pressures
-- our operating performance has improved significantly," Mr.
O'Neal said.  "Our team has accomplished this global
transformation in the face of a complete restructuring of a
significant portion of our operations."

Mr. O'Neal said Delphi is on track to complete its transformation
plan by the end of this year.  The key tenets of that plan were
to:

     -- modify U.S. labor agreements to create a competitive
        arena in which to conduct business;

     -- conclude Delphi's negotiations with GM to finalize GM's
        financial support for Delphi's legacy and labor costs
        and confirm GM's business commitment to Delphi;
       
     -- streamline Delphi's global product portfolio to
        capitalize on its technology and market strengths, and
        align its manufacturing and engineering footprint and
        capabilities with this new focus;

     -- transform Delphi's salaried workforce to ensure that
        the company's organizational and cost structure is
        competitive and aligned with its product portfolio and
        manufacturing footprint; and

     -- devise a workable solution to Delphi's U.S. pension
        situation.  

In addition to working to achieve the key tenets of the
transformation plan, Mr. O'Neal said that Delphi has diversified
its customer base by growing its business in Europe, Asia, and
South America.

A summary of Delphi's Reaffirmed 2008-2011 POR Business Plan
(RPOR) is included in the Sept. 20, 2008 Court filings.  When the
closing on Delphi's POR was suspended on April 4, 2008, following
Delphi's plan investors refusal to close on their Investment
Agreement, Delphi undertook a reaffirmation process with respect
to the business plan in the POR as part of Delphi's consideration
of potential modifications to the POR in order to emerge from
chapter 11 as soon as practicable.  The RPOR includes:

     -- revised actual and expected volumes for the North
        American automotive market;

     -- significant increases in certain commodity costs;

     -- changes in the under-funded status of its pension plans
        as a result of negative plan asset returns; and

     -- substantial incremental financial support from GM
        committed to as part of the modified settlement.

Assuming that the Bankruptcy Court approves Delphi's modified
settlement with GM and the pension plan modification motion at a
hearing scheduled to begin on Sept. 23, 2008, Delphi expects to
enter the capital markets later this year with the RPOR and
anticipates filing a motion seeking approval of modifications to
the POR.

"Our progress throughout this transformation has been tremendous
and could not have been achieved without the diligence and
commitment of our employees, suppliers and customers," Mr. O'Neal
said.  "We have maintained uninterrupted supply to our customers,
and have booked record business with many of them.  The approval
of these amended agreements will help us continue our solid march
toward becoming a completely transformed and more competitive
company."

                       About Delphi Corp.

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

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

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

                    About General Motors

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

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

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

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


GEORGIA GULF: Enters Into Fourth Amendment to Credit Agreement
--------------------------------------------------------------
On September 11, 2008, Georgia Gulf Corporation 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.  

Under the Credit Facility Amendment, the tiered pricing grid which
sets forth the applicable per annum margins to be used in the
calculation of interest rates and certain fees will be replaced
with the margins and fees:

                               Eurodollar
                               Rate Loans
                               and Letter  Bankers     
                   Commitment  of Credit   Acceptance  Base Rate
                   Fees        Fees        Advances    Loans
                   ----------  ----------  ----------  ---------
October 1 to
December 31, 2008      0.50%        5.0%       5.0%       4.0%

After
December 31, 2008      0.50%        5.5%       5.5%       4.5%

Prior to October 1, 2008, the applicable per annum margins and
fees at the highest levels were 0.50% for commitment fees, 2.5%
for Eurodollar rate loans, letter of credit fees and bankers
acceptance advances and 1.5% for base rate loans.

The Credit Facility Amendment also establishes 3.0% as the minimum
Eurodollar rate for all borrowings on and after
October 1, 2008.

As a condition to the effectiveness of the Credit Facility
Amendment, the company paid a fee of 0.50% of the commitments and
term loans outstanding to the lenders.  In addition, the Credit
Facility Amendment provides that if the Senior Secured Credit
Facility remains in existence on December 31, 2008, the company
will pay a fee equal to 0.50% of the commitments and term loans
then outstanding to the lenders.  The Credit Facility Amendment
also increases the domestic letter of credit sublimit by $25.0
million to $150.0 million and no longer permits any increase in
the commitments under the Senior Secured Credit Facility.

Under the Credit Facility Amendment, the leverage ratios and
interest coverage ratios mandated by the Senior Secured Credit
Facility were increased and decreased, after which the ratios will
return to those currently specified:

     Maximum Leverage Ratios
     -----------------------
     2008:  Q3 7.20x (5.75x); Q4 7.75x (5.25x)
     2009:  Q1 8.00x (4.75x)

     Minimum Interest Coverage Ratios
     --------------------------------
     2008:  Q3 1.70x (2.00x); Q4 1.50x (2.25x)
     2009:  Q1 1.45x (2.50x)

The capital expenditure limitation was decreased from $90 million
to $65 million in 2008, and from $135 million to $65 million in
2009, and maximum quarterly cumulative permitted capital
expenditures were established for each of the four quarters ending
June 30, 2009.

The definition of "Consolidated EBITDA" in the Senior Secured
Credit Facility was amended for the quarters ended September 30,
2008, and December 31, 2008, to include cash restructuring charges
and expenses not to exceed $12 million in the aggregate.

The general basket for permitted restricted payments was reduced
from $50 million plus 50% of cumulative net income to $25 million
plus 50% of cumulative net income.

Finally, the general basket for permitted sale and leaseback
transactions was increased from $10 million in the aggregate to
$60 million in the aggregate.

The Credit Facility Amendment also permits the Company to enter
into a supplemental indenture with respect to its 7-1/8% senior
notes due 2013 and pay the consent fee of $1.5 million as
contemplated by the settlement agreement with certain holders of
the notes.

A full-text copy of the Fourth Amendment is available for free at
http://researcharchives.com/t/s?3246

              Amendment to Securitization Agreement

In connection with the Credit Facility Amendment, because the
Company's asset securitization agreement incorporates certain
defined terms from the Senior Secured Credit Agreement, the
Company entered into a consent and amendment to the securitization
agreement with Wachovia Bank, National Association and Bank of
Tokyo-Mitsubishi UFJ., Ltd. New York Branch.  The Company will pay
a fee of 50 basis points on $165 million, the purchase limit under
the securitization, by October 1, 2008, and has agreed to pay an
additional fee of 50 basis points on the purchase limit by January
6, 2009, if any commitments or obligations under the
securitization agreement are outstanding as of the close of
business on December 31, 2008.  In addition, the Company has
agreed to increase the program fees payable, which ranged,
depending on the Company's leverage, from 45 to 67.5 basis points
applied to the amount of receivables funded thereunder with
commercial paper, to 250 basis points through December 31, 2008,
and 300 basis points thereafter.

                      About Georgia Gulf

Headuqratered 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.

                         *     *     *

As reported in the Troubled company Reporter on May 12, 2008,
Standard & Poor's Ratings Services lowered its ratings on Georgia
Gulf Corp. by one notch, including its corporate credit rating to
'CCC+' from 'B-'.  The outlook is negative.

The Troubled Company Reporter reported on July 17, 2008, that
Georgia Gulf Corporation entered into a settlement agreement with
certain holders of its 7-1/8% senior notes due 2013 that sent a
notice of default on June 6, 2008.  The company has agreed to pay
$1.4 million of the legal fees of the signing holders.


HANOVER CAPITAL: Amex Extends Compliance Deadline
-------------------------------------------------
Hanover Capital Mortgage Holdings, Inc., said that on Sept. 5,
2008, the American Stock Exchange notified the company that it had
granted the company an extension until December 31, 2008 to regain
compliance with the continued listing standards of Section
1003(a)(iv) of the Amex Company Guide and until October 8, 2009 to
regain compliance with the continued listing standards of Section
1003(a)(i) of the Amex Company Guide.

Previously, on April 8, 2008, the company received notice from the
Amex Staff indicating that the company was below certain of the
Exchange's continued listing standards. Specifically, the notice
provided that the company was not in compliance with:

   (1) Section 1003(a)(i) of the Amex Company Guide due to
       stockholders' equity of less than $2,000,000 and losses
       from continuing operations and net losses in two out of
       its three most recent fiscal years, and

   (2) Section 1003(a)(iv) of the Amex Company Guide in that the
       company had sustained losses which were so substantial in
       relation to overall operations or its existing financial
       resources, or its financial condition had become so
       impaired, that it appeared questionable, in the opinion of
       the Exchange, as to whether the company would be able to
       continue operations and/or meet its obligations as they
       mature.

The company was afforded the opportunity to submit a plan of
compliance and, on May 8, 2008, submitted its plan to the
Exchange. The Exchange did not, at that time, accept the company's
plan, and the company appealed its decision to the Listing
Qualifications Panel, with a scheduled hearing date of August 26,
2008. In support of its position, prior to the hearing, the
company submitted to the Exchange certain supplemental materials
in advance of such hearing date. Based on those supplemental
materials, the Amex notified the company on August 25 that it was
cancelling the hearing and granting the company an extension to
regain compliance with the continued listing standards.

The company will be subject to periodic review by Exchange Staff
during the extension period. Failure to make progress consistent
with the plan and to achieve certain milestones, or to regain
compliance with the continued listing standards by the end of the
extension period could result in the company's common stock being
delisted from the American Stock Exchange.

                      About Hanover Capital

Based in Edison, N.J., Hanover Capital Mortgage Holdings Inc.
(AMEX: HCM) -- http://www.hanovercapitalholdings.com/-- is a     
mortgage real estate investment trust.  The company invests in
prime mortgage loans and mortgage securities backed by prime
mortgage loans.

                       Going Concern Doubt

As reported in the Troubled Company Reporter on April 10, 2008,
Grant Thornton LLP, in New York, expressed substantial doubt about
Hanover Capital Mortgage Holdings Inc.'s ability to continue as a
going concern after auditing the company's consolidated financial
statements for the years ended Dec. 31, 2007, and 2006.  The
auditing firm pointed to the company's net loss for the year ended
Dec. 31, 2007, which included $76.0 million in impairment losses
on mortgage-backed securities.  

Due to unprecedented turmoil in the mortgage and capital markets
during 2007 and into 2008, the company incurred a significant loss
of liquidity over a short period of time.  The company experienced
a net loss of approximately $46.3 million for the six months ended
June 30, 2008, and its current operations are not cash flow
positive.  Additional sources of capital are required for the
company to generate positive cash flow and continue operations
beyond 2008.

The Troubled Company Reporter reported on Aug. 27, 2008, Hanover
Capital Mortgage Holdings Inc. disclosed its financial results for
the three and six months ended June 30, 2008.  At June 30, 2008,
the company's consolidated balance sheet showed $62.2 million in
total assets, $134.1 million in total liabilities, resulting in a
$71.9 million stockholders' deficit.


HASTINGS STATE: Weiss Ratings Assigns "Very Weak" E- Rating
-----------------------------------------------------------
Weiss Ratings has assigned its E- rating to Hastings, Nebraska-
based Hastings State Bank.  Weiss says that the institution
currently demonstrates what it considers to be significant
weaknesses and has also failed some of the basic tests Weiss uses
to identify fiscal stability.  "Even in a favorable economic
environment," Weiss says, "it is our opinion that depositors or
creditors could incur significant risks."

Hastings State Bank is not a member of the Federal Reserve.  
Deposits have been insured by the Federal Deposit Insurance
Corporation since Jan. 2, 1964.  Hastings State Bank's Web site at
http://www.hastingsstatebank.com/indicates that the institution  
operates from seven locations in Hastings, Lincoln, Roseland and
Fairfield.  

At June 30, 2008, Hastings State Bank disclosed $165 million in
assets and $155 million in liabilities in its regulatory filings.  


HAZLETON GENERAL: Moody's Affirms 'Ba2' Rating on $23MM Bonds
-------------------------------------------------------------
Moody's Investors Service has affirmed the Ba2 bond ratings for
Hazleton General Hospital and Hazleton-St. Joseph Medical Center
bonds, affecting $23 million in debt.  Hazleton General Hospital
guarantees the bonds issued for Hazleton-St. Joseph and operates
under the parent, Greater Hazleton Health Alliance.  The rating
outlook is stable.

Legal Security: As of December 31, 2006, HSJ was merged into HGH
and HGH assumed the liabilities, including debt, of HSJ.  HGH has
granted a mortgage lien on substantially all of its property and
equipment for the bondholders.  Debt service reserve funds exist
for the outstanding bonds.

Interest Rate Derivatives: None

Strengths

  * With the exception of 2007, operations since 2005 have
    remained profitable with an average 1.8% operating margin and
    average 8% operating cashflow margin; Wellspring's recent
    engagement is expected to identify opportunities to improve
    margins.

  * Modest capital plans for the foreseeable future following the
    completion of several projects in 2006 and 2007

  * Adequate debt measures with a 3-year average 2.8 times peak
    debt service coverage and 5.8 times debt-to-cashflow and no
    new debt plans

Challenges

  * Although GHHA's market position is still leading, market share
    has declined notably to 57% in 2006 from 66% in 2002 and the
    hospital faces competition from other large hospitals within
    the broader service area

  * With the exception of 2007, admissions have been declining, in
    part due to physician recruitment needs which is likely to
    require the growth of the employed group

  * Weak service area demographics, with expected decline in
    population, an aging population, and income levels lower than
    the Commonwealth average

  * Unrestricted cash has declined from a peak level in 2006 to a
    moderate 74 days of cash on hand

Recent Developments/Results

Competitive pressures and market share declines will continue to
challenge GHHA to increase both inpatient and outpatient
utilization.  After several years of declines in admissions and
outpatient surgeries, admissions increased in 2007 by 7% primarily
due to the expansion of the emergency room.  Admissions through
six months of 2008 are down 1.2%, which is a slower decline than
historically.  Inpatient market share has declined from 66% in
2002 to 57% in 2006.

While GHHA still maintains a leading market position, the hospital
has been challenged with outmigration, particularly to larger
healthcare systems including Geisinger and Lehigh Valley health
systems.  Geisinger has become more active in employing physicians
in GHHA's service area.  Likewise, outpatient surgeries increased
in 2007 following the opening of a joint venture surgery center
with physicians but are down 1% in the 2008 interim period.

GHHA is implementing a number of strategies to retain volumes and
recapture market share.  The hospital expanded it emergency
department and surgical suite and completed renovations in 2006.  
In 2007 GHHA opened its Health and Wellness Center, with a joint
venture surgery center with physicians on the same campus.  A
critical initiative is physician recruitment given a small active
staff of 102 physicians and a high dependency on the top ten
admitters of 51%.  GHHA has employed about ten physicians to
better compete and reduce outmigration, resulting in $800 thousand
of subsidies in 2007 and $1 million through six months of 2008.

With the exception of 2007, operations since 2005 have remained
profitable with an average 1.8% operating margin and average 8%
operating cashflow margin.  Following better operating performance
and operating profits in 2005 and 2006, GHHA had an operating loss
in 2007.  The operating loss in 2007 was $2.4 million (-2.4%),
compared with an operating profit of $2.2 million (2.3%).  
Operating cashflow in 2007 was modest at $5.9 million (6%),
compared with $8 million (8.4%) in 2006.  The decline in 2007 was
largely due to the loss of a Medicare wage index reclass for nine
months of the year, resulting in a $2.2 million reduction in
revenue.

Additionally, 2007 was affected by increases in charity care and
bad debt, high physician employment costs, and start-up costs for
the health and wellness center.  GHHA benefited in 2007 from a
reduction in pension expense following conversion to a defined
contribution plan.

Through six months of fiscal year 2008, GHHA has operating income
of $549th (1.0%) and operating cashflow of $4.9 million (9.4%),
both better than the comparable six-month prior year period.   
Improvement in 2008 reflects the regaining of the Medicare wage
index through a reclassification (worth $3 million annually) and
increases in outpatient visits, partially offset by higher
physician employment costs.  GHHA expects the second half of the
year to be breakeven or a loss given seasonality and costs of a
consultant.  The hospital has re-engaged Wellspring to identify
cost savings, which will likely be implemented toward the end of
the year.

Since a peak in 2006, GHHA's unrestricted liquidity has declined
but future capital plans are modest, which should help preserve
cash.  Unrestricted cash peaked at fiscal yearend 2006 at
$29 million (119 days of cash on hand) following reimbursement for
projects from debt issued in 2006.  Cash declined to $21 million
(81 days of cash on hand) as of December 31, 2007 due to higher
capital spending for imaging equipment and completion of the
health and wellness center, an increase in accounts receivable and
operating losses, partially offset by the use of project funds.  
Unrestricted cash as of June 30, 2008 was $20 million (74 days).
Cash-to-debt is modest at 49%.  With the largest projects
completed, capital spending is expected to decline to $3-5 million
annually, which Moody's believe is manageable.

GHHA's debt measures are adequate for the rating category and the
hospital has no plans for new debt.  Peak debt service coverage
based on 2007 results was 2.2 times.  Debt-to-cashflow was high at
8.6 times but a more reasonable 5.8 times based on a three-year
average.

Outlook

The stable outlook reflects our belief that the Wellspring
initiatives will enable GHHA to improve and sustain operating
margins and that cash will be maintained given operating
improvement and manageable capital plans.

What could change the rating-UP

Sustained improvement in operations; stability or growth in
inpatient and outpatient volumes and market share; maintenance of
liquidity levels with no additional debt issuance

What could change the rating-DOWN

Decline in operating performance, loss of physicians or increase
in competition within service area; deterioration in liquidity and
related measures; additional borrowing.

Key Indicators

Assumptions & Adjustments:

  -- Based on financial statements for Greater Hazleton Healthcare
     Alliance

  -- First number reflects audit year ended December 31, 2006
  -- Second number reflects draft audit of audit year ended
     December 31, 2007

  -- Non-recurring items excluded are $1.0 million mortgage
     forgiveness in 2006; interested adjusted for capitalized
     interest

  -- Investment returns smoothed at 6% unless otherwise noted

  * Inpatient admissions: 7,622; 8,065
  * Total operating revenues: $94.7 million; $98.8 million
  * Moody's-adjusted net revenue available for debt service:
    $9.7 million; $7.3 million

  * Total debt outstanding: $38 million; $43 million
  * Maximum annual debt service (MADS): $3.3 million; $3.3 million
  * MADS Coverage with reported investment income: 2.8 times; 2.2
    times

  * Moody's-adjusted MADS Coverage with normalized investment
    income: 3.0 times; 2.2 times

  * Debt-to-cash flow: 4.6 times; 8.6 times
  * Days cash on hand: 119 days; 81 days
  * Cash-to-debt: 76%; 49%
  * Operating margin: 2.3%; -2.4%
  * Operating cash flow margin: 8.4%; 6.0%

Rated Debt

  -- Series 1997 (Hazleton General Hospital) fixed rate debt
     ($9.6 million): Ba2

  -- Series 1996 (Hazleton-St. Joseph Medical Center) fixed rate
     debt ($13.1 million): Ba2


HAWAIIAN TELCOM: Unit Strikes New 3-Year CBA with IBEW Union
------------------------------------------------------------
Hawaiian Telcom Communications, Inc., disclosed with the
Securities and Exchange Commission that Hawaiian Telcom, Inc., its
wholly owned subsidiary, and the International Brotherhood of
Electrical Workers, Local Union 1357, have reached tentative
agreement on a new three-year collective bargaining agreement.  
The new agreement is subject to ratification by the membership of
IBEW Local 1357.  The ratification vote is expected to take
approximately three weeks.

Hawaiian Telcom Communications, Inc. is an incumbent
telecommunications service provider servicing approximately
533,000 access lines.  The Company previously operated as a
division of Verizon Communications, Inc. and was acquired by The
Carlyle Group on May 2, 2005, in a $1.6 billion leveraged buy-out.  
The company's headquarters are in Honolulu, Hawaii.

Hawaiian Telcom has said it is in the process of developing a
revised strategic plan which may include product development
opportunities, cost reduction initiatives, asset rationalization,
capital raising opportunities or debt reduction options to improve
cash flow and liquidity.  In support of these activities, the
Company engaged the services of Lazard Freres & Co. LLC as its
financial advisor to assist in the evaluation of various balance
sheet restructuring options.  In consultation with Lazard and
Kroll Zolfo Cooper LLC, the corporate recovery and advisory firm
which the Company engaged in the first quarter of 2008, the
Company expects to review a range of options to best position the
Company to maximize value and to capitalize on the continuing
opportunities that exist in the Hawaii communications market.  The
Company is taking steps to organize the Company's bondholders to
facilitate discussions regarding the revised strategic plan.

The Company does not expect to disclose further developments
regarding the process until the review of strategic alternatives
has been completed. There can be no assurances about the outcome
of this process.

During the first quarter of 2008, the Company's Chief Executive
Officer along with certain other senior executives resigned and
the Board of Directors engaged Kroll Zolfo Cooper LLC, a corporate
recovery and advisory firm, to provide interim executive
management services to the Company.  In the second quarter of
2008, the Company appointed a new Chief Executive Officer.  From
October 2007 through the first quarter of 2008, the Company
reduced its management headcount by approximately 100 positions
and are pursuing other initiatives designed to improve the
Company's operating results.

Lazard's entry has caused Moody's Investors Service to downgrade  
the Corporate Family Rating of Hawaiian Telcom to Caa2 from B3,
and the company's probability of default rating to Caa3 from Caa1.  
Moody's also downgraded the ratings for the Company's senior
unsecured and senior subordinated notes to Caa3 and C,
respectively.  The ratings remain under review for further
downgrade.  

The Company has $1,376,294,000 in total assets and $1,247,140,000
in total debts as of June 30, 2008.  It reported $30,519,000 in
net loss for the three-month ended June 30, compared to a
$21,400,000 net income for the same period in 2007.


HERCULES CHEMICAL: Files for Chapter 11 Bankruptcy Protection
-------------------------------------------------------------
Michael Bathon of Bloomberg News reports that Hercules Chemical
Co., Inc., filed for Chapter 11 bankruptcy protection on Sept. 18,
2008, with the U.S. Bankruptcy Court for the District of New
Jersey (Case No. 08-27822), blaming the costs of asbestos-related
lawsuits.

The report reveals that the Debtor first filed for bankruptcy on
Aug. 22 in the U.S. Bankruptcy Court for the Western District of
Pennsylvania but the case was transferred to New Jersey, where the
Debtor is incorporated.

The lawsuits involve a pre-mixed furnace cement product
manufactured by the Debtor from 1939 to 1983, the report stated
citing court documents.  During the past 10 years, about 15,500
suits were filed against the Debtor, and 7,222 were still pending
at the end of 2007, the company said according to the report.

The Debtor, according to the report, said it paid about
$12 million to settle many of the cases and $2 million more in
court costs.

The Debtor, according to the report, will propose a reorganization
plan that establishes a trust to pursue payments for all current
and future asbestos victims.

                           Asbestos Trust

The Debtors, according to the report, have asked the court to
appoint Joel M. Helmrich, Esq., as the legal representative of the
trust.  During previous meetings, the Debtor and Mr. Helmrich
reportedly discussed the creation of a trust "that will make
millions of dollars and insurance proceeds available
for payment of present and future asbestos claimants."

The Debtor seeks permission from the Court to use cash that
represents collateral for its creditors, as well as a $1 million
loan from Wachovia Bank NA, to continue operations while in
bankruptcy, according to the report.

The Debtor put all of its equity into a stock ownership trust in
1995, according to the report.  Its employees own 100 percent of
the stock and are paid from the trust upon termination or
retirement.  The Debtor, according to the report, said in court
filings that it had sales of about $36.7 million for 2007.

Passaic, New Jersey-based Hercules Chemical Co., Inc.,--
http://www.herchem.com/-- is a 93-year-old manufacturer of  
sealants for the plumbing, heating and air conditioning
industries.

Gregory L. Taddonio, Esq., at Reed Smith, LLP, represents the
Debtor in its restructuring efforts.  When it filed for
bankruptcy, the Debtor list assets of between $10 million and
$50 million and debts of between $10 million and $50 million.


HOMES OF FAIRFIELD: Auctioning Westport Mansion at 2 Moss Ledge
---------------------------------------------------------------
By order of the U.S. Bankruptcy Court for the District of
Connecticut Homes of Fairfield County, LLC, is auctioning a
mansion located at 2 Moss Ledge in Westport, Conn.  The property
consists of 1.04 acres, a gross living area of 6,298 square feet,
2.5 stories, 5 bedrooms, 6 bathrooms, a front porch, and attached
3 car garage.  The mansion was built in 2004.

DATE OF AUCTION: October 8, 2008

TIME OF SALE: 2:00 p.m.

LOCATION OF SALE: United States Bankruptcy Court
                  915 Lafayette Boulevard
                  Bridgeport, Connecticut

INSPECTION: October 5, 2008, from 10:00 a.m. to 4:00 p.m.

DEPOSIT: $25,000

TERMS OF SALE: The Property will be sold in "as is" condition
without warranty or representations of any kind as to its
condition, by Deed, subject to the approval of the United States
Bankruptcy Court.  The property will be sold free and clear of the
mortgages and taxes currently encumbering the property and all
claims subsequent in right thereto the holders of which are bound
by this action.  Immediately following the sale, the successful
bidder will be required to deposit the sum of $25,000 by cashier's
check.  The closing on the subject premises shall take place on or
before November 10, 2008.  If the closing does not take place
prior to that date, the deposit amount may be forfeited and the
property offered to the next highest bidder.

AUCTION PROCESS: The Auction will employ a two-tier bidding
process with the first tier consisting of sealed bids.  Any bidder
whose bid is within 75% of the highest sealed bid may participate
in the second tier of the bidding process.  The second-tier
bidders will bid openly on the subject property in increments of
$10,000 beginning with the amount of the highest sealed bid and
will continue until the highest bid is determined.

FOR FURTHER
INFORMATION CONTACT: Michael S. Wrona, Esq.
                     Halloran & Sage, LLP
                     225 Asylum Street
                     Hartford, CT 06103
                     Telephone (860) 297-4626

Homes of Fairfield County LLC filed for chapter 11 protection
(Bankr. D. Conn. Case No. 06-50541) on December 8, 2006,
disclosing less than $1 million in estimated assets and
liabilities at that time, and projecting no funds would be
available for distribution to unsecured credit


INDYMAC FEDERAL: Weiss Ratings Assigns "Very Weak" E- Rating
------------------------------------------------------------
Weiss Ratings has assigned its E- rating to newly organized
IndyMac Federal Bank, F.S.B., based in Pasadena, Calif.  Weiss
says that the institution currently demonstrates what it considers
to be significant weaknesses and has also failed some of the basic
tests Weiss uses to identify fiscal stability.  "Even in a
favorable economic environment," Weiss says, "it is our opinion
that depositors or creditors could incur significant risks."

IndyMac Federal -- http://www.indymac.com/-- was established as a  
savings association on July 11, 2008, and is primarily regulated
by the Office of Thrift Supervision.  Customer deposits have been
insured by the Federal Deposit Insurance Corporation since July
11, 2008.  No financial reports about IndyMac Federal are publicly
available from the FDIC at this time.  


INTERNATIONAL LEASE: S&P Chips Preferred Stock Rating to 'B'
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on the
preferred stock of International Lease Finance Corp. (ILFC; A-
/Watch Dev/A-1) to 'B' from 'BBB', following a similar action on
the preferred stock of ultimate parent American International
Group Inc. (AIG; A-/Watch Dev/A-1) and its other subsidiaries.  
The CreditWatch implications on the preferred stock are revised to
negative from developing.
      
"Under the terms of the Federal Reserve Bank of New York $85
billion borrowing facility for AIG, the U.S. government may veto
dividends on any preferred shares," said Standard & Poor's credit
analyst Philip Baggaley.  Any action on that right is uncertain
but could occur with little warning at the government's
discretion.

Ratings on preferred stock could be lowered further if it becomes
more likely that the government will exercise its right to block
dividend payments.


IVANHOE ENERGY: Caisse de depot Discloses 5.02% Equity Stake
------------------------------------------------------------
Caisse de depot et placement du Quebec disclosed in a regulatory
filing with the Securities and Exchange Commission that it may be
deemed to beneficially own 12,375,771 shares or 5.02% of Ivanhoe
Energy Inc.'s common stock.

Vancouver, British Columbia, Canada, Ivanhoe Energy Inc. (TSX: IE;
Nasdaq: IVAN) -- http://www.ivanhoe-energy.com/-- is an      
independent international heavy oil development and production
company focused on pursuing long-term growth in its reserve base
and production using advanced technologies, including its  
proprietary, patented heavy-oil upgrading process (HTL).  Core
operations are in the United States and China, with business  
development opportunities worldwide.  

Ivanhoe Energy has established a number of geographically focused  
entities.  The parent company, Ivanhoe Energy Inc., will pursue  
HTL opportunities in the Athabasca oilsands of Western Canada and  
will hold and manage the core HTL technology.  Two new  
subsidiaries have been established, one for Latin America and one  
for the Middle East & North Africa, complementing Sunwing Energy  
Ltd., Ivanhoe Energy's existing, wholly-owned company for
China.  Ivanhoe Energy Inc. owns 100% of each of these
subsidiaries, although the percentages are expected to decline as  
they develop their respective businesses and raise capital  
independently.

At March 31, 2008, the company's consolidated balance sheet showed
$231.1 million in total assets, $41.2 million in total
liabilities, and $189.9 million in total stockholders' equity.

                       Going Concern Doubt

Ivanhoe Energy Inc. believes that existing conditions cast
substantial doubt about its ability to continue as a going
concern.  The company incurred a net loss of $8.5 million for the
three-month period ended March 31, 2008, and as at March 31, 2008,
had an accumulated deficit of $168.5 million and negative working
capital of $8.8 million.  In addition, the company currently
anticipates incurring substantial expenditures to further its
capital investment programs and the company's cash flows from
operating activities will not be sufficient to both satisfy its
current obligations and meet the requirements of these capital
investment programs.  Moreover, recovery of capitalized costs
related to potential HTL(TM) and GTL projects is dependent upon
finalizing definitive agreements for, and successful completion
of, the various projects, the outcome of which is uncertain.


JACOBS FINANCIAL: Malin Bergquist Raises Going Concern Doubt
------------------------------------------------------------
Malin, Bergquist & Company raised substantial doubt about the
ability of Jacobs Financial Group, Inc., to continue as a going
concern after it audited the company's financial statements for
the year ended May 31, 2008.  The auditor pointed to the company's
significant net working capital deficit and operating losses.

The company incurred losses (after accretion of mandatorily
redeemable convertible preferred stock, including accrued
dividends) of around $3,333,000 and $2,661,000 for the years ended
May 31, 2008, and 2007.  Losses are expected to continue until
First Surety Corporation, a wholly owned subsidiary of the
company, develops substantial business.  While improvement is
anticipated as the company's business plan is implemented,
restrictions on the use of First Surety 's assets, the company's
significant deficiency in working capital and stockholders' equity
raise substantial doubt about the company's ability to continue as
a going concern.

Management intends to improve cash flow through the implementation
of its business plan.  Additionally, management continues to seek
to raise additional funds for operations through private
placements of stock, other long-term or permanent financing, or
short-term borrowings.  However, the company cannot be certain
that it will be able to continue to obtain adequate funding in
order to reasonably predict whether it will be able to continue as
a going concern.    

The company posted a net loss of $1,861,625 on total revenues of
$957,142 for the year ended May 31, 2008, as compared with a net
loss of $1,328,266 on total revenues of $823,339 in the prior
year.

At May 31, 2008, the company's balance sheet showed $5,777,766 in
total assets, $4,307,376 in total liabilities and $12,245,799 in
Total Mandatorily Redeemable Preferred Stock, resulting in a
$10,775,409 stockholders' deficit.  

A full-text copy of the company's 2008 annual report is available
for free at http://ResearchArchives.com/t/s?3234

                    About Jacobs Financial

Headquartered in Charleston, West Va., Jacobs Financial Group,
Inc. (OTC BB: JFGI) -- www.jacobs-financial.com/ -- through its
subsidiaries, provides investment advising, investment management,
surety business, security brokerage, and related services.  
Subsidiaries include Jacobs & Co., which provides investment
advisory services; FS Investments, a holding company organized to
develop surety business through the formation and acquisition of
companies engaged in the issuance of surety bonds and FSI's
wholly-owned subsidiary Triangle Surety Agency, which places
surety bonds with insurance companies. Subsidiary Crystal Mountain
Water holds mineral property in Arkansas.


LEHMAN BROTHERS: Free Copies of Lehman Brothers Bankruptcy News
---------------------------------------------------------------
Copies of the first five issues of LEHMAN BROTHERS BANKRUPTCY NEWS
are available at http://bankrupt.com/lehman/at no charge and  
report in detail about the dramatic events that have transpired in
Lehman Brothers Holdings Inc.'s chapter 11 proceeding this past
week.  

Providing an efficient and affordable way for professionals and
their clients to monitor Lehman Brothers' insolvency proceedings,
LEHMAN BROTHERS BANKRUPTCY NEWS is distributed on a subscription
basis by e-mail for $45 per issue.  New issues are published as
significant activity occurs (generally every 10 to 20 days) in the
company's chapter 11 case.  Single issues can be purchased at
http://bankrupt.com/newsstand/using a major credit card.

For further information about LEHMAN BROTHERS BANKRUPTCY NEWS,
contact:  

    Peter A. Chapman
    Bankruptcy Creditors' Service, Inc.
    572 Fernwood Lane
    Fairless Hills, PA 19030
    Telephone (215) 945-7000
    Fax (215) 945-7001
    peter@bankrupt.com
    http://www.bankrupt.com/


LEHMAN BROTHERS: Wins Nod on $1.7BB Sale of Units to Barclays
-------------------------------------------------------------
Judge James M. Peck of the U.S. Bankruptcy Court for the Southern
District of New York approved Lehman Brothers Holdings, Inc.'s
request to sell Lehman Brothers, Inc., which runs its U.S.
brokerage assets, two days after the proposal was submitted to
the Court, and five days after the Holding company entered
chapter 11.  The Sale Hearing concluded at approximately 1:40
a.m. Saturday morning with, literally, a round of applause in
Judge Peck's courtroom.  

Despite a limited opportunity to stop the sale, about 90 parties
filed objections in Court, and many more packed the courtroom in
order to, among other things, seek a delay or clarifications
regarding the deal.  Creditors called for a delay of the sale to
accommodate competing bids for LBI and to seek disclosure about
their billions of claims and collateral affected by the rush-
sale.  The Official Committee of Unsecured Creditors, however,
did not file an objection, citing that there was no viable
alternative.

Representatives of the Federal Reserve, the U.S. Treasury
Department, the Securities and Exchange Commission and the Office
of the U.S. Trustee arrived in Court to urge the Judge Peck to
approve the $1.7-billion sale, arguing the global financial
markets would be harmed by a delay.

Judge Peck approved the deal and acknowledged that rejecting the
sale "could prove to be truly disastrous" given the 10,000 jobs
and billions of customer accounts at stake.

Harvey Miller, Esq., at Weil Gotshal & Manges, LLP, said a
rejection of the deal would have resulted to a "major shock to
the financial system."  He said said there were accounts totaling
$138 billion that depended on the sale.

Courtroom observers gasped Friday when Mr. Miller announced that
LBI has $47.4 billion of securities and $45.5 billion of
liabilities to be assumed by Barclays, or a net value of $1.9
billion -- a reduction from the $72 billion in securities and $68
debts, or a net value of $4 billion.  Lehman's headquarters
building in New York and two data centers in New Jersey were
valued at $1.29 billion -- a reduction of up to $200 million from
earlier estimates.  Barclays will also assume as much as $2.5
billion in liabilities related to Lehman workers, 10,000 of whom
are to be absorbed by Barclays, and about $1.5 billion in costs
for altering contracts.

The facts, Mr. Miller told Judge Peck, show that the ice cube's
melting.  If the Barclays transaction isn't approved now, Mr.
Miller stressed, there won't be any business left to sell to
anybody.  

"The old deal had Barclays giving Lehman the first $500 million
in profit on sales of some assets and splitting the profit on
next $500 million," The Wall Street Journal reported.  "In the
new deal that is gone."

LBI and other units that were not part of the Chapter 11 filing
were included in the sale.  The Securities Investor Protection
Corp. began a liquidation proceeding Sept. 19 that would pave way
for the sale of LBI.  James W. Giddens, who was appointed as
trustee for the SIPA liquidation of LBI on Sept. 19, says that
after reviewing the Asset Purchase Agreement, having made
reasonable inquiries, and on the understanding that the SIPC,
SEC, and the Fed, among others, support the transaction, he has
determined that the course of action is in the best interests of
LBI's customers, creditors, and the general estate.

Rich Ricci, Barclays' asset management and investment banking
chief operating officer, will be chief executive officer of LBI  
for about three months, to oversee the integration.

The courtroom broke into applause when the sale hearing closed at
12:41 a.m. New York time, after it started at 4 p.m.  The sale
has been approved only five days after Lehman Brothers petitioned
for Chapter 11, which caused financial turmoil around the globe.

Judge Peck approved the sale despite arguments by creditors that
the sold assets could fetch more from competing bidders and that
Lehman failed to provide adequate disclosure about the specific
assets and debts included in the transaction.

                     About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com-- is the  
fourth largest investment bank in the United States.  For more
than 150 years, Lehman Brothers has been a leader in the global
financial markets by serving the financial needs of corporations,
governmental units, institutional clients and individuals
worldwide.  Through its team of more than 25,000 employees, Lehman
Brothers offers a full array of financial services in equity and
fixed income sales, trading and research, investment banking,
asset management, private investment management and private
equity.  Its worldwide headquarters in New York and regional
headquarters in London and Tokyo are complemented by a network of
offices in North America, Europe, the Middle East, Latin America
and the Asia Pacific region.  The firm, through predecessor
entities, was founded in 1850.

Lehman filed for chapter 11 bankruptcy September 15, 2008 (Bankr.
S.D.N.Y. Case No.: 08-13555).  Lehman's bankruptcy petition listed
$639 billion in assets and $613 billion in debts, effectively
making the firm's bankruptcy filing the largest in U.S. history.  
The September 15 Chapter 11 filing by Lehman Brothers Holdings,
Inc., does not include any of its subsidiaries.

Subsidiary LB 745 LLC, submitted a Chapter 11 petition on Sept. 16
(Case No. 08-13600).

The Debtors' bankruptcy cases are handled by Judge James M. Peck.  
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

Dennis F. Dunne, Esq., Luc A. Despins, Esq., and Wilbur F. Foster,
Jr., Esq., at MILBANK, TWEED, HADLEY & McCLOY LLP, in New York,
and Paul Aronzon, Esq., and Gregory A. Bray, Esq., at MILBANK in
Los Angeles, California, represent the official unsecured
creditors committee.

                International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd. These are currently the only UK incorporated
companies in administration.  Tony Lomas, Steven Pearson, Dan
Schwarzmann and Mike Jervis, partners at PricewaterhouseCoopers
LLP, have been appointed as joint administrators to Lehman
Brothers International (Europe) on September 15, 2008. The joint
administrators have been appointed to wind down the business.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on September 16.  
The two units of Lehman Brothers Holdings, Inc., which has filed
for bankruptcy protection in the U.S. Bankruptcy Court for the
Southern District of New York, have combined liabilities of JPY4
trillion -- US$38 billion).  Lehman Brothers Japan Inc. reported
about JPY3.4 trillion ($33 billion) in liabilities in its
petition.  Akio Katsuragi, a former Morgan Stanley executive, runs
Lehman's Japan units.

Lehman Brothers Asia Limited, Lehman Brothers Securities Asia
Limited and Lehman Brothers Futures Asia Limited have suspended
its operations with immediate effect, including ceasing to trade
on the Hong Kong Securities Exchange and Hong Kong Futures
Exchange, until further notice.  The Asian units' asset management
company, Lehman Brothers Asset Management Limited, will continue
to operate on a business as usual basis.  A further notice
concerning the retail structured products issued by or arranged by
any Lehman Brothers group company will be issued as soon as
possible, a press statement said.

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


LEHMAN BROTHERS: Creditors Say Sale Approval Is Premature
---------------------------------------------------------
An informal group of unidentified Lehman Brothers Holdings Inc.
bondholders represented by Akin Gump Strauss Hauer & Feld LLP said
while they are aware of the extraordinary circumstances that led
to the bankruptcy filing, these exigencies do not justify approval
of the sale at this time.  The Informal LBHI Bondholder Group told
the U.S. Bankruptcy Court for the Southern District of New York
that the Debtors have not "(a) engaged in a formal marketing
process focused on the specific assets to be sold or (b)
considered other potential viable alternatives to maximize the
value of their estates in this changing economic climate."  The
Bondholders said the Debtors have not satisfied the objective set
forth in bankruptcy law that they obtain the highest price or
greatest overall benefit possible for the estate.  The Bondholders
noted that LBHI acknowledged that:

   (a) the specific assets to be soled were never marketed other
       than in the context of a sale of the entire Lehman
       enterprise;

   (b) the Federal Reserve, and not them, brokered the sale of
       the Purchased Assets to Barclays; and

   (c) since Barclays was identified as the proposed purchaser,
       no effort have been made by anybody to obtain higher and
       better offers for the purchased assets.

The Bondholders said that the Debtors' failure to engage in
proper sale and marketing process for LBI and other purchased
assets, and the recent positive events for the nation's economy
warrant the disapproval of the sale.  Parties have noted that
U.S. Treasury and the Federal Reserve have committed to draft a
bail out plan aimed at forming an agency to absorb bad debt of
banks and brokerages.  U.S. stocks have rebounded Friday
following the bailout announcement.

Hedge fund Harbinger Capital Partners and its affiliates, owed at
least $250,000,000 by Lehman Brothers Special Financing, Inc., a
non-debtor registered broker-dealer of LBI, argued that the sale
was not justified.  Harbinger, which said that the debt was
guaranteed by LBHI, noted that LBI has not been placed into any
proceedings under Chapter 11 or SIPA and hence creditors have no
basis on which to assess the proposed sale.  Harbinger Funds
asked the Court to withhold approval of the proposed sale until
the sellers disclose the fundamental financial details necessary
to determine the fairness of the transaction.

The SIPC commenced SIPA proceedings for LBI on Sept. 19, the same
day the Bankruptcy Court approved the sale of LBI.

Judge James Peck rejected the Bondholders' requests for delay
based on their optimism.

              Creditors Ask on Billions of Collateral

JPMorgan Chase Bank, N.A., the principal clearing bank for LBI,
handles a large volume of securities, cash and other transactions
for LBI's benefit and makes substantial advances for LBI's
benefit on a daily basis.  According to Amy R. Wolf, Esq., at
Wachtell, Lipton, Rosen & Katz, in New York, as of Friday
morning, JPMC had an outstanding advance of $15.8 billion under
their Clearance Agreement and an outstanding "fail advance" of
$7.4 billion made after the close of trading on Sept. 18.  She
noted that all advances are secured by cash and securities in
accounts held by JPMC, which if lifted, will result to JPMC not
adequately protected for the advances.  "To the extent that the
Debtor proposes to sell any of the LBI Collateral to Barclays, it
must first discharge any outstanding advances made by JPMC that
are secured by the LBI Collateral, and ensure that JPMC is
relieved of any further obligations to make advances," she said.

DCI Umbrella and Lehman Brothers International (Europe) are
parties to a 1992 ISDA Master Agreement dated July 8, 2005.  DCI
said that Lehman has defaulted Sept. 15, and it has sought
delivery of the collateral pledged in connection with the
agreement.  DCI said that, after reviewing the definitions in the
APA, it was unable to determine with certainty whether its
collateral is included or excluded from the sale.

The Walt Disney Company said it won't object to the proposed sale
if LBH makes clear that it is not transferring assets of Lehman
Brothers Commercial Corporation free and clear of claims of TWDC
and its affiliates.  LBCC allegedly owes $107 million worth of
foreign currencies to TWDC, which are guaranteed by Lehman
Brothers Holdings.

           RBC, et al., Fight Inclusion of Non-Debtors,
                       Want Proceeds Frozen

Wells Fargo Bank, N.A., which asserts claims on account of ISDA
master agreements against LBHI and its non-debtor units, noted
that the Debtors are "attempting to sell unidentified assets of
various unindentifed, non-debtor subsidiaries and affiliates for
an unidentified purchase price."  Wells Fargo said that while it
does not want to impede the Barclays sale, the Debtors should
provide complete information to creditors.  Scott D. Talmadge,
Esq., at Kaye Scholer LLP, in New York, noted that with the
exception of LBI, non-debtor entities are not even parties to the
APA.

Martin J. Bienenstock, Esq., at Dewey & Leboeuf LLP, in New York,
who represents Royal Bank of Scotland plc and ABN ABN AMRO NV,
said that at the Sept. 17 hearing, the Debtors' representatives
informed RBS that assets of non-debtor units were not being sold
and references of the subsidiaries' assets being included in the
APA were erroneous.  However, Mr. Bienenstock says that as of
Sept. 19, he has not received a corrected version of the APA, and
the APA includes numerous references in implying that assets of
the Debtors' non-debtor subsidiaries are being transferred.  RBS
and ABN AMRO, which entered into derivatives transactions with
several of the Debtors' subsidiaries, said that the any sale
order should clarify that LBHI is not transferring assets of non-
debtors free and clear of rights and claims of RBS and its
affiliates.  The Toronto-Dominion Bank, a party to over-the-
counter derivative transactions with LBI and its units joins in
the concerns raised by RBS.

Elliott Associates, L.P., Elliott International, L.P., and The
Liverpool Limited Partnership, are creditors of Lehman Brothers
Special Financing Inc., Lehman Brothers Commodity Services Inc.,
and Lehman Brothers International (Europe), all non-debtors
before the U.S. Bankruptcy Court.  The Elliot Entities asked the
Court to:

   -- specifically reserve jurisdiction to decide any dispute
      regarding the proper allocation of the proceeds of the
      Barclays Sale, and require that the Debtors provide prior
      notice to all parties in interest of any proposed
      allocation; and

   -- defer any determinations concerning transfers that may be
      made by non-debtor subsidiaries until the contours of the
      Barclays Sale have been determined by the parties and
      revealed to the Court and parties-in-interest.

Matthew J. Gold, Esq., at Kleinberg, Kaplan, Wolf & Cohen, P.C.,
in New York, says the Debtors' motion papers with respect to the
Barclays Sale are "extremely vague with regard to many of the
critical terms of the proposed sale -- like which assets are
being sold and by whom."  According to Mr. Gold, this vagueness
is partly a function of the Debtors' failure to file or post
on-line any of the schedules to the Asset Purchase Agreement, and
partially a function of the broad definitions used.  Mr. Gold
adds that the Asset Purchase Agreement is also vague in terms of
who gets the proceeds of sale.  Mr. Gold says, without Court
oversight, it is improper to delegate the allocation of the
proceeds to Barclays or the Debtors.  Mr. Gold also notes that
the proposed order submitted by the Debtors would have the Court
find that the consideration paid constitutes reasonably
equivalent value or fair value.  "The Court lacks jurisdiction to
make any determination regarding conveyances made by non-debtors
to non-debtors."

Diversified Credit Investments LLC, as agent for The Government
of Singapore Investment Corporation PTE, Ltd., told the Court
that GIC and non-debtor subsidiary Lehman Brothers Special
Financing, Inc., are parties to a 1992 ISDA Master Agreement,
wherein GIC pledged certain collateral.  Lehman Brothers'
bankruptcy filing constituted an event of default and thus GIC
demanded the immediate delivery of the Collateral.  Howard D.
Ressler, Esq., at Diamond McCarthy LLP, in New York, relates that
upon reviewing the Sale Motion, GIC cannot determine with any
degree of certainty whether its Collateral is included or
excluded from the proposed sale.  Mr. Ressler said GIC's counsel
has contacted the Debtors' counsel and has asked for assurances
that the Collateral is not part of the sale.  However, Mr.
Ressler says, the Debtors' counsel responded in silence.

The Ad Hoc Committee of bondholders of the Main Street Natural
Gas, Inc., Gas Project Revenue Bonds, Series 2008A consists of
these bondholders who collectively hold in excess of 33% of the
outstanding principal amount of the Bonds:

   -- Capital Research and Management Company,
   -- Franklin Federal Intermediate-Term Tax-Free Income Fund,
   -- Franklin Federal Tax-Free Income Fund,
   -- Franklin Georgia Tax-Free Income Fund,
   -- Franklin High Yield Tax-Fee Income Fund,
   -- Fundamental Advisors, LP,
   -- Oppenheimer Funds, Inc.,
   -- Independence Holding Co.,
   -- The Vanguard Group, Inc., and
   -- Allstate Insurance Company.

Representing the Main Street Bondholders, Kevin M. Lippman, Esq.,
at Munsch Hardt Kopf & Harr, P.C., in Dallas, Texas, said the
Sale Motion fails to adequately identify whether the assets of
non-debtor subsidiary Lehman Brothers Commodity Services, Inc.,
are included or implicated in the assets being sold to Barclays
Capital.  "A clear understanding of what assets are included is
imperative so that the Ad Hoc Committee can evaluate the impact
the sale may have on Lehman Commodity's ability to satisfy its
obligations under the Purchase  Agreement," Mr. Lippman said.

Bay Harbour Management L.C., Bay Harbour Master Ltd., Trophy
Hunter Investments, Ltd., BHCO Master, Ltd., MSS Distressed &
Opportunities 2 and Institutional Benchmarks have prime brokerage
accounts with Lehman Brothers International (Europe) and Lehman
Brothers, Inc., as agent.  David S. Rosner, Esq., at Kasowitz,
Benson, Torres & Friedman LLP, in New York, told the Court that
cash and securities that are owned by Bay Harbour appears to have
been siphoned from London to the United States as part of an $8
billion asset transfer and then "trapped" by the Debtors'
midnight bankruptcy filing.  It is undisputed that Bay Harbour
did not get any money out of this transfer, Mr. Rosner notes.  
And it is clear, Mr. Rosner says, that Barclays will be receiving
a substantial portion of cash and securities held by the Debtors
and Lehman Brothers Inc.  "It is possible that some or all of
this cash and securities may derive from the Defalcated Assets or
that the transfer of the Defalcated Funds may have been
manipulated to prop up [Lehman Brothers Inc.] for sale, or
otherwise used for the Debtors' and its affiliates' operations."

According to Mr. Rosner, the Barclays Sale threatens to further
dissipate the ability of Lehman Brothers International (Europe)'s
Administrator and customers to recover their rightful property
and to protect Barclays from claims to this cash, without an
opportunity for discovery on very short notice.   "Approving the
Barclays Sale would set a very dangerous precedent that the
exigency of a sale allows a debtor to eviscerate creditors rights
in ways expressly prohibited by the Bankruptcy Code and
applicable law," Mr. Rosner stated.

Bay Harbour asserts that the Debtors should not be allowed to
sell assets they do not own.  Since the Court has no record at
this time to determine that the Debtors own the Purchased Assets,
the Court has no substantive ability to adjudicate that the
Debtors own the Purchased Assets and that Barclays obtain good
title to those assets under the sale.  Should the Court approve
the Sale, Bay Harbour contends that the Sale Order must make
clear that:

   (i) Barclays will not be acquiring title to assets or their
       proceeds that the Sellers do not own and these assets or
       their value may be recovered;

  (ii) parties with claims to ownership or constructive trust to
       assets subject to the Sale will have the right to assert
       their ownership claims against Barclays; and

(iii) cash and securities totaling at least $8 billion of
       securities to be transferred to or from Barclays should be
       frozen pending a final determination with respect to the
       rights to those cash and securities in plenary litigation.

All cash to be transferred pursuant to the Purchase Agreement
should be placed into segregated accounts pending the outcome of
litigation, Mr. Rosner adds.  Bay Harbour also asserts that
Barclays may not be a good faith purchaser because it was
involved with the Lehman entities before it "walked away" and it
may have known of the asset stripping.  Thus, Mr. Rosner says,
the Court should not adopt any finding that insulates Barclays
from successor liability from customer ownership and constructive
trust claims to any customer property.  Bay Harbour further asks
the Court to compel the Debtors to clarify, among other things:

   -- what assets are being sold;

   -- what value the Debtors are providing;

   -- what are the intercompany claims and what, if any, are
      being released; and

   -- the uses of the Defalcated Funds.

Overstock.com Inc., Novastar Financial Inc., and their
shareholders said the Debtors proposed for the sale of assets and
the assumption of liabilities of Lehman Brothers Inc., ignoring
the fact that LBI is not a debtor whose assets and liabilities
are not subject to the protections of the Bankruptcy Code.   

Overstock, et al., further said that the proposed sale also blurs
the corporate structures and commingle the Debtors and LBI, their
assets and liabilities so to effectuate the transfer of assets
under Section 363 of the Bankruptcy Code.  They stressed that the
Debtors proposed to sell non-estate assets while requesting
bankruptcy estate asset protections.    

The Chicago Mercantile Exchange demanded LBI to give confirmation
that the proposed sale is consistent with CME's rules concerning
identifiable customer securities, property, or commodity
contracts of LBI to Barclays before the purchase agreement is
executed.

               Lehman UK Creditors, Administrators
                       Want Claims Preserved

Amber Capital,investment manager to Amber Master Fund (Cayman)
SPC, complained that the sale fails to protect the interests of
the creditors of Lehman Brothers International (Europe), the
Lehman UK subsidiary, from which, according to reports LBHI swept
$8-billion cash as part of a weekly intercompany transaction,
three days before LBHI filed for Chapter 11 protection.  The
procedures of that intercompany transaction, provides that the
cash swept must be reversed.  The $8-billion, however, was not
reversed, nor did LBHI provide LBIE any assets in return for the
Cash.  David M. LeMay, Esq., at Chadbourne & Parker LLP, in New
York, said that certain assets that may be included in the sale
may have been misappropriated from LBIE.  Amber said that the
sale proceeds must be frozen until those issues are resolved.

GLG Partners LP, a creditor and account holder at Lehman Brothers
International (Europe), said the proposed order approving the
sale does not protect the interests of creditors of LBIE, which
is in administration.  It said that certain assets that may be
included as part of the sale to Barclays Capital Inc., may have
been misappropriated from LBIE by the Debtors in advance of their
bankruptcy filing.

The joint administrators of the Lehman European Group before
certain insolvency proceedings the United Kingdom, say they do
not object to the proposed sale to Barclays.  Martin Flics, Esq.,
at Linklaters, LLP, in New York, said that due to the close
connection among the businesses of the Debtors, LBI and Lehman
Europe, the Administrators want clarification that their claims,
if any, in connection with certain transfers of securities, will
be preserved.  According to the Administrators, comprising three
partners of PricewaterhouseCoopers LLP, their initial
investigation has revealed significant transfers of securities
from Lehman European Group to and/or through LBI or the Debtors
have taken place, but that the reimbursement in respect of those
securities and ad any margin posted in connection with them was
not made.

                       Transaction Approved

In his ruling approving the sale, Judge Peck finds that good and
sufficient reasons for approval of the Purchase Agreement and the
Sale have been articulated by the Debtors, the Creditors'
Committee and government officials, and the transaction is in the
best interests of the Debtors, their estates, their creditors and
other parties in interest.

Judge Peck finds that the Debtors have demonstrated good,
sufficient and sound business purposes and justifications and
compelling circumstances for the Sale under Sec. 363(b) of the
Bankruptcy Code before, and outside of, a plan of reorganization.  
The immediate consummation of the Sale with Barclays is
necessary, Judge Peck says, and appropriate to maximize the value
of the Debtors' estates, particularly given the wasting nature of
the Purchased Assets.

Judge Peck is convinced that Barclays' offer is the highest and
best and will provide a greater recovery for the Debtors' estates
than would be provided by any other available alternative.  The
Debtors' determination that the Purchase Agreement constitutes
the highest and best offer for the Purchased Assets, Judge Peck
finds, constitutes a valid and sound exercise of the Debtors'
business judgment

Judge Peck directs that any and all valid and perfected Interests
in Purchased Assets will attach to the Sale Proceeds in the order
of priority, and with the same validity, force and effect which
they now have against the Purchased Assets.  If further hears are
necessary to sort out disputes about the Sale Proceeds, the Court
will hold them.  

                     About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com-- is the  
fourth largest investment bank in the United States.  For more
than 150 years, Lehman Brothers has been a leader in the global
financial markets by serving the financial needs of corporations,
governmental units, institutional clients and individuals
worldwide.  Through its team of more than 25,000 employees, Lehman
Brothers offers a full array of financial services in equity and
fixed income sales, trading and research, investment banking,
asset management, private investment management and private
equity.  Its worldwide headquarters in New York and regional
headquarters in London and Tokyo are complemented by a network of
offices in North America, Europe, the Middle East, Latin America
and the Asia Pacific region.  The firm, through predecessor
entities, was founded in 1850.

Lehman filed for chapter 11 bankruptcy September 15, 2008 (Bankr.
S.D.N.Y. Case No.: 08-13555).  Lehman's bankruptcy petition listed
$639 billion in assets and $613 billion in debts, effectively
making the firm's bankruptcy filing the largest in U.S. history.  
The September 15 Chapter 11 filing by Lehman Brothers Holdings,
Inc., does not include any of its subsidiaries.

Subsidiary LB 745 LLC, submitted a Chapter 11 petition on Sept. 16
(Case No. 08-13600).

The Debtors' bankruptcy cases are handled by Judge James M. Peck.  
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

Dennis F. Dunne, Esq., Luc A. Despins, Esq., and Wilbur F. Foster,
Jr., Esq., at MILBANK, TWEED, HADLEY & McCLOY LLP, in New York,
and Paul Aronzon, Esq., and Gregory A. Bray, Esq., at MILBANK in
Los Angeles, California, represent the official unsecured
creditors committee.

                International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd. These are currently the only UK incorporated
companies in administration.  Tony Lomas, Steven Pearson, Dan
Schwarzmann and Mike Jervis, partners at PricewaterhouseCoopers
LLP, have been appointed as joint administrators to Lehman
Brothers International (Europe) on September 15, 2008. The joint
administrators have been appointed to wind down the business.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on September 16.  
The two units of Lehman Brothers Holdings, Inc., which has filed
for bankruptcy protection in the U.S. Bankruptcy Court for the
Southern District of New York, have combined liabilities of JPY4
trillion -- US$38 billion).  Lehman Brothers Japan Inc. reported
about JPY3.4 trillion ($33 billion) in liabilities in its
petition.  Akio Katsuragi, a former Morgan Stanley executive, runs
Lehman's Japan units.

Lehman Brothers Asia Limited, Lehman Brothers Securities Asia
Limited and Lehman Brothers Futures Asia Limited have suspended
its operations with immediate effect, including ceasing to trade
on the Hong Kong Securities Exchange and Hong Kong Futures
Exchange, until further notice.  The Asian units' asset management
company, Lehman Brothers Asset Management Limited, will continue
to operate on a business as usual basis.  A further notice
concerning the retail structured products issued by or arranged by
any Lehman Brothers group company will be issued as soon as
possible, a press statement said.

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


LEHMAN BROTHERS: SIPC Starts Liquidation Proceedings Against LBI
----------------------------------------------------------------
The Securities Investor Protection Corporation commenced a
liquidation proceeding under the Securities Investor Protection
Act of 1970, as amended, 15 U.S.C. Section 78aaa, et seq.,
against Lehman Brothers, Inc., before the U.S. District Court for
the Southern District of New York (Case No. 08-8119).  The
proceedings have been removed to the Bankruptcy Court, in two
adversary proceedings, Nos. 08-01419 and 08-01420.

Barclays Capital, Inc.'s $1.7-billion asset purchase agreement
with Lehman Brothers Holdings, Inc., in connection with the sale
of LBI to Barclays contemplates the initiation of this SIPA
proceeding and the SIPA Trustee's consent to the sale and Judge
James Peck's further approval of the transaction in the SIPA
Proceeding.

LBI is a broker-dealer registered with the U.S. Securities and
Exchange Commission and the Commodity Futures Trading Commission,
a member of the Financial Industry Regulatory Authority, and a
member of SIPC.  Under SIPA Section 78eee(a)(3), SIPC has
jurisdiction over broker-dealers that are members of SIPC.

In its complaint, the SIPC said that customers of LBI are in need
of the protections afforded under the SIPA, citing that LBI has
failed to meet its obligations to its customers.  One of those
obligations, LBI's inability to meet its obligations to customers
as they mature, Kenneth J. Caputo, senior associate general
counsel of SIPC, said.

The SIPC has designated:

          James W. Giddens, Esq.
          Hughes Hubbard & Reed LLP
          One Battery Park Plaza
          New York, NY 10004-1482
          Telephone (212) 837-6060
          Fax (212) 422-4726

as trustee, and Mr. Giddens' law firm as his counsel, for the
SIPA liquidation of LBI.

The filing of the Complaint and Application operate, pursuant to
11 U.S.C. Section 362(a), as an automatic stay.  SIPA Section
78eee(b)(2)(B)(i) provides that the Court "shall stay any pending
bankruptcy, mortgage foreclosure, equity receivership, or other
proceeding to reorganize, conserve, or liquidate the debtor or
its property and any other suit against any receiver,
conservator, or trustee of the debtor or its property. . ."

The SIPC has requested the Court to enter an order staying all
persons and entities for a period of 21 days after the date of
from enforcing liens or pledges against the property of LBI and
from exercising any right of set-off, without first receiving the
written consent of SIPC.

Mr. Giddens, as trustee for the SIPA liquidation of LBI, has
asked the Bankruptcy Court to approve the sale of LBI to
Barclays.

                         SIPC's Statement

The Securities Investor Protection Corporation (SIPC), which
maintains a special reserve fund authorized by Congress to help
investors at failed brokerage firms, issued the following
statement in relation to the SIPC member, Lehman Brothers Inc.
(LBI).

SIPC President Stephen Harbeck said:

"On Friday, September 19, 2008, SIPC will file a proceeding
placing LBI in liquidation under the Securities Investor
Protection Act (SIPA).  After extensive discussions and
consultation with representatives of the firm and its parent
company, as well as representatives of the Securities and Exchange
Commission, the Federal Reserve, the Commodity Futures Trading
Commission, the Financial Industry Regulatory Authority and
others, SIPC has decided that such action is appropriate for the
protection of customers and to facilitate the transfer of customer
accounts of LBI and an orderly unwinding of the business of the
brokerage firm.

"This action is being taken in connection with a proposed sale of
the business of the broker-dealer to Barclays Capital Inc.  A
hearing on approval of that sale is scheduled for September 19,
2008, at 4 p.m., in the Chapter 11 proceeding of the parent
company, LBHI.

"To provide clarity to market participants, I would note the
following:

     * SIPC's initiation of the proceeding is designed to
       minimize market disruption and to allow the transfer of
       assets and customer accounts of LBI to close in a timely
       manner under the negotiated Asset Purchase Agreement.

     * SIPC will ask the court where the SIPA proceeding is filed
       to allow the Trustee to operate the business of the firm
       for a limited time so that normal operations can continue.

     * SIPC continues to consult and coordinate with the above-
       mentioned federal agencies and others to ensure orderly
       market functioning.

"SIPC remains vigilant and committed to our core mission of
customer protection."

                            About SIPC

The Securities Investor Protection Corporation is the U.S.
investor's first line of defense in the event a brokerage firm
fails, owing customer cash and securities that are missing from
customer accounts.  SIPC either acts as trustee or works with an
independent court-appointed trustee in a brokerage insolvency
case to recover funds.  The statute that created SIPC provides
that customers of a failed brokerage firm receive all non-
negotiable securities -- such as stocks or bonds -- that are
already registered in their names or in the process of being
registered.  At the same time, funds from the SIPC reserve are
available to satisfy the remaining claims of each customer up to
a maximum of $500,000.  This figure includes a maximum of
$100,000 on claims for cash.  From the time Congress created it
in 1970 through December 2006, SIPC has advanced $505 million in
order to make possible the recovery of $15.7 billion in assets
for an estimated 626,000 investors.

                     About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com-- is the  
fourth largest investment bank in the United States.  For more
than 150 years, Lehman Brothers has been a leader in the global
financial markets by serving the financial needs of corporations,
governmental units, institutional clients and individuals
worldwide.  Through its team of more than 25,000 employees, Lehman
Brothers offers a full array of financial services in equity and
fixed income sales, trading and research, investment banking,
asset management, private investment management and private
equity.  Its worldwide headquarters in New York and regional
headquarters in London and Tokyo are complemented by a network of
offices in North America, Europe, the Middle East, Latin America
and the Asia Pacific region.  The firm, through predecessor
entities, was founded in 1850.

Lehman filed for chapter 11 bankruptcy September 15, 2008 (Bankr.
S.D.N.Y. Case No.: 08-13555).  Lehman's bankruptcy petition listed
$639 billion in assets and $613 billion in debts, effectively
making the firm's bankruptcy filing the largest in U.S. history.  
The September 15 Chapter 11 filing by Lehman Brothers Holdings,
Inc., does not include any of its subsidiaries.

Subsidiary LB 745 LLC, submitted a Chapter 11 petition on Sept. 16
(Case No. 08-13600).

The Debtors' bankruptcy cases are handled by Judge James M. Peck.  
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

Dennis F. Dunne, Esq., Luc A. Despins, Esq., and Wilbur F. Foster,
Jr., Esq., at MILBANK, TWEED, HADLEY & McCLOY LLP, in New York,
and Paul Aronzon, Esq., and Gregory A. Bray, Esq., at MILBANK in
Los Angeles, California, represent the official unsecured
creditors committee.

                International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd. These are currently the only UK incorporated
companies in administration.  Tony Lomas, Steven Pearson, Dan
Schwarzmann and Mike Jervis, partners at PricewaterhouseCoopers
LLP, have been appointed as joint administrators to Lehman
Brothers International (Europe) on September 15, 2008. The joint
administrators have been appointed to wind down the business.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on September 16.  
The two units of Lehman Brothers Holdings, Inc., which has filed
for bankruptcy protection in the U.S. Bankruptcy Court for the
Southern District of New York, have combined liabilities of JPY4
trillion -- US$38 billion).  Lehman Brothers Japan Inc. reported
about JPY3.4 trillion ($33 billion) in liabilities in its
petition.  Akio Katsuragi, a former Morgan Stanley executive, runs
Lehman's Japan units.

Lehman Brothers Asia Limited, Lehman Brothers Securities Asia
Limited and Lehman Brothers Futures Asia Limited have suspended
its operations with immediate effect, including ceasing to trade
on the Hong Kong Securities Exchange and Hong Kong Futures
Exchange, until further notice.  The Asian units' asset management
company, Lehman Brothers Asset Management Limited, will continue
to operate on a business as usual basis.  A further notice
concerning the retail structured products issued by or arranged by
any Lehman Brothers group company will be issued as soon as
possible, a press statement said.

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


LEHMAN BROTHERS: Neuberger Berman Unit Could Fetch $5 Billion
-------------------------------------------------------------
Lehman Brothers Holdings, Inc., is in discussions regarding a
sale of its investment-management unit, which includes Neuberger
Berman, to private-equity firms Bain Capital LLC and Hellman &
Friedman LLC, which could fetch around $5 billion, Bloomberg News
reports.

"The impact of the joint bid for Lehman's asset management
business will be unclear until the terms" of the auction process
are disclosed, Bloomberg News quoted David Pauker, of managing
director of Goldin Associates, a restructuring firm.

Charlie Gasparino, on-Air Editor at CNBC.com, reports that a
joint deal to acquire the investment management unit makes sense
to firms, who would have to commit $1.75 to $2.5 billion to buy
the business.

Reports say that Neuberger Berman have been taking bids from  
five private equity firms reported as possible buyers Kohlberg
Kravis Roberts, Hellman & Friedman, Clayton Dubilier & Rice, Bain
Capital, and CVC Capital Partners.

Neuberger Berman is one of Lehman's few profit-making divisions.  

                    Precious Artwork Collection

Neuberger Berman was founded in 1939 to show off his art
collection.  Neuberger has had a fund since 1990 to buy works
from emerging to mid-career artists.  These artists include
Marlene Dumas, Andreas Gursky, Takashi Murakami, Neo Rauch, and
Sam Taylor-Wood.

According to Bloomberg News, Lehman which owns about 3,500
contemporary artworks that have been displayed
in the investment bank's offices around the world, and the fate
of the collection is unclear.  "It remains to be seen whether the
new owner will keep the collection intact or sell the pieces off
while the art market is strong," says Artinfo.

                    Bidders Trim Down To Three

The race to buy Neuberger has come down to private equity firms
Clayton, Dubilier & Rice, Hellman & Friedman and Bain Capital,
according to Private Equity News.

Henry Ramallo, a managing director and senior portfolio manager
of Neuberger, said Carlyle group had dropped out of the race.  
"I don't think Kohlberg Kravis Roberts has done enough due
diligence," Mr. Ramallo added.

Mr. Ramallo said he did not know where the private equity firms
were going to get their finance but had no doubt they would.

Private Equity News reported that Mr. Ramallo disclosed to that
Neuberger has $130,000,000 dollars of assets under management.  
The bulk of this, $70,000,000,000, is in fixed income securities
and $60,000,000,000 is in equities.  Mr. Ramallo adds that only
$9,000,000,000 of this has come through Lehman Brothers.

                KKR Likely to Get Nuberger Berman

Kohlberg Kravis Roberts is the likely acquirer of the asset
management businesses of Lehman, AsianInvestor reported.  
According to the report, KKR has recently announced its intent to
diversify its Lehman business to public equities, infrastructure,
real estate and mezzanine debt -- all areas covered by Lehman
Brothers Asset Management and U.S. affiliate Neuberger Berman.

According to AsianInvestor, one of the key details in the
discussion is how to treat an approximately $400,000,000 of
funding obligations across LBAM portfolios to the parent, LBH,
which is its biggest single investor.  AsianInvestor said it is
not clear whether a buyer like KKR would be willing to fund
these, now that LBH has been declared bankrupt.

                     About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com-- is the  
fourth largest investment bank in the United States.  For more
than 150 years, Lehman Brothers has been a leader in the global
financial markets by serving the financial needs of corporations,
governmental units, institutional clients and individuals
worldwide.  Through its team of more than 25,000 employees, Lehman
Brothers offers a full array of financial services in equity and
fixed income sales, trading and research, investment banking,
asset management, private investment management and private
equity.  Its worldwide headquarters in New York and regional
headquarters in London and Tokyo are complemented by a network of
offices in North America, Europe, the Middle East, Latin America
and the Asia Pacific region.  The firm, through predecessor
entities, was founded in 1850.

Lehman filed for chapter 11 bankruptcy September 15, 2008 (Bankr.
S.D.N.Y. Case No.: 08-13555).  Lehman's bankruptcy petition listed
$639 billion in assets and $613 billion in debts, effectively
making the firm's bankruptcy filing the largest in U.S. history.  
The September 15 Chapter 11 filing by Lehman Brothers Holdings,
Inc., does not include any of its subsidiaries.

Subsidiary LB 745 LLC, submitted a Chapter 11 petition on Sept. 16
(Case No. 08-13600).

The Debtors' bankruptcy cases are handled by Judge James M. Peck.  
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

Dennis F. Dunne, Esq., Luc A. Despins, Esq., and Wilbur F. Foster,
Jr., Esq., at MILBANK, TWEED, HADLEY & McCLOY LLP, in New York,
and Paul Aronzon, Esq., and Gregory A. Bray, Esq., at MILBANK in
Los Angeles, California, represent the official unsecured
creditors committee.

                International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd. These are currently the only UK incorporated
companies in administration.  Tony Lomas, Steven Pearson, Dan
Schwarzmann and Mike Jervis, partners at PricewaterhouseCoopers
LLP, have been appointed as joint administrators to Lehman
Brothers International (Europe) on September 15, 2008. The joint
administrators have been appointed to wind down the business.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on September 16.  
The two units of Lehman Brothers Holdings, Inc., which has filed
for bankruptcy protection in the U.S. Bankruptcy Court for the
Southern District of New York, have combined liabilities of JPY4
trillion -- US$38 billion).  Lehman Brothers Japan Inc. reported
about JPY3.4 trillion ($33 billion) in liabilities in its
petition.  Akio Katsuragi, a former Morgan Stanley executive, runs
Lehman's Japan units.

Lehman Brothers Asia Limited, Lehman Brothers Securities Asia
Limited and Lehman Brothers Futures Asia Limited have suspended
its operations with immediate effect, including ceasing to trade
on the Hong Kong Securities Exchange and Hong Kong Futures
Exchange, until further notice.  The Asian units' asset management
company, Lehman Brothers Asset Management Limited, will continue
to operate on a business as usual basis.  A further notice
concerning the retail structured products issued by or arranged by
any Lehman Brothers group company will be issued as soon as
possible, a press statement said.

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


LEHMAN BROTHERS: SEC Works With Regulators to Protect Client
------------------------------------------------------------
The decision by Lehman Brothers Holdings Inc. to file for
protection under Chapter 11 of the bankruptcy laws is expected to
lead to the winding down of Lehman Brothers Inc., its U.S.
regulated broker-dealer, outside of bankruptcy, the U.S.
Securities and Exchange Commission said last week.  The accounts
of Lehman's U.S. retail securities customers are with the broker-
dealer.  In cases such as this, Lehman Brothers' customers will
benefit from their extensive
protections under SEC rules, including segregation of customer
securities and cash as well as insurance by the Securities
Investor Protection Corporation.  These safeguards are designed to
ensure that a broker-dealer's customers will be protected.In the
weeks ahead, SEC staff who have been on-site at the U.S.
broker-dealer will remain in place to oversee the orderly transfer
of customer assets to one or more SIPC-insured brokerage firms.  
The holding company bankruptcy filing does not affect in any way
the SIPC protection applicable to the firm's customers. The SEC is
also coordinating with overseas regulators to protect Lehman's
customers and to maintain orderly markets.

"For several days, we have worked closely with regulators around
the world including the FSA in the United Kingdom, the BaFin in
Germany, and the FSA in Japan, as well as our counterparts in
other markets around the world, to coordinate our actions in the
interest of orderly markets," said SEC Chairman Christopher Cox.  
"In doing so we have also worked closely with the Treasury and the
Federal Reserve and market participants. We are committed to using
our regulatory and supervisory authorities to reduce the potential
for dislocations from Lehman's unwinding, and to maintain the
smooth functioning of the financial markets."In furtherance of
these objectives, the SEC is focused on ensuring that customers of
the U.S. broker-dealer, which is not
part of the bankruptcy filing, remain protected through, among
other means, enforcing continued compliance with the SEC net
capital and customer asset protection rules, and with SEC
requirements that the U.S. broker-dealer conduct its affairs so as
to minimize the effect of the holding company's bankruptcy on
customers, and that it ensure access to customer cash and
securities.

In the meantime, Lehman Brothers Holdings Inc. will continue to
operate while the bankruptcy process facilitates the
reconciliation of claims and the realization of value from its
assets in an orderly fashion.

Customers of Lehman Brothers Inc. may contact the SEC's Office of
Investor Education and Advocacy for individual assistance at
help@sec.gov

                Trading in Lehman Securities Halts

NYSE Regulation, Inc. on Sept. 17 determined that the common stock
of Lehman Brothers Holdings, Inc., ticker symbol  LEH, as well as
the 13 related NYSE and NYSE Arca listed securities, should be
suspended immediately. NYSE Regulation has determined that the
Company is no longer suitable for listing.  This decision was
reached in view of the Company's September 15, 2008, filing of a
petition under Chapter 11 of the U.S Bankruptcy Code with the
United States Bankruptcy Court for the Southern District of New
York.  NYSE Regulation noted the uncertainty as to the timing and
outcome of the bankruptcy process as well as the ultimate effect
of this process on the Company's equity holders.

The Australian Securities Exchange (ASX) has been advised today
that third-party clearers have terminated their clearing services
for Lehman Brothers Australia Limited.  Consequently, in the
absence of clearing arrangements, Lehman Brothers Australia has
had its status as an ASX Market Participant suspended immediately,
under the terms of ASX's Operating Rules.  The third-party
clearers - Citi Securities Clearing Australia and Berndale
Securities -- have committed to meetobligations on behalf of
Lehman Brothers Australia for all unsettled, novated transactions.

Lehman Brothers Australia is not a Trading Participant on the SFE
market or a Clearing Participant on either of ASX's two central
counterparty clearing houses - ACH (cash) and SFECC (futures).  
Consequently, neither ACH nor SFECC has any direct exposure to
Lehman Brothers Australia or to the wider Lehman
Brothers group.  In addition, Lehman Brothers Australia is not an
ASTC Settlement Participant and does not directly participate in
ASX's daily batch settlement process.  All on-market trades,
regardless of the broker that transacted them, are novated by
ASX's clearing houses, guaranteeing the performance of the trades.

The Bombay Stock Exchange Ltd. said that Lehman Brothers
Securities Pvt. Ltd. (LBSPL) is one of the trading cum clearing
members in the cash segment of the BSE.  There are no outstanding
open positions/settlement obligations of LBSPL currently in the
cash market segment, the BSE said.  "The member shall continue to
operate in the cash market segment on pre-pay-in before their
trades."

London's Head of Trading Services Nick Bayley issued a notice on
Sept. 15, 2008, declaring Lehman Brothers International (Europe)
to be a defaulter pursuant to and in accordance with paragraph
D100 of the Rules of the London Stock Exchange.  Lehman Brothers
International (Europe) informed the Exchange on September 15 that
it will not be trading on Exchange until further clarification of
its position. The Exchange is required to have default rules in
place to facilitate but not effect settlement of unsettled trades
for on-Exchange market contracts.

Euroclear UK and Ireland (CREST) has suspended settlement in all
trades that were to be settled through its facilities.  The
Exchange has received enquiries London Stock Exchange plc
Registered in England & Wales No 2075721 from member firms as to
the default process for trades, including those conducted on the
International Order Book that are settled through DTCC and
Euroclear Bank.  The Exchange confirms that all trades, including
those on the IOB, are subject to its default rules and protocol.

Hong Kong Futures Exchange Limited (HKFE), a wholly-owned
subsidiary of Hong Kong Exchanges and Clearing Limited (HKEx),
also has suspended the trading of Lehman Brothers Futures Asia
Limited in its markets.  Lehman Brothers Futures Asia Limited's
right to access HKATS, the Hong Kong Futures Automed Trading
System, and the firm's HKFE Participantship have been suspended
until further notice under HKFE Rule 706.  As a result of the
suspension of the HKFE Participantship of Lehman Brothers Futures
Asia Limited, HKFE Clearing Corporion Limited (HKCC), a wholly-
owned member of the HKEx Group, has suspended Lehman Brothers
Futures Asia Limited's HKCC Participantship until further notice
under Rule 510 of the HKCC Rules.

HKSE also announced the suspension effective 9:30 a.m. on Sept. 16
of trading in all the structured products issued by Lehman
Brothers Holdings Inc.

                    SEC Welcomes Barclays Deal

In a separate release, the Commission said last week the
announcement that Barclays Capital plans to acquire the business
and assets of Lehman Brothers, Inc., the U.S. brokerage arm of the
consolidated holding company will, if approved by the U.S.
bankruptcy court, provide for the resolution of all of Lehman
Brothers, Inc.'s U.S. operations.

Mr. Cox said, "This is welcome news for every one of Lehman's
customers.  If approved by the court, customers will be able to
look forward to an immediate transition of their accounts.  Even
before the transaction is completed, they will benefit because the
broker-dealer and 10,000 Lehman employees will be able to continue
their work with clarity about their future, and with greater
funding resources for the broker-dealer's operations."

The SEC is leading the U.S. government's efforts to assure the
prompt and orderly transfer of Lehman's customer accounts to
another broker-dealer with as little disruption as possible to
customers.  Together with the Federal Reserve Bank of New York,
bankruptcy counsel, SIPC, and FINRA, as well as other regulators
and interested parties, the SEC has been working to address the
issues generated by the filing for protection under Chapter 11 by
the broker-dealer's parent company.  SEC staff from the agency's
Washington D.C. and New York City offices remain on-site at Lehman
headquarters in New York and at the Federal Reserve Bank of New
York.

Under the terms of the transaction as proposed, in addition to
Barclays acquiring the U.S. business and operating assets of
Lehman Brothers, Inc., the transaction includes the Lehman
Brothers headquarters building in New York City.  The transaction
is subject to approval by the bankruptcy court.


                     About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com-- is the  
fourth largest investment bank in the United States.  For more
than 150 years, Lehman Brothers has been a leader in the global
financial markets by serving the financial needs of corporations,
governmental units, institutional clients and individuals
worldwide.  Through its team of more than 25,000 employees, Lehman
Brothers offers a full array of financial services in equity and
fixed income sales, trading and research, investment banking,
asset management, private investment management and private
equity.  Its worldwide headquarters in New York and regional
headquarters in London and Tokyo are complemented by a network of
offices in North America, Europe, the Middle East, Latin America
and the Asia Pacific region.  The firm, through predecessor
entities, was founded in 1850.

Lehman filed for chapter 11 bankruptcy September 15, 2008 (Bankr.
S.D.N.Y. Case No.: 08-13555).  Lehman's bankruptcy petition listed
$639 billion in assets and $613 billion in debts, effectively
making the firm's bankruptcy filing the largest in U.S. history.  
The September 15 Chapter 11 filing by Lehman Brothers Holdings,
Inc., does not include any of its subsidiaries.

Subsidiary LB 745 LLC, submitted a Chapter 11 petition on Sept. 16
(Case No. 08-13600).

The Debtors' bankruptcy cases are handled by Judge James M. Peck.  
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

Dennis F. Dunne, Esq., Luc A. Despins, Esq., and Wilbur F. Foster,
Jr., Esq., at MILBANK, TWEED, HADLEY & McCLOY LLP, in New York,
and Paul Aronzon, Esq., and Gregory A. Bray, Esq., at MILBANK in
Los Angeles, California, represent the official unsecured
creditors committee.

Barclays Bank Plc has agreed, subject to U.S. Court and relevant
regulatory approvals, to acquire Lehman Brothers' North American
investment banking and capital markets operations and supporting
infrastructure for US$1.75 billion.

                International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd. These are currently the only UK incorporated
companies in administration.  Tony Lomas, Steven Pearson, Dan
Schwarzmann and Mike Jervis, partners at PricewaterhouseCoopers
LLP, have been appointed as joint administrators to Lehman
Brothers International (Europe) on September 15, 2008. The joint
administrators have been appointed to wind down the business.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on September 16.  
The two units of Lehman Brothers Holdings, Inc., which has filed
for bankruptcy protection in the U.S. Bankruptcy Court for the
Southern District of New York, have combined liabilities of JPY4
trillion -- US$38 billion).  Lehman Brothers Japan Inc. reported
about JPY3.4 trillion ($33 billion) in liabilities in its
petition.  Akio Katsuragi, a former Morgan Stanley executive, runs
Lehman's Japan units.

Lehman Brothers Asia Limited, Lehman Brothers Securities Asia
Limited and Lehman Brothers Futures Asia Limited have suspended
its operations with immediate effect, including ceasing to trade
on the Hong Kong Securities Exchange and Hong Kong Futures
Exchange, until further notice.  The Asian units' asset management
company, Lehman Brothers Asset Management Limited, will continue
to operate on a business as usual basis.  A further notice
concerning the retail structured products issued by or arranged by
any Lehman Brothers group company will be issued as soon as
possible, a press statement said.

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


LEHMAN BROTHERS: More Banks Disclose Exposure to Bankruptcy
-----------------------------------------------------------
MetLife, Inc. (NYSE: MET) said in a statement that its net direct
investments in Lehman Brothers and AIG have an aggregate book
value of approximately $800 million, including common stock of $10
million.  MetLife said it is continuing to assess the
recoverability of these investments.  In addition, the company has
made secured loans to affiliates of Lehman which are fully
collateralized.  MetLife's investments in AIG and Lehman include
debt, equities and derivatives.

Canada's Manulife Financial Corporation confirmed that it has
these exposures (all amounts in US dollars unless stated
otherwise) at the close of business September 15, 2008:

-- Lehman Brothers

      * Fixed income investments with a par value of $383 million
      * Derivatives exposure, net of collateral, of $12 million
      * Securities lending, net of collateral, of nil

-- American International Group

     Parent Holding Company:
  
      * Fixed income investments in the holding company with a
        par value of $38 million

      * Other exposures of $9 million

     Subsidiaries:

      * Fixed income investments with par value of:

          (a) American General $190 million
          (b) Sun America $15 million
          (c) Other $7 million

      * Other exposures of $31 million

-- AIG Financial Products:

      * Derivatives exposure, net of collateral, of $84 million
      * Fixed income investments of nil

-- Washington Mutual

      * Total exposures of $41 million

"These amounts, in aggregate, represent approximately one-half of
one per cent of our Cdn $164 billion in assets," noted Donald
Guloien, Senior Executive Vice President and Chief Investment
Officer.  "In avoiding the perils of many other parts of the
capital market, we made the decision to invest in what
were deemed to be highly-rated, sophisticated and regulated
financial institutions.  While these developments are extremely
disappointing, to date we have avoided the worst problems in the
credit markets and our track record remains exemplary."

The holdings are predominantly held in segments backing
liabilities, with approximately 70 per cent for the account of
shareholders.

Manulife Financial currently expects to record a charge to
shareholders' earnings in the third quarter of 2008 with respect
to some of these holdings. The amount of the charge is dependent
on a number of factors, including the amount of expected
recoveries and actuarial cash flow calculations which will be
performed following the close of the quarter on September 30,
2008.

Sun Life Financial Inc. of Canada says it holds $334 million par
value of Lehman bond securities and approximately $15 million net
value of Lehman derivative instruments.  Sun Life Financial holds
collateral security under collateral security agreements for its
net derivative exposure to Lehman.  Sun Life Financial currently
expects to record a charge to earnings in the third quarter of
2008 in respect of its Lehman holdings.  The amount of the charge
is dependent on a number of factors, including the amount of
expected recoveries and actuarial cash flow testing which is
performed following the close of the quarter on September 30,
2008.

                      Asian Firms Take a Hit

Japan's Shinsei Bank, Limited, says its maximum exposure to Lehman
is approximately JPY38 billion, largely comprised of an unsecured
loan of JPY25 billion to a Japanese entity guaranteed by Lehman
Brothers Holdings Inc., billion yen in bonds (notional amount),
and market counterparty risk of JPY1 billion.  Shinsei said it is
taking prompt action to manage its exposure and maximize recovery.
In addition, the bank has International Swaps and Derivatives
Association/CSA agreements in place.

Bank of China Limited disclosed to the Stock Exchange of Hong Kong
Limited on Sept. 17 that the Bank of China Group holds US$75.62
million bonds issued by Lehman Brothers Holdings Inc. and its
subsidiaries, of which US$69.21 million bonds are held by Bank of
China (Hong Kong) Limited.  In addition, BOC's New York Branch has
outstanding loans of US$50 million and US$3.2 million that were
extended to Lehman Brothers Holding Inc. and its subsidiaries,
respectively.

China Merchants Bank Co., Ltd., said in a filing with The Stock
Exchange of Hong Kong Limited, said it holds bonds issued by
Lehman Brothers, U.S. with an exposure of US$70 million, of which
US$60 million was senior debt and US$10 million was subordinated
bonds.  As of Sept. 16, China Merchants has not, with respect to
the Lehman bonds, made any provision for impairment losses.  The
bank intends to conduct a risk assessment on the bonds.

The board of directors of BOC Hong Kong (Holdings) Limited (HKSE:
2388) disclosed in a filing with the Stock Exchange of Hong Kong,
Ltd., that the company's exposure to bonds issued by Lehman
Brothers Holdings Inc. and its affiliates is about US$69.21
million.

Industrial and Commercial Bank of China's mainland and overseas
branches held a total of US151.8 million worth of bonds of or
related to bankrupt bank Lehman Brothers, People Daily On Line
News reports. The bank, the report relates, said it was
considering to draw provisions for the said bonds.

According to China Daily News, the bank directly had an exposure
of US$139 million of advanced bonds, which would allow the lender
to have priority in claiming over other bond and option holders in
the bankruptcy of the issuer, while its Macao unit, Seng Heng Bank
Limited, held US$12.81 million worth of bonds related to a Lehman
Brothers trust.

Three Philippine banks are allocating US$114,900,000 to cover
exposures to Lehman Brothers Holdings, Inc.

RCBC did not disclose the amount of its exposure to Lehman
Brothers Holdings but said it is allocating PHP980 million
(US$20.7 million) from its current excess reserves.  "This is to
ensure that any possible write-down that may result from this
exposure will have been properly and fully provided for," RCBC
said.  RCBC stated that it has investments in structured products
referencing Republic of the Philippines bonds, which have
exposure to Lehman Brothers.  The bank said the PHP980-million
provisioning will have no adverse effect on RCBC's capital base.

Metropolitan Bank & Trust Company disclosed that it has a direct
exposure to Lehman bonds of US$20.4 million and made provisions
equivalent to US$14 million using current market prices.  Metro
Bank also reported that it has loan exposure to a Lehman
subsidiary based in the Philippines amounting to PHP2.4 billion
(US$50.8 million).  The loan status is current and the company is
in normal operations.  Despite this development, the bank says it
is still on track with its income expectation for the whole year
of 2008.

Banco de Oro Unibank Inc. (BDO) also did not divulge its exposure
to Lehman but said it is setting aside provisions totaling
PHP3.8 billion (US$80.2 million) to cover its exposure to Lehman.  
The provisions will come from reallocation of excess reserves and
from additional provisions in the current period.  With these
adjustments, BDO says that its balance sheet should be adequately
covered from potential losses arising from its Lehman exposure.  
Despite these provisions, BDO still expects to post a reasonable
net income for the year.

Six other banks, namely Philippine Savings Bank, Security Bank
Corp., UnionBank, China Banking Corporation, Bank of the
Philippine Islands, and Export and Industry Bank, each said it
has no direct or indirect exposure to Lehman Brothers.  Export
and Industry Bank assured shareholders that it has "no direct or
indirect exposure to Lehman Brothers Holdings Inc., Merrill
Lynch, AIG or other US investment banks adversely affected by the
current market turmoil."  Security Bank said it has a $10-million
exposure to Merrill Lynch, but noted that the bond is being
acquired by Bank of America.

The Central Bank of the Philippines said in a statement that
domestic banks' exposure to structured products, such as CLNs and
CDOs, issued by investment houses like Lehman Brothers has been
limited and are well cushioned by banks' capital base.   
"However, we continue to closely monitor developments in the
global financial markets, including further risk aversion against
emerging markets including the Philippines, as these may
adversely impact the growth of the banking sector."

Three major Japanese asset management firms, Nomura Asset
Management Co., Daiwa Asset Management Co., and Nikko Asset
Management Co., have a combined 65 funds with investments in
shares and bonds of Lehman Brothers, Jiji Press reports.

According to the report, the collapse of Lehman Brothers is likely
to affect 11 funds managed by Nomura Asset, 26 by Daiwa Asset, and
28 by Nikko Asset.  

The proportion of Lehman-related securities in the funds ranges
from less than 1% to 2%, the report notes.  The Press says that
the three firms run a total of 900 funds with money from
individual investors.

                            European Banks Too

Netherlands, Amsterdam-based ING informed stakeholders that the
total direct impact of Lehman Brothers' Chapter 11 filing on its
profit and loss account is estimated to be around EUR 100 million
on a pre-tax basis.  The gross lending and bond exposure is
approximately EUR200 million.  Taking into account hedges and
collateral, the expected impact of these positions on the pre-tax
P&L is around EUR 40 million.

Martin Bienenstock, Esq., at Dewey & LeBoeuf, said on Sept. 16
that Royal Bank of Scotland Group PLC is facing between $1.5
billion and $1.8 billion in claims against Lehman Brothers
Holdings Inc., Reuters reports.  Mr. Bienenstock, who represents
RBS and its affiliate ABN AMRO, said that the claims are partially
based on an unsecured guarantee from Lehman and connected to
trading losses with Lehman subsidiaries.  According to Bloomberg
News, Mr. Bienenstock expects Lehman's operations and assets to be
liquidated, and years of litigation as creditors fight to recover
what they're owed.

Belgium's KBC Groep (EBR:KBC) also disclosed its risk exposure on
Lehman -- Bonds purchased: EUR145 million; and Credit facilities
outstanding: EUR85 million (of which EUR30 million secured).  
Moreover, there is some indirect exposure included in the
underlying assets of the CDOs in which KBC has invested.  The
impact is expected to be below EUR50 million.  KBC also has a
payment obligation towards Lehman Brothers, which is secured by
collateral and results from professional transactions.  The mark-
to-market value accrued in favor of Lehman amounts to
approximately EUR200 million.

                  Prudential Discloses Exposure

Prudential Financial, Inc., said in a filing with the U.S.
Securities and Exchange Commission that it expects to record an
other-than-temporary impairment for the quarter ending Sept. 30,
2008, for securities issued by Lehman Brothers or its affiliates
included in fixed maturities available for sale.   Amortized cost
of the securities as of Sept. 16, 2008, was approximately $99
million for its financial services businesses and approximately
$18 million for its closed block business.  Fair value at that
date was approximately 34% and 32% of amortized cost,
respectively.

Prudential also disclosed that its financial services businesses
also have investments with a fair value as of Sept. 16, 2008, of
$8 million in debt securities issued by Lehman Brothers or its
affiliates that are included in trading account assets supporting
insurance liabilities.  Prudential estimates these securities have
declined in fair value by approximately $16 million during the
quarter ending Sept. 30, 2008.  Prudential estimates that as of
Sept. 16, 2008 the financial services businesses had approximately
$90 million of additional unsecured counterparty exposure to
affiliates of Lehman Brothers
in connection with derivatives transactions.  It is currently
executing an orderly settlement of these transactions and has
replaced the derivative positions with various other
counterparties.  It is currently evaluating the recoverability of
those unsecured amounts.

              Constellation Has $2B-Loan on the Line

In a filing with the Securities and Exchange Commission,
Constellation Energy Group, Inc., Constellation Energy
Commodities Group, Inc. and Baltimore Gas and Electric Company
disclosed that they have business relationships with subsidiaries
of Lehman Brothers Holdings, Inc.

Lehman is not currently engaged in any advisory capacity with
Constellation or its subsidiaries.  Constellation, Constellation
Commodities and BGE believe the Lehman bankruptcy and the
possible resulting effects on subsidiaries of Lehman will not
have a material adverse effect on them.

Constellation Commodities is a counterparty with Lehman Brothers
Commodity Services Inc. and Eagle Energy Partners 1, LP,
subsidiaries of Lehman, in wholesale energy marketing
transactions.

The obligations of Lehman Commodity Services and Eagle Energy are
guaranteed by Lehman, and the Lehman bankruptcy filing gives
Constellation Commodities the right to terminate the
transactions.  As of Sept. 15, 2008, Constellation Commodities
did not have any direct net credit exposure to Lehman Commodity
Services or Eagle Energy, based on existing contracts and current
market prices.

BGE has existing contracts with Eagle Energy for the purchase of
gas for the 2008 winter period based on a first of the month
index price.  BGE does not have any material credit exposure
under these contracts.  BGE does not believe that the failure of
Eagle Energy to perform under these contracts would have a
material impact on its ability to meet its customers' gas
requirements.

Shearson Lehman Brothers, a Lehman subsidiary, acts as a
remarketing agent for BGE on a $48 million Anne Arundel County
tax exempt bond.  The next remarketing under this bond issue is
not scheduled until November.

Constellation and BGE, however, said that they have aggregate
credit facility commitments of $6.13 billion (not including a
firm, underwritten commitment for an additional $2.0 billion
credit facility that extends through December 2009) with a large
consortium of banks, including Lehman Brothers Bank, a Lehman
subsidiary.   As of Sept. 15, Lehman Brothers Bank's total
commitment within these credit facilities is $150 million.

As of Sept. 15, Constellation had excess liquidity of about
$2.0 billion, excluding the existing $150 million Lehman Brothers
Bank commitment and excluding the firm, underwritten commitment
for an additional $2.0 billion credit facility that is expected
to close in October 2008.  Constellation does not believe that
the potential reduction in available capacity under the credit
facilities would have a significant impact on its liquidity.

Constellation, Constellation Commodities and BGE continue to
closely monitor the Lehman bankruptcy situation closely and will
weigh all legal rights appropriately to protect its rights under
the various contractual relationships.

The Wall Street Journal says that shares of Constellation dropped
for two straight days after the disclosure.  "You read the [SEC 7
filing] and you can't find anything wrong ... but the suggestion
that the credit line might get pulled -- that threat is enough to
send things down," said Manny Weintraub, founder of Integre
Advisors.

Standard & Poor's placed its ratings on Constellation and
subsidiary Baltimore Gas & Electric, including its 'BBB'
corporate credit ratings, on CreditWatch with developing
implications.  According to S&P, of immediate concern is closing
a $2 billion credit line that Constellation has negotiated with
The Royal Bank of Scotland and The Union Bank of Switzerland.  
"There were concerns that this credit line could be cancelled."

                     About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com-- is the  
fourth largest investment bank in the United States.  For more
than 150 years, Lehman Brothers has been a leader in the global
financial markets by serving the financial needs of corporations,
governmental units, institutional clients and individuals
worldwide.  Through its team of more than 25,000 employees, Lehman
Brothers offers a full array of financial services in equity and
fixed income sales, trading and research, investment banking,
asset management, private investment management and private
equity.  Its worldwide headquarters in New York and regional
headquarters in London and Tokyo are complemented by a network of
offices in North America, Europe, the Middle East, Latin America
and the Asia Pacific region.  The firm, through predecessor
entities, was founded in 1850.

Lehman filed for chapter 11 bankruptcy September 15, 2008 (Bankr.
S.D.N.Y. Case No.: 08-13555).  Lehman's bankruptcy petition listed
$639 billion in assets and $613 billion in debts, effectively
making the firm's bankruptcy filing the largest in U.S. history.  
The September 15 Chapter 11 filing by Lehman Brothers Holdings,
Inc., does not include any of its subsidiaries.

Subsidiary LB 745 LLC, submitted a Chapter 11 petition on Sept. 16
(Case No. 08-13600).

The Debtors' bankruptcy cases are handled by Judge James M. Peck.  
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

Dennis F. Dunne, Esq., Luc A. Despins, Esq., and Wilbur F. Foster,
Jr., Esq., at MILBANK, TWEED, HADLEY & McCLOY LLP, in New York,
and Paul Aronzon, Esq., and Gregory A. Bray, Esq., at MILBANK in
Los Angeles, California, represent the official unsecured
creditors committee.

Barclays Bank Plc has agreed, subject to U.S. Court and relevant
regulatory approvals, to acquire Lehman Brothers' North American
investment banking and capital markets operations and supporting
infrastructure for US$1.75 billion.

                International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd. These are currently the only UK incorporated
companies in administration.  Tony Lomas, Steven Pearson, Dan
Schwarzmann and Mike Jervis, partners at PricewaterhouseCoopers
LLP, have been appointed as joint administrators to Lehman
Brothers International (Europe) on September 15, 2008. The joint
administrators have been appointed to wind down the business.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on September 16.  
The two units of Lehman Brothers Holdings, Inc., which has filed
for bankruptcy protection in the U.S. Bankruptcy Court for the
Southern District of New York, have combined liabilities of JPY4
trillion -- US$38 billion).  Lehman Brothers Japan Inc. reported
about JPY3.4 trillion ($33 billion) in liabilities in its
petition.  Akio Katsuragi, a former Morgan Stanley executive, runs
Lehman's Japan units.

Lehman Brothers Asia Limited, Lehman Brothers Securities Asia
Limited and Lehman Brothers Futures Asia Limited have suspended
its operations with immediate effect, including ceasing to trade
on the Hong Kong Securities Exchange and Hong Kong Futures
Exchange, until further notice.  The Asian units' asset management
company, Lehman Brothers Asset Management Limited, will continue
to operate on a business as usual basis.  A further notice
concerning the retail structured products issued by or arranged by
any Lehman Brothers group company will be issued as soon as
possible, a press statement said.

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


LEHMAN BROTHERS: Collapse Won't Hurt Japan Bank Ratings, S&P Says
-----------------------------------------------------------------
Standard & Poor's said the collapse of Lehman Brothers Holdings
Inc., will not have immediate impact on Japanese financial
institutions ratings.

In a statement, Standard & Poor's said that the Japanese
financial institutions have only limited exposure to the Lehman
Brothers group.  "The highest exposure for a single entity, as a
percentage of net worth, was 3.8 percent, which is manageable,"
it said.

Court filings submitted by Lehman Brothers listed Japanese banks
as some of its largest creditors, which include Aozora Bank and
Mizuho Corporate Bank Ltd.  Aozora has been listed as the
company's third largest creditor which is reportedly owed about
$463,000,000.  It is followed by Mizuho which is owed about
$289,000,000 in bank loan.

Standard & Poor's, however, said that the Japanese financial
companies may still be affected indirectly by disturbances in the
world market.

As of Sept. 17, Japan's lenders disclosed a total of JPY202.5
billion (US$1.9 billion) in potential losses.  Most of the assets
at risk are in the form of loans and bonds, according to a report
by Bloomberg.


LEHMAN BROTHERS: S&P Reports on Bankruptcy Impact in Europe
-----------------------------------------------------------
The Chapter 11 filing of Lehman Brothers Holdings Inc. (LBHI;
SD/--/SD) on Sept. 15, 2008, is a seismic event in the global
financial markets, Standard & Poor's Ratings Services noted in a
report titled "Lehman Brothers -- Assessing The Immediate
Consequences For European Banks," published on RatingsDirect.

S&P, in the article, considered the implications of the filing for
the European banking sector.  "In summary, the information that we
have received so far indicates that European banks' direct net
exposures to LBHI and its subsidiaries are generally moderate and
manageable," said Standard & Poor's credit
analyst Nick Hill.  "This conclusion principally reflects the
widespread use of credit mitigation techniques such as netting,
collateral management, and margin calls," he added.

A more significant factor is likely to be a fall in asset prices
as Lehman entities unwind trading positions and manage down their
balance sheets.  This could lead to further material write-downs
in certain European banks' third-quarter earnings.  It is too
early to assess the scale of this effect.  "In certain cases, it
could result in rating actions once further information becomes
available," said Mr. Hill.


LEHMAN BROTHERS: Taps EPIQ as Claims and Notice Agent
-----------------------------------------------------
Lehman Brothers Holdings Inc., obtained approval from the U.S.
Bankruptcy Court for the Southern District of New York to employ
Epiq Bankruptcy Solutions LLC, as its claims and noticing agent.  

Lehman Brothers sought the employment of Epiq given the large
number of its creditors.  "[Lehman Brothers] estimates that it
has hundreds of thousands of creditors. Noticing, receiving,
docketing and maintaining proofs of claims from such a large
number of creditors may be unduly time consuming and burdensome
for the Clerk of the Court," the company said in a prior court
filing.

Lehman Brothers selected the firm because of its extensive
experience in noticing and claims administration in Chapter 11
cases.

As claims and notice agent, Epiq will:

   (1) notify all creditors of Lehman Brothers' bankruptcy
       filing and the first meeting of creditors pursuant to  
       Section 341 of the Bankruptcy Code;

   (2) maintain an official copy of the company's schedules of
       assets and liabilities, and statements of financial
       affairs, list all known creditors and their claims;

   (3) design, maintain and operate in conjunction with the
       Lehman Brothers' website, as a centralized location
       where the company will provide information about the
       case;

   (4) maintain a copy service from which concerned parties may
       obtain copies of documents;

   (5) notify creditors of the existence and amount of their
       claims as provided in the schedules;

   (6) furnish a form for the filing of proofs of claim after
       being approved by the Court;

   (7) file with the Clerk within 10 days of service, a copy of
       the proof of claim notice, a list of persons to whom it
       it is mailed, and the date the notice is mailed;

   (8) docket all claims received, maintain the official claims
       register for the Lehman Brothers on behalf of the
       Clerk, and provide the Clerk with immediate web access
       to the claims register upon request;

   (9) specify in the claims register the (i) the claim number
       assigned, (ii) the date received, (iii) the name and
       address of the claimant and agent, and (iv) the
       classification of the claim;

  (10) record transfers of claims and provide notice of the
       transfers;

  (11) make changes in the claims register pursuant to court
       order;

  (12) turn over to the Clerk copies of the claims register
       upon completion of the docketing process for all claims
       received to date by the Clerk's office;

  (13) maintain the official mailing list for the company of
       all entities that have filed a proof of claim;

  (14) submit an order dismissing Epiq and terminating its
       services 30 days prior to the closing the bankruptcy
       case; and

  (15) transport all original documents in proper format, as
       specified by the Clerk's Office, to the Federal Records
       following the conclusion of the bankruptcy case.

In exchange for the services, Lehman Brothers will pay the
employees of Epiq at these hourly rates:

       Employees                       Rates
       ---------                    -----------
       Clerk                          $34 - $51
       Case Manager (Level 1)        $80 - $140
       IT Programming Consultant    $100 - $161
       Case Manager (Level 2)       $125 - $150
       Senior Case Manager          $175 - $233
       Senior Consultant            to be determined

Lehman Brothers will also pay Epiq for the equipment and other
materials used as well as out-of-pocket expenses incurred in
connection with its employment.  The firm will receive a $25,000
retainer.

In his affidavit, Daniel McElhinney, senior vice-president and
director of operations of Epiq, disclosed that his firm does not
represent interest adverse to Lehman Brothers.  He assured the
Court that the firm is a "disinterested person as defined in
Section 101(14) of the Bankruptcy Code.

                      About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com-- is the  
fourth largest investment bank in the United States.  For more
than 150 years, Lehman Brothers has been a leader in the global
financial markets by serving the financial needs of corporations,
governmental units, institutional clients and individuals
worldwide.  Through its team of more than 25,000 employees, Lehman
Brothers offers a full array of financial services in equity and
fixed income sales, trading and research, investment banking,
asset management, private investment management and private
equity.  Its worldwide headquarters in New York and regional
headquarters in London and Tokyo are complemented by a network of
offices in North America, Europe, the Middle East, Latin America
and the Asia Pacific region.  The firm, through predecessor
entities, was founded in 1850.

Lehman filed for chapter 11 bankruptcy September 15, 2008 (Bankr.
S.D.N.Y. Case No.: 08-13555).  Lehman's bankruptcy petition listed
$639 billion in assets and $613 billion in debts, effectively
making the firm's bankruptcy filing the largest in U.S. history.  
The September 15 Chapter 11 filing by Lehman Brothers Holdings,
Inc., does not include any of its subsidiaries.

Subsidiary LB 745 LLC, submitted a Chapter 11 petition on Sept. 16
(Case No. 08-13600).

The Debtors' bankruptcy cases are handled by Judge James M. Peck.  
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

Barclays Bank Plc has agreed, subject to U.S. Court and relevant
regulatory approvals, to acquire Lehman Brothers' North American
investment banking and capital markets operations and supporting
infrastructure for US$1.75 billion.

                International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd. These are currently the only UK incorporated
companies in administration.  Tony Lomas, Steven Pearson, Dan
Schwarzmann and Mike Jervis, partners at PricewaterhouseCoopers
LLP, have been appointed as joint administrators to Lehman
Brothers International (Europe) on September 15, 2008. The joint
administrators have been appointed to wind down the business.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on September 16.  
The two units of Lehman Brothers Holdings, Inc., which has filed
for bankruptcy protection in the U.S. Bankruptcy Court for the
Southern District of New York, have combined liabilities of JPY4
trillion -- US$38 billion).  Lehman Brothers Japan Inc. reported
about JPY3.4 trillion ($33 billion) in liabilities in its
petition.  Akio Katsuragi, a former Morgan Stanley executive, runs
Lehman's Japan units.

Lehman Brothers Asia Limited, Lehman Brothers Securities Asia
Limited and Lehman Brothers Futures Asia Limited have suspended
its operations with immediate effect, including ceasing to trade
on the Hong Kong Securities Exchange and Hong Kong Futures
Exchange, until further notice.  The Asian units' asset management
company, Lehman Brothers Asset Management Limited, will continue
to operate on a business as usual basis.  A further notice
concerning the retail structured products issued by or arranged by
any Lehman Brothers group company will be issued as soon as
possible, a press statement said.

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


LEHMAN BROTHERS: Bankruptcy Court Enforces "Automatic Stay"
-----------------------------------------------------------
Lehman Brothers Holdings Inc. obtained a ruling from the U.S.
Bankruptcy Court for the Southern District of New York enforcing
the so-called "automatic stay" in its Chapter 11 case.

In its order dated Sept. 16, the Court prohibited creditors and
other concerned parties, including foreign and domestic
governmental units to:

   (1) commence or continue any judicial, administrative or
       other action against Lehman Brothers including the
       issuance or employment of process that was or could have
       been done before the company's bankruptcy filing;

   (2) enforce against the company or against property of the
       estate a judgment obtained before the bankruptcy filing;

   (3) collect, assess or recover a claim against the company
       that arose before the bankruptcy filing.

   (4) take any action to obtain possession of property of the
       estate or to exercise control over property of the
       estate;

   (5) take any action to create, perfect, or enforce any lien
       against property of the estate;

   (6) take any action to create, perfect or enforce any lien
       against property of the company to the extent that such
       lien secures a claim that arose the bankruptcy filing;
       and

   (7) offset any debt owing to Lehman Brothers that arose
       before the bankruptcy filing against any claim against
       the company.

The Court's decision does not affect the rights of the creditors
and other concerned parties to seek relief from the automatic
stay.

                      About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com-- is the  
fourth largest investment bank in the United States.  For more
than 150 years, Lehman Brothers has been a leader in the global
financial markets by serving the financial needs of corporations,
governmental units, institutional clients and individuals
worldwide.  Through its team of more than 25,000 employees, Lehman
Brothers offers a full array of financial services in equity and
fixed income sales, trading and research, investment banking,
asset management, private investment management and private
equity.  Its worldwide headquarters in New York and regional
headquarters in London and Tokyo are complemented by a network of
offices in North America, Europe, the Middle East, Latin America
and the Asia Pacific region.  The firm, through predecessor
entities, was founded in 1850.

Lehman filed for chapter 11 bankruptcy September 15, 2008 (Bankr.
S.D.N.Y. Case No.: 08-13555).  Lehman's bankruptcy petition listed
$639 billion in assets and $613 billion in debts, effectively
making the firm's bankruptcy filing the largest in U.S. history.  
The September 15 Chapter 11 filing by Lehman Brothers Holdings,
Inc., does not include any of its subsidiaries.

Subsidiary LB 745 LLC, submitted a Chapter 11 petition on Sept. 16
(Case No. 08-13600).

The Debtors' bankruptcy cases are handled by Judge James M. Peck.  
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

Barclays Bank Plc has agreed, subject to U.S. Court and relevant
regulatory approvals, to acquire Lehman Brothers' North American
investment banking and capital markets operations and supporting
infrastructure for US$1.75 billion.

                International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd. These are currently the only UK incorporated
companies in administration.  Tony Lomas, Steven Pearson, Dan
Schwarzmann and Mike Jervis, partners at PricewaterhouseCoopers
LLP, have been appointed as joint administrators to Lehman
Brothers International (Europe) on September 15, 2008. The joint
administrators have been appointed to wind down the business.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on September 16.  
The two units of Lehman Brothers Holdings, Inc., which has filed
for bankruptcy protection in the U.S. Bankruptcy Court for the
Southern District of New York, have combined liabilities of JPY4
trillion -- US$38 billion).  Lehman Brothers Japan Inc. reported
about JPY3.4 trillion ($33 billion) in liabilities in its
petition.  Akio Katsuragi, a former Morgan Stanley executive, runs
Lehman's Japan units.

Lehman Brothers Asia Limited, Lehman Brothers Securities Asia
Limited and Lehman Brothers Futures Asia Limited have suspended
its operations with immediate effect, including ceasing to trade
on the Hong Kong Securities Exchange and Hong Kong Futures
Exchange, until further notice.  The Asian units' asset management
company, Lehman Brothers Asset Management Limited, will continue
to operate on a business as usual basis.  A further notice
concerning the retail structured products issued by or arranged by
any Lehman Brothers group company will be issued as soon as
possible, a press statement said.

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


LEHMAN BROTHERS: Gets Nov. 14 Extension to File Schedules
---------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
gave Lehman Brothers Holdings Inc., until Nov. 14 to file their
statements of financial affairs and schedules.  The Court did not
require the company to file a list of its equity security holders
and to provide those holders with a notice of its bankruptcy
filing.

                      About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com-- is the  
fourth largest investment bank in the United States.  For more
than 150 years, Lehman Brothers has been a leader in the global
financial markets by serving the financial needs of corporations,
governmental units, institutional clients and individuals
worldwide.  Through its team of more than 25,000 employees, Lehman
Brothers offers a full array of financial services in equity and
fixed income sales, trading and research, investment banking,
asset management, private investment management and private
equity.  Its worldwide headquarters in New York and regional
headquarters in London and Tokyo are complemented by a network of
offices in North America, Europe, the Middle East, Latin America
and the Asia Pacific region.  The firm, through predecessor
entities, was founded in 1850.

Lehman filed for chapter 11 bankruptcy September 15, 2008 (Bankr.
S.D.N.Y. Case No.: 08-13555).  Lehman's bankruptcy petition listed
$639 billion in assets and $613 billion in debts, effectively
making the firm's bankruptcy filing the largest in U.S. history.  
The September 15 Chapter 11 filing by Lehman Brothers Holdings,
Inc., does not include any of its subsidiaries.

Subsidiary LB 745 LLC, submitted a Chapter 11 petition on Sept. 16
(Case No. 08-13600).

The Debtors' bankruptcy cases are handled by Judge James M. Peck.  
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

Barclays Bank Plc has agreed, subject to U.S. Court and relevant
regulatory approvals, to acquire Lehman Brothers' North American
investment banking and capital markets operations and supporting
infrastructure for US$1.75 billion.

                International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd. These are currently the only UK incorporated
companies in administration.  Tony Lomas, Steven Pearson, Dan
Schwarzmann and Mike Jervis, partners at PricewaterhouseCoopers
LLP, have been appointed as joint administrators to Lehman
Brothers International (Europe) on September 15, 2008. The joint
administrators have been appointed to wind down the business.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on September 16.  
The two units of Lehman Brothers Holdings, Inc., which has filed
for bankruptcy protection in the U.S. Bankruptcy Court for the
Southern District of New York, have combined liabilities of JPY4
trillion -- US$38 billion).  Lehman Brothers Japan Inc. reported
about JPY3.4 trillion ($33 billion) in liabilities in its
petition.  Akio Katsuragi, a former Morgan Stanley executive, runs
Lehman's Japan units.

Lehman Brothers Asia Limited, Lehman Brothers Securities Asia
Limited and Lehman Brothers Futures Asia Limited have suspended
its operations with immediate effect, including ceasing to trade
on the Hong Kong Securities Exchange and Hong Kong Futures
Exchange, until further notice.  The Asian units' asset management
company, Lehman Brothers Asset Management Limited, will continue
to operate on a business as usual basis.  A further notice
concerning the retail structured products issued by or arranged by
any Lehman Brothers group company will be issued as soon as
possible, a press statement said.

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


LEHMAN BROTHERS: Ambac Financial Has $1.3 Billion Exposure
----------------------------------------------------------
Ambac Financial Group Inc. is exposed to roughly $1.3 billion in
Guaranteed Investment Contracts, as well as a variety of smaller
obligations, that could be triggered by the recent bankruptcy of
Lehman Brothers Holdings Inc.

The GICs, which back credit-linked notes where Lehman is a credit
default swap counterparty, were the largest indirect exposure
identified by Ambac.  Written through Ambac's financial services
business, the GICs could be subject to early termination and a
return of deposited monies at par.

Ambac also noted it is exploring contract terminations,
particularly with respect to its direct exposure to six interest
rate and currency swap transactions where Lehman is the swap
counterparty.  The insurer said it had no direct financial
guaranty or CDS obligations related to Lehman, and it has ""n
insignificant net current payable balance" to the investment bank.

"Ambac has reinsured surety exposure covering operational risk of
lost or missing customer assets, not market value declines, at
several broker-dealers, including Lehman Bros., with a maximum
aggregate exposure of $137 million," the insurer said in a
statement, adding that it is "not aware of any lost or missing
customer assets at this time."

Founded in 1858 as a cotton-trading firm, Lehman filed on Sept. 15
for Chapter 11 bankruptcy protection, making it the largest
bankruptcy in U.S. history.  However, late Sept. 16, British
investment bank Barclays Capital agreed to a $1.75 billion deal to
acquire all of Lehman's North American investment banking, fixed
income, equities sales, trading and research operations.

Ambac is continuing to investigate other potential indirect Lehman
exposures, including structured and municipal transactions where
the issuer may have had Lehman as a counterparty.  Ambac noted
that Wisconsin Insurance Commissioner Sean Dilweg already has
approved $1 billion in asset transfers to the company's financial
services business from its Ambac Assurance Corp.

Earlier this month, Dilweg also cleared the way for Ambac to begin
writing new public finance guaranties through its reactivated
Construction Loan Insurance Co. unit, otherwise known as "Connie
Lee."  The insurer seeks to have Connie Lee, which is being
capitalized with an $850 million capital infusion, operate as a
stand-alone AAA-rated unit.

After taking $5.36 billion of net losses over the prior three
quarters, financial guaranty insurer Ambac bounced back with a
second quarter profit of $823.1 million, up 376% from a year
earlier.

Having been forced in recent quarters to take billions in write-
downs on credit default swaps written to guaranty collateralized
debt obligations and other structured products tied to the
moribund housing market, Ambac was able to enjoy some mark-to-
market gains in the second quarter, including $260 million related
to expected remediation efforts focused on its direct residential
mortgage-backed securities portfolio.

Headquartered in New York City, Ambac Financial Group, Inc. --
http://ir.ambac.com/-- is a holding company that provides       
financial guarantees and financial services to clients in both the
public and private sectors around the world through its principal
operating subsidiary, Ambac Assurance Corporation.  As an
alternative to financial guarantee insurance credit protection is
provided by Ambac Credit Products, a subsidiary of Ambac
Assurance, in credit derivative format.

                      About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com-- is the  
fourth largest investment bank in the United States.  For more
than 150 years, Lehman Brothers has been a leader in the global
financial markets by serving the financial needs of corporations,
governmental units, institutional clients and individuals
worldwide.  Through its team of more than 25,000 employees, Lehman
Brothers offers a full array of financial services in equity and
fixed income sales, trading and research, investment banking,
asset management, private investment management and private
equity.  Its worldwide headquarters in New York and regional
headquarters in London and Tokyo are complemented by a network of
offices in North America, Europe, the Middle East, Latin America
and the Asia Pacific region.  The firm, through predecessor
entities, was founded in 1850.

Lehman filed for chapter 11 bankruptcy September 15, 2008 (Bankr.
S.D.N.Y. Case No.: 08-13555).  Lehman's bankruptcy petition listed
$639 billion in assets and $613 billion in debts, effectively
making the firm's bankruptcy filing the largest in U.S. history.  
The September 15 Chapter 11 filing by Lehman Brothers Holdings,
Inc., does not include any of its subsidiaries.

Subsidiary LB 745 LLC, submitted a Chapter 11 petition on Sept. 16
(Case No. 08-13600).

The Debtors' bankruptcy cases are handled by Judge James M. Peck.  
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

Barclays Bank Plc has agreed, subject to U.S. Court and relevant
regulatory approvals, to acquire Lehman Brothers' North American
investment banking and capital markets operations and supporting
infrastructure for US$1.75 billion.

                International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd. These are currently the only UK incorporated
companies in administration.  Tony Lomas, Steven Pearson, Dan
Schwarzmann and Mike Jervis, partners at PricewaterhouseCoopers
LLP, have been appointed as joint administrators to Lehman
Brothers International (Europe) on September 15, 2008. The joint
administrators have been appointed to wind down the business.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on September 16.  
The two units of Lehman Brothers Holdings, Inc., which has filed
for bankruptcy protection in the U.S. Bankruptcy Court for the
Southern District of New York, have combined liabilities of JPY4
trillion -- US$38 billion).  Lehman Brothers Japan Inc. reported
about JPY3.4 trillion ($33 billion) in liabilities in its
petition.  Akio Katsuragi, a former Morgan Stanley executive, runs
Lehman's Japan units.

Lehman Brothers Asia Limited, Lehman Brothers Securities Asia
Limited and Lehman Brothers Futures Asia Limited have suspended
its operations with immediate effect, including ceasing to trade
on the Hong Kong Securities Exchange and Hong Kong Futures
Exchange, until further notice.  The Asian units' asset management
company, Lehman Brothers Asset Management Limited, will continue
to operate on a business as usual basis.  A further notice
concerning the retail structured products issued by or arranged by
any Lehman Brothers group company will be issued as soon as
possible, a press statement said.


LEHMAN BROTHERS: Fitch Assigns Recovery Ratings on Several Issues
-----------------------------------------------------------------
Fitch Ratings has assigned Recovery Ratings to several issues of
Lehman Brothers Holdings Inc. and certain subsidiaries.  All
ratings assigned are listed below.

Recovery ratings for LBHI were assigned based on an evaluation of
the consolidated balance sheet, adjusting for potential sales and
asset reductions in an orderly wind down.  Analysis includes
adjustments to assets based on third-quarter 2008 earnings
announcements and assumes netting of derivatives and terminations
were accomplished.  A range of discounts was applied to asset
values assuming sales will be conducted in a distressed market;
however, a present value discount was not applied.

An expected recovery range between 30% and 50% resulted in an
'RR4' assigned to senior debt.  There is no recovery expected for
subordinated or preferred debt and therefore, an 'RR6' has been
assigned.  The same Recovery Ratings are applied to Lehman
Brothers Holdings plc, an interim holding company.

Recovery ratings for LBI are assigned based on an analysis of the
Asset Purchase Agreement between LBHI and Barclays Bank as
proposed to the bankruptcy court Sept. 17, 2008 and assumes
approval of this agreement.

Barclay's has proposed to purchase trading assets and liabilities
in addition to fixed assets of Lehman's U.S.-based operations.  In
addition, they will provide employee compensation to approximately
10,000 employees.  The analysis assumes no additional cash
received although the Agreement provides for potential earn-out
fees based on future performance of the trading assets and the
potential for future asset sales in non-U.S.-related entities.  
Closing of the Agreement is contingent upon LBI being placed into
liquidation under the SIPA.

Fitch estimated a level of remaining assets largely comprised of
securities inventory which includes exposures to residential
mortgages, and high-yield-funded loans.  There is minimal
unsecured debt issued directly by LBI as of May 31, 2008 and thus,
Fitch assumes a significant portion of these assets are available
to LBI direct creditors and excess cash and assets will be
provided to LBHI.

Fitch assigns RRs to these:

Lehman Brothers Holdings Inc.

  -- Senior unsecured debt of 'CCC/RR4';
  -- Subordinated debt of 'C/RR6';
  -- Preferred stock of 'C/RR6.

Lehman Brothers Inc.

  -- Senior debt of 'B/RR1';
  -- Subordinated debt of 'B-/RR2'.

Lehman Brothers Holdings plc

  -- Senior unsecured debt of 'CCC/RR4';
  -- Subordinated debt of 'C/RR6'.

Lehman Brothers Holdings Capital Trust III - VII
  -- Preferred stock of 'C/RR6'.

Lehman Brothers UK Capital Trust LP, II and III
  -- Preferred stock of 'C/RR6

Lehman Brothers E-Capital Trust I
  -- Preferred stock of 'C/RR6.


LPATH INC: Files Registration Statement With SEC
------------------------------------------------
Scott R. Pancoast, Lpath, Inc., president and chief executive
officer, delivered to the Securities and Exchange Commission on
Sept. 11, 2008, a Registration Statement on Form S-1 containing a
prospectus that relates to the resale by certain selling security
holders of up to 9,111,455 shares of the company's Class A common
stock in connection with the resale of:

   -- up to 7,090,999 shares of Lpath Class A common stock which
      were issued in connection with a private placement that
      closed on August 12 and 18, 2008;

   -- up to 1,939,488 shares of Lpath Class A common stock which
      may be issued upon exercise of certain warrants issued in
      connection with a private placement that closed in
      August 2008; and

   -- up to 80,968 shares of Lpath Class A common stock which may
      be issued upon exercise of certain warrants issued in
      connection with anti-dilution rights granted in the
      company's 2007 private placement which rights were
      triggered by the sale of common stock issued in connection
      with a private placement that closed on August 12 and 18,
      2008.

Mr. Pancoast said that on Sept. 5, 2008, the closing sale price of
Lpath's Class A common stock on the OTC Bulletin Board was $1.45.

On August 12, 2008 and August 18, 2008, Lpath entered into a
Securities Purchase Agreement with various accredited investors
whereby the company sold shares of its Class A common stock at a
price of $0.95 per share.  Lpath raised approximately $6.7 million
pursuant to the 7,090,999 shares of Class A common stock and
1,939,488 million warrants sold pursuant to the purchase
agreements.

A full-text copy of Lpath's Form S-1 is available for free at:

               http://researcharchives.com/t/s?3264

                        About Lpath Inc.

Headquartered in San Diego, California, Lpath Inc. (OTC BB: LPTN)
-- http://www.Lpath.com/-- is the category leader in bioactive-
lipid-targeted therapeutics, an emerging field of medical science
whereby bioactive signaling lipids are targeted for treating
important human diseases.

                       Going Concern Doubt

As reported in the Troubled Company Reporter on April 22, 2008,
San Diego, Calif.-based LevitZacks expressed substantial doubt
about Lpath Inc.'s ability to continue as a going concern after
auditing the company's consolidated financial statements for the
years ended Dec. 31, 2007, and 2006.  

The auditing firm reported that the company has incurred
significant cash losses from operations since inception and
expects to continue to incur cash losses from operations in 2008
and beyond.

The Troubled Company Reporter reported on June 13, 2008, that
Lpath Inc. disclosed a net loss of $5,078,181 on revenue of
$13,126 for the first quarter ended March 31, 2008, compared with
a net loss of $2,722,598 on revenue of $196,981 in the same period
last year.  At March 31, 2008, the company's consolidated balance
sheet showed $6,550,375 in total assets, $3,699,472 in total
liabilities, and $2,850,903 in total stockholders' equity.


MALIBU LOAN: Fitch Cuts $110.8MM Class B Notes Rating to B from BB
------------------------------------------------------------------
Fitch Ratings has downgraded and removed from Rating Watch
Negative the class B notes issued by Malibu Loan Fund, LLC. This
rating action is effective immediately:

  -- $110,800,000 class B notes to 'B' from 'BB'.

The rating actions reflect the application of methodology outlined
under Fitch's updated Market Value Structures criteria, published
April 18, 2008.  In addition, the ratings consider the sustained
market value decline in the secondary leveraged loan market that
has increased the vulnerability of these classes to a
deteriorating credit environment.  Fitch continues to be concerned
about pricing volatility in leveraged loan secondary markets.

While the class B notes have negative net asset value coverage,
they have benefited from an investor cash infusion.  As such, the
downgrade to 'B' reflects the class B notes' distance-to-trigger
metric relative to the advance rate ranges published in Fitch's
updated MVS criteria.  The DTT is now below 7% according to
Fitch's most recent calculation, with the portfolio categorized
into 82% Category 2 assets, 15% Category 3 assets, and 3% Category
4 assets.

Malibu Loan Fund, LLC is a synthetic total rate of return
collateralized loan obligation with a market value termination
trigger.  The transaction closed on Sept. 30, 2005 and is managed
by Aegon USA Investment Management.

The rating of the notes addresses the likelihood that the payment
of amounts to the noteholders will be sufficient to produce a
yield to maturity of not less than the notes' interest rate if
held to the stated maturity, but does not address the timing of
payments.


MARTY SHOES: US Trustee to Hold Meeting to Form Panel on Sept. 25
-----------------------------------------------------------------
The United States Trustee for Region 3, will hold an
organizational meeting in the Chapter 11 cases of Marty Shoes
Holdings, Inc. on September 25, 2008 at 10:00 a.m. at J. Caleb
Boggs Federal Building, 844 Kings Street, Room 2112 in Wilmington,
Delaware.

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

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

                         About Marty Shoes

Marty Shoes -- http://www.martyshoes.com-- mainly sells athletic   
footwear, including brands Adidas and Reebok.  It has been
operating 60 stores in 4 states for more than 30 years.

The company and its two affiliates filed for Chapter 11 protection
on September 12, 2008 (Bankr. D.Del. Case No. 08-12131).  Kevin
Scott Mann, Esq. at Cross & Simon, LLC represents the Debtors in
its restructuring efforts.  When the Debtors filed for protection
from their creditors, they listed estimated assets between $10
million to $50 million and estimated debts between $10 million to
$50 million.


MAX SERVICES: Case Summary & Four Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Max Services, LLC
        P.O. Box 1094
        Metropolis, IL 62960

Bankruptcy Case No.: 08-41408

Chapter 11 Petition Date: September 16, 2008

Court: Southern District of Illinois (Benton)

Debtor's Counsel: Alan C. Stout, Esq.
                  astout@stoutlaw.com
                  2008 Broadway
                  Paducah, KY 42001
                  Tel: (270) 443-4431
                  Fax: (270) 443-4631

Total Assets: $2,674,133.07

Total Debts: $3,584,035.00

Debtor's Four Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Banterra Bank                  Trucks                   $84,604.00
P.O. Box 310                                           ($84,000.00
Marion, IL 62959                                        secured)
                                             
Daimler Chrysler               Trucks                $2,159,278.00
P.O. Box 354                                        ($1,355,000.00
Lisle, IL 60532                                       secured)
               
GE Capital Solutions           Trailers                $893,606.00
10975 Benson Drive                                    ($700,000.00
Suite 120                                               secured)
Overland Park, KS 66210

Roger Reagor                   Condominium Unit        $230,000.00
1128 Moss Grove Drive                                  (137,000.00
Moncks Corner, SC 29461


MERRILL LYNCH: Moody's Junks Rating on $5.574MM Class P Certs.
--------------------------------------------------------------
Moody's Investors Service downgraded the ratings of three classes
and affirmed 16 classes of Merrill Lynch Mortgage Trust 2004-Key2,
Commercial Mortgage Pass-Through Certificates, Series 2004-KEY2
as:

  -- Class A-1A, $256,683,562, affirmed at Aaa
  -- Class A-2, $174,736,554, affirmed at Aaa
  -- Class A-3, $92,126,000, affirmed at Aaa
  -- Class A-4, $345,746,000, affirmed at Aaa
  -- Class XP, Notional, affirmed at Aaa
  -- Class XC, Notional, affirmed at Aaa
  -- Class B, $26,474,000, affirmed at Aa2
  -- Class C, $8,361,000, affirmed at Aa3
  -- Class D, $22,295,000, affirmed at A2
  -- Class E, $12,540,000, affirmed at A3
  -- Class F, $15,328,000, affirmed at Baa1
  -- Class G, $11,147,000, affirmed at Baa2
  -- Class H, $15,328,000, affirmed at Baa3
  -- Class J, $6,967,000, affirmed at Ba1
  -- Class K, $5,573,000, affirmed at Ba2
  -- Class L, $4,181,000, affirmed at Ba3
  -- Class M, $2,786,000, downgraded to B2 from B1
  -- Class N, $2,787,000, downgraded to B3 from B2
  -- Class P, $5,574,000, downgraded to Caa2 from B3

Moody's downgraded Classes M, N and P due to estimated losses from
specially serviced loans and increased dispersion.

As of the September 12, 2008 distribution date, the transaction's
aggregate certificate balance has decreased by approximately 8.5%
to $1.02 billion from $1.12 billion at securitization.  The
Certificates are collateralized by 114 mortgage loans ranging in
size from less than 1.0% to 8.4% of the pool with the top 10 loans
representing 34.2% of the pool.  The largest loan in the pool has
an investment grade underlying rating.  Eight loans, representing
12.7% of the pool, have defeased and are collateralized by U.S.
Government securities.

The pool has not experienced any losses since securitization.
Currently there are two loans, representing 4.1% of the pool, in
special servicing.  Moody's is estimating an aggregate $9.2
million loss for the specially serviced loans.  Twelve loans,
representing 4.5% of the pool, are on the master servicer's
watchlist.

Moody's was provided with year-end 2007 and partial year 2008
operating results for 97.4% and 23.8% of the pool, respectively.  
Moody's loan to value ratio for the conduit component is 91.1%
compared to 92.3% at Moody's prior review in March 2007 and 93.5%
at securitization.  Although overall pool performance has improved
since securitization, the pool has experienced increased LTV
dispersion.  Based on Moody's analysis, 9.3% of the conduit pool
has an LTV of 120.0% or greater compared to 3.0% at last review
and 0.0% at securitization.

The loan with the underlying rating is the Crossroads Center Loan
($85.3 million - 8.4%), which is secured by the borrower's
interest in a 905,300 square foot (775,300 square feet of
collateral) regional mall located in St. Cloud, Minnesota.  The
mall is anchored by J.C. Penney, Macy's, Sears, Scheel's Sports
and Target.  The in-line shops were 91.2% leased as of December
2007 compared to 92.6% at last review.  The mall is the dominant
mall in its market and is the only enclosed mall in the St. Cloud
trade area.  Performance has improved since securitization due to
increased revenues and amortization.  The loan has amortized 6.3%
since securitization.  The loan sponsor is GGP Limited
Partnership.  Moody's current underlying rating is Baa2 compared
to Baa3 at last review.

The top three non-defeased conduit loans represent 11.6% of the
pool.  The largest non-defeased conduit loan is the 1900 Ocean
Apartments Loan ($45.3 million -- 4.4%), which is secured by a 266
unit multifamily property in Long Beach, California.  The property
was 92.5% leased as of March 2008 compared to 96.0% at last
review.  Moody's LTV is 94.0% compared to 97.8% at last review.

The second largest conduit loan is the Lodgian Hotel Portfolio
Loan ($41.8 million -- 4.1%), which is secured by four full
service hotels containing 910 rooms.  The hotels are located in
Pennsylvania, Georgia, Colorado and Ohio.  At securitization the
loan was secured by eight hotels but four properties have been
released.  Occupancy and RevPAR for the trailing 12-month period
ending June 2008 were 72.0% and $81.22, respectively, compared to
66.8% and $66.33 for the same period in 2007.  The loan has paid
down 34.4% since securitization due to property releases and
amortization.  Moody's LTV is 68.2% compared to 80.7% at last
review.

The third largest conduit loan is the Beach Club and Viridian Lake
Apartments Loan ($31.0 million -- 4.1%), which is secured by two
contiguous multifamily properties located in Fort Myers, Florida.  
The two properties contain 640 units.  The properties have
experienced a significant decline in performance since last
securitization.  The properties were 48.0% occupied as of June
2008 compared to 84.0% at last review and 94.0% at securitization.  
The loan was transferred to special servicing in May 2008 due to
payment default and is over 90 pays past due.  The property is
being managed by a court-appointed receiver.  Moody's LTV is in
excess of 100.0% compared to 86.4% at last review.

Moody's periodically completes full reviews in addition to
monitoring transactions on a monthly basis.  Moody's prior full
review is summarized in a press release dated March 27, 2007.

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

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

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

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


MIDTOWN VILLAGE: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Midtown Village Legend Hills, LLC
        115 West Westview Drive
        Orem, UT 84058

Bankruptcy Case No.: 08-26213

Type of Business: The Debtor owns and develops condominiums.

Chapter 11 Petition Date: September 17, 2008

Court: District of Utah (Salt Lake City)

Judge: Glen E. Clark

Debtor's Counsel: Heather A. McDougald, Esq.
                  10 West Broadway, Suite 400
                  Salt Lake City, UT 84101
                  Tel: (801) 363-6363

Estimated Assets: $1 million to $10 million

Estimated Debts: $1 million to $10 million

The Debtor has no unsecured creditors.


MORGAN STANLEY: Moody's Cuts $2.494MM Class M Certs. Rating to B3
-----------------------------------------------------------------
Moody's Investors Service downgraded the ratings of two classes
and affirmed 17 classes of Morgan Stanley Capital I Trust 2003-
IQ6, Commercial Mortgage Pass-Through Certificates, Series 2003-
IQ6 as:

  -- Class A-2, $36,684,697, affirmed at Aaa
  -- Class A-3, $83,000,000, affirmed at Aaa
  -- Class A-4, $470,824,000, affirmed at Aaa
  -- Class A-1A, $207,783,866, affirmed at Aaa
  -- Class X-1, Notional, affirmed at Aaa
  -- Class X-2, Notional, affirmed at Aaa
  -- Class X-Y, Notional, affirmed at Aaa
  -- Class B, $26,191,000, affirmed at Aa1
  -- Class C, $29,932,000, affirmed at A1
  -- Class D, $11,224,000, affirmed at A3
  -- Class E, $7,483,000, affirmed at Baa1
  -- Class F, $11,225,000, affirmed at Baa2
  -- Class G, $7,483,000, affirmed at Baa3
  -- Class H, $6,236,000, affirmed at Ba1
  -- Class J, $4,989,000, affirmed at Ba2
  -- Class K, $2,494,000, affirmed at Ba3
  -- Class L, $2,494,000, affirmed at B1
  -- Class M, $2,494,000, downgraded to B3 from B2
  -- Class N, $2,495,000, downgraded to Caa1 from B3

Moody's downgraded Classes M and N due to increased dispersion.

As of the September 15, 2008 distribution date, the transaction's
aggregate certificate balance has decreased by approximately 7.5%
to $923.0 million from $997.7 million at securitization.  The
Certificates are collateralized by 173 mortgage loans ranging in
size from less than 1.0% to 12.7% of the pool, with the top 10
loans representing 44.2% of the pool.  The pool includes five
loans with investment grade underlying ratings, representing 23.4%
of the pool, and 74 residential co-op loans which have underlying
ratings of Aaa, representing 12.9% of the pool.  Eleven loans,
representing 7.3% of the pool, have defeased and are
collateralized with U.S. Government securities.

The pool has not experienced any losses since securitization and
currently there are no loans in special servicing.  Twenty loans,
representing 8.3% of the pool, are on the master servicer's
watchlist.  The watchlist includes loans which meet certain
portfolio review guidelines established as part of the Commercial
Mortgage Securities Association's monthly reporting package.  As
part of its ongoing monitoring of a transaction, Moody's reviews
the watchlist to assess which loans have material issues that
could impact performance.

Moody's was provided with partial and year-end 2007 operating
results for 87.0% of the pool.  Moody's loan to value ratio is
79.6% compared to 81.8% at Moody's prior review in January 2007
and 85.4% at securitization.  Although overall pool performance
has improved since securitization, the pool has experienced
increased LTV ratio dispersion.  Based on Moody's analysis, 7.2%
of the conduit pool has an LTV in excess of 120.0% compared to
2.1% at last review and 0.0% at securitization.  Moody's is
particularly concerned about the performance of the conduit's
fifth largest loan, the Woodhawk Apartments Loan ($22.7 million,
2.5% of the pool balance), which is secured by a 436 unit
apartment complex located in suburban Pittsburg, Pennsylvania.

The property's performance has declined significantly since
securitization due to decreased rental revenues and increased
operating expenses.  The property was 86.9% occupied as of
December 2007 compared to 93.8% at securitization.  Revenues have
declined as a result of increased vacancy as well as rental
concessions.  Moody's LTV is 129.7%.

The largest loan with an underlying rating is the Mall at Tuttle
Crossing Loan ($116.9 million -- 12.7%), which is secured by the
borrower's interest in a 1.1 million square foot regional mall
located in Dublin, Ohio, approximately 15 miles north of Columbus.  
The mall is anchored by Macy's, J.C. Penney and Sears. All of the
anchors own their respective buildings and lease the underlying
land.  The in-line shops were 83.0% leased as of December 2007
compared to 94.7% at last review and 88.7% at securitization.  The
decline in occupancy is due to lease expirations which occurred in
2007.  The loan sponsor is Simon Property Group.  Moody's current
underlying rating is A3, the same as at last review.

The second largest loan with an underlying rating is the Westshore
Plaza Loan ($31.4 million - 3.4%), which represents a 34.0%
participation interest in a $90.6 million first mortgage loan.  
The loan is secured by the borrower's interest in a 1.1 million
square foot regional mall located in Tampa, Florida.  The mall is
anchored by Macy's, J.C. Penney, Sears and Saks Fifth Avenue.  All
of the anchors own their respective buildings and lease the
underlying land.  The in-line shops were 97.4% occupied as of
January 2008 compared to 96.9% at last review.  Cash flow has
increased due to rent and occupancy increases and loan
amortization.  The loan sponsor is Glimcher Realty Trust.  Moody's
current underlying rating is A2 compared to A3 at last review.

The third largest loan with an underlying rating is the Three
Times Square Loan ($29.0 million -- 3.2%), which represents a
20.6% pari passu interest in a $142.3 million first mortgage loan.  
The loan is secured by an 883,400 square foot Class A office
building located in the Times Square submarket of New York City.  
The building's anchor tenant is Reuters Group Limited (Moody's
senior unsecured rating Baa1 -- stable outlook), which occupies
79.4% of the premises through November 2021.  The building was
98.9% occupied as of January 2008, essentially the same as at last
review.  The loan amortizes on a 218 month schedule and has
amortized 15.0% since securitization.  Moody's current underlying
rating is Aaa, the same as at last review.

The remaining two loans with underlying ratings comprise 4.1% of
the pool.  The 250 West 19th Street Loan ($19.6 million -- 2.1%)
is secured by a 200-unit apartment building located in the Chelsea
submarket of New York City.  Performance has improved due to
increased revenues and stable expenses.  Moody's current
underlying rating is Aaa compared to Aa1 at last review.  The
Country Club Mall Loan ($18.6 million -- 2.0%) is secured by a
392,000 square foot retail center located in Cumberland, Maryland.  
Moody's current underlying rating is Baa2, the same as at last
review.

The top three conduit loans represent 14.5% of the pool.  The
largest conduit loan is the 840 North Michigan Avenue Loan
($57.8 million -- 6.3%), which is secured by an 87,000 square foot
retail property located on the "Magnificent Mile" in Chicago,
Illinois.  The property is 100.0% leased, the same as at last
review.  The largest tenants are H&M (52.6% GLA; lease expiration
August 2013), Escada (27.8% GLA; lease expiration January 2013)
and Casual Male (15.4%; lease expiration January 2013).  Moody's
LTV is 79.2% compared to 80.2% at last review.

The second largest conduit loan is the 88 Sidney Street Loan
($38.7 million -- 4.2%), which is secured by a 145,200 square foot
Class A biotechnology building located in Cambridge,
Massachusetts.  Built in 2002, the property is 100.0% occupied by
Alkermes through June, 2012.  Alkermes is a biotechnology company
specializing in the development of products based on sophisticated
drug delivery technologies.  The loan amortizes on a 300 month
schedule and has amortized by 8.7% since securitization.  Moody's
LTV is 81.1%, essentially the same as at last review.

The third largest conduit loan is 609 Fifth Avenue Loan
($37.1 million -- 4.0%) which represents a 37.3% participation
interest in a $100.0 million first mortgage loan.  The loan is
secured by a 148,000 square foot mixed use property located in the
Rockefeller Center submarket of New York City.  Approximately
69.0% of the building is leased to office users and the remaining
31.0% is retail space.  The building was 97.7% leased as of
December 2007 compared to 98.3% at last review.  The major office
tenants are DZ Bank (26.9% NRA; lease expiration March 2017) and
Reebok International LTD (9.7% NRA; lease expiration November
2013).  The retail space is 100.0% leased to American Girl Place
Inc. (lease expiration March 2018).  Moody's LTV is 94.0% compared
to 96.4% at last review.

Moody's periodically completes full reviews in addition to
monitoring transactions on a monthly basis.  Moody's prior full
review is summarized in a press release dated January 5, 2007.

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

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

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

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


MOTOR COACH: Gets First Day Motions Approval, Can Access DIP Loan
-----------------------------------------------------------------
Motor Coach Industries disclosed the approval of all of its first
day motions by the United States Bankruptcy Court for the District
of Delaware.

MCI was granted approval to access $278 million of its
$315 million debtor-in-possession financing facilities.  GE
Capital is the arranger and lender of the senior DIP facility that
will refinance MCI's existing first lien debt and provide
additional liquidity necessary for day-to-day operations.  Goldman
Sachs Credit Partners, L.P. is the arranger of, and Monarch
Alternative Capital LP, through certain of its affiliates and
funds under its management, is participating in, the junior DIP
facility.

These funds will be used to continue to pay employee wages and
benefits, compensate vendors, and improve liquidity during MCI's
voluntary financial restructuring.  The company was also granted
approval to continue all customer programs without interruption
and pay post-petition expenses without seeking court approval.  
MCI also received approval to continue to honor its current
standard limited warranties on coaches.

"Approval of the 'first day motions' by the court will enable MCI
to continue operations without interruption while we proceed with
our restructuring efforts," Tom Sorrells, president and CEO, said.
MCI intends to work closely with all of its stakeholders to
implement our pre-negotiated restructuring plan and emerge by
February 2009.  We're pleased with the quick action and support by
the Bankruptcy Court, which will enable us to progress with our
plans."

MCI is advised by Rothschild Inc., AlixPartners LLP and Simpson
Thacher & Bartlett LLP.

             About Motor Coach Industries International

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
11 bankruptcy protection in the United States Bankruptcy Court for
the District of Delaware on September 15, 2008 (Lead Case No.
08-12136).  Jason M. Madron, Esq., and Lee E. Kaufman, Esq., at
Richards Layton & Finger, P.A., represent the Debtors in their
restructuring efforts.  Kurtzman Carson Consultants LLC serves as
the Debtors' claims agent.  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.


MOTOR COACH: US Trustee to Hold Meeting to Form Panel on Sept. 24
-----------------------------------------------------------------
The United States Trustee for Region 3, will hold an
organizational meeting in the Chapter 11 cases of Motor Coach
Industries International, Inc. on September 24, 2008 at 10:00 a.m.
at The DoubleTree Hotel, 700 King Street, Salon C in Wilmington,
Delaware.

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

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

                    About Motor Coach Industries

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
bankrupty protection with the United States Bankruptcy Court for
the District of Delaware on September 15, 2008 (Lead Case No. 08-
12136).  Jason M. Madron, Esq., and Lee E. Kaufman, Esq., at
Richards Layton & Finger, P.A., represent the Debtors in their
restructuring efforts.  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.


NOVADEL PHARMA: Stockholders Approve Issuance of Additional Notes
-----------------------------------------------------------------
On September 8, 2008, NovaDel Pharma Inc., held its 2008 Annual
Meeting of Stockholders.  The total number of outstanding shares
of common stock entitled to vote at the Annual Meeting was
60,692,260.  The Company's stockholders were asked to consider and
vote on four proposals:

   (i) to elect six Directors to the company's Board of Directors
       to serve until the next Annual Meeting of Stockholders or
       until their successors have been duly elected or appointed
       and qualified;

  (ii) to approve the issuance and sale of up to $2.525 million
       in secured convertible notes and warrants of the company
       to funds affiliated with ProQuest Investments;

(iii) to approve the potential issuance of 3,250,000 shares of
       its common stock resulting from:

          (i) the removal of the cap of 19.99% on the 3,000,000
              warrants issued in the initial closing of the
              ProQuest transaction; and

         (ii) the interest shares provision of the secured
              convertible notes in the initial closing of the
              ProQuest transaction; and

  (iv) to ratify the selection of J.H. Cohn LLP as its
       independent registered public accounting firm for the
       fiscal year ending December 31, 2008.

Each of the four proposals was approved by the requisite number of
votes at the Annual Meeting.  As a result, the company may now, at
its option, issue and sell an additional $2.525 million in secured
convertible notes and warrants to funds affiliated with ProQuest
Investments.  However, the company has not determined whether it
will draw upon these funds, or any portion thereof, if at all.

                       About NovaDel Pharma

Based in Flemington, N.J., NovaDel Pharma Inc. (AMEX: NVD)
-- http://www.novadel.com/-- is a specialty pharmaceutical   
company developing oral spray formulations for a broad range of
marketed drugs.  The company's proprietary technology offers, in
comparison to conventional oral dosage forms, the potential for
faster absorption of drugs into the bloodstream leading to quicker
onset of therapeutic effects and possibly reduced first pass liver
metabolism, which may result in lower doses.

                       Going Concern Doubt

J.H. Cohn LLP, in Roseland, N.J., expressed substantial doubt
about NovaDel Pharma Inc.'s ability to continue as a going concern
after auditing the company's financial statements for the years
ended Dec. 31, 2007, and 2006.  The auditing firm pointed to the
company's recurring losses from operations and negative cash flows
from operating activities.

The Troubled Company Reporter reported on June 18, 2008, that
NovaDel Pharma Inc. reported a net loss of $1,972,000 for the
first quarter ended March 31, 2008, compared with a net loss of
$5,424,000 in the same period last year.  At March 31, 2008, the
company's balance sheet showed $6,154,000 in total assets,
$3,735,000 in total liabilities, and $2,419,000 in total
stockholders' equity.


OCALA NATIONAL: Weiss Ratings Assigns "Very Weak" E- Rating
-----------------------------------------------------------
Weiss Ratings has assigned its E- rating to Ocala, Florida-based
Ocala National Bank.  Weiss says that the institution currently
demonstrates what it considers to be significant weaknesses and
has also failed some of the basic tests Weiss uses to identify
fiscal stability.  "Even in a favorable economic environment,"
Weiss says, "it is our opinion that depositors or creditors could
incur significant risks."

Ocala National Bank is a national bank and is primarily regulated
by the Office of the Comptroller of the Currency.  Deposits have
been insured by the Federal Deposit Insurance Corporation since
Feb. 7, 1986.  Ocala National Bank's Web site at
http://www.ocalanationalbank.com/relates that the institution's  
goal is to be the premier bank in Ocala Marion County. "Our
strategy is to be an industry leader in banking technology,
empower our staff so that they may realize their potential, and
most of all deliver competitive products and services to our
customers," the bank's Web site says.

At June 30, 2008, Ocala National Bank disclosed $258 million in
assets and $244 million in liabilities in its regulatory filings.  


OCCULOGIX INC: Wants NASDAQ Council to Review Delisting Notice
--------------------------------------------------------------
OccuLogix, Inc., has received notification from the NASDAQ Listing
Qualifications Panel that the Panel has determined to delist the
company's securities from The NASDAQ Capital Market, effective
Sept. 18, 2008.

On Aug. 29, 2008, OccuLogix had requested additional time from
NASDAQ to regain compliance with the minimum stockholders' equity
and bid price requirements for continued listing on The NASDAQ
Capital Market.  The Company's request was based on its continuing
expectation that it will satisfy these requirements following the
implementation of the transactions that the company's stockholders
are being asked to approve at the Annual and Special Meeting of
Stockholders, to be held on September 30, 2008.  The Panel
determined not to grant the company's request, citing a lack of
authority under the NASDAQ Marketplace Rules to grant an extension
beyond September 18, 2008.

The Company intends to request that the NASDAQ Listing and Hearing
Review Council to review the Panel's determination in this matter
and grant the company the time necessary to regain compliance with
all applicable listing requirements, including the time to hold
the Annual and Special Meeting of Stockholders on September 30,
2008.  However, there can be no assurance that the Listing Council
will grant the company's request.

In view of the Panel's determination, OccuLogix will also take
steps to facilitate the transfer of the trading of its common
stock on the Over-the-Counter Bulletin Board, which is maintained
by the Financial Industry Regulatory Authority, on or prior to
September 18, 2008.  The Company plans to make a further
announcement regarding the timing of any quotation of its
securities on the OTCBB, when and if applicable.  The Panel's
determination has no impact on the company's listing on the
Toronto Stock Exchange.

                      About OccuLogix Inc.

Headquartered in Mississauga, Ontario, Canada, OccuLogix Inc.
(Nasdaq: OCCX; TSX: OC) -- http://www.occulogix.com/-- is a      
healthcare company focused on ophthalmic devices for the diagnosis
and treatment of age-related eye diseases.

                      Going Concern Doubt

Ernst & Young LLP, in Toronto, Canada, expressed substantial doubt
about OccuLogix Inc.'s ability to continue as a going concern
after auditing the company's consolidated financial statements for
the years ended Dec. 31, 2007, and 2006.  The auditing firm
pointed to the company's recurring operating losses and working
capital deficiency.


PAETEC HOLDING: Reports $14.7 Million Net Loss for June 2008
------------------------------------------------------------
Paetec Holding Corp. reported $14.7 million net loss on
total revenue of $405.2 million for the three month ended June 30,
2008, compared to $5.9 million net income on total revenues of
$274.4 million for the same period a year earlier.  The company
said that the second quarter 2008 increased to $405.3 million from
$274.5 million for second quarter 2007, principally due to the
addition of a full quarter of McLeodUSA results.

"Second quarter results, while being up versus 2007 results,
showed a slowing of the growth PAETEC has experienced over the
past several years," in commenting on the quarter, PAETEC Chairman
and CEO, Arunas A. Chesonis said.  "The second quarter results
were essentially flat versus the first quarter 2008.  Despite
these disappointing results, there are several positive takeaways
from second quarter 2008, most notably that our new sales are
solid, that we continue to generate substantial operating cash
flows, and that the achievement of anticipated synergies from our
acquisition of McLeodUSA continues to proceed well. We are also
announcing a share repurchase program which reflects our positive
outlook on the long-term business," he continued.

Mr. Chesonis commented, "PAETEC is pursuing a number of key
initiatives which are designed to enhance PAETEC's operational
efficiency going forward.  We have recently eliminated 151 full-
time equivalent positions, are aggressively pursuing a strategy to
disconnect unused facilities, and are slowing capital expenditures
to better align these costs with our current growth rate, while
continuing to invest for long-term opportunities."

The company's condensed consolidated balance sheets showed total
assets of $1.9 billion and total liabilities of $1.2 billion
resulting in a $684 million stockholders' equity.

                           Indebtedness

At June 30, 2008, $582.7 million was outstanding under PAETEC's
senior credit facility term loans, which have a maturity date of
February 28, 2013.  Before their maturity PAETEC is required to
make scheduled principal payments of $6 million annually on the
term loans.  At the end of second quarter 2008, PAETEC was well
within the sole financial maintenance covenant in its credit
facility which provides for a maximum permissible ratio of
consolidated debt to consolidated EBITDA of 5.00:1.00.  During
second quarter 2008, PAETEC reduced the principal on its term
loans by $9.8 million from excess cash flows, and by $11.3 million
in total.

At June 30, 2008, PAETEC had outstanding $300 million principal
amount of 9.5% senior notes due 2015. The senior notes have no
financial maintenance covenants.

No amounts available under PAETEC's $50 million revolving credit
facility were drawn at June 30, 2008.

A full-text copy of the company's condensed consolidated balance
sheets for the quarterly period ended June 30, 2008, is available
for free at http://ResearchArchives.com/t/s?3248

                       About PAETEC Holding

Headquartered in Fairport, New York, PAETEC Holding Corp.
(NASDAQ GS: PAET) -- http://www.paetec.com/-- provides large,   
medium-sized and, to a lesser extent, small business end-user
customers in metropolitan areas with a package of integrated
communications services that includes local and long distance
voice, data, and broadband Internet access services.  PAETEC
Holding had approximately 3,900 employees as of March 1, 2008.  

As of March 1, 2008, excluding the effect of the McLeodUSA merger,
PAETEC Holding had in service 124,261 digital T1 transmission
lines, which represented the equivalent of 2,982,264 telephone
lines, for over 30,000 business customers in a service area
encompassing 53 of the top 100 metropolitan statistical areas.

                          *     *     *

As reported in the Troubled Company Reporter on Aug. 12, 2008
Standard & Poor's Rating Services revised its outlook on Fairport,
N.Y.-based competitive local exchange carrier (CLEC) PAETEC
Holding Corp. to stable from positive following the company's
announcement that 2008 revenue and EBITDA would fall short of its
original guidance. S&P affirmed all ratings, including the 'B'
corporate credit rating. Total operating lease-adjusted debt is
approximately $1.2 billion.

                          *     *     *

PAETEC Holding Corp. still carries Moody's Investors Service's
Caa1 senior unsecured debt rating assigned on June 21, 2007.


PARAMOUNT BANK: Weiss Ratings Assigns "Very Weak" E- Rating
-----------------------------------------------------------
Weiss Ratings has assigned its E- rating to Farmington Hills,
Michigan-based Paramount Bank.  Weiss says that the institution
currently demonstrates what it considers to be significant
weaknesses and has also failed some of the basic tests Weiss uses
to identify fiscal stability.  "Even in a favorable economic
environment," Weiss says, "it is our opinion that depositors or
creditors could incur significant risks."

Paramount Bank is a member of the Federal Reserve, and customer
deposits have been insured by the Federal Deposit Insurance
Corporation since Feb. 12, 1998.  Paramount's Web site at
http://www.paramountbank.com/relates that the institution "was  
established to serve the Oakland and Macomb County communities"
and "offers a full-range of banking services including commercial
and residential lending and currently has full-service branch
locations in Birmingham, Clinton Township, Farmington Hills and
Ferndale."   

At June 30, 2008, Paramount Bank disclosed $265 million in assets
and $248 million in liabilities in its regulatory filings.  


PARDEY LIMITED: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Pardey Limited Partnership
        11819 Renton Avenue South
        Seattle, WA 98178

Bankruptcy Case No.: 08-16095

Type of Business: The Debtor owns and operates a bowling casino.

Chapter 11 Petition Date: September 18, 2008

Court: Western District of Washington (Seattle)

Judge: Karen A. Overstreet

Debtor's Counsel: Larry B. Feinstein, Esq.
                  Vortman & Feinstein
                  lbf@chutzpa.com
                  500 Union Street, Suite 500
                  Seattle, WA 98101
                  Tel: 206-223-9595

Total Assets: $7,303,500

Total Debts:  $3,984,000

The Debtor does not have any creditors who are not insiders.


PARCS MASTER: S&P Slashes 2006-2 Master Trusts Rating to BB
-----------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on PARCS
Master Trust's class 2006-2 Anzio units and removed the rating
from CreditWatch negative, where it was placed June 13, 2008.  
PARCS Master Trust is a synthetic corporate investment-grade
collateralized debt obligation.
     
The rating actions reflect the reference portfolio's rating
migration and a transaction restructuring.  The outcome is a
reference portfolio with a degraded overall credit quality that
supports a 'BB' rating, which is the highest rating for which the
synthetic rated overcollateralization is greater than 100%.
   
   
       Rating Lowered and Removed from Creditwatch Negative
                        PARCS Master Trust
    
             Class                       Rating
             -----                       ------
                                    To           From
                                    --           ----
             2006-2 trust units     BB           AAA/Watch Neg


PARCS MASTER: S&P Trims Rating on Cl. 2007-6 Calvados Units to BB
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on PARCS
Master Trust's class 2007-6 Calvados units to 'BB' from 'BBB-'.  
PARCS Master Trust is a synthetic corporate investment-grade
collateralized debt obligation.
     
The rating action reflects the reference portfolio's ratings
migration and a transaction restructuring.  The outcome is a
reference portfolio with a degraded overall credit quality that
supports a 'BB' rating, which is the highest rating for which the
synthetic rated overcollateralization is greater than 100%.


PHARMANET DEVELOPMENT: S&P Cuts Rating to 'B' on Reduced Revenue
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on contract research organization PharmaNet Development
Group Inc. to 'B' from 'B+'.  The outlook is negative.
      
"This rating action is the result of reduced revenue expectations
for the remainder of 2008, stemming from contract delays and
cancellations recently disclosed by the company," explained
Standard & Poor's credit analyst Alain Pelanne.  "This follows
significant contract cancellations in the fourth quarter of 2007
and first quarter of 2008."
     
While PharmaNet has regained liquidity under its revolving credit
facility as the result of an amendment in July 2008, and currently
does not have any borrowings under it, if the company does not
refinance its convertible notes by Feb. 1, 2009, the revolver will
no longer be available to the company on Feb. 15.
     
The rating on Princeton, New Jersey-based PharmaNet continues to
reflect the company's position as a growing, but still small,
participant in the global market for outsourced clinical trial
services, the risk of further contract cancellations, concerns
related to refinancing the company's convertible notes, and
uncertainty with respect to an ongoing SEC investigation.  These
risks outweigh the company's large cash balance and relatively
low-cost debt.
     
Liquidity is provided by the company's $51 million of cash and
equivalents as of June 30, 2008.  In addition, the company does
not have any borrowings under its recently restored revolving
credit facility.  While covenants were renegotiated as part of the
recent amendment, once again giving the company some room, the
maturity of the revolver may be triggered by Feb. 15, 2009, if the
company has not refinanced its convertible notes by then.  Beyond
that date, a significant potential call on cash could take place
on Aug. 15, 2009, when the $143.75 million of convertible notes
can be put to the company by the noteholders.
     
PharmaNet's $45 million senior secured revolving credit facility
due in 2009 is rated 'BB-', with a recovery rating of '1',
indicating the expectation for very high (90% to 100%) recovery in
the event of a payment default.  The company's $143.75 million
senior convertible notes due in 2024 are rated 'CCC+', with a
recovery rating of '6', indicating the expectation for negligible
(0% to 10%) recovery in the event of a payment default.
     
S&P's outlook on PharmaNet is negative.  Unexpectedly high amounts
of contract cancellations and delays will result in weaker-than-
expected performance for the balance of 2008.  While the
significant cash balance should provide some cushion during the
rest of the year, the company faces some potential calls on
resources in 2009.  Most significant remains the company's
convertible notes, which can be put to the company in August 2009,
but also of concern remains the potential reduction in liquidity
in February 2009, if the revolver's early maturity is triggered.

At that point, increased concerns regarding liquidity ahead of the
potential put of the company's convertible notes could lead to a
further downgrade.  An outlook revision to stable could accompany
the restoration of confidence in the company's liquidity position
and its demonstrated ability to win and retain contracts at
historical levels.


PORTOLA PACKAGING: To Refund Exit Lender's Due Diligence Expenses
-----------------------------------------------------------------
Portola Packaging, Inc., and its debtor affiliates are asking the
U.S. Bankruptcy Court for the District of Delaware for permission
to use estate funds to pay deposits and the costs and expenses
that their potential lender incurred in developing, negotiating
and documenting a commitment to provide exit financing.  The
Debtors also seek to pay the reasonable fees and disbursements of
the exit lenders' counsel.

The Debtors have executed a letter of intent with Wells Fargo
Foothill, Inc.  The Debtors note that Wells Fargo has performed
due diligence.  They anticipate Wells Fargo to execute a formal
commitment.

The Debtors have agreed to pay Wells Fargo a $50,000 initial
expense deposit.  To execute the exit financing fully, the Debtors
must pay Wells Fargo a second expense deposit of $100,000 within
three weeks from the acceptance of the letter of intent.

The Debtors note that "while admittedly not ideal from a
bankruptcy process standpoint," they have already paid Wells Fargo
the initial deposit.  They believe that such payment was necessary
under the circumstances.

The Debtors seek to obtain exit financing to repay their
prepetition secured DIP financing, fund certain obligations under
their prepackaged plan, and provide necessary working capital on a
going-forward basis.

The Debtors have filed the letter of intent under seal.  The
Debtors note that the letter of intent contains sensitive and
confidential commercial information.  They also note that they are
involved in an open and competitive bidding process for exit
financing.  Disclosure of the structure and terms of the LOI could
have detrimental effect on the bidding process.

                      About Portola Packaging

Portola Packaging Inc. -- http://www.portpack.com/-- designs,
manufactures, and markets a full line of tamper-evident plastic
closures, bottles, and equipment for the beverage and food
industries, as well as plastic closures and containers for the
cosmetics industry.  The company has locations in China, Mexico
and Belgium.

The company and 6 of its debtor-affiliates filed for Chapter 11
reorganization on Aug. 27, 2008 (Bankr. D. Del. Lead Case No.
08-12001).  David L. Eaton, Esq., David A. Agay, Esq., Jeffrey W.
Gettleman, Esq., and Todd M. Schwartz, Esq., at Kirkland & Ellis,
in Chicago, Illinois; and Edmon L. Morton, Esq., Robert S. Brady,
Esq., and Sean T. Greecher, Esq., at Young, Conaway, Stargatt &
Taylor, in Wilmington, Delaware, represent the Debtors as counsel.  
No committees have been appointed in the Debtors' cases.

The Debtors filed a plan of reorganization and disclosure
statement together with their chapter 11 petition.  The Court has
set a hearing for October 6, 2008, to consider confirmation of the
Plan.

When the Debtors filed for protection from their creditors, they
listed assets of between US$50 million and US$100 million, and
debts of between US$100 million and US$500 million.


PORTOLA PACKAGING: Noteholder Objects to Plan Confirmation
----------------------------------------------------------
Edward G. Salloom, Jr., and his wife, Claudia R. Sullivan, wrote
the Hon. Christopher S. Sontchi of the U.S. Bankruptcy Court for
the District of Delaware, stating that Portolo Packaging Inc.'s
prepackaged plan of reorganization is unconfirmable since the plan
treats certain senior note holders differently from others.

Mr. Salloom and his wife hold $50,000 face value of the 8.25%
Portola Packaging Senior Notes.  Mr. Salloom also wrote on behalf
of his sister, Donna Salloom George, who holds $50,000 in Senior
Notes.

Mr. Salloom says "there will be no fair and transparent market for
the shares owned by a small stockholder."  He relates that he
received on September 3, 2008, a quote to sell his bonds for
$9.50/$100 -- far below the 56% recovery value that appears in the
Plan.

"In reality, each share given to each small stockholder has
considerable less value than each share given to each large
stockholder (i.e, Wayzata Investment Partners, LLC).  The argument
taht all claimants in Class 3 will receive shares on a Pro Rata
basis, thus the claimants are being treated equally is a specious
argument," Mr. Salloom wrote.

Mr. Salloom suggests that the Plan be amended to include that the
company will use its best efforts to register the stock on a
national securities exchange.  Otherwise, the company should offer
small noteholders who do not wish to own equity in the reorganized
company the option to receive cash for the Senior Notes at the
estimated recovery value.

                      About Portola Packaging

Portola Packaging Inc. -- http://www.portpack.com/-- designs,
manufactures, and markets a full line of tamper-evident plastic
closures, bottles, and equipment for the beverage and food
industries, as well as plastic closures and containers for the
cosmetics industry.  The company has locations in China, Mexico
and Belgium.

The company and 6 of its debtor-affiliates filed for Chapter 11
reorganization on Aug. 27, 2008 (Bankr. D. Del. Lead Case No.
08-12001).  David L. Eaton, Esq., David A. Agay, Esq., Jeffrey W.
Gettleman, Esq., and Todd M. Schwartz, Esq., at Kirkland & Ellis,
in Chicago, Illinois; and Edmon L. Morton, Esq., Robert S. Brady,
Esq., and Sean T. Greecher, Esq., at Young, Conaway, Stargatt &
Taylor, in Wilmington, Delaware, represent the Debtors as counsel.  
No committees have been appointed in the Debtors' cases.

The Debtors filed a plan of reorganization and disclosure
statement together with their chapter 11 petition.  The Court has
set a hearing for October 6, 2008, to consider confirmation of the
Plan.

When the Debtors filed for protection from their creditors, they
listed assets of between US$50 million and US$100 million, and
debts of between US$100 million and US$500 million.


PORTOLA PACKAGING: Taps Kirkland & Ellis as Lead Counsel
--------------------------------------------------------
Portola Packaging, Inc., and its debtor-affiliates seek  
permission from the U.S. Bankruptcy Court for the District of
Delaware to employ Kirkland & Ellis, LLP as bankruptcy counsel.

As bankruptcy counsel, Kirkland will, among others, advise the
Debtors with respect to their powers and duties in the continued
management and operation of their business and properties, take
all necessary action to protect and preserve the Debtors' estates,
and assist in negotiating, preparing and obtaining approval of
their chapter 11 plan.

The professionals expected to have primary responsibility for
providing services to the Debtors and their rates are:

   David L. Eaton, Esq.             $855
   David A. Agay, Esq.              $605
   Jeffrey W. Gettleman             $590
   Todd M. Schwartz                 $390

David A. Agay, Esq., a partner at Kirkland, disclosed that on
July 7, 2008, Portola paid the firm a classic retainer of $150,000
and made a $100,000 additional retainer payment on July 18.  Mr.
Agay assures the Court that his firm doesn't have any interest
adverse to the Debtors' estate and that the firm is a
"disinterested person" within the meaning of Section 101(14) of
the Bankruptcy Code.

                      About Portola Packaging

Portola Packaging Inc. -- http://www.portpack.com/-- designs,
manufactures, and markets a full line of tamper-evident plastic
closures, bottles, and equipment for the beverage and food
industries, as well as plastic closures and containers for the
cosmetics industry.  The company has locations in China, Mexico
and Belgium.

The company and 6 of its debtor-affiliates filed for Chapter 11
reorganization on Aug. 27, 2008 (Bankr. D. Del. Lead Case No.
08-12001).  No committees have been appointed in the Debtors'
cases.

The Debtors filed a plan of reorganization and disclosure
statement together with their chapter 11 petition.  The Court has
set a hearing for October 6, 2008, to consider confirmation of the
Plan.

When the Debtors filed for protection from their creditors, they
listed assets of between US$50 million and US$100 million, and
debts of between US$100 million and US$500 million.


PORTOLA PACKAGING: Seeks to Hire Young Conaway as Delaware Counsel
------------------------------------------------------------------
Portola Packaging Inc., and its affiliates have tapped Young
Conaway Stargatt & Taylor LLP as bankruptcy co-counsel. They ask
the U.S. Bankruptcy Court for the District of Delaware to bless
the engagement.

Portola seeks to retain Young Conaway because of the firm's
extensive knowledge, expertise and experience in the field of
debtors' and creditors rights and business reorganization under
Chapter 11, as well as the firm's knowledge, expertise and
experience practicing before the Delaware Bankruptcy Court.

Portola notes that Young Conaway has discussed the division of
responsibilities with Kirkland & Ellis, the Debtors' lead counsel,
and will make every effort to avoid duplication of efforts.

The principal attorneys and paralegal designated to represent the
Debtors and their hourly rates are:

     Robert S. Brady, partner              $560
     Edmon L. Morton, partner              $430
     Sean T. Greecher, associate           $305
     Frank Grese III, associate            $240
     Melissa L. Bertsch, paralegal         $135

Mr. Brady discloses that on August 6, his firm got a $75,000
retainer from the Debtors.  The firm also received additional
payments after that for services rendered.

Mr. Brady assures the Court that his firm doesn't have any
interest adverse to the Debtors' estate and that the firm is a
"disinterested person" within the meaning of Section 101(14) of
the Bankruptcy Code.

                      About Portola Packaging

Portola Packaging Inc. -- http://www.portpack.com/-- designs,
manufactures, and markets a full line of tamper-evident plastic
closures, bottles, and equipment for the beverage and food
industries, as well as plastic closures and containers for the
cosmetics industry.  The company has locations in China, Mexico
and Belgium.

The company and 6 of its debtor-affiliates filed for Chapter 11
reorganization on Aug. 27, 2008 (Bankr. D. Del. Lead Case No.
08-12001).  No committees have been appointed in the Debtors'
cases.

The Debtors filed a plan of reorganization and disclosure
statement together with their chapter 11 petition.  The Court has
set a hearing for October 6, 2008, to consider confirmation of the
Plan.

When the Debtors filed for protection from their creditors, they
listed assets of between US$50 million and US$100 million, and
debts of between US$100 million and US$500 million.


PRINCE OF PEACE: Case Summary & Largest Unsecured Creditor
----------------------------------------------------------
Debtor: Prince of Peace Baptist Church
        844 Garth Avenue
        Akron, OH 44320

Bankruptcy Case No.: 08-53352

Type of Business: The Debtor is a religious organization.

Chapter 11 Petition Date: September 17, 2008

Court: Northern District of Ohio (Akron)

Judge: Marilyn Shea-Stonum

Debtor's Counsel: David A. Mucklow, Esq.
                  davidamucklow@yahoo.com
                  4882 Mayfair Road
                  North Canton, OH 44720
                  Tel: (330) 896-8190
                  Fax : (330)896-8201

Total Assets: $1,135,725

Total Debts: $258,558

Debtor's list of its Largest Unsecured Creditor:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Reverend Walter Humprey          Professional Fees     $157,553
Attn: Dorothy D. Guillory
1271 Washington Avenue, Suite 380
San Leandro, CA 94577


QUAKER FABRIC: Panel Sues Ex-Officers for Fraudulent Transfers
--------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in the
cases of Quaker Fabric Corporation and Quaker Fabric Corporation
of Fall River has sued former officers of the Debtors to avoid
certain transfers.  The officers are Larry Liebenow, Paul Kelly,
Duncan Whitehead, James Dulude, Thomas Muzekari, Michael Costa,
and Mabel Spires.

The Committee tells the U.S. Bankruptcy Court for the District of
Delaware that within the 90 days preceding the Petition Date, the
Debtors made transfers of money to or for the benefit of the
Defendants.  The Transfers were of a property interest of the
Debtors, and were made to or for the benefit of the Defendants as
creditors of the Debtors and were in payment of accrued but unpaid
and untaken vacation leave.  The Committee says the Debtors made
the Transfers for, or on account of, antecedent debts owed by the
Debtors before the Transfers were made.  The Transfers were made
while the Debtors were insolvent, and enabled the Defendants to
receive more than the Defendants would receive if: (a) the
Debtors' bankruptcy cases were administered under chapter 7 of the
Bankruptcy Code; (b) the Transfers had not been made; and (c) the
Defendants received payment of such debt to the extent provided by
the Bankruptcy Code.

The Committee also contends that the Debtors received less than a
reasonably equivalent value in exchange for the Transfers.  

The Debtors' Schedules of Assets and Liabilities list priority and
non-priority claims of the Defendants in an aggregate amount
exceeding $6.6 million.  The Committee contends that the Scheduled
Claims of the Defendants against the Debtors must be disallowed
and expunged for the reason that the Defendants have not paid or
surrendered the Transfers to the Committee or to the Debtors.

The Committee also contends that the Defendants, as insiders of
the Debtors, have scheduled for themselves on the Debtors'
Schedules claims for severance pay, change of control, accrued
vacation, deferred compensation, and additional deferred
compensation that exceed $6.2 million in the aggregate.  The total
of all unsecured non-priority claims appearing on the Debtors'
Schedules, including the scheduled claims of the Defendants, is
less than $25.2 million.  The Committee notes that the unsecured
non-priority claims that the Debtors scheduled for the insider
Defendants are thus approximately one-quarter of all such
scheduled unsecured non-priority claims for both Debtors.  
Pursuant to section 510(c) of the Bankruptcy Code, the unsecured
non-priority claims that the Debtors scheduled for the insider
Defendants should equitably be subordinated to all other unsecured
non-priority claims, which are generally comprised of the claims
of outside vendors and other creditors that parted with value by
providing goods and services to the Debtors and are unpaid, the
Committee says.

                        About Quaker Fabric

Based in Fall River, Mass., Quaker Fabric Corp. (NASDAQ: QFAB)
-- http://www.quakerfabric.com/-- designs, manufactures, and
markets woven upholstery fabrics primarily for residential
furniture manufacturers and jobbers.  It also develops and
manufactures specialty yarns, including chenille, taslan, and spun
products for use in the production of its fabrics, as well as for
sale to distributors of craft yarns, and manufacturers of
homefurnishings and other products.  The company is one of the
largest producers of Jacquard upholstery fabrics.

Quaker Fabric sells its products through sales representatives
andindependent commissioned sales agents in the United States,
Canada, Mexico, and internationally.

The company and its affiliate, Quaker Fabric Corporation of Fall
River, filed for chapter 11 protection on Aug. 16, 2007 (Bankr. D.
Del. Case No. 07-11146).  John D. Sigel, Esq. at Wilmer Cutler
Pickering Hale and Dorr LLP and Joel A. Waite, Esq. at Young
Conaway Stargatt & Taylor LLP are co-counsels to the Debtors.  
Epiq Bankruptcy Solutions is the Debtors' claims agent.  The
Official Committee of Unsecured Creditors has selected Shumaker,
Loop & Kendrick, LLP, as its bankruptcy counsel and Benesch,
Friedlander, Coplan & Aronoff, LLP, as co-counsel.

The Hon. Kevin Gross confirmed the Debtors' second amended joint
liquidating plan on August 27, 2008.  The Plan contemplates the
liquidation of assets of the Debtors for the benefit of their
creditors and the appointment of a liquidating agent.  On the
plan's effective date, the liquidating agent, on behalf
of the Debtors, will pay in cash in full all (i) administrative
expense claims, (ii) priority tax claims, and (iii) secured
claims.  Holders of unsecured claims will receive their pro rata
share of available cash, if any.

The Debtors' schedules reflect total assets of $41,375,191 and
total liabilities of $54,435,354.


REDROLLER INC: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: RedRoller, Inc.
        fka n Front, LLC
        1266 East Main Street
        Soundview Plaza
        Stamford, CT 06902

Bankruptcy Case No.: 08-50877

Type of Business: The Debtor provides reporting and package
                  tracking integrated with other applications from
                  Outlook to eBay to QuickBooks.
                  See http://www.redroller.com/

Chapter 11 Petition Date: September 17, 2008

Court: District of Connecticut (Bridgeport)

Debtor's Counsel: James Berman, Esq.
                  Zeisler and Zeisler
                  jberman@zeislaw.com
                  558 Clinton Avenue
                  P.O. Box 3186
                  Bridgeport, CT 06605
                  Tel: (203) 368-4234

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

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

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

           http://bankrupt.com/misc/ctb08-50877.pdf


R & G PROPERTIES: Case Summary & 8 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: R & G Properties, Inc.
        149 Partridge Rd.-Berlin
        Barre, VT 05641

Bankruptcy Case No.: 08-10876

Type of Business: Single Assets Real Estate

Chapter 11 Petition Date: September 17, 2008

Court: District of Vermont (Rutland)

Debtor's Counsel: Michelle M. Kainen, Esq.
                  mkainen@sover.net
                  Kainen Law Office
                  P.O. Box 919
                  White River Junction, VT 05001
                  Tel: (802) 296-2100
                  Fax: (802) 296-2055

Estimated Assets: $2,525,028

Estimated Debts: $4,023,725

Debtor's Eight Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Biederman Law Office           Legal services           $1,961.00
P.O. Box 6001
Rutland, VT 05702

Capmark Finance Inc.           5 mobile home        $3,207,871.00
5 Park Plaza #400              parks               ($2,525,000.00
Irvine, CA 92614                                     secured)
                                                      
Lauren Kolitch                 Legal services           $1,701.00
502 Mikhal Dr.             
Waitsfield, VT 05673       

Lisa Chalidze                  Legal services          $39,324.00
548-560 Herrick St.        
Benson, VT 05743           

R & G Properties II, Inc.      Loan                       $400.00
149 Partridge Rd.-Berlin   
Barre, VT 05641            

R & G Properties III, Inc.     Legal fees                 $179.00
149 Partridge Rd.-Berlin       
Barre, VT 05641

Ran-Mar Corporation            Mobile Home parks       $712,805.00
149 Partridge Rd.-Berlin                            ($2,350,000.00
Barre, VT 05641                                       secured)

Ran-Mar Corporation            Services,                 59,484.00
149 Partridge Rd.-Berlin       maintenance and
Barre, VT 05641                repairs


ROBERT BUTLER: Majority Owned Restaurant Fails to Pay Rent
----------------------------------------------------------
Grand Traverse Bay Entertainment LLC/TC Sports Partners, the
restaurant whose majority owner is Robert Butler, was evicted for
owing thousands of dollars in rent Traverse City Business News
reports, citing court documents.

The restaurant was turned over to Jeff Mugerian.  According to the
report, Grand Traverse Bay Entertainment owed Mugerian Properties
of Lake Leelanau $44,403.41 in order to keep possession of
Shooters All Star Pub.  Shooters is now closed.

The report, citing court records, stated Grand Traverse Bay
Entertainment filed a claim of appeal with the Circuit Court on
Aug. 28.

Mr. Butler filed for bankruptcy under Chapter 11 in April in the
U.S. Bankruptcy Court for the Western Michigan District.


RUNNING DEER: Sues Ron Jaworski for Alleged Deceptive Practices
---------------------------------------------------------------
Edward Carman, the owner of Running Deer Golf Club LLC, has sued  
entrepreneur Ron Jaworski in Salem Superior Court on claims tha
this allegedly deceptive business practices forced the club to
file for bankruptcy, Randall Clark reported Wednesday in Today's
Sunbeam (N.J.).

According to the lawsuit, Mr. Jaworski offered to help the Carman
family pay mounting mortgage dues.  Mr. Carman's attorney, Peter
Greiner, said that Mr. Carman was "led to believe that he was
dealing with a future partner rather than someone hostile to his
interests."

Mr. Carman is seeking an amount exceeding $50,000 for compensatory
and punitive damages, requesting a trial by jury.

According to the report, Mr. Greiner said Mr. Jaworski offered at
first to either enter into a near equal partnership so Mr. Carman
could continue operating the club, or purchase the mortgage and
resell it to Mr. Carman for a small profit.

Mr. Jaworski, 57, who is the chief executive officer of Ron
Jaworski Golf Management of Blackwood, opted instead "to buy the
mortgage from Sterling Bank for $3 million and make an unreachable
proposal to [Mr.] Carman, according to the suit."

"It was the intention of Defendant [Mr.] Jaworski...to purchase
the mortgage, obtain control of the golf club, expel the
plaintiffs as owners and officers of the club and to expel (Mr.
Carman) from his home," Mr. Greiner said.

                        About Running Deer

Based in Elmer, N.J., Running Deer Golf Club LLC owns and operates
an 18-hole golf course off Parvin Mill Road, in Pittsgrove, N.J.
The company filed for Chapter 11 relief on March 13, 2008 (Bankr.
D. N.J. Case No. 08-14439).  Joel Schwartz, Esq., at Law Offices
of Joel Schwartz, represents the Debtor as counsel.  When the
Debtor filed for protection from its creditors, it listed assets
of between $1 million and $100 million, and debts of between
$1 million and $100 million.  


SALEM COMMUNICATIONS: S&P Puts 'B+' Corp. Credit Under Neg. Watch
-----------------------------------------------------------------
Standard & Poor's Rating Services placed its ratings on Camarillo,
California-based radio broadcasting company Salem Communications
Corp., including the 'B+' corporate credit rating, on CreditWatch
with negative implications.
     
"The CreditWatch listing reflects uncertainty surrounding the
company's ability to meet financial covenant step-downs in the
first quarter of 2009, as well as risks linked to its
intermediate-term need for comprehensive refinancing," noted
Standard & Poor's credit analyst Michael Altberg.
     
Leverage as of June 30, 2008 was 5.99x, versus a 6.75x covenant,
which steps down to 5.75x on March 30, 2009, and then to 5.50x at
the end of 2009.  Senior secured debt to EBITDA was 4.2x versus a
5.0x covenant, which steps down to 4.5x on March 30, 2009.  S&P
believe that without meaningful asset sales or a significant
turnaround in operating performance, the company will be unable to
meet the total leverage covenant step-down in March 2009.  In the
current credit environment, a potential amendment could entail a
meaningful increase in interest expense on bank borrowings, as
more than 70% of the company's current debt balance consists of
senior secured debt.  Salem generates relatively healthy
discretionary cash flow, providing some flexibility against
potential interest rate increases.
     
For the second quarter of 2008, revenue and EBITDA declined 2.2%
and 6.0%, respectively, as the company experienced declines in
both advertising and block programming time revenue.  Revenue
growth of 22% in the nonbroadcast segment, which contains
publishing and Internet activities, was not able to offset the
decline in core revenues and block programming.  The company is
projecting continued weakness in the third quarter of 2008, with
revenue declining in the low single digits.
     
Lease-adjusted debt to EBITDA at June 30, 2008 was high, at 6.8x.  
EBITDA coverage of interest was about 2.3x as of the same date.  
Salem converted a healthy 41% of EBITDA to discretionary cash flow
for the 12 months ended June 30, 2008.  The company's senior
secured facilities consist of a $52.5 million revolver that
matures March 25, 2009, a $75 million term loan B ($72 million
outstanding as of June 30, 2008) that matures March 10, 2010, and
a $165 million term loan C ($161.7 million outstanding) that
matures June 30, 2012 or six months prior to the maturity of any
subordinated debt.  Salem's $100 million of 7.75% senior
subordinated holding company notes mature on Dec. 15, 2010, and,
as a result, the term loan C will be due on June 15, 2010.  

For this reason, S&P expects that the company will need to
refinance its capital structure over the next year to 18 months,
which could pose additional risks if credit market conditions
don't improve.
     
In resolving the CreditWatch listing, S&P will continue to monitor
Salem's business outlook and review management's plan, if any, for
seeking an amendment to obtain permanent covenant relief.  S&P
could lower the rating if a potential amendment results in a
meaningful increase in interest expense that, together with
prolonged operating weakness, impedes discretionary cash flow
generation.  Regardless of an amendment, S&P could lower the
rating if leverage remains high and the company continues to
deploy the majority of its discretionary cash flow toward
acquisitions.


SANDISK CORP: $5.8BB Samsung Offer Cues S&P to Put Dev. Watch
-------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B+' corporate
credit and senior unsecured ratings on Milpitas, California-based
SanDisk Corp. on CreditWatch with Developing implications
following the announcement that Samsung Electronics Co. Ltd.
(A/Stable/A-1) has made an offer to acquire SanDisk for about
$5.8 billion in cash.
     
While SanDisk has rejected the offer, the announcement has
generated reports that Toshiba Corp. (BBB+/Stable/A-2) may be
interested in acquiring the company.  If SanDisk is acquired by
either of these two companies, the ratings on SanDisk's senior
unsecured debt will likely be raised, although the extent of any
upgrade would depend on strategic and structural considerations
of the transaction.
      
"If SanDisk remains independent, the company faces significant
pressure on earnings and cash flow over the near term," said
Standard & Poor's credit analyst Lucy Patricola.  Liquidity has
been declining and was $2.5 billion as of June 29, 2008, providing
key rating support.  "If liquidity depletes to less than
$2 billion over the coming quarters, the rating could be lowered,"
added Ms. Patricola.
     
Standard & Poor's will monitor developments related to possible
acquisition candidates, as well as SanDisk's responses and its
operating trends to determine the final impact on the rating.


SECURITY PACIFIC: Weiss Ratings Assigns "Very Weak" E- Rating
-------------------------------------------------------------
Weiss Ratings has assigned its E- rating to Los Angeles, Calif.-
based Security Pacific Bank.  Weiss says that the institution
currently demonstrates what it considers to be significant
weaknesses and has also failed some of the basic tests Weiss uses
to identify fiscal stability.  "Even in a favorable economic
environment," Weiss says, "it is our opinion that depositors or
creditors could incur significant risks."

Security Pacific Bank is not a member of the Federal Reserve.  
Deposits have been insured by the Federal Deposit Insurance
Corporation since Dec. 7, 1981.  Security Pacific's Web site at
http://www.securitypacificbank.com/describes the institution as  
"a community bank" serving "small to mid-size businesses and high
net-worth individuals," adding that its downtown Los Angeles
office gives it the ability to "assist companies with
international trade financing."

At June 30, 2008, Security Pacific Bank disclosed $587 million in
assets and $550 million in liabilities in its regulatory filings.  


STRUCTURED ENHANCED: Fitch Cuts Notes Rating, Removes Neg. Watch
----------------------------------------------------------------
Fitch Ratings has downgraded and removed from Rating Watch
Negative the notes issued by Structured Enhanced Return Vehicle
Trust, series 1998-1 (SERVES 1998-1).  These rating action is
effective immediately:

  -- $87,084,000 notes to 'BB' from 'BBB'.

The rating actions reflect the application of methodology outlined
under Fitch's updated Market Value Structures criteria, published
April 18, 2008.  In addition, the ratings consider the sustained
market value decline in the secondary leveraged loan market that
has increased the vulnerability of these classes to a
deteriorating credit environment.  Fitch continues to be concerned
about pricing volatility in leveraged loan secondary markets.

The downgrade of the notes to 'BB' reflects its distance-to-
trigger metric relative to the advance rate ranges published in
Fitch's updated MVS criteria.  The DTT is now below 9% according
to Fitch's most recent calculation, with the portfolio categorized
into 81% Category 2 assets, 17% Category 3 assets, and 3% Category
4 assets.  The rating of the notes also benefits from the
seasoning of the transaction, which is evidenced by the large
amount of trapped excess spread in the Cumulative Payment Amount
account.  Furthermore, the transaction is nearing the end of its
reinvestment period.  This will have the effect of increasing
future trapped excess spread due to the step down in coupon
payments to the notes.

SERVES 1998-1 is a synthetic total rate of return collateralized
loan obligation with a market value termination trigger.  The
transaction closed on Nov. 25, 1998 and is managed by AEGON USA
Investment Management.

The rating on the notes addresses the timely payment of interest
and ultimate payment of principal by the stated maturity date of
Nov. 15, 2013.


STRUCTURED ENHANCED: Fitch Removes $47.5MM Notes Rating from Watch
------------------------------------------------------------------
Fitch Ratings has removed from Rating Watch Negative the class A
notes issued by Structured Enhanced Return Vehicle Trust
Securities 2004-1, Ltd. (SERVES 2004-1).  This rating action is
effective immediately:

  -- $47,500,000 class A notes remain at 'CCC'.

The rating actions reflect the application of methodology outlined
under Fitch's updated Market Value Structures criteria, published
April 18, 2008.  In addition, the ratings consider the sustained
market value decline in the secondary leveraged loan market that
has increased the vulnerability of these classes to a
deteriorating credit environment.  Fitch continues to be concerned
about pricing volatility in leveraged loan secondary markets.

The class A notes have benefited from an asset put agreement
between the note investor and the swap counterparty.  The put
agreement has the economic effect of increasing the amount of
market value declines the transaction can withstand before a
termination event occurs.  Although, the distance-to-trigger
metric relative to the advance rate ranges published in Fitch's
updated MVS criteria indicates a 'BB' rating, from a cash flow
perspective, the probability of default for the Class A notes is
consistent with a 'CCC' rating.  The DTT is now at approximately
28% according to Fitch's most recent calculation, with the
portfolio categorized into 72% Category 2 assets, 20% Category 3
assets, and 8% Category 4 assets.

SERVES 2004-1 is a synthetic total rate of return collateralized
loan obligation with a market value termination trigger.  The
transaction closed on Nov. 4, 2004 and is managed by PPM America.

The rating of the class A notes addresses the likelihood that
investors will receive timely payment of interest as well as the
stated balance of principal by the legal final maturity date.


SUMMIT GLOBAL: Hecny Asks 3rd Cir. to Reverse Sale Order
--------------------------------------------------------
Hecny Transportation Limited and Hecny Shipping Limited are asking
the U.S. Court of Appeals for the Third Circuit to reverse a lower
court decision related to the sale of Summit Global Logistics,
Inc.'s assets.

On July 29, 2008, Judge Susan D. Wigenton of the U.S. District
Court for the District of New Jersey affirmed a ruling by the U.S.
Bankruptcy Court for the District of New Jersey denying a
discovery request by Hecny prior to the March 13, 2008 sale
hearing in Summit Global's case.  The District Court also upheld
the Bankruptcy Court's order approving the Debtors' asset sale.

Summit Global has sold substantially all of its assets to TriDec
Acquisition Co. pursuant to Section 363 of U.S. Bankruptcy Code.  
Summit Global filed for bankruptcy to facilitate the transaction.

TriDec is a company formed by certain founders of Summit's
operating companies and members of senior management.  The
Bankruptcy Court on Feb. 14, 2008, approved procedures for the
sale of the company's assets.

Hency has raised these issues:

   -- whether the Bankruptcy Court erred in finding that a
      proposed sale of assets allegedly owned by the Debtors to
      TriDec, a company owned by certain members of the Debtors'
      insider management, constituted a sale to a good faith
      purchaser under Section 363(m) where the proposed insider
      sale generated no proceeds for the estate from which to
      pay even a portion of the claims of general unsecured
      creditors' claims, and where Hecny, an objecting creditor
      and party-in-interest, was not provided with any discovery
      prior to the sale;

   -- Whether the Bankruptcy Court erred in finding that the
      Debtors were the sole and lawful owners of the assets to be
      sold where Debtors failed to introduce or proffer any
      evidence concerning the Debtors' ownership of the assets
      and where Hecny, in objecting to the sale, asserted a
      legitimate dispute as to the Debtors' right, title and
      interest in and to such assets;

   -- Whether the Bankruptcy Court erred in quashing Rule 2004
      Examinations issued by Hecny -- creditors and paries-in-
      interest asserting an ownership interest in assets that
      were proposed to be sold to TriDec -- where the subpoenas
      were issued to certain members of the Debtors' management,
      including Robert Agresti -- the CEO for debtor Summit
      Global Logistics, Inc. and an owner of TriDec -- and
      denying Hecny's motion to compel those same Rule 2004
      Examinations;

   -- Whether the Bankruptcy Court erred in finding that the
      sale of substantially all of the Debtors' assets to
      TriDec did not constitute an improper sub rosa plan.

Hecny is represented in the cases by Nancy A. Washington, Esq.,
and Mark A. Roney, Esq., at SAIBER LLC, in Newark, New Jersey; and
Irving B. Levinson, Esq., and John S. Delnero, Esq., at BELL, BOYD
& LLOYD LLP, in Chicago, Ilinois.

                        About Summit Global

Headquartered in East Rutherford, New Jersey, Summit Global
Logistics Inc. fdba Aeorbic Creations Inc. --
http://www.summitgl.com/-- offers a network of strategic
logistics services, such as non-vessel operating common carrier
ocean services, overseas consolidation, air freight forwarding,
warehousing & distribution, cross-dock, transload, customs
brokerage and trucking.

The Company and its 17 affiliates filed for Chapter 11 protection
on January 30, 2008 (Bankr. N.J. Case No. 08-11566).  Lowenstein
Sandler, P.C., initially represented the Debtors in their
restructuring efforts.  In September, Lowenstein Sandler said it
is withdrawing from the case.

No Official Committee of Unsecured Creditors has been appointed in
this cases.  When the Debtor filed for protection against their
creditors, it list assets of between $50 million and $100 million
and debts of between $100 million and $500 million.

The Court named Perry M. Mandrino, CPA, at Traxi LLC in New York,
as examiner of the Debtors' estate.


SUPERVALU INC: Fitch Affirms Issuer Default Rating at 'BB-'
-----------------------------------------------------------
Fitch Ratings has affirmed SUPERVALU Inc.'s Issuer Default Rating
and outstanding debt ratings as:

  -- IDR at 'BB-';
  -- $2 billion revolving bank credit facility at 'BB';
  -- $1.25 billion term loan A at 'BB';
  -- $750 million term loan B at 'BB';
  -- Senior unsecured notes at 'BB-'.

The Rating Outlook is Positive. As of June 16, 2007, SUPERVALU had
$8.85 billion of debt outstanding including capital leases.

The ratings reflect SUPERVALU's diverse geographic presence and
operating formats, a well defined operating strategy and its
commitment to debt reduction.  The ratings also consider the
operating pressures from a weak economy, higher costs and pricing
initiatives and the highly competitive operating environment.  
Future rating decisions will consider the company's ability to
effectively execute on its operating strategy, as well as its
level of debt reduction.

SUPERVALU is one of the largest operators in the U.S. grocery
business with annual sales of over $44 billion across 2,475 food
stores and supply chain services operations.  Over the past two
years since the acquisition of 1,117 Albertson's Inc. stores,
SUPERVALU has developed and implemented a strategy to improve its
in-store execution, the quality of its store base through its
'Premium, Fresh and Healthy' store remodels, and its merchandising
including its private label offering and leveraging its national
scale.  Fitch expects to see operating improvement from these
activities over time.

Nonetheless, SUPERVALU's operating performance has been pressured
by the challenging economic and competitive environment.  During
the first quarter of fiscal 2009, SUPERVALU reported -0.9% non-
fuel identical store sales due to soft sales and competitive
investments in its markets.  Inflationary pressures on energy and
food have resulted in consumer trade down to private label and
promotional products.  Competitive price investments along with
high operating costs primarily related to energy could weigh on
operating margins.

Fitch expects SUPERVALU will continue to direct a significant
portion of free cash flow to debt reduction over time.  This
should lead to improvement in credit metrics although near to
intermediate term pressures on sales and operating profitability
are likely to lengthen the previously expected pace of
improvement.  For the twelve months ended June 14, 2008, total
adjusted debt to operating EBITDAR was 3.9 times and EBITDAR
coverage of interest and rents was 2.8x.


TRANSMERIDIAN EXPLORATION: Exchange Offer Extended to Oct. 1
------------------------------------------------------------
Transmeridian Exploration Incorporated and its wholly owned
subsidiary Transmeridian Exploration Inc. have extended the
expiration time with respect to their exchange offer and
concurrent solicitation of consents to amend the indenture
governing TMEI's 12% Senior Secured Notes due 2010 and related
security documents.  

The expiration time for the exchange offer, which was 12:00
midnight, New York City time, on September 15, 2008, will be
extended to 12:00 midnight, New York City time, on October 1,
2008, unless further extended.

All other material terms of the consent solicitation and the
related exchange offer remain unchanged. Holders who have already
properly tendered their Existing Notes and delivered their
consents do not need to retender or deliver new consents. Consents
may only be revoked in the manner described in the Offering
Memorandum and Consent Solicitation Statement, dated July 23,
2008.

Transmeridian and TMEI also announced that as of 5:00 p.m. (EDT),
September 10, 2008, holders of an aggregate $30,146,000 principal
amount of the Existing Notes have tendered their Existing Notes
and delivered their consents to the proposed amendments to the
indenture governing the Existing Notes and related security
documents.

                  About Transmeridian Exploration

Based in Houston, Transmeridian Exploration Inc. (AMEX: TMY) --
http://www.tmei.com/-- is an independent energy company
established to acquire and develop oil reserves in the Caspian Sea
region of the former Soviet Union.  The company's primary oil and
gas property is the South Alibek Field in the Republic of
Kazakhstan covered by License 1557 and the related exploration and
production contracts with the government of Kazakhstan.

Transmeridian Exploration's consolidated balance sheet at
March 31, 2008, showed US$402.2 million in total assets,
US$341.2 million in total liabilities, and US$92.5 million in
redeemable convertible preferred stock, resulting in a
US$31.5 million total stockholders' deficit.

                       Going Concern Doubt

UHY LLP in Houston raised substantial doubt on Transmeridian's
ability to continue as a going concern after auditing the
company's consolidated financial statements for the years ended
Dec. 31, 2007, and 2006.  The auditing firm pointed to the
company's negative working capital, stockholders' deficit, and
operating losses since its inception.  


VALENCE TECHNOLOGY: Amends Two Promissory Notes to Berg & Berg
--------------------------------------------------------------
On September 5, 2008, Valence Technology, Inc. and Berg & Berg
Enterprises, LLC, agreed to amend two promissory notes originally
issued by the company to Berg & Berg on June 26, 2008, and
July 23, 2008.  

The Note Amendment extends the maturity date of each of the
Original Notes to Nov. 15, 2008, and clarifies that there is not
and has not been any prior agreement regarding any purchase of the
Company's equity securities with the principal amount of the
Original Notes.  Any decision by the company and Berg & Berg to
surrender the notes in exchange for the purchase price of shares
of the company's common stock, in lieu of the repayment of the
notes in accordance with their terms, would be made at a future
date, if at all.

Valence Technology Inc. (NASDAQ:VLNC) -- http://www.valence.com/    
-- develops and markets the industry's  commercially available,
safe, large-format family of lithium phosphate rechargeable
batteries.  Valence holds a worldwide portfolio of issued and
pending patents relating to its lithium phosphate rechargeable
batteries.  The company has facilities in Austin, Texas; Las
Vegas, Nevada; Mallusk, Northern Ireland and Suzhou, China.

                       Going Concern Doubt

PMB Helin Donovan, LLP, in Austin, Texas, expressed substantial
doubt about Valence Technology's ability to continue as a going
concern after it audited the company's financial statements for
the fiscal years ended March 31, 2008 and 2007.  The firm pointed
to the company's recurring losses from operations, negative cash
flows from operations and net stockholders' capital deficiency.

The Troubled Company Reporter reported on Aug. 15, 2008, that at
June 30, 2008, the company's balance sheet showed total assets
of $36.7 million and total liabilities of $105.1 million,
resulting in a $68.3 million stockholders' deficit.  The company
reported a net loss of $5.5 million for the quarter ended
June 30, 2008, compared to a net loss of $4.3 million for the same
period last year.


WACHOVIA CORP: Names Kenneth Phelan as Chief Risk Officer
---------------------------------------------------------
Wachovia Corporation has named Kenneth J. Phelan as its Chief Risk
Officer.  He will join the company in early October.  

Mr. Phelan replaces Don Truslow, who recently announced his
retirement from Wachovia.  Mr. Phelan will report to Wachovia
President and CEO Robert K. Steel.

Mr. Phelan has more than 20 years of experience in the financial
services industry and was most recently head of Risk Management
Services at J.P. Morgan Chase.  At JP. Morgan, he led corporate
risk functions including risk policy, risk analytics and
operational risk.  Prior to this role, he served from 2001 to 2004
as head of risk strategy development and head of market risk
for Bank One, where he was also Chairman of the Board of Bank One
Investment Advisors.  From 1996 to 2000 he worked with UBS as head
of global loan portfolio risk management and hedging.  His
previous experience also includes leadership roles in capital
markets businesses with Credit Suisse First Boston between 1986
and 1996.

Mr. Phelan holds a law degree from Villanova University School of
Law, a master's degree in Economics from Trinity College in
Dublin, Ireland, and a bachelor's degree in Business
Administration from Old Dominion University.

"Ken's deep commercial banking experience, strong leadership
skills and broad understanding of risk management make him the
perfect candidate for the Chief Risk Officer role," said Mr.
Steel.  "He has experience managing a variety of risk management
disciplines across large and complex businesses and driving
a strong and rigorous risk culture.  We are extremely pleased that
an individual with Ken's expertise and proven track record is
joining Wachovia in this important capacity.  I know Ken will be a
great addition to the team."

As Chief Risk Officer, Mr. Phelan has leadership responsibility
for credit risk management, market risk management and operational
risk management across all lines of business.  He will oversee
risk strategy, risk policy, risk analytics and modeling, portfolio
methodology and risk reporting for the corporation.

                  About Wachovia Corporation

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


WACHOVIA BANK: Moody's Holds Low-B Ratings on Six Cert. Classes
---------------------------------------------------------------
Moody's Investors Service upgraded the ratings of five classes and
affirmed 13 classes of Wachovia Bank Commercial Mortgage Trust,
Commercial Mortgage Pass-Through Certificates, Series 2003-C5 as:

  -- Class A-1, $126,776,412, affirmed at Aaa
  -- Class A-2, $439,721,000, affirmed at Aaa
  -- Class A-1A, $237,138,927, affirmed at Aaa
  -- Class X-P, Notional, affirmed at Aaa
  -- Class X-C, Notional, affirmed at Aaa
  -- Class B, $40,531,000, affirmed at Aaa
  -- Class C, $15,011,000, affirmed at Aaa
  -- Class D, $31,524,000, upgraded to Aa1 from Aa2
  -- Class E, $10,508,000, upgraded to Aa2 from Aa3
  -- Class F, $16,513,000, upgraded to A1 from A2
  -- Class G, $19,515,000, upgraded to A3 from Baa1
  -- Class H, $19,515,000, upgraded to Baa2 from Baa3
  -- Class J, $22,517,000, affirmed at Ba1
  -- Class K, $12,009,000, affirmed at Ba2
  -- Class L, $6,005,000, affirmed at Ba3
  -- Class M, $6,004,000, affirmed at B1
  -- Class N, $6,005,000, affirmed at B2
  -- Class O, $4,503,000, affirmed at B3

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

As of the September 15, 2008 distribution date, the transaction's
aggregate certificate balance has decreased by approximately 13.8%
to $1.0 billion from $1.2 billion at securitization.  The
Certificates are collateralized by 144 mortgage loans ranging in
size from less than 1.0% to 6.8% of the pool, with the top 10
loans representing 28.6% of the pool.  The largest loan in the
pool has an investment grade underlying rating.  At securitization
two loans had underlying ratings, however the performance of the
Columbiana Station Shopping Center Loan ($25.9 million -- 2.5%)
has declined since securitization and it no longer has an
investment grade underlying rating.  Fifteen loans, representing
8.9% of the pool balance, have defeased and are collateralized by
U.S. Government securities.

One loan has been liquidated from the pool, resulting in a
$2.4 million loss.  Currently there are no loans in special
servicing.  Twenty-seven loans, representing 15.3% 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 our 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 year-end 2007 operating results for
82.0% of the pool.  Moody's loan to value ratio for the conduit
component is 87.1% compared to 90.2% at Moody's prior review in
December 2006 and 91.6% at securitization.

The loan with an underlying rating is the Lloyd Center Loan
($64.7 million - 6.2%), which is a parri passu interest in a
$129.5 million first mortgage loan.  The loan is secured by the
borrower's interest in a 1.5 million square foot regional mall
located in Portland, Oregon.  The center is anchored by Macy's,
Sears and Nordstrom.  The in-line shops were 92.5% occupied as of
June 2008 compared to 96.3% at last review.  The loan sponsor is
Glimcher Realty Trust.  Performance has been stable since
securitization.  Moody's current underlying rating is Baa2, the
same as at last review.

The top four conduit loans represent 12.3% of the outstanding pool
balance.  The largest conduit loan is the One South Broad Street
Loan ($42.0 million -- 4.1%), which is secured by a 464,000 square
foot Class A office building located in downtown Philadelphia,
Pennsylvania.  The largest tenant is Wachovia Corporation (30.2%
NRA; lease expiration December 2020).  The property was 85.5%
occupied as of August 2008 compared to 97.8% at last review.  The
decline in occupancy is due to Wachovia relinquishing a portion of
its space.  Despite the decline in occupancy, performance has been
stable since last review and the loan has benefited from
amortization.  The loan has amortized 6.6% since securitization.
Moody's LTV is 86.3% compared to 88.8% at last review.

The second largest conduit loan is the 673 First Avenue Loan
($32.6 million - 3.1%), which is secured by a leasehold interest
in a 427,000 square foot Class B office building located in the
United Nations submarket of New York City.  The property was 99.8%
occupied as of March 2008 compared to 92.3% at last review.  The
largest tenant is New York Presbyterian Hospital, which occupies
46.0% of the premises through August 2021.  The loan sponsor is SL
Green Realty Corp. Financial performance has declined since last
review due to increased operating expenses.  Moody's LTV is 83.6%
compared to 82.9% at last review.

The third largest conduit loan is the Hamilton House Apartments
Loan ($26.6 million -- 2.6%), which is secured by a 304-unit
multifamily property located in Washington, D.C.  The property was
98.7% occupied as of December 2007, the same as at last review.  
Property performance has improved due to increased revenues,
stable expenses and amortization.  The loan has amortized 8.0%
since securitization.  Moody's LTV is 72.2% compared to 78.4% at
last review.

The fourth largest conduit loan is the Columbiana Station Shopping
Center Loan ($25.9 million -- 2.5%), which is secured by a 270,000
square foot power center located in Columbia, South Carolina.  The
center was 91.2% occupied compared to 94.0% at securitization.  
The largest tenants include Michael's, Circuit City and Petsmart.
Moody's LTV is 82.2%, the same as last review.

Moody's periodically completes full reviews in addition to
monitoring transactions on a monthly basis.  Moody's prior full
review is summarized in a press release dated December 12, 2006.

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

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

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

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


WASHINGTON MUTUAL: Shareholder Waives Compensation Agreement
------------------------------------------------------------
Ari Levy of Bloomberg News reports that Washington Mutual Inc.
said that its biggest shareholder, TPG Inc., waived its right for
compensation from WaMu's declining stock price.

Bloomberg states that TPG will no longer get $8.75 a share.  
According to Bloomberg, TPG -- which holds a 13% stake in WaMu --
would have gotten paid if WaMu raised more than $500 million or
sold itself 18 months after TPG's $7 billion investment in the
company in April.  TPG said in a statement, "It became clear that
it would be in the best interests of Washington Mutual and our
investors to waive the price reset payment provisions that were
agreed to."

The waiver revived speculation that WaMu is preparing a sale,
Heidi N. Moore at the Wall Street Journal relates.  "TPG is
acknowledging that they invested too soon.  It sounds as though
WaMu is negotiating with someone to sell itself," Bloomberg quoted
Gary Townsend, CEO of Hill-Townsend Capital LLC in Chevy Chase, as
saying.

According to WSJ, TPG permitted WaMu to raise more capital.  TPG
said in a statement, "Our goal is to maximize the bank's
flexibility in this difficult market environment."

WaMu, says WSJ, has already hired Goldman Sachs to "seek strategic
alternatives," which possibly includes a sale of the firm.

WSJ reports that people familiar with the matter said that Wells
Fargo & Co., Citigroup Inc. and other large banks, including one
based outside the U.S., have expressed interest in WaMu.

                   About Washington Mutual Inc.

Washington Mutual Inc. (NYSE: WM) -- http://www.wamu.com/-- is a  
consumer and small business banking company with operations in
United States markets. The Company is a savings and loan holding
company.  It owns two banking subsidiaries, Washington Mutual Bank
and Washington Mutual Bank fsb, as well as numerous non-bank
subsidiaries.  The company operates in four segments: the Retail
Banking Group, which operates a retail bank network of 2,257
stores in California, Florida, Texas, New York, Washington,
Illinois, Oregon, New Jersey, Georgia, Arizona, Colorado, Nevada,
Utah, Idaho and Connecticut; the Card Services Group, which
operates a nationwide credit card lending business; the Commercial
Group, which conducts a multi-family and commercial real estate
lending business in selected markets, and the Home Loans Group,
which engages in nationwide single-family residential real estate
lending, servicing and capital markets activities.


WASHINGTON MUTUAL: Fitch Puts 'BB+' Under Rating Watch Evolving
---------------------------------------------------------------
Fitch Ratings has placed the ratings of Washington Mutual, Inc.
('BBB-/F3'), Washington Mutual Bank ('BBB/F3') and related
entities on Rating Watch Evolving.  This action reflects recent
market developments, specifically, the waiver by WaMu's largest
investors of the price reset rights under their investment
agreement and warrants associated with their June 2008 capital
investments.

Because the waiver removes an important potential hurdle to the
sale of WaMu, Fitch believes it signals a much higher probability
of an imminent significant transaction which, depending upon the
buyer and the specifics of the transaction, could result in the
upgrade or downgrade of WM and related subsidiaries.

Landscape-altering events during the past week, including the
bankruptcy filing of Lehman Brothers and the announced sale of
Merrill Lynch, have significantly increased investor and depositor
skittishness throughout the financial sector.  WaMu's deposit base
is largely core, retail and FDIC-insured, yet depositor unease is
apparent, making WaMu more likely to pursue a combination with a
larger banking organization.  If that comes to fruition, any
feasible buyer would more than likely have much stronger credit
ratings.  Under an acquisition scenario, WaMu would likely be
upgraded to reflect the credit strength that the buyer adds.

Other scenarios are also possible, including no transaction or
other significant transactions that involve only part of WaMu.  
Depending upon the nature and specifics of other possible
transactions, WaMu or specific obligations of WaMu could face
downgrades of varying severity.

There has been no fundamental change in Fitch's view of WaMu's
asset quality challenges since earlier this year.  The work out of
WaMu's considerable delinquent loans, including those already
delinquent and those likely to deteriorate over the intermediate
term, remains a formidable task.  Year to date expected loan loss
provisions of $14 billion result in a loan loss reserve of
approximately $10 billion available to absorb future charge-offs.  
WaMu's capital levels, after the anticipated 3Q08 loss, are
expected to remain above regulatory requirements.

Fitch has placed these ratings on Rating Watch Evolving:

Washington Mutual Inc.
  -- Long-term IDR 'BBB-';
  -- Senior debt 'BBB-';
  -- Short-term IDR 'F3';
  -- Short-term debt 'F3';
  -- Subordinated debt 'BB+';
  -- Preferred stock 'BB-';
  -- Individual 'C/D';

Washington Mutual Bank
  -- Long-term IDR 'BBB';
  -- Long-term deposits 'BBB+';
  -- Senior debt 'BBB';
  -- Subordinated debt 'BBB-';
  -- Short-term IDR 'F3';
  -- Short-term deposits 'F2'.
  -- Individual C;
  -- Support '3';
  -- Support Floor 'BB-'.

Bank United FSB
  -- Subordinated debt 'BBB-'.

Bank United Corp.
  -- Subordinated debt 'BB+'.

Providian Financial Corp
  -- Senior debt 'BBB-'.

Providian National Bank
  -- Long Term Deposits 'BBB+'.

Washington Mutual Preferred Funding (Cayman) I Ltd.
Washington Mutual Preferred Funding Trust I (Delaware)
Washington Mutual Preferred Funding Trust II
Washington Mutual Preferred Funding Trust III
Washington Mutual Preferred Funding Trust IV
  -- REIT Preferred 'BB-'.

Washington Mutual Capital I
Providian Capital I
  -- Trust Preferred 'BB-'.

This rating action has no effect on WM Covered Bonds Program
outstanding debt, which is rated 'AA'


WASHINGTON MUTUAL: S&P's Ratings Unmoved by Anti-dilution Waiver
----------------------------------------------------------------
Standard & Poor's Ratings Services said that its ratings on
Washington Mutual Inc. (BB-/Negative/B) are unaffected by TPG
Funds' waiver of its antidilution provision on future WAMU common
stock issuance.  On Sept. 17, WAMU filed an SEC schedule 13d/A
notice that its major investor, TPG Inc., had agreed to waive
the provision in its investment agreement with WAMU that would
have required WAMU to make up to TPG the effects of any dilution
resulting from any new stock issuance exceeding $500 million and
at a stock price below $8.75 per share, or from the thrift holding
company selling itself for a price less than this.

This news, combined with market reports that WAMU has hired
advisers to pursue a sale of the company, does not affect S&P's  
current ratings on WAMU and its subsidiaries.

(As Canada's Economy Sputters, Consumers And Businesses Tighten
Belts, Report Says)


WELLCARE HEALTH: S&P Keeps 'B' Credit Rating Under Negative Watch
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that it is keeping its 'B'
counterparty credit rating on WellCare Health Plans Inc. on
CreditWatch, where it was placed on Oct. 25, 2007, with negative
implications.
      
"We placed the rating on CreditWatch negative in connection with
an investigation initiated by the U.S. Federal Bureau of
Investigation, the U.S. Department of Health and Human Service
Office of Inspector General, and the Florida attorney general's
Medicaid Fraud Control unit," explained Standard & Poor's credit
analyst Hema Singh. With the investigation still ongoing, the
company remains unable to estimate the potential amounts of civil,
criminal, or administrative fines, penalties, sanctions, or
interest that it could face.  The company has also been named in
various class-action complaints and a whistleblower lawsuit.
     
S&P continues to view these events as a material adverse
development with possibly meaningful downside consequences for
WellCare's credit profile.  The ratings are on CreditWatch
negative to reflect the potential impact of sustained business and
financial profile challenges, which could further pressure the
company's credit profile..
     
In July 2008, the company announced restatements related to
accounting errors resulting in the recording of inadequate
liabilities for anticipated premium refunds under certain
provisions of government-sponsored health insurance programs in
its core Florida and Illinois markets.  These additional
liabilities were about $42 million for Jan. 1, 2004-Dec. 31, 2006,
with an additional $4.5 million for the first half of 2007.  These
reduced prior released earnings by amounts ranging from 5% for the
first half of 2007 to 14% for 2004, which S&P considers
immaterial.

S&P also believes that risk associated with WellCare's business
profile has been partly mitigated by several contract renewals and
service-areas expansion in 2008, which removes some of the
uncertainty regarding marketplace sustainability and financial
development.


WESTSOUND BANK: Weiss Ratings Assigns "Very Weak" E- Rating
-----------------------------------------------------------
Weiss Ratings has assigned its E- rating to Bremerton, Wash.-based
Westsound Bank.  Weiss says that the institution currently
demonstrates what it considers to be significant weaknesses and
has also failed some of the basic tests Weiss uses to identify
fiscal stability.  "Even in a favorable economic environment,"
Weiss says, "it is our opinion that depositors or creditors could
incur significant risks."

Westsound is not a member of the Federal Reserve.  Deposits have
been insured by the Federal Deposit Insurance Corporation since
Mar. 12, 1999.  Westsound's Web site at
http://www.westsoundbank.com/relates that WSB Financial Group,  
Inc., is the holding company for Westsound Bank, and that
Westsound currently operates nine full service offices located
within five contiguous counties within Western Washington.

At June 30, 2008, Westsound Bank disclosed $428 million in assets
and $381 million in liabilities in its regulatory filings.  


* Moody's Cuts, Reviews Ratings on Some Lehman-Exposed Transaction
------------------------------------------------------------------
Moody's Investors Service has downgraded and left under review for
further possible downgrade its ratings of certain credit
derivative transactions listed below that have exposure to Lehman
Brothers Holdings Inc.  Moody's explained that its rating action
is based upon the recent downgrade of Moody's rating of LBHI from
A1 to B3 on watch for possible downgrade.

LBHI is the obligor of the underlying obligations held by the
Transactions, and accordingly each transaction has a direct pass-
through exposure of the credit risk of LBHI.

Moody's rating actions are:

Anthracite Rated Investments (Cayman) Limited Series 20

(1) First Tranche EUR10,000,000 Capital Protected Notes due 2022

  -- Current Rating: B3, on review for possible downgrade
  -- Prior Rating: A2
  -- Prior Rating Date: July 22, 2008

(2) Second Tranche EUR9,800,000 Capital Protected Notes due 2022

  -- Current Rating: B3, on review for possible downgrade
  -- Prior Rating: A2
  -- Prior Rating Date: July 22, 2008

(3) Third Tranche EUR15,200,000 Capital Protected Notes due 2022

  -- Current Rating: B3, on review for possible downgrade
  -- Prior Rating: A2
  -- Prior Rating Date: July 22, 2008

Anthracite Rated Investments (Cayman) Limited Series 22:

(1) Capital Protected Notes due 2018/21 linked to a Portfolio of
Funds

  -- Current Rating: B3, on review for possible downgrade
  -- Prior Rating: A2
  -- Prior Rating Date: July 22, 2008

Anthracite Rated Investments (Cayman) Limited Series 24:

(1) Principal Protected Notes due 2015 linked to a Portfolio of
Funds

  -- Current Rating: B3, on review for possible downgrade

  -- Prior Rating: A2
  -- Prior Rating Date: July 22, 2008

Anthracite Rated Investments (Cayman) Limited Series 25

(1) Minimum Redemption Amount Notes due 2019/22 linked to a
Portfolio of Funds

  -- Current Rating: B3, on review for possible downgrade
  -- Prior Rating: A2
  -- Prior Rating Date: July 22, 2008

Anthracite Rated Investments (Cayman) Limited Series 26

Principal Protected Notes due 2023 linked to a Portfolio of Funds

  -- Current Rating: B3, on review for possible downgrade
  -- Prior Rating: A2
  -- Prior Rating Date: September 11, 2008

Anthracite Rated Investments (Jersey) Limited Series 15

(1) Series 15 Principal Protected Bonds due 2013

  -- Current Rating: B3, on review for possible downgrade
  -- Prior Rating: A2
  -- Prior Rating Date: July 22, 2008

Anthracite Rated Investments (Jersey) Limited Series 38

(1) Capital Protected Bonds due 2017 linked to a Portfolio of
Funds

  -- Current Rating: B3, on review for possible downgrade
  -- Prior Rating: A2
  -- Prior Rating Date: July 22, 2008

Anthracite Rated Investments (Jersey) Limited Series 52

(1) Principal Protected Bonds due 2017 linked to a Basket of Hedge
Funds

  -- Current Rating: B3, on review for possible downgrade
  -- Prior Rating: A2
  -- Prior Rating Date: July 22, 2008

Anthracite Rated Investments (Jersey) Limited Series 58

(1) Principal Protected Bonds due 2012 linked to a Basket of Hedge
funds

  -- Current Rating: B3, on review for possible downgrade
  -- Prior Rating: A2
  -- Prior Rating Date: July 22, 2008

Anthracite Rated Investments (Jersey) Series 54

(1) Principal Protected Bonds due 2017 linked to a Basket of Hedge
Funds

  -- Current Rating: B3, on review for possible downgrade
  -- Prior Rating: A2
  -- Prior Rating Date: June 26, 2008

Aspen Ambrose, Limited

(1) Aspen Ambrose, Limited Notes Due October 30, 2019

  -- Current Rating: B3, on review for possible downgrade
  -- Prior Rating: A2
  -- Prior Rating Date: July 24, 2008

Aspen Bell, Limited

(1) Aspen Bell, Limited Notes Due October 30, 2019

  -- Current Rating: B3, on review for possible downgrade
  -- Prior Rating: A2
  -- Prior Rating Date: July 22, 2008

Aspen Lucian, Limited

(1) Aspen Lucian, Limited Notes Due October 30, 2019

  -- Current Rating: B3, on review for possible downgrade
  -- Prior Rating: A2
  -- Prior Rating Date: July 22, 2008

Aspen Noah, Limited

(1) Aspen Noah, Limited Notes Due October 30, 2019

  -- Current Rating: B3, on review for possible downgrade
  -- Prior Rating: A2
  -- Prior Rating Date: July 22, 2008

Banyan Tree 2004-1, Limited

(1) Banyan Tree Note Due January 20, 2017

  -- Current Rating: B3, on review for possible downgrade
  -- Prior Rating: A2
  -- Prior Rating Date: July 24, 2008

Pinyon Tree 2005-1, Limited

(1) Pinyon Tree 2005-1 Note Due July 25, 2017

  -- Current Rating: B3, on review for possible downgrade
  -- Prior Rating: A2
  -- Prior Rating Date: July 22, 2008

Quartz Finance Limited

(1) Zero Coupon Fund-Linked Principal Protected Notes due 2009

  -- Current Rating: B3, on review for possible downgrade
  -- Prior Rating: A2
  -- Prior Rating Date: July 17, 2001

Quartz Finance Limited Series 2001-1

(1) Zero Coupon Fund-Linked Principal-Protected Notes due 2009

  -- Current Rating: B3, on review for possible downgrade
  -- Prior Rating: A2
  -- Prior Rating Date: April 6, 2001

Quartz Finance Limited Series 2001-3

(1) Zero Coupon Fund-Linked Principal-Protected Notes due 2009

  -- Current Rating: B3, on review for possible downgrade
  -- Prior Rating: A2
  -- Prior Rating Date: November 30, 2001

RACERS 2000-16-P-Strong

(1) RACERS 2000-16-P-Strong Trust Certificates

  -- Current Rating: B3, on review for possible downgrade
  -- Prior Rating: A2
  -- Prior Rating Date: December 12, 2002

RACERS SERIES 2000-13-P-MADISON AVENUE TRUST

(1) $5,420,155 Series 2000-13-P-Madison Avenue Trust Certificates

  -- Current Rating: B3, on review for possible downgrade
  -- Prior Rating: A2
  -- Prior Rating Date: July 22, 2008

Restructured Asset Securities With Enhanced Returns, Series 2007-
7-MM Trust

(1) $5,000,000,000 Restructured Asset Securities With Enhanced
Returns, Series 2007-7-MM Notes

  -- Current Rating: NP
  -- Prior Rating: P-1
  -- Prior Rating Date: August 23, 2007

Ruby Finance Public Limited Company Series 2007-4

(1) 2007-4 $50,000,000 Partly Paid Notes due 2019

  -- Current Rating: B3, on review for possible downgrade
  -- Prior Rating: A2
  -- Prior Rating Date: August 22, 2008

Zais Zephyr A-3, Ltd.

(1) Up to Euros EUR10,000,000 Zais Zephyr A-3, Ltd. Principal
Protected Notes

  -- Current Rating: B3, on review for possible downgrade
  -- Prior Rating: A1
  -- Prior Rating Date: October 19, 2007


* Moody's Reviews Ratings on RMBS & ABS After Lehman's Bankruptcy
-----------------------------------------------------------------
On September 15, 2008, Lehman Brothers Holdings Inc. announced
that it intends to file a petition under Chapter 11 of the U.S.
Bankruptcy Code.  Also, on September 15, 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: 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
     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
     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

Moody's review will focus on the degree of exposure that each of
these transactions has to LBHI or its subsidiaries.

In the 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 in-the-money from the perspective of
the rated securities, and have relatively short durations.


* S&P Rating Actions on Various Synthetic CDO Transactions
--------------------------------------------------------------------
Standard & Poor's Ratings Services rating actions on various U.S.
synthetic collateralized debt obligation transactions following
the August month-end batch run:

     -- S&P lowered 61 ratings;

     -- S&P placed 90 ratings on CreditWatch with negative
        implications; and

     -- S&P affirmed three ratings and removed them from         
        CreditWatch negative.

The downgrades and negative CreditWatch placements reflect August
month-end runs and do not take into account recent events in the
market.  S&P will be publishing a separate CreditWatch press
release addressing recent negative rating migration in the
underlying portfolios for synthetic CDOs shortly.
     
The CreditWatch negative placements reflect negative rating
migration in the portfolios.  The CreditWatch placements affected
classes that had synthetic rated overcollateralization ratios
below 100% as of the August month-end run; the downgrades affected
classes that had SROCs below 100% as of the August month-end run
and at a 90-day forward run; and the affirmations and CreditWatch
negative removals affected classes that had SROCs at or over 100%
at their current rating level.

Ratings List

ABACUS 2004-1 Ltd.

                                 Rating
                                 ------
Class                    To                  From
-----                    --                  ----
A                        A+                  AA
B                        BBB+                A+
C                        BB                  BBB

ABACUS 2004-2 Ltd.
                                 Rating
                                 ------
Class                    To                  From
-----                    --                  ----
C                        B                   B+
D                        CCC+                B-

ABACUS 2005-1 CB1 Ltd.
                                 Rating
                                 ------
Class                    To                  From
-----                    --                  ----
A-1                      A+                  AA
A-2                      BBB+                A+
B                        BBB                 BBB+
D                        BB                  BB+
E-2                      B                   B+

ABACUS 2005-3 Ltd.
                                 Rating
                                 ------
Class                    To                  From
-----                    --                  ----
B                        A+                  AA-
B Series 2               A+                  AA-
C                        A-                  A+
C Series2                A-                  A+
D                        BB+                 BBB-
D Series 2               BB+                 BBB-
D Series 3               BB+                 BBB-
E                        B+                  BB

ABACUS 2006-11 Ltd.
                                 Rating
                                 ------
Class                    To                  From
-----                    --                  ----
A                        CCC-                A-
A-2 Ser 1                CCC-                BB-
A-2 Ser 2                CCC-                BB-

ABACUS 2006-12 Ltd.
                                 Rating
                                 ------
Class                    To                  From
-----                    --                  ----
A-1                      CCC-                CCC+
A-2                      CCC-                CCC

ABACUS 2006-8 Ltd.
                                 Rating
                                 ------
Class                    To                  From
-----                    --                  ----
A-1                      B+                 BB+
A-2                      CCC+                   B+

ABSpoke 2005-IC Ltd.
                                 Rating
                                 ------
Class                    To                  From
-----                    --                  ----
Fxd Rate                 BB                  BB+

ABSpoke 2005-IC2 Ltd.
                                 Rating
                                 ------
Class                    To                  From
-----                    --                  ----
ABSpoke                  BB                  BB+

ABSpoke 2005-IVA Ltd.

                                 Rating
                                 ------
Class                    To                  From
-----                    --                  ----
ABSpoke                  BBB-                BBB

ABSpoke 2005-VA Ltd.
                                 Rating
                                 ------
Class                    To                  From
-----                    --                  ----
ABSpoke                  BBB                 BBB+

ABSpoke 2005-XA Ltd.
2005-XA
                                 Rating
                                 ------
Class                    To                  From
-----                    --                  ----
VFRN                     BBB-                BBB

ABSpoke 2005-XII B Segregated Portfolio of SPGS SPC

                                 Rating
                                 ------
Class                    To                  From
-----                    --                  ----
VFRN                     B-                  B+

Arch One Finance Ltd.
2006-2
                                 Rating
                                 ------
Class                    To                  From
-----                    --                  ----
Tranche                  BB/Watch Neg        BB

ARLO VI Ltd.
2006-9
                                 Rating
                                 ------
Class                    To                  From
-----                    --                  ----
A                        CCC-                CCC
B                        CCC-                CCC

Bluestone Trust
                                 Rating
                                 ------
Class                    To                  From
-----                    --                  ----
Notes                    A+srb/Watch Neg     A+srb

Buchanan SPC
2006-I
                                 Rating
                                 ------
Class                    To                  From
-----                    --                  ----
A1J                      CCC                 CCC+

Buchanan SPC
2006-II
                                 Rating
                                 ------
Class                    To                  From
-----                    --                  ----
A2                       CCC-                CCC

Calculus ABS Resecuritization Trust Series 2007-1

                                 Rating
                                 ------
Class                    To                  From
-----                    --                  ----
VarDisTrUn               BB+                 BBB

Calculus ABS Resecuritization Trust Series 2007-2

                                 Rating
                                 ------
Class                    To                  From
-----                    --                  ----
VarDisTrUn               B                   BB

Calculus MABS Resecuritization Trust Series 2007-1

                                 Rating
                                 ------
Class                    To                  From
-----                    --                  ----
Units                    CCC-                CCC

Calculus MABS Resecuritization Trust Series 2007-2

                                 Rating
                                 ------
Class                    To                  From
-----                    --                  ----
Units                    CCC-                CCC

Calculus SCRE Trust Series 2006-11

                                 Rating
                                 ------
Class                    To                  From
-----                    --                  ----
Trust Unit               A-/Watch Neg        A-

Cloverie PLC
2006-10
                                 Rating
                                 ------
Class                    To                  From
-----                    --                  ----
Notes                    BBB+/Watch Neg      BBB+

Cloverie PLC
2007-18
                                 Rating
                                 ------
Class                    To                  From
-----                    --                  ----
2007-18                  AAA/Watch Neg       AAA

Cloverie PLC
2007-19
                                 Rating
                                 ------
Class                    To                  From
-----                    --                  ----
2007-19                  AAA/Watch Neg       AAA

Cloverie PLC
2007-2 4 8
                                 Rating
                                 ------
Class                    To                  From
-----                    --                  ----
2007-2                   AA/Watch Neg        AA

Cloverie PLC
2007-22
                                 Rating
                                 ------
Class                    To                  From
-----                    --                  ----
2007-22                  AAA/Watch Neg       AAA

Cloverie PLC
2007-29
                                 Rating
                                 ------
Class                    To                  From
-----                    --                  ----
Notes                    AA/Watch Neg        AA

Credit Default Swap
CDS Reference #CA1119131
                                 Rating
                                 ------
Class                    To                  From
-----                    --                  ----
Tranche                  A-srb               A-srb/Watch Neg

Credit Default Swap
CDS REFERENCE #507583
                                 Rating
                                 ------
Class                    To                  From
-----                    --                  ----
Tranche                  AAsrp/Watch Neg     AAsrp

Credit Default Swap
CDS REFERENCE #5076118
                                 Rating
                                 ------
Class                    To                  From
-----                    --                  ----
Tranche                  AAsrp/Watch Neg     AAsrp

Credit Default Swap
MAPLES 2007-12
                                 Rating
                                 ------
Class                    To                  From
-----                    --                  ----
Tranche                  BBBsrp/Watch Neg    BBBsrp

Dunloe 2005-I Ltd.
                                 Rating
                                 ------
Class                    To                  From
-----                    --                  ----
B                        B-                  B

Eirles Two Ltd.
212
                                 Rating
                                 ------
Class                    To                  From
-----                    --                  ----
212                      BB+                 BBB-

Eirles Two Ltd.
242-245 & 247
                                 Rating
                                 ------
Class                    To                  From
-----                    --                  ----
Series 244               CCC                 CCC+

Gloucester SPC acting for the account of Cheyenne 2007-I
Segregated Portfolio
                                 Rating
                                 ------
Class                    To                  From
-----                    --                  ----
A                        B-/Watch Neg        B-

Infiniti SPC Ltd.
                                 Rating
                                 ------
Class                    To                  From
-----                    --                  ----
B                        A-/Watch Neg        A-
B-E                      A-/Watch Neg        A-

Infiniti SPC Ltd.
2006-4
                                 Rating
                                 ------
Class                    To                  From
-----                    --                  ----
B                        AA/Watch Neg        AA

Infiniti SPC Ltd.
2007-4
                                 Rating
                                 ------
Class                    To                  From
-----                    --                  ----
B                        A-/Watch Neg        A-

Ixion PLC
26
                                 Rating
                                 ------
Class                    To                  From
-----                    --                  ----
Notes                    CCC-                CCC

Ixion PLC
33
                                 Rating
                                 ------
Class                    To                  From
-----                    --                  ----
Notes                    BBB                 BBB+

Kiawah (New York) Trust
2007-2
                                 Rating
                                 ------
Class                    To                  From
-----                    --                  ----
Notes                    A                   A/Watch Neg

Magnolia Finance II PLC
2006-5CG
                                 Rating
                                 ------
Class                    To                  From
-----                    --                  ----
CG                       CCC                 CCC+

Magnolia Finance II PLC
2006-5CU
                                 Rating
                                 ------
Class                    To                  From
-----                    --                  ----
CU                       CCC                 CCC+

Magnolia Finance II PLC
2006-8B
                                 Rating
                                 ------
Class                    To                  From
-----                    --                  ----
Series B                 CCC-                CCC

Mill Reef SCDO 2005-1 Ltd.
                                 Rating
                                 ------
Class                    To                  From
-----                    --                  ----
A-1L                     CCC+                B+
A-2L                     CCC-                CCC

Momentum CDO (Europe) Ltd.
2007-9
                                 Rating
                                 ------
Class                    To                  From
-----                    --                  ----
                         AA+/Watch Neg       AA+

Morgan Stanley ACES SPC
2006-35
                                 Rating
                                 ------
Class                    To                  From
-----                    --                  ----
I                        AA/Watch Neg        AA

Morgan Stanley ACES SPC
2006-15
                                 Rating
                                 ------
Class                    To                  From
-----                    --                  ----
IIA                      A+/Watch Neg        A+
IIB                      A+/Watch Neg        A+

Morgan Stanley ACES SPC
2006-16
                                 Rating
                                 ------
Class                    To                  From
-----                    --                  ----
IIA                      BBB+/Watch Neg      BBB+

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

Morgan Stanley ACES SPC
2006-23
                                 Rating
                                 ------
Class                    To                  From
-----                    --                  ----
IA                       AA-/Watch Neg       AA-
IB                       AA-/Watch Neg       AA-
IIA                      A-/Watch Neg        A-

Morgan Stanley ACES SPC
2006-25
                                 Rating
                                 ------
Class                    To                  From
-----                    --                  ----
IA                       AA+/Watch Neg       AA+

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

Morgan Stanley ACES SPC
2006-27
                                 Rating
                                 ------
Class                    To                  From
-----                    --                  ----
Class A                  A+/Watch Neg        A+

Morgan Stanley ACES SPC
2006-3
                                 Rating
                                 ------
Class                    To                  From
-----                    --                  ----
IIA                      BBB+/Watch Neg      BBB+
IIB                      BBB+/Watch Neg      BBB+
IIC                      BBB+/Watch Neg      BBB+
IID                      BBB+/Watch Neg      BBB+
IIE                      BBB+/Watch Neg      BBB+
IIF                      BBB+/Watch Neg      BBB+

Morgan Stanley ACES SPC
2006-36
                                 Rating
                                 ------
Class                    To                  From
-----                    --                  ----
A                        AA+/Watch Neg       AA+

Morgan Stanley ACES SPC
2006-7
                                 Rating
                                 ------
Class                    To                  From
-----                    --                  ----
IA                       A/Watch Neg         A

Morgan Stanley ACES SPC
2007-13
                                 Rating
                                 ------
Class                    To                  From
-----                    --                  ----
IA                       AA-/Watch Neg       AA-
IIA                      AA-/Watch Neg       AA-
IIB                      AA-/Watch Neg       AA-

Morgan Stanley ACES SPC
2007-14
                                 Rating
                                 ------
Class                    To                  From
-----                    --                  ----
II                       AA                  AA/Watch Neg

Morgan Stanley ACES SPC
2007-19
                                 Rating
                                 ------
Class                    To                  From
-----                    --                  ----
A                        AA-/Watch Neg       AA-

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

Morgan Stanley ACES SPC
2007-8
                                 Rating
                                 ------
Class                    To                  From
-----                    --                  ----
IA                       A+/Watch Neg        A+
IB                       AA/Watch Neg        AA
IIA                      AA/Watch Neg        AA

Morgan Stanley ACES SPC
2007-17
                                 Rating
                                 ------
Class                    To                  From
-----                    --                  ----
IA                       AA/Watch Neg        AA

Morgan Stanley Managed ACES SPC
2006-9
                                 Rating
                                 ------
Class                    To                  From
-----                    --                  ----
SbJrSuprSr               AAA/Watch Neg       AAA

Morgan Stanley Managed ACES SPC
Series 2007-1
                                 Rating
                                 ------
Class                    To                  From
-----                    --                  ----
IIA                      AA/Watch Neg        AA
IIIA                     A+/Watch Neg        A+

Morgan Stanley Managed ACES SPC
2007-10
                                 Rating
                                 ------
Class                    To                  From
-----                    --                  ----
IIA                      AA/Watch Neg        AA
IIIA                     A+/Watch Neg        A+

Morgan Stanley Managed ACES SPC
2007-6
                                 Rating
                                 ------
Class                    To                  From
-----                    --                  ----
IIB Float                AA/Watch Neg        AA
IIISrDFloa               A+/Watch Neg        A+

North Street Referenced Linked Notes 2005-8 Ltd.
                                 Rating
                                 ------
Class                    To                  From
-----                    --                  ----
A                        AAA/Watch Neg       AAA
B                        A/Watch Neg         A
D                        B/Watch Neg         B

North Street Referenced Linked Notes 2004-6 Ltd.
                                 Rating
                                 ------
Class                    To                  From
-----                    --                  ----
A                        AA                  AA+

North Street Referenced Linked Notes 2005-7 Ltd.
                                 Rating
                                 ------
Class                    To                  From
-----                    --                  ----
A                        B                   B+
B-1                      CCC+                B
B-2                      CCC-                CCC+

PARCS Master Trust
2006-4
                                 Rating
                                 ------
Class                    To                  From
-----                    --                  ----
Trust Unit               AA+/Watch Neg       AA+

PARCS Master Trust
2006-5
                                 Rating
                                 ------
Class                    To                  From
-----                    --                  ----
Trust Unit               AAA/Watch Neg       AAA

PARCS Master Trust
2006-9
                                 Rating
                                 ------
Class                    To                  From
-----                    --                  ----
TrustUnits               AA-/Watch Neg       AA-

PARCS Master Trust
2007-24
                                 Rating
                                 ------
Class                    To                  From
-----                    --                  ----
Units                    AA/Watch Neg        AA

PARCS Master Trust
2007-4 CALVADOS
                                 Rating
                                 ------
Class                    To                  From
-----                    --                  ----
Trust Unit               AA-/Watch Neg       AA-

PARCS Master Trust
2007-7
                                 Rating
                                 ------
Class                    To                  From
-----                    --                  ----
Trust Unit               AAA/Watch Neg       AAA

PARCS Master Trust
2007-8
                                 Rating
                                 ------
Class                    To                  From
-----                    --                  ----
Trust Unit               A+/Watch Neg        A+

REVE SPC
2007-47
                                 Rating
                                 ------
Class                    To                  From
-----                    --                  ----
Series 47                BBB/Watch Neg       BBB

Rutland Rated Investments
Rumson 2006-1 (36)
                                 Rating
                                 ------
Class                    To                  From
-----                    --                  ----
A1-L                     AAA/Watch Neg       AAA
A3-L                     AA/Watch Neg        AA

SPGS SPC
2006-IA
                                 Rating
                                 ------
Class                    To                  From
-----                    --                  ----
Notes                    B-                  B

SPGS SPC
BALDWIN 2006-II
                                 Rating
                                 ------
Class                    To                  From
-----                    --                  ----
Notes                    CCC+                B-

SPGS SPC
BALDWIN 2006-IV
                                 Rating
                                 ------
Class                    To                  From
-----                    --                  ----
Notes                    CCC                 CCC+

SPGS SPC
BALDWIN 2006-VII
                                 Rating
                                 ------
Class                    To                  From
-----                    --                  ----
A-2                     CCC                 CCC+

SPGS SPC
MSC2007-SRR3
                                 Rating
                                 ------
Class                    To                  From
-----                    --                  ----
Q                        B/Watch Neg         B

STACK Ltd.
                                 Rating
                                 ------
Class                    To                  From
-----                    --                  ----
C-JPY                    BBB+                A
C-USD                    BBB+                A
D-JPY                    BB+                 BBB-
D-USD                    BB+                 BBB-

STARTS (Cayman) Ltd.
Maple Hill II Managed Synthetic CDO Series 2007-19

                                 Rating
                                 ------
Class                    To                  From
-----                    --                  ----
A3-D3                    AAA/Watch Neg       AAA

STARTS (Cayman) Limited
Maple Hill II Managed Synthetic CDO Series 2007-20

                                 Rating
                                 ------
Class                    To                  From
-----                    --                  ----
B2-D2                    AA/Watch Neg        AA

Strata Trust Series 2006-2
                                 Rating
                                 ------
Class                    To                  From
-----                    --                  ----
Notes                    A+/Watch Neg        A+

Terra CDO SPC Ltd.
2007-5 SEGREGATED PORTFOL

                                 Rating
                                 ------
Class                    To                  From
-----                    --                  ----
A                        AAA/Watch Neg       AAA
B1                       AA-/Watch Neg       AA-
B2                       AA-/Watch Neg       AA-

TIERS Derby Synthetic CDO Floating Rate Credit Linked Trust
2007-11
                                 Rating
                                 ------
Class                    To                  From
-----                    --                  ----
Certs                    AAA/Watch Neg       AAA

TIERS Derby Synthetic CDO Floating Rate Credit Linked Trust
Series 2007-12
                                 Rating
                                 ------
Class                    To                  From
-----                    --                  ----
Certs                    AAA/Watch Neg       AAA

TIERS Derby Synthetic CDO Floating Rate Credit Linked Trust
2007-13
                                 Rating
                                 ------
Class                    To                  From
-----                    --                  ----
Certs                    AA-/Watch Neg       AA-

TIERS Derby Synthetic CDO Floating Rate Credit Linked Trust
2007-16
                                 Rating
                                 ------
Class                    To                  From
-----                    --                  ----
2007-16                  AA-/Watch Neg       AA-

TIERS Derby Synthetic CDO Floating Rate Credit Linked Trust
2007-6
                                 Rating
                                 ------
Class                    To                  From
-----                    --                  ----
Certs                    AA/Watch Neg        AA

TIERS Georgia Credit Linked Trust Series 2007-21
2007-21
                                 Rating
                                 ------
Class                    To                  From
-----                    --                  ----
A                        BBB+/Watch Neg      BBB+
B                        BBB+/Watch Neg      BBB+

TIERS Georgia Floating Rate Credit Linked Trust Series 2006-1

                                 Rating
                                 ------
Class                    To                  From
-----                    --                  ----
Certs                    BB/Watch Neg        BB

TIERS Hawaii Floating Rate Credit Linked Trust Series 2007-22

                                 Rating
                                 ------
Class                    To                  From
-----                    --                  ----
Certs                    BBB/Watch Neg       BBB

TIERS Maine Floating Rate Credit Trust 2007-24

                                 Rating
                                 ------
Class                    To                  From
-----                    --                  ----
Cert                     A+/Watch Neg        A+

TIERS Vermont Floating Rate Credit Linked Trust Series 2007-23

                                 Rating
                                 ------
Class                    To                  From
-----                    --                  ----
Certs                    BBB+/Watch Neg      BBB+

Tiers Wolcott Synthetic CDO Floating Rate Credit Linked Trust
Series 2007-28
                                 Rating
                                 ------
Class                    To                  From
-----                    --                  ----
Certificat               AA-/Watch Neg       AA-

Tiers Wolcott Synthetic CDO Floating Rate Credit Linked Trust
Series 2007-29

                                 Rating
                                 ------
Class                    To                  From
-----                    --                  ----
Certificat               A+/Watch Neg        A+

Tiers Wolcott Synthetic CDO Floating Rate Credit Linked Trust
Series 2007-30
                                 Rating
                                 ------
Class                    To                  From
-----                    --                  ----
Certificat               A-/Watch Neg        A-

Tribune Ltd.
26
                                 Rating
                                 ------
Class                    To                  From
-----                    --                  ----
Aspen-B2                 BB+/Watch Neg       BB+

Tribune Ltd.
50
                                 Rating
                                 ------
Class                    To                  From
-----                    --                  ----
Notes                    AAA/Watch Neg       AAA


* S&P Trims Ratings on 11 Classes from Three RMBS Transactions
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 11
classes from three residential mortgage-backed securities
transactions backed by U.S. prime jumbo mortgage loan collateral
issued in the first half of 2007.  In addition, S&P affirmed its
ratings on 45 classes from these transactions, as well as 163
classes from 15 other U.S. prime jumbo transactions.
     
The downgrades reflect S&P's opinion that projected credit support
for the affected classes is insufficient to maintain the previous
ratings, given its current projected losses.  S&P used the 1999
prime jumbo vintage as its benchmark default curve to forecast the
performance of the 2007 vintage.  The 1999 vintage experienced the
most stress of any issuance year over the past 10 years in terms
of foreclosures.  

S&P expects the losses in 2007 to significantly exceed those
experienced in 1999; however, in its opinion, the timing of the
losses, and therefore the shape of the loss curve, is more likely
to be similar to that of 1999 than to any subsequent year.  S&P
calculated individual transaction projections by multiplying the
current foreclosure amount by the rate of change that the
foreclosure curve forecasted for the upcoming periods.

In addition, S&P assumed that 100% of the 90-plus-day delinquent
loans and 50% of the 60-day delinquent loans would be in
foreclosure within five months and added this amount to the
current foreclosure amount for transactions for which this form of
analysis provided a forecast more consistent with the current
delinquency performance trends.  S&P calculated individual
transaction projections by multiplying the current foreclosure
amount by the rate of change that the foreclosure curve forecasted
for the upcoming periods.  Due to current market conditions, S&P
are assuming that it will take approximately 18 months to
liquidate loans in foreclosure and approximately eight months to
liquidate loans categorized as real estate owned.  S&P are now
assuming a loss severity of 30% for U.S. prime jumbo RMBS
transactions issued in 2007.
     
Additionally, S&P assumed that the loans that are currently REO
will be liquidated over the next eight months, and then S&P added
the projected loss amounts from the REO liquidations to the
projected losses from foreclosures.  S&P estimated the lifetime
projected losses by adding these projected losses to the actual
losses that the transactions have experienced to date.
     
S&P's lifetime projected losses, as a percentage of the original
pool balances, for these 18 U.S. RMBS transactions backed by prime
jumbo collateral issued in 2007 are:

Issuer          Series            Structure group    Projected loss (%)
------          ------            --------------     -----------------
CHL             2007-7                  one                 0.41
CHL             2007-9                  one                 0.64
CHL             2007-12                 one                 0.40
Citicorp        2007-1                  one                 0.29
Citicorp        2007-3                  one                 0.47
Citicorp        2007-5                  one                 0.18
Citigroup       2007-2                  one                 0.29
First Horizon   2007-1                  one                 0.50
First Horizon   2007-3                  one                 0.00
GSR             2007-1F                 one                 0.60
JPMorgan        2007-A1                 one                 0.34
JPMorgan        2007-S1                 one                 0.89
Merrill Lynch   2007-1                  one                 0.18
Thornburg       2007-1                  one                 0.70
Thornburg       2007-2                  one                 0.48
Wells Fargo     2007-1                  one                 0.88
Wells Fargo     2007-4                  one                 0.98
Wells Fargo     2007-5                  one                 0.00

"To maintain a rating higher than 'B', a class had to absorb
losses in excess of the base case assumption S&P used in its
analysis.  For example, one prime jumbo class may have to
withstand 150% of our projected loss assumption in order to
maintain a 'BB' rating, while a different class may have to
withstand losses of approximately 200% of our base case loss
assumption to maintain a 'BBB' rating.  Each class that has an
affirmed 'AAA' rating can generally withstand approximately 350%
of S&P's projected loss assumptions under its analysis," S&P says.
     
The rating affirmations reflect actual and projected credit
enhancement percentages that S&P believes are sufficient to
support the current ratings.
     
Subordination provides credit support for the affected
transactions.  The underlying collateral for these deals consists
of fixed- and adjustable-rate U.S. prime jumbo mortgage loans that
are secured primarily by first liens on one- to four-family
residential properties.
     

                          Ratings Lowered

JPMorgan Mortgage Trust 2007-A1
Series    2007-A1

                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
B-1        46630GBH7     A              AA
B-2        46630GBJ3     BB             A
B-3        46630GBK0     B              BBB
B-4        46630GBN4     CCC            BB
B-5        46630GBP9     CC             B

Thornburg Mortgage Securities Trust 2007-1
Series    2007-1

                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
B-2        88522EAJ2     BBB            A
B-3        88522EAK9     B              BBB
B-4        88522EAL7     CCC            BB
B-5        88522EAM5     CC             B

Thornburg Mortgage Securities Trust 2007-2
Series    2007-2

                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
B-4        88522WAK9     B              BB
B-5        88522WAL7     CCC            B

Ratings Affirmed

CHL Mortgage Pass-Through Trust 2007-7
Series 2007-7

Class      CUSIP         Rating
-----      -----         ------
A-1        12544TAA2     AAA
A-2        12544TAB0     AAA
A-3        12544TAC8     AAA
A-4        12544TAD6     AAA
A-5        12544TAE4     AAA
A-6        12544TAF1     AAA
A-7        12544TAG9     AAA
A-8        12544TAH7     AAA
A-9        12544TAJ3     AAA
A-10       12544TAK0     AAA
A-11       12544TAL8     AAA
A-12       12544TAM6     AAA
A-13       12544TAN4     AAA
A-14       12544TAP9     AAA
A-15       12544TAQ7     AAA
A-16       12544TAR5     AAA
PO         12544TAS3     AAA
X          12544TAT1     AAA

CHL Mortgage Pass-Through Trust 2007-9
Series 2007-9

Class      CUSIP         Rating
-----      -----         ------
A-1        12544XAA3     AAA
A-2        12544XAB1     AAA
A-3        12544XAM7     AAA
A-4        12544XAN5     AAA
A-5        12544XAP0     AAA
A-6        12544XAQ8     AAA
A-7        12544XAR6     AAA
A-8        12544XAS4     AAA
A-9        12544XAT2     AAA
A-10       12544XAU9     AAA
A-11       12544XAV7     AAA
A-12       12544XAW5     AAA
A-13       12544XAX3     AAA
A-14       12544XAY1     AAA
A-15       12544XBA2     AAA
PO         12544XAD7     AAA
X          12544XAE5     AAA

CHL Mortgage Pass-Through Trust 2007-12
Series 2007-12

Class      CUSIP         Rating
-----      -----         ------
A-1        17025LAA6     AAA
A-2        17025LAB4     AAA
A-3        17025LAC2     AAA
A-4        17025LAD0     AAA
A-5        17025LAE8     AAA
A-6        17025LAF5     AAA
A-7        17025LAG3     AAA
A-8        17025LAH1     AAA
A-9        17025LAJ7     AAA
PO         17025LAL2     AAA
X          17025LAK4     AAA

Citicorp Mortgage Securities Trust, Series 2007-1
Series 2007-1

Class      CUSIP         Rating
-----      -----         ------
IA-6       173105AF4     AAA
IA-2       173105AB3     AA

Citicorp Mortgage Securities Trust, Series 2007-2
Series 2007-2

Class      CUSIP         Rating
-----      -----         ------
IA-1       173107AA1     AAA
IA-2       173107AB9     AAA
IA-3       173107AC7     AAA
IA-4       173107AD5     AAA
IA-5       173107AE3     AAA
IA-6       173107AF0     AAA
IA-7       173107AG8     AAA
IA-IO      173107AJ2     AAA
IIA-1      173107AK9     AAA
IIA-IO     173107AL7     AAA
IIIA-1     173107AM5     AAA
IIIA-IO    173107AN3     AAA
A-PO       173107AP8     AAA

Citicorp Mortgage Securities Trust, Series 2007-3
Series 2007-3

Class      CUSIP         Rating
-----      -----         ------
IA-3       17312FAC7     AAA

Citicorp Mortgage Securities Trust, Series 2007-5
Series 2007-5

Class      CUSIP         Rating
-----      -----         ------
IA-1       17312KAA0     AAA
IA-2       17312KAB8     AAA
IA-3       17312KAC6     AAA
IA-4       17312KAD4     AAA
IA-5       17312KAE2     AAA
IA-6       17312KAF9     AAA
IA-8       17312KAH5     AAA
IA-9       17312KAJ1     AAA
IA-10      17312KAK8     AAA
IA-11      17312KAL6     AAA
I-AIO      17312KAM4     AAA
IIA-1      17312KAN2     AAA
II-AIO     17312KAP7     AAA
IIIA-1     17312KAQ5     AAA
III-AIO    17312KAR3     AAA
A-PO       17312KAS1     AAA

First Horizon Mortgage Pass-Through Trust 2007-1
Series 2007-1

Class      CUSIP         Rating
-----      -----         ------
A-1        32053NAA6     AAA
A-2        32053NAB4     AAA
A-3        32053NAC2     AAA
A-4        32053NAD0     AAA
A-5        32053NAE8     AAA
A-6        32053NAF5     AAA
A-PO       32053NAH1     AAA

First Horizon Mortgage Pass-Through Trust 2007-3
Series 2007-3

Class      CUSIP         Rating
-----      -----         ------
A-1        32055WAA4     AAA
A-2        32055WAB2     AAA
A-3        32055WAC0     AAA
A-4        32055WAD8     AAA
A-5        32055WAE6     AAA
A-PO       32055WAF3     AAA

GSR Mortgage Loan Trust 2007-1F
Series 2007-1F

Class      CUSIP         Rating
-----      -----         ------
3A-6       3622MPAV0     AAA

JPMorgan Mortgage Trust 2007-A1
Series 2007-A1

Class      CUSIP         Rating
-----      -----         ------
1-A-1      46630GAA3     AAA
1-A-2      46630GAB1     AAA
2-A-1      46630GAC9     AAA
2-A-2      46630GAD7     AAA
2-A-3      46630GAE5     AAA
2-A-4      46630GAF2     AAA
3-A-1      46630GAG0     AAA
3-A-2      46630GAH8     AAA
3-A-3      46630GAJ4     AAA
3-A-4      46630GAK1     AAA
3-A-5      46630GAL9     AAA
4-A-1      46630GAM7     AAA
4-A-2      46630GAN5     AAA
4-A-3      46630GAP0     AAA
4-A-4      46630GAQ8     AAA
5-A-1      46630GAR6     AAA
5-A-2      46630GAS4     AAA
5-A-3      46630GAT2     AAA
5-A-4      46630GAU9     AAA
5-A-5      46630GAV7     AAA
5-A-6      46630GAW5     AAA
6-A-1      46630GAX3     AAA
6-A-2      46630GAY1     AAA
7-A-1      46630GBB0     AAA
7-A-2      46630GBC8     AAA
7-A-3      46630GBD6     AAA
7-A-3S     46630GBF1     AAA
7-A-4      46630GBG9     AAA

JPMorgan Mortgage Trust 2007-S1
Series 2007-S1

Class      CUSIP         Rating
-----      -----         ------
1-A-1      46630RAA9     AA
1-A-2      46630RAB7     AA
1-A-3      46630RAC5     AA
1-A-4      46630RAD3     AA
2-A-1      46630RAE1     AAA
2-A-2      46630RAF8     AA
2-A-3      46630RAG6     AAA
2-A-4      46630RAH4     AA
2-A-5      46630RAJ0     AA
2-A-6      46630RAK7     AA
2-A-7      46630RAL5     AA
2-A-8      46630RAM3     AA
2-A-9      46630RAN1     AA
2-A-10     46630RAP6     AA
2-A-11     46630RAQ4     AA
2-A-12     46630RAR2     AA
2-A-13     46630RAS0     AA
2-A-14     46630RAT8     AA
2-A-15     46630RAU5     AA
2-A-16     46630RAV3     AA
2-A-17     46630RAW1     AA
2-A-18     46630RAX9     AA
2-A-19     46630RAY7     AA
2-A-20     46630RAZ4     AA
2-A-21     46630RBA8     AA
2-A-22     46630RBB6     AA
2-A-23     46630RBC4     AA
A-P        46630RBD2     AA

Merrill Lynch Mortgage Investors Trust Series MLCC 2007-1
Series 2007-1

Class      CUSIP         Rating
-----      -----         ------
I-A-1      59023HAA9     AAA
I-A-2      59023HAQ4     AAA
II-A-1     59023HAB7     AAA
II-A-2     59023HAC5     AAA
III-A      59023HAD3     AAA
IV-A-1     59023HAE1     AAA
IV-A-2     59023HAF8     AAA
IV-A-3     59023HAG6     AAA
IV-A-4     59023HAH4     AAA
IV-A-X     59023HAR2     AAA
M-1        59023HAJ0     AA
M-2        59023HAK7     A
M-3        59023HAL5     BBB
B-1        59023HAM3     BB
B-2        59023HAN1     B

Thornburg Mortgage Securities Trust 2007-1
Series 2007-1

Class      CUSIP         Rating
-----      -----         ------
A-1        88522EAA1     AAA
A-2A       88522EAB9     AAA
A-2B       88522EAC7     AAA
A-2C       88522EAD5     AAA
A-3A       88522EAE3     AAA
A-3B       88522EAF0     AAA
A-X        88522EAG8     AA
B-1        88522EAH6     AA

Thornburg Mortgage Securities Trust 2007-2
Series 2007-2

Class      CUSIP         Rating
-----      -----         ------
A-1        88522WAA1     AAA
A-2A       88522WAB9     AAA
A-2B       88522WAC7     AAA
A-3A       88522WAD5     AAA
A-3B       88522WAE3     AAA
A-X        88522WAF0     AA
B-1        88522WAG8     AA
B-2        88522WAH6     A
B-3        88522WAJ2     BBB

Wells Fargo Mortgage Backed Securities 2007-1 Trust
Series 2007-1

Class      CUSIP         Rating
-----      -----         ------
A-1        94984WAA0     AAA
A-2        94984WAB8     AAA
A-3        94984WAC6     AAA
A-4        94984WAD4     AAA
A-5        94984WAE2     AAA
A-6        94984WAF9     AAA
A-7        94984WAG7     AAA
A-8        94984WAH5     AAA
A-9        94984WAJ1     AAA
A-10       94984WAK8     AAA
A-PO       94984WAL6     AAA

Wells Fargo Mortgage Backed Securities 2007-4 Trust
Series 2007-4

Class      CUSIP         Rating
-----      -----         ------
A-2        94985RAB8     AA+
A-5        94985RAE2     AAA
A-8        94985RAH5     AAA
A-14       94985RAP7     AAA
A-15       94985RAQ5     AAA

Wells Fargo Mortgage Backed Securities 2007-5 Trust
Series 2007-5

Class      CUSIP         Rating
-----      -----         ------
I-A-1      94985PAA4     AAA
I-A-2      94985PAB2     AAA
I-A-3      94985PAC0     AAA
I-A-4      94985PAD8     AAA
I-A-5      94985PAE6     AAA
I-A-6      94985PAF3     AAA
I-A-7      94985PAG1     AAA
I-A-PO     94985PAS5     AAA
II-A-1     94985PAJ5     AAA
II-A-2     94985PAK2     AAA
II-A-3     94985PAL0     AAA
II-A-PO    94985PAT3     AAA


* S&P Cuts Ratings on 110 Cert. Classes from Nine US ALT-A RMBS
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 110
classes of mortgage pass-through certificates from nine U.S.
Alternative-A residential mortgage-backed securities transactions
issued in 2006 and 2007.  S&P removed 32 of the lowered ratings
from CreditWatch with negative implications.  At the same time,
S&P affirmed its ratings on 51 classes from the same nine deals
and removed 10 of the affirmed ratings from CreditWatch negative.
     
Total delinquencies for the affected 2006 and 2007 deals increased
6.77% and 9.12%, respectively, while the foreclosure percentages
increased 8.3% and 8.9%, as published in "U.S. Alternative-A RMBS
Performance Update: July 2008 Distribution Date," dated Aug. 21,
2008.  This continued increase in delinquencies and foreclosures
prompted us to update the expected cumulative losses for the nine
affected transactions).  The downgrades reflect S&P's belief that
given the increased loss expectations, credit support, which is
provided by a combination of subordination and excess interest, is
no longer sufficient to maintain the ratings at their previous
levels.  
     
The collateral for these deals consists of Alt-A, fixed- and
adjustable-rate mortgage loans secured by one- to four-family
residential properties.


                                 TABLE 1
                  Updated Structure-Level Loss Forecasts

  Name                                Original bal. Structure  Loss   
                                                               forecast
                                       (mil. $)                  (%)
  ----                                -------------  --------  --------
RALI Series 2007-QS2 Trust            536.74         1          10.18
Alternative Loan Trust 2006-40T1      809.04         1          6.91
RALI Series 2006-QS13 Trust           537.00         1          6.61
RALI Series 2006-QS13 Trust           104.05         2          2.09
RALI Series 2007-QS1 Trust            430.05         1          6.95
RALI Series 2007-QS1 Trust            867.32         2          8.63
Residential Asset Securitization      683.79         1          6.33
Trust 2007-A2
Bear Stearns ALT-A Trust 2006-7       575.84         1          18.43
Bear Stearns ALT-A Trust 2006-7       694.08         2          8.34
Structured Adjustable Rate Mortgage   359.71         1          14.59
Loan Trust Series 2006-12
Structured Adjustable Rate Mortgage   206.70         2          6.9
Loan Trust Series 2006-12
Structured Adjustable Rate Mortgage   218.27         1          5.87
Loan Trust Series 2006-10
Structured Adjustable Rate Mortgage   268.99         2          5.77
Loan Trust Series 2006-10
Structured Adjustable Rate Mortgage   298.04         1          17.9
Loan Trust Series 2007-5
Structured Adjustable Rate Mortgage   381.54         2          6.23
Loan Trust Series 2007-5


Rating Actions

Alternative Loan Trust 2006-40T1
Series      2006-40T1
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
1-A-2      02148KAB0     BB             AAA
1-A-5      02148KAE4     BB             AAA
1-A-6      02148KAF1     BB             AAA
1-A-7      02148KAG9     BB             AAA
1-A-9      02148KAJ3     BB             AAA
1-A-11     02148KAL8     BB             AAA
1-A-12     02148KAM6     BB             AAA
1-A-13     02148KAN4     BB             AAA
1-A-14     02148KAP9     BB             AAA
PO-1       02148KBA1     BB             AAA
2-A-1      02148KAQ7     AA             AAA
2-A-2      02148KAR5     BB             AAA
2-A-3      02148KAS3     BB             AAA
2-A-4      02148KAT1     AA             AAA
2-A-5      02148KAU8     BB             AAA
2-A-7      02148KAW4     BB             AAA
M-1        02148KBB9     CCC            B
B-1        02148KBF0     CC             CCC

Bear Stearns ALT-A Trust 2006-7
Series      2006-7
                              Rating
                               ------
Class      CUSIP         To             From
-----      -----         --             ----
I-A-1      073875AA4     BBB            AAA
I-A-2      073875AB2     B              AAA
I-M-1      073875AC0     CCC            BBB
I-M-2      073875AD8     CCC            BB
I-B-1      073875AE6     CC             CCC
II-1A-2    073875AH9     BB             AAA
II-2A-2    073875AL0     BB             AAA
II-3A-2    073875AP1     BB-            AAA

RALI Series 2006-QS13 Trust
Series 2006-QS13
                              Rating
                               ------
Class      CUSIP         To             From
-----      -----         --             ----
I-A-1      75115DAA3     BBB            AAA
I-A-4      75115DAD7     BB             AAA
I-A-5      75115DAE5     BBB            AAA
I-A-6      75115DAF2     BB             AAA
I-A-9      75115DAJ4     BB             AAA
I-A-10     75115DAK1     BB             AAA
I-A-11     75115DAL9     BB             AAA
I-A-P      75115DAN5     BB             AAA
II-A-1     75115DAM7     AA             AAA
II-A-P     75115DBD6     AA             AAA

RALI Series 2007-QS1 Trust
Series 2007-QS1
                              Rating
                               ------
Class      CUSIP         To             From
-----      -----         --             ----
I-A-1      74922KAA3     BBB            AAA/Watch Neg
I-A-2      74922KAB1     AAA            AAA/Watch Neg
I-A-3      74922KAC9     BB             AAA/Watch Neg
I-A-4      74922KAD7     BB             AAA/Watch Neg
I-A-6      74922KAF2     BB             AAA/Watch Neg
I-A-P      74922KAV7     BB             AAA/Watch Neg
I-A-V      74922KAW5     AAA            AAA/Watch Neg
II-A-1     74922KAG0     AAA            AAA/Watch Neg
II-A-2     74922KAH8     A              AAA
II-A-3     74922KAJ4     BB-            AAA/Watch Neg
II-A-4     74922KAK1     A              AAA
II-A-5     74922KAL9     BB-            AAA/Watch Neg
II-A-6     74922KAM7     BB             AAA/Watch Neg
II-A-7     74922KAN5     BB-            AAA/Watch Neg
II-A-8     74922KAP0     BB             AAA/Watch Neg
II-A-9     74922KAQ8     AAA            AAA/Watch Neg
II-A-10    74922KAR6     BB+            AAA/Watch Neg
II-A-11    74922KAS4     AAA            AAA/Watch Neg
II-A-12    74922KAT2     BB-            AAA/Watch Neg
II-A-13    74922KAU9     BB-            AAA/Watch Neg
II-A-P     74922KAX3     BB             AAA/Watch Neg
II-A-V     74922KAY1     AAA            AAA/Watch Neg

RALI Series 2007-QS2 Trust
Series 2007-QS2
                              Rating
                               ------
Class      CUSIP         To             From
-----      -----         --             ----
A-1        74923CAA0     BB             AAA/Watch Neg
A-2        74923CAB8     BB             AAA/Watch Neg
A-3        74923CAC6     BB             AAA/Watch Neg
A-4        74923CAD4     BB             AAA/Watch Neg
A-5        74923CAE2     BB             AAA/Watch Neg
A-6        74923CAF9     BB             AAA/Watch Neg
A-7        74923CAG7     BB             AAA/Watch Neg
A-P        74923CAH5     AAA            AAA/Watch Neg
A-V        74923CAJ1     AAA            AAA/Watch Neg

Residential Asset Securitization Trust 2007-A2
Series 2007-A2
                              Rating
                               ------
Class      CUSIP         To             From
-----      -----         --             ----
1-A-1      761120AA2     BB-            AAA/Watch Neg
1-A-2      761120AB0     BB-            AAA/Watch Neg
1-A-3      761120AC8     BB-            AAA/Watch Neg
1-A-4      761120AD6     BB-            AAA/Watch Neg
1-A-5      761120AE4     BB+            AAA
1-A-6      761120AF1     BB-            AAA/Watch Neg
1-A-7      761120AG9     BB-            AAA/Watch Neg
1-A-8      761120AH7     BB+            AAA
1-A-9      761120AJ3     BB-            AAA/Watch Neg
2-A-1      761120AK0     BB+            AAA
2-A-2      761120AL8     BB+            AAA/Watch Neg
2-A-3      761120AM6     BB-            AAA/Watch Neg
2-A-4      761120AN4     AAA            AAA/Watch Neg
2-A-5      761120AP9     BB-            AAA/Watch Neg
PO         761120AQ7     BB-            AAA/Watch Neg
A-X        761120AR5     AAA            AAA/Watch Neg
B-1        761120AT1     CCC            BB
B-2        761120AU8     CCC            B
B-3        761120AV6     CC             CCC
B-5        761120AX2     D              CC

Structured Adjustable Rate Mortgage Loan Trust Series 2006-12
Series 2006-12
                              Rating
                               ------
Class      CUSIP         To             From
-----      -----         --             ----
1-A2       86362RAB7     B              AAA
M-1        86362RAG6     B-             AAA
M-2        86362RAH4     CCC            AA+
M-3        86362RAJ0     CCC            AA+
M-4        86362RAK7     CCC            AA+
M-5        86362RAL5     CCC            AA-
M-6        86362RAM3     CC             BBB
M-7        86362RAN1     CC             B
2-A1       86362RAC5     AA             AAA
2-A2       86362RAD3     BB             AAA

Structured Adjustable Rate Mortgage Loan Trust, Series 2006-10
Series 2006-10
                              Rating
                               ------
Class      CUSIP         To             From
-----      -----         --             ----
1-A2       86361QAB0     B              AAA
2-A2       86361QAE4     B              AAA
B5-I       86361QAW4     D              B
3-A1       86361QAF1     AA             AAA
3-A2       86361QAG9     AA-            AAA
3-AF       86361QAJ3     AA-            AAA
3-A3       86361QAK0     AA-            AAA
3-A4       86361QAL8     B              AAA
B1-II      86361QAR5     CCC            AA-
B2-II      86361QAS3     CCC            BBB

Structured Adjustable Rate Mortgage Loan Trust, Series 2007-5
Series 2007-5
                              Rating
                               ------
Class      CUSIP         To             From
-----      -----         --             ----
1-A2       86363XAB3     AA             AAA
1-A3       86363XAC1     BB             AAA
M-1        86363XAL1     B              AAA
M-2        86363XAM9     CCC            BBB
M-3        86363XAN7     CCC            BB
M-4        86363XAP2     CC             B-
2-A2       86363XAE7     AA             AAA
2-A3       86363XAF4     AA             AAA
2-A4       86363XAG2     B              AAA
3-A1       86363XAJ6     AA             AAA
3-A2       86363XAK3     B              AAA
B1-II      86363XAT4     CCC            BB+
B2-II      86363XAU1     CCC            B

                          Ratings Affirmed

Alternative Loan Trust 2006-40T1
Series 2006-40T1

Class      CUSIP         Rating
-----      -----         ------
1-A-1      02148KAA2     AAA
1-A-3      02148KAC8     AAA
1-A-4      02148KAD6     AAA
1-A-8      02148KAH7     AAA
1-A-10     02148KAK0     AAA
1-X        02148KAY0     AAA
2-A-6      02148KAV6     AAA
2-X        02148KAZ7     AAA
M-3        02148KBD5     CCC

Bear Stearns ALT-A Trust 2006-7
Series 2006-7

Class      CUSIP         Rating
-----      -----         ------
II-1A-1    073875AG1     AAA
II-1X-1    073875AJ5     AAA
II-2A-1A   073875AK2     AAA
II-2A-1B   073875AU0     AAA
II-2X-1    073875AM8     AAA
II-2X-2    073875AV8     AAA
II-2X-3    073875AW6     AAA
II-2X-4    073875AX4     AAA
II-2X-5    073875AY2     AAA
II-3A-1    073875AN6     AAA
II-3X-1    073875AQ9     AAA

RALI Series 2006-QS13 Trust
Series 2006-QS13

Class      CUSIP         Rating
-----      -----         ------
I-A-3      75115DAC9     AAA
I-A-2      75115DAB1     AAA
I-A-7      75115DAG0     AAA
I-A-8      75115DAH8     AAA
I-A-V      75115DAP0     AAA
II-A-V     75115DBE4     AAA

RALI Series 2007-QS1 Trust
Series 2007-QS1

Class      CUSIP         Rating
-----      -----         ------
I-A-5      74922KAE5     AAA

Structured Adjustable Rate Mortgage Loan Trust Series 2006-12
Series 2006-12

Class      CUSIP         Rating
-----      -----         ------
1-A1       86362RAA9     AAA
2-AX       86362RAE1     AAA
2-PAX      86362RAF8     AAA

Structured Adjustable Rate Mortgage Loan Trust, Series 2006-10
Series 2006-10

Class      CUSIP         Rating
-----      -----         ------
1-A1       86361QAA2     AAA
1-AX       86361QAC8     AAA
2-A1       86361QAD6     AAA
3-AF1      86361QAH7     AAA
3-AX       86361QAM6     AAA

Structured Adjustable Rate Mortgage Loan Trust, Series 2007-5
Series 2007-5

Class      CUSIP         Rating
-----      -----         ------
1-A1       86363XAA5     AAA
1-AP       86363XBA4     AAA
2-A1       86363XAD9     AAA
2-AX       86363XAH0     AAA
B3-II      86363XAV9     CCC
2-AP       86363XBB2     AAA


* S&P Downgrades Ratings on 10 Classes of Cert. from Seven RMBS
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 10
classes of mortgage pass-through certificates from seven U.S.
subprime residential mortgage-backed securities transactions from
various issuers.  Concurrently, S&P affirmed its ratings on 57
other classes of certificates from these transactions and from
four additional transactions.
     
The lowered ratings reflect S&P's loss expectations based on the
amount of loans in the transactions' delinquency pipelines,
coupled with remaining credit support.  Because the pool factors
for transactions with lowered ratings are becoming increasingly
small, the potential losses from delinquent loans could have a
more significant impact on the credit support available for the
remaining classes.  Based on the current collateral performance of
these transactions, S&P project that future credit enhancement
percentages will be insufficient to maintain the ratings at their
previous levels.  

Actual losses have completely depleted overcollateralization for
three of the transactions with lowered ratings.  As a result, the
class B-1 certificates from both CDC Mortgage Capital Trust 2003-
HE1 and CDC Mortgage Capital Trust 2003-HE2, and class B-4 from
CDC Mortgage Capital Trust 2004-HE3 have experienced principal
write-downs.  Because of these write-downs, S&P have lowered its
ratings on these classes to 'D'.
     
As of the Aug. 25, 2008, distribution, cumulative losses for the
downgraded transactions ranged from 1.49% to 2.76% of each
transaction's original pool balance.  Total delinquencies ranged
from 9.98% to 36.23% of the current pool balances, while severe
delinquencies ranged from 5.83% to 24.32% of the current pool
balances.
     
The affirmations reflect current and projected credit support
percentages that are sufficient to maintain the ratings at their
current levels.  As of the August 2008 remittance report, credit
support for these classes ranged from 0.0% to 96.88% of the
current pool balances.  In comparison, the ratio of current credit
enhancement to original enhancement ranged from 0.0x to 4.10x.
     
A combination of subordination, excess interest, and O/C provide
credit enhancement for these transactions.  The collateral
supporting these series originally consisted of subprime pools of
fixed- and adjustable-rate mortgage loans secured by first liens
on one- to four-family residential properties.


                           Rating Actions

Argent Securities Inc.
Series      2003-W7

                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
M-6        040104DD0     B              BBB-

Argent Securities Inc.
Series      2003-W10
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
M-6        040104ER8     CCC            BBB-

CDC Mortgage Capital Trust 2003-HE1
Series      2003-HE1
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
M-2        12506YAZ2     BBB-           BBB
M-3        12506YBA6     B-             BB
B-1        12506YBB4     D              CCC

CDC Mortgage Capital Trust 2003-HE2
Series      2003-HE2
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
B-1        12506YBH1     D              CCC

CDC Mortgage Capital Trust 2004-HE3
Series      2004-HE3
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
B-3        12506YDL0     B              BB
B-4        12506YDM8     D              CCC

RASC Series 2003-KS11 Trust
Series      2003-KS11
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
M-II-3     76110WVX1     BBB            BBB+

RASC Series 2004-KS1 Trust
Series 2004-KS1
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
M-II-3     74924PAP7     BB             BBB+

Ratings Affirmed

Argent Securities Inc.
Series 2003-W7

Class      CUSIP         Rating
-----      -----         ------
A-1        040104DE8     AAA
A-2        040104CX7     AAA
A-2B       040104CZ2     AAA
M-1        040104DA6     AA
M-2        040104DB4     A
M-3        040104DF5     A-
M-3B       040104DH1     A-
M-4B       040104DK4     BBB+
M-5        040104DC2     BBB

Argent Securities Inc.
Series 2003-W10

Class      CUSIP         Rating
-----      -----         ------
M-1        040104EN7     AA
M-2        040104EP2     A
M-3        040104ET4     A-
M-4        040104EU1     BBB+
M-5        040104EQ0     BBB

CDC Mortgage Capital Trust 2003-HE1
Series 2003-HE1

Class      CUSIP         Rating
-----      -----         ------
M-1        12506YAY5     AA+

CDC Mortgage Capital Trust 2003-HE2
Series 2003-HE2

Class      CUSIP         Rating
-----      -----         ------
M-1        12506YBE8     AA
M-2        12506YBF5     BB
M-3        12506YBG3     CCC

CDC Mortgage Capital Trust 2004-HE3
Series 2004-HE3

Class      CUSIP         Rating
-----      -----         ------
M-1        12506YDF3     AA
M-2        12506YDG1     A
M-3        12506YDH9     A-
B-1        12506YDJ5     BBB+
B-2        12506YDK2     BBB

Citigroup Home Equity Loan Trust Series 2003-HE1
Series 2003-HE1

Class      CUSIP         Rating
-----      -----         ------
A          79549AXH7     AAA
M-1        79549AXJ3     AAA
M-2        79549AXK0     AA+
M-3        79549AXL8     AA
M-4        79549AXM6     A+
M-5        79549AXN4     A-

CPT Asset-Backed Certificates Trust 2004-EC1
Series 2004-EC1

Class      CUSIP         Rating
-----      -----         ------
A-R        126673MW9     AAA
M-1        126673ML3     AA+
M-2        126673MM1     AA
M-3        126673MN9     AA-
M-4        126673MP4     A+
M-5        126673MQ2     A
M-6        126673MR0     A-
M-7        126673MS8     BBB+
B          126673MT6     BBB

RASC Series 2003-KS11 Trust
Series 2003-KS11

Class      CUSIP         Rating
-----      -----         ------
A-I-4      76110WVN3     AAA
A-I-5      76110WVP8     AAA
A-I-6      76110WVQ6     AAA
M-I-1      76110WVR4     AA
M-II-1     76110WVV5     AA
M-I-2      76110WVS2     A+
M-II-2     76110WVW3     A+
M-I-3      76110WVT0     BBB+

RASC Series 2004-KS1 Trust
Series 2004-KS1

Class      CUSIP         Rating
-----      -----         ------
A-I-4      74924PAD4     AAA
A-I-5      74924PAE2     AAA
A-I-6      74924PAF9     AAA
M-I-1      74924PAG7     AA
M-II-1     74924PAM4     AA
M-I-2      74924PAH5     A+
M-II-2     74924PAN2     A+
M-I-3      74924PAJ1     BBB+

Salomon Brothers Mortgage Securities VII Inc.
Series 1998-NC1

Class      CUSIP         Rating
-----      -----         ------
A          79548KYN2     AAA
M-1        79548KYP7     AAA

Salomon Brothers Mortgage Securities VII Inc.
Series 1998-NC4

Class      CUSIP         Rating
-----      -----         ------
M-2        79548KC71     A


* S&P Cuts Ratings on 113 Classes from 11 RMBS Transactions
-----------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 113
classes from 11 residential mortgage-backed securities
transactions backed by U.S. Alternative-A mortgage loan collateral
issued in 2006 and 2007.  The downgraded classes have a current
balance of approximately $5.15 billion.  S&P removed 78 of the
lowered ratings from CreditWatch with negative implications.  In
addition, S&P affirmed its ratings on 36 classes and removed one
of the affirmed ratings from CreditWatch negative.

The downgrades reflect S&P's opinion that projected credit support
for the affected classes is insufficient to maintain the previous
ratings, given its current projected losses as stated in "Revised
Projected Losses For 2006/First-Half 2007 U.S. Alt-A Short-Reset
Hybrid And Neg-Am RMBS," published Aug. 20, 2008, on
RatingsDirect.  In addition, S&P is revising its loss expectation
for Banc of America Trust 2006-D, which has mostly long-reset
adjustable-rate mortgage collateral, due to current performance.  
The projected lifetime losses for each structure within this
transaction are as:

Structure No.    Orig. balance (mil. $)  Projected losses (%)
-------------    ----------------------  --------------------
1.               604.5                   9.97
2.               465.7                   2.07
3.               267.6                   2.58
4.               449.4                   5.85

S&P arrived at its estimated projected losses for the Alt-A RMBS
deals using the analysis outlined in "Standard & Poor's Revised
Default And Loss Curves For U.S. Alt-A RMBS Transactions,"
published Dec. 19, 2007, on RatingsDirect.  The revised loss
assumptions used in this review also include the new loss severity
assumptions, which were outlined in "Criteria: Standard & Poor's
Revises U.S. Subprime, Prime, And Alternative-A RMBS Loss
Assumptions," published on July 30, 2008, on RatingsDirect.
     
As part of S&P's analysis, it considered the characteristics of
the underlying mortgage collateral as well as macroeconomic
influences.  "For example, the risk profile of the underlying
mortgage pools influences S&P's default projections, while our
outlook for housing price declines and the health of the housing
market influence its loss severity assumptions," S&P says.
     
To assess the creditworthiness of each class, S&P reviewed the
individual delinquency and loss trends of each transaction for
changes, if any, in risk characteristics, servicing, and the
expected ability to withstand additional credit deterioration.  In
order to maintain a rating higher than 'B', a class had to absorb
losses in excess of the base-case assumptions S&P assumed in its
analysis.  For example, a class may have to withstand
approximately 115% of S&P's base-case loss assumptions in order to
maintain a 'BB' rating, while a different class may have to
withstand approximately 125% of its base-case loss assumptions to
maintain a 'BBB' rating.  A class that has an affirmed 'AAA'
rating can likely withstand approximately 150% of its base-case
loss assumptions under its analysis, subject to individual caps
and qualitative factors assumed on specific transactions.
     
S&P also took into account the pay structure of each transaction
and only stressed each class with losses that would occur while it
remained outstanding.  Additionally, S&P only gave excess interest
credit for the amount of time the class would be outstanding. For
example, if S&P projected a class to pay down in 15 months, then
S&P only applied 15 months of losses to that class.  Additionally,
in such a case S&P assumed 15 months of excess spread if the class
was structured with excess spread as credit enhancement.
     
"In the coming weeks, Standard & Poor's will continue to analyze
the remaining transactions affected by our revised loss
expectations.  S&P will analyze deals in order of performance,
looking at worse-performing deals first," S&P says.

RATING ACTIONS

Alternative Loan Trust 2006-OC3
Series      2006-OC3
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
1-A-2      021464AB8     BBB            AAA/Watch Neg
2-A-1      021464AC6     AAA            AAA/Watch Neg
2-A-2      021464AD4     BBB            AAA/Watch Neg
2-A-3      021464AE2     BBB            AAA/Watch Neg
M-1        021464AG7     B              AA+/Watch Neg
M-2        021464AH5     CCC            A/Watch Neg
M-3        021464AJ1     CCC            BBB/Watch Neg
M-4        021464AK8     CCC            BB/Watch Neg
M-5        021464AL6     CC             CCC
M-6        021464AM4     CC             CCC
M-8        021464AP7     D              CC
M-9        021464AS1     D              CC

Banc of America Funding 2006-D Trust
Series      2006-D
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
1-A-3      058933AC6     BB             AAA
1-M-1      058933AX0     B              AA
1-M-2      058933AY8     CCC            BBB+
1-M-3      058933AZ5     CC             BB
1-M-4      058933BA9     CC             B
1-M-5      058933BB7     D              CCC
6-A-2      058933AU6     B              AAA
6-A-4      058933AW2     B              AAA
6-B-1      058933BK7     CCC            A
6-B-2      058933BL5     CCC            B
6-B-10     058933CC4     D              CC

Deutsche Alt-A Securities Mortgage Loan Trust, Series 2006-AR3
Series DBALT 2006-AR3
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
A-1        25151AAA9     BB             AAA
A-2        25151AAB7     BB             AAA
A-5        25151AAE1     BB             AAA
A-6        25151AAG6     BB             AAA
A-7        25151AAH4     B              A/Watch Neg
M-1        25151AAJ0     CCC            BB/Watch Neg
M-2        25151AAK7     CCC            B/Watch Neg
M-3        25151AAL5     CCC            B/Watch Neg
M-4        25151AAM3     CCC            B/Watch Neg
M-5        25151AAN1     CC             CCC
M-6        25151AAP6     CC             CCC
M-7        25151AAQ4     CC             CCC
M-8        25151AAR2     D              CC
M-9        25151AAS0     D              CC

Deutsche Alt-A Securities Mortgage Loan Trust, Series 2006-AR4
Series 2006-AR4
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
A-3        25150PAC3     B              AAA/Watch Neg
M-1        25150PAD1     CCC            AA+/Watch Neg
M-2        25150PAE9     CCC            AA+/Watch Neg
M-3        25150PAF6     CCC            BBB/Watch Neg
M-4        25150PAG4     CCC            BB/Watch Neg
M-5        25150PAH2     CC             B/Watch Neg
M-6        25150PAJ8     CC             CCC
M-8        25150PAL3     D              CC

GSAA Home Equity Trust 2006-12
Series 2006-12
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
A-1        362381AA3     A              AAA/Watch Neg
A-2-B      362381AT2     BB             AAA/Watch Neg
A-3-B      362381AD7     BB             AAA/Watch Neg
M-1        362381AE5     B              AA+/Watch Neg
M-2        362381AF2     CCC            AA+/Watch Neg
M-3        362381AG0     CCC            AA/Watch Neg
M-4        362381AH8     CCC            AA-/Watch Neg
B-1        362381AJ4     CC             A/Watch Neg
B-2        362381AK1     CC             BBB/Watch Neg
B-3        362381AL9     CC             B/Watch Neg

GSAA Home Equity Trust 2006-16
Series 2006-16
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
A-1        362256AA7     AA             AAA/Watch Neg
A-2        362256AB5     BBB            AAA/Watch Neg
A-3B       362256AD1     BBB            AAA/Watch Neg
M-1        362256AE9     BB             AA+/Watch Neg
M-2        362256AF6     BB-            AA/Watch Neg
M-3        362256AG4     B+             AA/Watch Neg
M-4        362256AH2     B              AA/Watch Neg
M-5        362256AJ8     CCC            A+/Watch Neg
B-1        362256AK5     CC             A/Watch Neg
B-2        362256AL3     CC             BBB/Watch Neg
B-3        362256AQ2     CC             B/Watch Neg

GSAA Home Equity Trust 2006-17
Series 2006-17
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
A-1        362257AA5     BBB            AAA/Watch Neg
A-2        362257AB3     B              AAA/Watch Neg
A-3-A      362257AC1     AA             AAA
A-3-B      362257AD9     B              AAA/Watch Neg
M-2        362257AF4     CCC            AA/Watch Neg
M-3        362257AG2     CCC            A/Watch Neg
M-4        362257AH0     CCC            BBB/Watch Neg
M-5        362257AJ6     CCC            BB/Watch Neg
M-6        362257AK3     CC             BB/Watch Neg
B-1        362257AL1     CC             B/Watch Neg
B-2        362257AM9     CC             CCC
B-3        362257AR8     D              CCC

GSAA Home Equity Trust 2006-19
Series 2006-19
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
A-1        362244AA3     BBB            AAA/Watch Neg
A-2        362244AB1     B              AAA/Watch Neg
A-3-A      362244AC9     AA             AAA
A-3-B      362244AD7     B              AAA/Watch Neg
M-1        362244AE5     CCC            AA/Watch Neg
M-2        362244AF2     CCC            A/Watch Neg
M-3        362244AG0     CCC            BBB/Watch Neg
M-4        362244AH8     CCC            BB/Watch Neg
M-5        362244AJ4     CCC            BB/Watch Neg
M-6        362244AK1     CC             B/Watch Neg
B-1        362244AL9     CC             B/Watch Neg
B-2        362244AM7     CC             B/Watch Neg
B-3        362244AN5     D              CCC

GSAA Home Equity Trust 2007-4
Series 2007-4
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
A-1        3622EBAA6     B              AAA/Watch Neg
A-2        3622EBAB4     B              AAA/Watch Neg
A-3-B      3622EBAD0     B              AAA/Watch Neg
M-1        3622EBAE8     CCC            AA+/Watch Neg
M-2        3622EBAF5     CCC            AA/Watch Neg
M-3        3622EBAG3     CCC            A/Watch Neg
M-4        3622EBAH1     CCC            BB/Watch Neg
M-5        3622EBAJ7     CCC            B/Watch Neg
M-6        3622EBAK4     CC             CCC

IndyMac INDX Mortgage Loan Trust 2007-AR13
Series 2007-AR13
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
1-A-1      456681AA3     B              AAA/Watch Neg
2-A-1      456681AB1     BB             AAA/Watch Neg
3-A-1      456681AC9     A              AAA
4-A-1      456681AE5     A              AAA
C-M        456681AK1     BB             AAA
B-1        456681AM7     CCC            AA/Watch Neg
B-2        456681AN5     CCC            B/Watch Neg

Morgan Stanley Mortgage Loan Trust 2007-5AX
Series 2007-5AX
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
1-A        61751GAA5     B              AAA/Watch Neg
2-A-1      61751GAB3     BB             AAA/Watch Neg
2-A-2      61751GAC1     BB             AAA/Watch Neg
2-A-3      61751GAD9     BB             AAA/Watch Neg
2-A-4      61751GAE7     B              AAA/Watch Neg
M-1        61751GAF4     CCC            BBB/Watch Neg
M-2        61751GAG2     CCC            B/Watch Neg


Ratings Affirmed

Alternative Loan Trust 2006-OC3
Series 2006-OC3

Class      CUSIP         Rating
-----      -----         ------
1-A-1      021464AA0     AAA

Banc of America Funding 2006-D Trust
Series 2006-D

Class      CUSIP         Rating
-----      -----         ------
1-A-1      058933AA0     AAA
1-A-2      058933AB8     AAA
2-A-1      058933AE2     AAA
2-A-2      058933AF9     AAA
3-A-1      058933AG7     AAA
3-A-2      058933AH5     AAA
4-A-1      058933AJ1     AAA
4-A-2      058933AK8     AAA
4-A-3      058933AL6     AAA
4-A-4      058933AM4     AAA
5-A-1      058933AN2     AAA
5-A-2      058933AP7     AAA
5-A-3      058933AQ5     AAA
5-A-4      058933AR3     AAA
5-A-X      058933AS1     AAA
6-A-1      058933AT9     AAA
6-A-3      058933AV4     AAA
6-B-3      058933BM3     CCC
6-B-4      058933BN1     CCC
6-B-5      058933BP6     CCC
6-B-6      058933BQ4     CCC

Deutsche Alt-A Securities Mortgage Loan Trust, Series 2006-AR3
Series DBALT 2006-AR3

Class      CUSIP         Rating
-----      -----         ------
A-3        25151AAC5     AAA
A-4        25151AAD3     AAA

Deutsche Alt-A Securities Mortgage Loan Trust, Series 2006-AR4
Series 2006-AR4

Class      CUSIP         Rating
-----      -----         ------
A-1        25150PAA7     AAA
A-2        25150PAB5     AAA

GSAA Home Equity Trust 2006-12
Series 2006-12

Class      CUSIP         Rating
-----      -----         ------
A-3-A      362381AC9     AAA
A-2-A      362381AS4     AAA

GSAA Home Equity Trust 2006-16
Series 2006-16

Class      CUSIP         Rating
-----      -----         ------
A-3A       362256AC3     AAA

GSAA Home Equity Trust 2007-4
Series 2007-4

Class      CUSIP         Rating
-----      -----         ------
A-3-A      3622EBAC2     AAA

IndyMac INDX Mortgage Loan Trust 2007-AR13
Series 2007-AR13

Class      CUSIP         Rating
-----      -----         ------
3-A-X      456681AD7     AAA
4-A-X      456681AF2     AAA
B-3        456681AP0     CCC

Morgan Stanley Mortgage Loan Trust 2007-5AX
Series 2007-5AX

Class      CUSIP         Rating
-----      -----         ------
M-3        61751GAH0     CCC
M-4        61751GAJ6     CCC


* S&P: Central Banks Worldwide Help Contain Historic Shift Fallout
------------------------------------------------------------------
As market fright intensifies in the aftermath of Lehman's
bankruptcy and AIG's bailout, central banks worldwide are kicking
into overdrive to help contain the fallout from historic shifts in
the U.S. financial landscape, according to an article published by
Standard & Poor's.
     
The need for confidence in the global financial architecture has
acquired an urgency not seen in several decades, according to the
article, titled "Global Credit Comment: Lights! Camera! Action!
(Premium)."
     
Central banks are racing to combat the collateral damage in a way
that maintains the integrity of the financial system without
yielding to concerns about moral hazard.
     
"Government policy, both monetary and fiscal, will continue to
play a leading role in restoring stability to a system battered by
breathtaking change until the private enterprise regains enough
confidence to take the reins," said Diane Vazza, head of Standard
& Poor's Global Fixed Income Research Group.
     
Not surprisingly, the U.S. Federal Reserve leads the charge.
Monetary reserves were beefed up to compensate for the loss in
liquidity after Lehman's bankruptcy announcement; similar programs
have been enacted in concert by central banks around the world in
a bid to support liquidity.


* S&P Says Canadian Oil & Gas Cos. Seek Strength in Diversity
-------------------------------------------------------------
With prices remaining characteristically volatile, Canadian oil
and gas companies are looking to diversify to mitigate the risks,
says a report published by Standard & Poor's Ratings Services.
     
The report, entitled "Industry Report Card: Canadian Oil And Gas
Companies Seek Strength In Diversity," says that during the past
two years, there has been a growing trend among Canadian oil and
gas companies to mitigate their exposure to pricing volatility by
adopting an integrated approach.
     
"Traditional upstream companies, with an increasing exposure to
crude oil production usually through oil sands development
projects, have been adding a downstream component to their
business mix in an effort to temper their exposure to crude oil
price differentials and capture incremental downstream margins,"
said Standard & Poor's credit analyst Michelle Dathorne.
     
Oil and gas prices were at record highs in first-half 2008.  
Consequently, exploration and production  companies recorded
significant windfall profits.  Although crude oil prices remain
very strong, the West Texas Intermediate) benchmark price has
fallen dramatically, from a high of US$147 to US$91 per barrel at
Sept. 16.  Natural gas prices continue to exhibit their
characteristic exaggerated volatility, having dropped about 40%
from the beginning of July to the start of September.


* S&P Says Corporate Casualties Rising on Poor Global Economy
-------------------------------------------------------------
Corporate casualties continue to rise, owing to a sluggish global
economy and ongoing volatility in the financial markets.  The
total number of defaults through Sept. 9, 2008, is 57, including
12 confidentially rated entities, affecting debt worth
$45.29 billion, according to an article published by Standard &
Poor's.
     
This excludes the downgrade of Lehman Brothers Holdings Inc. to
default following its filing for Chapter 11 bankruptcy protection.
     
"The rise in defaults in 2008 is in sharp contrast with trends in
prior years, when only 22 defaults were recorded in all of 2007
and 30 in 2006," said Diane Vazza, head of Standard & Poor's
Global Fixed Income Research Group.
     
Of the 57 defaults, 52 are domiciled in the U.S., two are from
Canada, and one each is from France, Bermuda, and the U.K.,
according to the report, titled "Global Bond Markets' Weakest
Links And Monthly Default Rates (Premium).  " Of the five entities
that defaulted in August, four are from the U.S. and one is from
Bermuda.

As of Sept. 9, globally weakest links had increased for the
seventh consecutive month to 162, with combined rated debt worth
$352.93 billion.  The current list of 162 weakest links
includes six more issuers than last month's report.
     
"The continued increase in weakest links is not surprising given
the volatility in the credit markets and the unfolding
recessionary conditions in the U.S.," said Ms. Vazza.
     
By sector, media and entertainment, consumer products, and forest
products and building materials were the most vulnerable, with the
highest concentration of weakest links.  In 2008, 25 of the 57
defaults recorded were from these three sectors.


* S&P Trims Ratings on 52 Classes from Four US RMBS Transactions
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 52
classes from four U.S. Alternative-A residential mortgage-backed
securities transactions: Bear Stearns ALT-A Trust 2005-9, Bear
Stearns Asset Backed Securities I Trust 2006-IM1, Lehman XS
Trust 2006-15, and Merrill Lynch Mortgage Investors Trust Series
2006-A2.  S&P removed 19 of the lowered ratings from CreditWatch
with negative implications.  

In addition, S&P affirmed 11 ratings on Bear Stearns ALT-A Trust
2005-9, Lehman XS Trust 2006-15, and Merrill Lynch Mortgage
Investors Trust Series 2006-A2.
     
"The downgrades and affirmations incorporate current and projected
losses based on the dollar amounts of loans currently in the
delinquency, foreclosure, and real estate owned pipelines, as well
as our projection of future defaults," S&P says.  S&P also
incorporated cumulative losses to date into its analysis when
determining rating outcomes.
     
The lowered ratings reflect S&P's belief that the amount of
available credit enhancement for the downgraded classes is not
sufficient to cover losses at the previous rating levels.  The
affirmations reflect sufficient credit enhancement to support the
ratings at their current levels.  Additionally, certain senior
classes benefit from senior support classes that would bear any
applicable losses before they could affect the super-senior
certificates.  Cumulative losses ranged from 0.78% of the original
pool balance for Bear Stearns Alt-A Trust 2005-9 to 3.93% for Bear
Stearns Asset Backed Securities I Trust 2006-IM1.  Bear Stearns
Asset Backed Securities I Trust 2006-IM1 also had the highest
serious delinquency (90-plus days) percentage, at roughly 33%.

The subordination of more-junior classes within each structure
provides credit support for the affected deals.  Additionally,
some of the structures use overcollateralization and excess spread
to absorb losses and accelerate payments to certain
securityholders.  The collateral backing the affected trusts
originally consisted predominantly of Alternative-A, fixed- or
adjustable-rate, first-lien mortgage loans on one- to four-family
residential properties.
     
S&P monitors these transactions over time to incorporate updated
losses and delinquency pipeline performance to determine whether
the applicable credit enhancement features are sufficient to
support the current ratings.  S&P will continue to monitor these
deals and take additional rating actions as appropriate.

Rating Actions

Bear Stearns ALT-A Trust 2005-9
Series 2005-9
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
I-M-1      07386HXQ9     BB             AA/Watch Neg
I-M-2      07386HXR7     B              A/Watch Neg
I-B-1      07386HXS5     CCC            BBB/Watch Neg
I-B-2      07386HXT3     CC             BB-/Watch Neg
I-B-3      07386HXU0     CC             CCC
II-1A-2    07386HYA3     BB             AAA
II-2A-1    07386HYB1     BB             AAA
II-3A-2    07386HYD7     BB             AAA
II-4A-1    07386HYE5     BB             AAA
II-5A-2    07386HYG0     BB             AAA
II-6A-1    07386HYH8     AA             AAA
II-6A-2    07386HYJ4     BB             AAA
II-M-1     07386HYK1     B              AA+/Watch Neg
II-M-2     07386HYL9     CCC            AA/Watch Neg
II-M-3     07386HYM7     CCC            AA/Watch Neg
II-M-4     07386HYN5     CCC            AA-/Watch Neg
II-M-5     07386HYP0     CCC            A+/Watch Neg
II-B-1     07386HYQ8     CC             A/Watch Neg
II-B-2     07386HYR6     CC             A-/Watch Neg
II-B-3     07386HYS4     CC             BBB/Watch Neg
II-B-4     07386HYT2     CC             B/Watch Neg

Bear Stearns Asset Backed Securities I Trust 2006-IM1
Series 2006-IM1
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
A-1        07387UFD8     BB             AAA
A-2        07387UFE6     AA             AAA
A-3        07387UFW6     BB             AAA
A-5        07387UFY2     AA             AAA
A-6        07387UFZ9     BB             AAA/Watch Neg
A-7        07387UGA3     B   &nb