TCR_Public/070813.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, August 13, 2007, Vol. 11, No. 190

                             Headlines

360 GLOBAL: Court OKs Winston & Strawn as Panel's Bankr. Counsel
360 GLOBAL: Court Approves Gordian Group LLC as Investment Banker
ADVANCED MICRO: Fitch Junks Rating on $1.5 Bil. Convertible Notes
AEGIS ASSET-BACKED: Fitch Junks Rating on Class B Certificates
ALERIS INT'L.: Appoints J. Mallak as SVP and Chief Acctg. Officer

AMERIQUEST MORTGAGE: Fitch Junks Rating on Class M-10 Certs.
ARGENT SECURITIES: Fitch Puts Low-B Ratings on Two Cert. Classes
ARMSTRONG AND GUY: Voluntary Chapter 11 Case Summary
AUSTEX PROPERTIES: Voluntary Chapter 11 Case Summary
AVISTA CORP: Fitch Lifts Issuer Default Rating to BB+ from BB

BAUSCH & LOMB: Earns $15 Million in Second Quarter of 2007
BAYOU GROUP: Wants Plan-Filing Period Extended Until October 28
BCE INC: Special Shareholder Meeting Scheduled for September 21
BEAR STEARNS: Fitch Lifts Ratings and Removes Positive Watch
BEAR STEARNS: Fitch Lifts Rating on $2.3 Mil. Class N Certs. to B

BELVEDERE TRUST: Receives Notice of Default from Two Lenders
BNC MORTGAGE: Fitch Takes Rating Actions on Various Cert. Classes
CATUITY INC: Gets Nasdaq Delisting Notice for Low Stock Bid Price
CDC MORTGAGE: Fitch Downgrades Ratings on Six Certificate Classes
CENTRAL GARDEN: Earns $15.5 Million in Third Quarter 2007

CENTRAL VERMONT: Earns $521,000 for Three Months Ended June 30
CHARLES ARNOLD: Case Summary & 12 Largest Unsecured Creditors
CHARLES WILSON: Case Summary & 19 Largest Unsecured Creditors
COMMERCIAL MORTGAGE: Moody's Junks Class K Certificate Rating
CONVERSION SERVICES: Posts $4 Million Net Loss in Second Quarter

CREDIT SUISSE: Fitch Holds Low-B Ratings on Five Loan Classes
DEERFIELD TRIARC: Stockholders OK Merger with Deerfield Companies
DEUTSCHE MORTGAGE: Fitch Affirms Low-B Ratings on Two Classes
DIRECTV GROUP: Earns $448 Million in Second Quarter Ended June 30
DISTRIBUTED ENERGY: Posts $10.3 Mil. Net Loss in Second Quarter

DIXIE GROUP: Board Authorizes $10 Million Stock Repurchase
DOV PHARMA: Posts $2.4 Million Net Loss in Quarter Ended June 30
DRINKS AMERICAS: Bernstein & Pinchuk Raises Going Concern Doubt
EMMIS COMM: Board Approves $50 Million Repurchase of Common Stock
EMISPHERE TECH: June 30 Balance Sheet Upside-Down by $20.1 Million

ENERGY PARTNERS: Implements $50 Million Open Market Share Buy Back
ENERGY PARTNERS: Posts $6.3 Mil. Net Loss in Second Quarter 2007
EXPEDIA INC: Receives 62.2 Million Tenders for Dutch Auction Offer
FANAPA LLC: Case Summary & 20 Largest Unsecured Creditors
FINAL ANALYSIS: Has Until August 28 To File Chapter 11 Plan

FINANCE AMERICA: Fitch Puts Low-B Ratings on Three Cert. Classes
FIRST UNION: Moody's Affirms Low-B Ratings on Five Cert. Classes
FIRST UNION: Fitch Affirms B- Rating on $8.9MM Class M Certs.
FOAMEX INT'L: July 1 Balance Sheet Upside-Down by $257.3 Million
FREEDOM VENTURES: Case Summary & Two Largest Unsecured Creditors

FRIENDLY ICE: Obtains Tenders for 8-3/8% Senior Notes Offering
FUNDACION INC: Case Summary & 15 Largest Unsecured Creditors
G REIT INC: Sells Madrona Buildings Portfolio for $52.5 Million
GALE FORCE: S&P Puts BB Prelim. Rating on $17.9MM Class E Notes
HEALD COLLEGE: Moody's Places Ba1 Corporate Family Rating on Watch

HOLLINGER INC: Court Sets Aug. 28 Chap. 15 Petition Hearing
HOMEBANC CORP: Files Chapter 11 Bankruptcy Protection
HOMEBANC CORP: Case Summary & 72 Largest Unsecured Creditors
HOME DIRECTOR: June 30 Balance Sheet Upside-Down by $3.0 Million
HORNBECK OFFSHORE: Completes $186 Mil. Nabors Industries Buyout

INSIGHT HEALTH: Moody's Withdraws "C" Corporate Family Rating
IPCS INC: Appoints Conrad Hunter as EVP and Chief Oprtg. Officer
JACK IN THE BOX: Earns $34.7 Mil. in Third Quarter Ended July 8
JARDEN CORP: Resolves FTC's Challenge on K2 Inc. Buyout Deal
JARDEN CORP: Completes $1.2 Billion Acquisition of K2 Inc.

JP MORGAN: Stable Performance Cues Fitch to Affirm Ratings
JP MORGAN: S&P Puts Low-B Prelim. Ratings on Six Cert. Classes
K2 INC: Completes $1.2 Bil. Buyout Deal With Jarden Corporation
K2 INC: Jarden Corp. Deal Cues S&P to Withdraw Ratings
KELSON CANADA: S&P Withdraws Ratings at Company's Request

LAGOON ONE: Voluntary Chapter 11 Case Summary
LANDRY'S RESTAURANTS: Completes Amendment & Waiver of Credit Deal
LAURI HYYTI: Voluntary Chapter 11 Case Summary
LE-NATURE'S INC: Giant Eagle Wins Auction With $20 Million Bid
LELIA LOVE: Voluntary Chapter 11 Case Summary

LIMITED BRANDS: Reports $644.5 Million Net Sales in August 2007
MARICOPA COUNTY: Moody's Holds B1 Rating on S. 1999A Revenue Bonds
MEDIFACTS INT'L: Judge Walsh Confirms Amended Chapter 11 Plan
MERITAGE MORTGAGE: Fitch Junks Ratings on Three Cert. Classes
MERRILL LYNCH: Moody's Affirms Low-B Ratings on Five Cert. Classes

MORGAN STANLEY: Moody's Junks Rating on $2.6 Mil. Class M Certs.
MORGAN STANLEY: Fitch Holds B- Rating on $900,000 Class N Certs.
MORGAN STANLEY: Fitch Downgrades Ratings on 19 Cert. Classes
MORGAN STANLEY: Fitch Holds Low-B Ratings on Four Cert. Classes
NUANCE COMMNS: Prices $220 Million Offer of Sr. Conv. Debentures

NUANCE COMMUNICATIONS: Moody's Holds B1 Corporate Family Rating
NYLSTAR INC: Chapter 11 Plan Gets Conditional Court Approval
OCCULOGIX INC: Incurs $2.6 Million Net Loss in Qtr. Ended June 30
OPTION ONE: Fitch Lowers Ratings on Three Certificate Classes
PARK PLACE: Fitch Downgrades Rating on Class M-10 Certs. to B

PIEDMONT HAWTHORNE: Moody's Places Corporate Family Rating at B1
POPULAR INC: Inks Deal to Acquire Citibank NA's Retail Business
QUEBECOR WORLD: Weak Performance Cues S&P's Negative CreditWatch
REABLE THERAPEUTICS: Completes Acquisition Deal with IOMED Inc.
REIT: S&P Places Ratings on 76 Tranches Under Negative Watch

RESTORATION FARMS: Voluntary Chapter 11 Case Summary
SAIL MORTGAGE: Fitch Junks Ratings on Six Certificate Classes
SAIL MORTGAGE: Fitch Junks Ratings on Four Certificate Classes
SALOMON BROTHERS: Moody's affirms Low-B Ratings on Three Classes
SECURITIZED ASSET: Fitch Junks Rating on Class B-3 Certificates

SECURITIZED ASSET: Fitch Cuts Rating on $11.6MM Class B-4 Certs.
SHERIDAN GROUP: Moody's Affirms B2 Corporate Family Rating
SMALL WORLD: Case Summary & 20 Largest Unsecured Creditors
SPECIALTY INT'L: Case Summary & 20 Largest Unsecured Creditors
STANDARD AERO: Moody's Places Corporate Family Rating at B2

STEEL PARTS: Judge Rhodes Confirms Amended Liquidation Plan
STOLLE MACHINERY: $100 Mil. Loan Withdrawal Cues S&P's BB Rating
STRUCTURED ASSET: Fitch Holds BB Rating on $3.9MM Class B2 Certs.
TARGA RESOURCES: Cancels Offer to Purchase 8-1/2% Senior Notes
THORNBURG MORTGAGE: Moody's Lowers Senior Unsecured Debt Rating

TIAA SEASONED: Fitch Assigns Low-B Ratings on Six Cert. Classes
TITANIUM METALS: Earns $76.3 Million in Second Quarter 2007
TRI-COUNTY INDUSTRIES: Voluntary Chapter 11 Case Summary
TERYL RESOURCES: Posts CDN$64,280 Net Loss in Qtr. Ended Feb. 28
UNIVERSAL EXPRESS: To Appeal for Jury Trial on Short Selling Case

URS CORP: Earns $36.8 Million in Quarter Ended June 29
USA INVESTMENT: Court Approves Sale Procedures for Hotel Zoso
VICTORY MEMORIAL: Has Until Nov. 15 to File a Plan
VIOQUEST PHARMA: Posts $2.5 Million Net Loss in Qtr. Ended June 30
WACHOVIA BANK: Moody's Affirms Low-B Ratings on Six Cert. Classes

WALTON TOOL: Voluntary Chapter 11 Case Summary
WINDSOR QUALITY: Weak Quarter Results Cue S&P's Negative Outlook
ZOTS CORP: Voluntary Chapter 11 Case Summary

* A.M. Best Assesses Financial Strengths of 59 Health Orgs.
* Moody's Rates ABCP on Three Programs for Period Ended Aug. 6
* NachmanHaysBrownstein Names Iommazzo as Textile Client President
* Research Shows Five Mortgage REIT's Have High Liquidity Risk
* Washington Supreme Court Rules on Asbestos Claim Notice Dispute

* BOND PRICING: For the Week of August 6 - August 11, 2007

                             *********

360 GLOBAL: Court OKs Winston & Strawn as Panel's Bankr. Counsel
----------------------------------------------------------------
The United States Bankruptcy Court for the District of Nevada
authorized the Official Committee of Unsecured Creditors appointed
in the Chapter 11 cases of 360 Global Company Inc. and 360 Viansa
LLC to retain Winston & Strawn LLP as its lead bankruptcy counsel.

As counsel, Winston & Strawn is expected to:

  a) provide legal advice to the Committee with respect to its
     duties and powers in these cases:

  b) consult with the Committee and the Debtors concerning the
     administration of these Cases;

  c) assist the committee in its investigationof the acts,
     conduct, assets, liabiities, post-petition financing, and
     financial condition of the Debtors, operation of the Debtors'
     businesses, the desirability of continuing or selling such
     businesses and/or assets, and any other matters relevant to
     these Cases or to the formulationof a plan;

  d) assist the Committee in the evaluation of claims against the
     Debtors' estates, including analysis of and possible
     objections to the validity, priority, amount, subordination,
     or avoidance of claims and/or transfers of property in
     consideration of such claims;

  e) assist the committee in participating in the formulation of a
     plan, including the Committee's communications with unsecured
     creditors concerning the plan and the collecting and filing
     with the Court of acceptances or rejections to such a plan;

  f) assist the Committee with any effort to request the
     appointment of a trustee or examiner;

  g) advise and represent the Committee in connection with
     administrative and substantive matters arising in these
     Cases, including the obtaining of credit, the sale of assets,
     and the rejection or assumptionof executory contracts and
     unexpired leases;

  h) appear before the Bankruptcy Court, any other federal court,
     state court or appellate courts; and

  i) perform such other legal services as may be required and
     which are in the interests of the unsecured creditors.

The firm's professionals bill:

     Professionals              Hourly Rates
     -------------              ------------
     Partners                    $404-$845
     Associates                  $200-$590
     Legal Assistants            $135-$285

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

Headquartered in Los Angeles, California, 360 Global Wine
Company and 360 Viansi LLC -- http://www.360wines.com/-- are    
small, diversified marketers of wine and alcoholic beverages.  
The company filed for Chapter 11 protection on March 7, 2007
(Bankr. Nev. Case No. 07-50205).  Brett A. Axelrod, Esq., at
Beckley Singleton, Chartered, represents the Debtors in their
restructuring efforts.  David A. Honig, Esq., at Winston &
Strawn LLP, represent the Official Committee of Unsecured
Creditors.  When the Debtors sought protection from their
creditors, they listed total assets of $43 million and total
debts of $39 million.


360 GLOBAL: Court Approves Gordian Group LLC as Investment Banker
-----------------------------------------------------------------
The United States Bankruptcy Court for the District of Nevada gave
360 Global Wine Company and 360 Viansa LLC to employ Gordian Group
LLC as their investment banker.

The firm will render these services:

  a) transaction advisory services, including:

     -- asset sales or acquisitions;

     -- advice and services regarding any potential restructuring
        of the Debtors' indebtedness or a portion of the Debtors'
        obligations;

     -- raising new or replacement capital for the Debtors and
        preparation of the supporting documentation as required;

     -- any merger, consolidation, reorganization,
        recapitalization, joint venture or other business
        combination or sale of substantially all or a portion of
        the assets or outstanding securities of the Debtors (in
        any of the foregoing cases, a "Financial Transaction").

  b) bankruptcy court testimony as appropriate;

  c) litigation support as appropriate in respect of financially-
     oriented causes of action;

  d) financial advisory services in respect of assisting the
     Debtors in developing and evaluating business plans; and

  e) any other financial-advisory or investment-banking services
     the Debtors and Gordian deem necessary and appropriate and      
     re in accordance with the Engagement Letter

The Debtors tell the Court that the firm will receive, for this
engagement:

   a. monthly payment of $50,000 on each monthly advisory of
      execution of the engagement letter:

   b. financing fee comprised of 2.5% of the total principal
      amount of any debtor-in-possession financing facility
      available to the Debtors; and

   c. transaction fee comprised of 2.5% of any proceeds from
      a financial transaction, including asset sales, exit
      financings, or the enterprise value distributed in a plan
      of reorganization, determined as the effective date of a
      confirmed plan of reorganization.

To the best of the Debtors' knowledge, the firm is a
"disinterested person" as that term is defined under Sec. 101(14)
of the Bankruptcy Code.

Headquartered in Los Angeles, California, 360 Global Wine
Company and 360 Viansi LLC -- http://www.360wines.com/-- are    
small, diversified marketers of wine and alcoholic beverages.  
The company filed for Chapter 11 protection on March 7, 2007
(Bankr. Nev. Case No. 07-50205).  Brett A. Axelrod, Esq., at
Beckley Singleton, Chartered, represents the Debtors in their
restructuring efforts.  David A. Honig, Esq., at Winston &
Strawn LLP, represent the Official Committee of Unsecured
Creditors.  When the Debtors sought protection from their
creditors, they listed total assets of $43 million and total debts
of $39 million.


ADVANCED MICRO: Fitch Junks Rating on $1.5 Bil. Convertible Notes
-----------------------------------------------------------------
Fitch Ratings has assigned a 'CCC+/RR6' rating to Advanced Micro
Devices Inc.'s private placement of $1.5 billion 5.75% convertible
senior notes due 2012.  The 'CCC+/RR6' rating also applies to up
to $225 million of additional notes issued within the next 30 days
to cover over-allotments.  The 'BB-/RR2' rating on AMD's $1.69
billion Term Loan B due 2010 is affirmed and withdrawn, as the
company will use net proceeds from debt issuance, as well as
available cash, to fully repay the term loan.

These ratings are affirmed:

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

The Rating Outlook remains Negative.  Approximately $4.1 billion
of total debt, pro forma for the repayment of the term loan, is
affected by Fitch's actions.

AMD issued $1.5 billion aggregate principal amount of 5.75%
convertible senior notes due 2012 in a private placement to
qualified institutional buyers pursuant to Rule 144A.  AMD also
granted the initial investors a 30-day option to purchase up to
$225 million of additional notes to cover any over-allotments.  
The notes are pari passu with the company's existing senior
unsecured debt and convertible into shares of AMD common stock at
an initial conversion price of approximately $20.13 per share.  
Fitch believes the refinancing moderately improves AMD's financial
flexibility and liquidity, as the company will be permitted to use
proceeds from asset sales for ongoing capital expenditures rather
than to reduce term loan balances, as was required by the
covenants associated with the term loan.  Nonetheless, Fitch also
believes AMD's liquidity, which consisted solely of approximately
$1.6 billion of cash and cash equivalents at June 30, 2007,
remains relatively weak, particularly considering the company's
cash burn rate and need for continued capital investments.  Fitch
notes AMD has reduced 2007 capital spending guidance by
approximately $700 million as of the second quarter ending June
30, 2007, to approximately $1.8 billion to alleviate some pressure
on free cash flow.

Pro forma for the private placement and repayment of the term
loan, total debt was $5.5 billion at June 30, 2007 and consisted
of:

  i)  $893 million Fab 36 Secured Term Loan due 2011;

  ii) $1.5 billion 5.75% convertible senior unsecured notes due
      2012;

  iii) $2.2 billion 6% senior unsecured convertible notes due
      2015;

  iv) $390 million senior unsecured notes due 2012; and

  v) other debt, including capital leases, of approximately
     $556 million.

Ratings concerns center on:

  -- significant product technology risk associated with the MPU
     market, potentially resulting in meaningful share shifts
     between AMD and Intel going forward, as well as continued
     cyclical operating results;

  -- Intel's meaningful manufacturing technology advantage over
     AMD, driven by capital expenditures consistently in excess
     of $5 billion, forcing AMD to aggressively upgrade
     manufacturing facilities; and

  -- AMD's limited financial flexibility due to high debt levels
     coupled with significant spending requirements on capital
     equipment, R&D investments, and marketing initiatives.

The ratings continue to be supported by AMD's:

  -- meaningfully higher share of the MPU market;

  -- expectations for the ability to provide platform products to
     the marketplace and additional revenue growth opportunities
     from the acquisition of ATI Technologies; and

  -- strengthened and expanding relationships with original
     equipment manufacturers, including Dell Inc. (rated
     'A/F1' on Rating Watch Negative by Fitch).

The Recovery Ratings continue to reflect Fitch's belief that AMD
would be reorganized rather than liquidated in a bankruptcy
scenario, given Fitch's estimates that AMD's current
reorganization value of $1.5 billion remains higher than its
projected liquidation value of $1.2 billion.  In estimating
reorganization, Fitch assumes a 5 times multiple and 50% stress to
AMD's EBITDA for the latest 12 months ended June 30, 2007 of
approximately $614 million.  Fitch arrives at an adjusted
reorganization value of $1.3 billion after subtracting
administrative and cooperative claims.  Based upon these
assumptions and pro forma for the reduction of senior secured debt
minimal recovery (0-10%) would be available for the senior
unsecured debt, resulting in 'RR6' ratings.


AEGIS ASSET-BACKED: Fitch Junks Rating on Class B Certificates
--------------------------------------------------------------
Fitch Ratings has taken rating actions on these two Aegis Asset-
Backed Securities:

Series 2003-2
  -- Class M1 affirmed at AA+;
  -- Class M2 downgraded to 'A-' from 'A';
  -- Class B downgraded to 'CCC' from 'BB+'; assigned a
     Distressed Recovery Rating of 'DR2'.

Series 2004-5
  -- Classes IA3 and IIA1 affirmed at 'AAA';
  -- Class M1 affirmed at 'AA';
  -- Class M2 downgraded to 'A-' from 'A';
  -- Class M3 downgraded to 'BBB' from 'A-';
  -- Class B1 downgraded to 'BB+' from 'BBB+';
  -- Class B2 downgraded to 'BB' from 'BBB';
  -- Class B3 downgraded to 'B' from 'BBB-'.

The collateral for the above pools consists of primarily
conventional, first lien, adjustable- and fixed-rate, fully
amortizing and balloon, residential mortgage loans extended to
sub-prime borrowers.  All of the mortgage loans were originated by
Aegis Mortgage Corporation.

The affirmations affect approximately $110.9 million in
outstanding certificates and reflect adequate relationships of
credit enhancement to future loss expectations.  The downgrades
reflect deterioration in the relationship of CE to future loss
expectations and affect approximately $116.8 million of
outstanding certificates.

Series 2003-2 has a pool factor of 11%.  It has experienced
cumulative losses to date of approximately 3.34%.  The
overcollateralization has declined to approximately $2.56 million
(or 6.45%), which is $617,997 below target.  The 60+ delinquency
is currently 30.99%.

Series 2004-5 has a pool factor of 25%.  It has experienced
cumulative losses to date of approximately 1.99%.  The
overcollateralization has declined to approximately $9.1 million
(or 4.36%), which is $3.6 million below target.  The 60+
delinquency is currently 28.63%.

Series 2003-2 is being serviced by Chase Manhattan Mortgage
Corporation (rated 'RPS1' by Fitch Ratings).  Series 2004-5 is
being serviced by Ocwen Federal Bank, FSB (rated 'RPS2' by Fitch
Ratings).


ALERIS INT'L.: Appoints J. Mallak as SVP and Chief Acctg. Officer
-----------------------------------------------------------------
Aleris International Inc. appointed Joseph M. Mallak as senior
vice president for finance, chief accounting officer and
controller.

Bob Holian, who has been serving in this role and has also been
leading the implementation of the Swiss CE structure in Europe,
will continue to work full time on the completion of this major
initiative for the company.

Mr. Mallak has over 20 years of finance and accounting experience
in private and public US and international manufacturing
organizations.  In his most recent role, Mr. Mallak was a Managing
Director for The Reserve Group, a private equity firm based in
Akron, Ohio, where he led the strategic repositioning and
restructuring of several portfolio companies.

Prior to joining The Reserve Group, Mr. Mallak served as vice
president, chief financial officer & treasurer of Stoneridge Inc,
a publicly traded automotive engineered products company.  Prior
to Stoneridge, Mr. Mallak served as vice president and CFO for a
global Textron division.  He began his career with the Ford Motor
Company.

"[Mr. Mallak]'s demonstrated track record in a wide array of
leadership roles in accounting, finance, and mergers and
acquisitions will be a great asset in his new role with Aleris,"
said Mike Friday, executive vice president and chief financial
officer.

                  About Aleris International Inc.
  
Headquartered in Beachwood, Ohio, Aleris International Inc.
(NYSE: ARS) -- http://www.aleris.com/-- manufactures rolled    
aluminum products and offers aluminum recycling and the production
of specification alloys.  The company also manufactures value-
added zinc products that include zinc oxide, zinc dust and zinc
metal.  The company operates 50 production facilities in North
America, Europe, South America and Asia, and has approximately
8,500 employees.

                           *    *    *

Standard & Poor's assigned Aleris International Inc. a B+ senior
secured first-lien term loan rating and gave the company a '2'
recovery rating after the report that the company increased
the term loan by $125 million.  With the add-on, the total amount
of the facility is now $1.23 billion.


AMERIQUEST MORTGAGE: Fitch Junks Rating on Class M-10 Certs.
------------------------------------------------------------
Fitch has taken various rating actions on these Ameriquest
Mortgage Securities Inc. mortgage pass-through certificates:

Series 2002-AR1;

  -- Class M-1 affirmed at 'AA';
  -- Class M-2 affirmed at 'A';
  -- Class M-3 downgraded to 'B' from 'BBB';
  -- Class M-4 downgraded to 'B' from 'BBB-'.

Series 2003-6;

  -- Class M-1 affirmed at 'AAA';
  -- Class M-2 affirmed at 'AA-';
  -- Class M-3 affirmed at 'A+';
  -- Class M-4 affirmed at 'A';
  -- Class M-5 downgraded to 'BBB-' from 'BBB', removed from
     Rating Watch Negative;
  -- Class M-6 downgraded to 'C' from 'B' and assigned a
     distressed recovery rating of 'DR4', removed from
     Rating Watch Negative.

Series 2004-R11;

  -- Class A affirmed at 'AAA';
  -- Class M-1 affirmed at 'AA+';
  -- Class M-2 affirmed at 'AA';
  -- Class M-3 affirmed at 'AA-';
  -- Class M-4 affirmed at 'A+';
  -- Class M-5 affirmed at 'A';
  -- Class M-6 affirmed at 'A-';
  -- Class M-7 affirmed at 'BBB+';
  -- Class M-8 affirmed at 'BBB';
  -- Class M-9 affirmed at 'BBB-';
  -- Class M-10 downgraded to 'CCC' from 'BB+' and assigned a DR
     rating of 'DR1';

The affirmations reflect a stable relationship between credit
enhancement and expected losses, and affect approximately
$603.71 million in outstanding certificates.  The negative rating
actions reflect deterioration in the relationship between CE and
expected losses, and affect approximately $53.44 million in
outstanding certificates.

For series 2002-AR1, the losses have been greater than excess
spread for nine of the past twelve months.  Overcollateralization
has been off its target for the past twelve months.  The current
OC amount is $2.49MM (or 6.96%) and its target is $4.2MM.  
Cumulative losses equal 1.56% and 60+ day delinquencies are
29.58%.

For series 2003-6, the losses have been greater than excess spread
for the past twelve months.  Overcollateralization has been off
its target for eleven of the past twelve months.  The current OC
amount is $2.6MM (or 1.2%) and its target is $8.9MM.  Cumulative
losses equal 1.76% and 60+ day delinquencies are 18.36%.

For series 2004-R11, the losses have been greater than excess
spread for nine of the past twelve months.  Overcollateralization
has been off its target for eleven of the past twelve months.  The
current OC amount is $6.45MM (or 1.55%) and its target is $9MM.  
Cumulative losses equal 0.64% and 60+ day delinquencies are 16.2%.

The collateral in the aforementioned transactions consist of
fixed- and adjustable-rate, closed-end, first lien subprime
mortgage loans.  All the mortgage loans were originated or
acquired, and are serviced, by Ameriquest Mortgage Company (rated
'RPS3+' by Fitch).


ARGENT SECURITIES: Fitch Puts Low-B Ratings on Two Cert. Classes
----------------------------------------------------------------
Fitch has taken various rating actions on these Argent Securities
mortgage pass-through certificates:

Series 2003-W3:

  -- Class A affirmed at 'AAA';
  -- Class M-1 affirmed at 'AA+';
  -- Class M-2 affirmed at 'A';
  -- Class M-3 affirmed at 'A-';
  -- Class M-4 rated 'BBB+'; placed on Rating Watch Negative;
  -- Class M-5 downgraded to 'BB' from 'BBB'.

Series 2003-W8:

  -- Class M-1 affirmed at 'AA';
  -- Class M-2 affirmed at 'A';
  -- Class M-3 affirmed at 'A-';
  -- Class M-4 affirmed at 'BBB+';
  -- Class M-5 rated 'BBB'; placed on Rating Watch Negative.

Series 2003-W10:

  -- Class M-1 affirmed at 'AA';
  -- Class M-2 affirmed at 'A';
  -- Class M-3 affirmed at 'A-';
  -- Class M-4 affirmed at 'BBB+';
  -- Class M-5 downgraded to 'BB' from 'BBB';
  -- Class M-6 downgraded to 'B' from 'BBB-'; placed on Rating
     Watch Negative.

The affirmations reflect a stable relationship between credit
enhancement and expected losses, and affect approximately
$404.23 million in outstanding certificates.  The negative rating
actions reflect deterioration in the relationship between CE and
expected losses, and affect approximately $25.58 million in
outstanding certificates.

For series 2003-W3, the losses have been greater than excess
spread for twelve of the past twelve months.  
Overcollateralization has been off its target for ten of the past
twelve months.  The current OC amount is $9.97MM (or 4.05%) and
its target is $12.56MM.  Cumulative losses equal 1.44% and 60+ day
delinquencies are 12.37%.

For series 2003-W8, the losses have been greater than excess
spread for eleven of the past twelve months.  
Overcollateralization has been off its target for eight of the
past twelve months.  The current OC amount is $4.51MM (or 4.30%)
and its target is $5.35MM.  Cumulative losses equal 1.38% and 60+
day delinquencies are 17.3%.

For series 2003-W10, the losses have been greater than excess
spread for ten of the past twelve months.  Overcollateralization
has been off its target for ten of the past twelve months.  The
current OC amount is $5.64MM (or 5.17%) and its target is $6.54MM.  
Cumulative losses equal 1.43% and 60+ day delinquencies are
17.56%.

The collateral in the aforementioned transactions consists of
fixed- and adjustable-rate, closed-end, first and second lien
subprime mortgage loans.  All of the mortgage loans were
originated or acquired by Argent Mortgage Company LLC and Olympus
Mortgage Company, and are serviced by AMC Mortgage Services, Inc.
(rated 'RPS3+' by Fitch).


ARMSTRONG AND GUY: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Armstrong and Guy Law Offices, LLC
        626 Delaware Avenue
        McComb, MS 39648

Bankruptcy Case No.: 07-02459

Debtor-affiliates filing separate Chapter 11 petitions:

      Entity                             Case No.
      ------                             --------
      Armstrong, Gatlin & Guy, PLLC      07-02460
      Nancy Guy Armstrong                07-02461
      Michael J. Miller                  07-02462

Type of Business: The group of Debtors comprise a law firm.  See
                  http://armstrong-guy-law-offices-llc.nhft.org/

Chapter 11 Petition Date: August 9, 2007

Court: Southern District of Mississippi (Jackson)

Debtors' Counsel: Craig M. Geno, Esq.
                  Harris Jernigan & Geno, PLLC
                  587 Highland Colony Parkway
                  P.O. Box 3380
                  Ridgeland, MS 39157
                  Tel: (601) 427-0048
                  Fax: (601) 427-0050

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

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


AUSTEX PROPERTIES: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Austex Properties, Ltd.
        405 FM 479
        Ingram, TX 78025

Bankruptcy Case No.: 07-52028

Chapter 11 Petition Date: August 7, 2007

Court: Western District of Texas (San Antonio)

Judge: Leif M. Clark

Debtor's Counsel: Clay Roark, Esq.
                  Roark Law Firm, P.C.
                  3901 West Pioneer Parkway
                  Arlington, TX 76013
                  Tel: (817) 795-6660
                  Fax: (817) 459-0003

Estimated Assets: Less than $10,000

Estimated Debts:  $1 Million to $100 Million

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


AVISTA CORP: Fitch Lifts Issuer Default Rating to BB+ from BB
-------------------------------------------------------------
Fitch has upgraded Avista Corporation's ratings as:

AVA
  -- Long-term issuer default to 'BB+' from 'BB';
  -- Senior secured to 'BBB' from 'BBB-';
  -- Senior unsecured to 'BBB-' from 'BB+';
  -- Cumulative preferred stock to 'BB+' from 'BB'.

Avista Capital II
  -- Trust preferred securities to 'BB+' from 'BB'.

AVA Capital Trust III
  -- Trust preferred securities to 'BB+' from 'BB'.

In addition, Fitch has assigned these ratings:

  -- Short-term IDR 'B';
  -- Secured bank facility 'BBB'.

The Rating Outlook is Positive.  Approximately $1.1 billion of
debt and trust preferred securities are affected by the rating
action.

The higher ratings reflect AVA's lower business risk as the result
of the recent divestiture of Avista Energy, its energy marketing
and resource management subsidiary, and continued strategic focus
on its core electric and gas utility business in the Pacific
Northwest.  The ratings also consider regulatory mechanisms in
Washington and Idaho that allow the utility to defer certain power
supply costs for future recovery, reducing commodity cost
exposure.  The ratings and Positive Rating Outlook are predicated
on normal water conditions and regulatory outcomes in pending and
future electric and natural gas general rate case filings
consistent with Fitch's earnings and cash flow assumptions.  Fitch
estimates that AVA's funds from operations (FFO)/interest expense
and debt/FFO ratios will strengthen to 3.5 times and 5.4x in 2008,
respectively, from 2.7x and 6.3x at the end of 2006.  Continued
improvement in AVA's credit metrics consistent with Fitch's
estimates would likely result in a favorable resolution of the
Positive Rating Outlook.

The sale of AE to Coral Energy of Canada (a subsidiary of Shell)
closed in July 2007.  Cash proceeds of $170 million, are expected
to be invested in the core utility business.  The sale of AE
underscores AVA's strategic focus on utility operations.  Fitch
estimates that AVA's electric and natural gas utilities
contributed 95% of consolidated revenue and earnings before
interest, taxes, depreciation and amortization on a pro forma
basis.  This compares to the 84% and 90% of revenue and EBITDA,
respectively, contributed by utility operations in 2006.

AVA filed its GRC with the Washington Utilities and Transportation
Commission in April 2007 requesting a $51 million (15.9%) electric
and $4.5 million (2.3%) natural gas rate increase.  The rate
request is largely to recover investment in plant and equipment
and increased power costs to meet growing demand.  The company in
its filing proposed that rates take effect on or before April 1,
2008.  The filing is based on an 11.3% return on equity and a
common equity ratio of 47.8%.  Based on the most recent schedule,
a final order is expected by
March 1, 2008.  The filing includes a request to initiate a power
cost only rate case to adjust rates to reflect changes in net
power supply and transmission costs between general rate case
proceedings.

The potential negative cash flow impact from a prolonged period of
below normal hydro conditions and high natural gas prices is a
source of concern for fixed income investors.  While the utility's
power supply cost mechanisms in Washington and Idaho pass through
the large majority of such costs to ratepayers, they also require
that AVA absorb a portion of the increased operating costs that
arise when actual power supply costs exceed amounts reflected in
base rates.  Avista Utilities' margins suffer during periods of
below normal hydroelectric output because the utility is forced to
rely on higher cost thermal resources to meet a larger proportion
of its load requirement compared to a normal water year.  Approval
of the PCORC by the WUTC, as requested in AVA's GRC, would better
align actual costs and revenues and would be a positive
development for the company's creditworthiness, in Fitch's view.

AVA is a combination electric and natural gas utility that
provides integrated electric and natural service in parts of
eastern Washington and northern Idaho and natural gas distribution
service in parts of northeast and southwest Oregon.  At the end of
2006, AVA had 345,000 retail electric 304,000 natural gas
distribution customers.


BAUSCH & LOMB: Earns $15 Million in Second Quarter of 2007
----------------------------------------------------------
Bausch & Lomb Inc. filed its Quarterly Report on Form 10-Q with
the Securities and Exchange Commission for the second quarter and
six months ended June 30, 2007.  Net earnings were $15 million in
the second quarter of 2007, compared to a net loss of $15 million
in 2006.  For the first six months of 2007 reported net earnings
were $33.5 million, compared to a net loss of $3.3 million in
2006.  First-half 2006 net earnings were reduced by provisions
associated with the MoistureLoc recall totaling $19.6 million.

Second-quarter consolidated net sales of $649.5 million grew 14%,
compared to $571.5 million reported in the same period in 2006.  
All of the company's geographic operating segments, and four of
its five product categories, reported increased sales.

For the first six months of 2007, net sales totaled $1.2 billion,
compared to $1.1 billion in 2006, a reported growth rate of 10%.  
Prior-year net sales were reduced by $19.1 million in provisions
for customer returns and other sales reductions associated with
the MoistureLoc recall.  Excluding those provisions, year-to-date
2007 net sales increased 8%, or 5% in constant currency, with
growth in each geographic segment and in the Company's contact
lens, pharmaceuticals and cataract/vitreoretinal product
categories.

Major factors contributing to second-quarter 2007 net earnings
include:

   * Gross margin improved to 57.9% of sales, compared to 56.3% in  
     2006, reflecting a shift in the sales mix toward higher
     margin newer products and higher lens care sales than the
     prior year.  Currency had a slightly negative effect on gross
     margins in the second quarter.

   * Selling, administrative and general expenses were
     $280.3 million in 2007, compared to $256.2 million in 2006.  
     The increase reflected:
     
     a) higher legal fees associated with product liability
        lawsuits;
  
     b) higher mark-to-market expense related to deferred
        compensation and stock plans;

     c) professional fees incurred in connection with the proposed
        Warburg Pincus merger; and

     d) higher incentive compensation expense based on operating
        performance improvement compared to 2006.

   * Research and development expense totaled approximately
     $55 million in the 2007 second quarter, compared to
     $50 million in 2006.

   * Net financing expenses were $6.2 million in the second
     quarter of 2007 versus $13.7 in 2006, due to higher mark-to-
     market income on deferred compensation investments, lower
     waiver and consent fees associated with bank and public debt
     issuances, and lower interest expense due to the company's
     retiring debt in the second quarter of 2006.

   * The effective tax rate in the second quarter of 2007 was
     52.3%.

Cash and cash equivalents totaled $547.7 million at the end of the
second quarter of 2007, compared to $499.9 million at the end of
2006.

Cash flows from operating activities totaled $70.7 million.  
Positive earnings (adjusted for non-cash items) were somewhat
offset by payments for taxes and interest, combined with higher
accounts receivable and inventories.

The company used $48.1 for investing activities in the first six
months of 2007, including $29.6 million of capital spending.

Net cash inflows from financing activities totaled $23.3 million,
mainly reflecting cash received from the exercise of stock options
and cash outflows to pay dividends.

Headquartered in Rochester, New York, Bausch & Lomb Inc. (NYSE:
BOL) -- http://www.bausch.com/-- develops, manufactures, and
markets eye health products, including contact lenses, contact
lens care solutions, and ophthalmic surgical and pharmaceutical
products.  The company is organized into three geographic
segments: the Americas; Europe, Middle East, and Africa; and Asia
(including operations in India, Australia, China, Hong Kong,
Japan, Korea, Malaysia, the Philippines, Singapore, Taiwan and
Thailand).  In Latin America, the company has operations in Brazil
and Mexico. "In Europe, the company maintains operations in
Austria, Germany, the Netherlands, Spain, and the United Kingdom.

                          *     *     *

As reported in the Troubled Company Reporter on July 12, 2007,
Standard & Poor's Ratings Services said its 'BB+' corporate
credit and senior secured ratings on Bausch & Lomb Inc. remain
on CreditWatch with negative implications in light of the
July 5, 2007 acquisition bid by Advanced Medical Optics Inc.

As reported in the Troubled Company Reporter on May 18, 2007,
Moody's Investors Service stated that it will continue its review
of Bausch & Lomb Incorporated's ratings for possible downgrade
following the announcement that the company has entered into a
definitive merger agreement with affiliates of Warburg Pincus.

Ratings subject to review for possible downgrade include the
company's Ba1 Corporate Family rating and Ba1 Probability of
Default rating.

In addition, the Warburg Pincus deal prompted Fitch to maintain
its Negative Rating Watch on the company.  Fitch also warned that
the transaction would significantly increase leverage and likely
result in a multiple-notch downgrade, including an Issuer Default
Rating of no higher than 'BB-'.


BAYOU GROUP: Wants Plan-Filing Period Extended Until October 28
---------------------------------------------------------------
Bayou Group LLC and its debtor-affiliates ask permission from the
U.S. Bankruptcy Court for the Southern District of New York to
extend their exclusive periods to:

   a) file a Chapter 11 plan until Oct. 28, 2007;
   b) solicit acceptances of that plan until Dec. 30, 2007.

This is the Debtors' third motion to extend their exclusive period
to file a plan, which will expire on Aug. 28, 2007.

The Debtors tell the Court that on June 13, 2007, they filed their
Joint Chapter 11 Plan of Reorganization under Chapter 11 of the
Bankruptcy Code and accompanying Disclosure Statement.  After
hearings on July 11, 2007 and July 17, 2003, the Debtors withdrew
their motion to approve the Disclosure Statement in light of the
complicated legal issues embodied in the Plan in favor of
litigating 119 adversary proceedings.  The Debtors intend to seek
approval of the Disclosure Statement within the statutory period
of exclusivity.

With respect to the ongoing adversary proceedings, the Debtors'
achievements to date include:

   * reviewing and analyzing preliminary discovery responses of
     defendants in the Adversary Proceedings;

   * filing Amended Complaints in 108 adversary proceedings for
     the benefit of defrauded creditors;

   * defeating motions to dismiss the Amended Complaints filed by
     defendants in 95 of the adversary proceedings;

   * defeating motions for summary judgment filed by defendants in
     24 adversary proceedings;

   * entering into court-approved settlement agreements with
     defendants in 8 adversary proceedings for the benefit of the
     Debtors' estates;

   * negotiating pending settlements with defendants in 39  
     adversary proceedings for the benefit of the Debtors' esates;

   * negotiating a discovery schedule for remaining 72 active
     adversary proceedings that could result in trial or summary       
     judgment motions by the end of 2007.

The Debtors anticipate that, given this substantial progress on
these critical issues over the past 15 months, they will be able
to further develop and refine within the forthcoming two months an
appropriate, feasible, and equitable Plan that addresses the
resolution of the pending adversary proceedings and the
distribution of funds to the Debtors' defrauded investor
creditors.

Based in Chicago, Illinois, Bayou Group, LLC, operates and manages
hedge funds.  The company and its affiliates filed for chapter 11
protection on May 30, 2006 (Bankr. S.D.N.Y. Case No. 06-22306).  
Elise Scherr Frejka, Esq., at Dechert LLP, represents the Debtors
in their restructuring efforts.  Joseph A. Gershman, Esq., and
Robert M. Novick, Esq., at Kasowitz, Benson, Torres & Friedman,
LLP, represents the Official Committee of Unsecured Creditors.  
When the Debtors filed for protection from their creditors, they
estimated assets and debts of more than $100 million.


BCE INC: Special Shareholder Meeting Scheduled for September 21
---------------------------------------------------------------
A special shareholder meeting of BCE Inc. will be held at
9:30 a.m. (E.T.), on Sept. 21, 2007, at the Centre Mont-Royal,
Auditorium Le Grand Salon, 2200 Mansfield Street, in Montreal,
Quebec.  At the special meeting, holders of common and preferred
shares registered at the close of business on Aug. 10, 2007, will
be asked to vote on the privatization of BCE by, among others,
Ontario Teachers' Pension Plan Board and affiliates of Providence
Equity Partners Inc. and Madison Dearborn Partners, LLP.

A notice of special shareholder meeting and management proxy
circular, which provides information about the proposed
transaction and voting procedures, will be mailed to shareholders.

Headquartered in Montreal, Quebec, BCE Inc. (TSX/NYSE: BCE) --
http://www.bce.ca/-- is a communications company, providing    
comprehensive and innovative suite of communication services to
residential and business customers in Canada.  Under the Bell
brand, the company's services include local, long distance and
wireless phone services, high-speed and wireless Internet access,
IP-broadband services, information and communications technology
services (or value-added services) and direct-to-home satellite
and VDSL television services.  Other BCE holdings include Telesat
Canada and an interest in CTVglobemedia.

                          *     *     *

As reported in the Troubled Company Reporter on July 5, 2007,
Fitch Ratings downgraded BCE Inc.'s issuer default rating and
senior unsecured debt rating to BB- from BBB+.


BEAR STEARNS: Fitch Lifts Ratings and Removes Positive Watch
------------------------------------------------------------
Fitch Ratings upgrades and removes from Rating Watch Positive
these classes of Bear Stearns Commercial Mortgage Securities
Inc.'s mortgage pass-through certificates, series 2002-PBW1:

  -- $9.2 million class E to 'AAA' from 'AA+';
  -- $13.8 million class F to 'AAA' from 'AA-';
  -- $13.8 million class G to 'AA' from 'A';
  -- $16.1 million class H to 'A-' from 'BBB+';
  -- $10.4 million class J to 'BBB' from 'BBB-';
  -- $3.5 million class K to 'BBB-' from 'BB+';
  -- $5.8 million class L to 'BB' from 'BB-';
  -- $9.2 million class M to 'B+' from 'B';
  -- $2.3 million class N to 'B' from 'B-'.

In addition, Fitch affirms these classes:

  -- $234.8 million class A-1 'AAA';
  -- $385.9 million class A-2 'AAA';
  -- Interest-only classes X-1 and X-2 'AAA';
  -- $26.5 million class B at 'AAA';
  -- $31.1 million class C at 'AAA';
  -- $8.1 million class D at 'AAA'.

Fitch does not rate the $13.8 million class P.

The rating upgrades reflect the increased credit enhancement
levels due to additional paydown, amortization, and the defeasance
of four loans (10%) since Fitch's last rating action.  As of the
July 2007 distribution date, the pool has paid down 14.9%, to
$784.1 million from $921.2 million at issuance.  To date, 18 loans
(31%) have defeased, including Belz Outlet Center (7%), the
largest loan in the transaction which has an investment grade
credit assessment from Fitch.

By outstanding balance, the pool consists of retail (24.2%),
multifamily (20.4%), office (14.8%), industrial (8.5%), and self
storage (1.2%).  There are currently no delinquent or specially
serviced loans in the pool.

Fitch also reviewed the other two credit assessed loans in pool,
the RREEF Textron Portfolio (5.2%), and the CNL Retail Portfolio
(2.5%).  Both loans maintain investment grade credit assessments
due to stable performance.

The RREEF Textron Portfolio loan is secured by seven properties
located in various states, including four multifamily complexes,
one retail property, one office building, one industrial portfolio
and one industrial park totaling 803 units and 1,408,497 square
feet.  The weighted average portfolio occupancy as of March 2007
was 94.3%, compared to 93.7% at issuance.

The CNL Retail Portfolio loan is secured by five single tenant
retail stores totaling 210,885-sf located in Florida and Virginia.  
The five tenants in the CNL Retail Portfolio are Barnes & Nobles,
Kash n' Karry, Bed Bath & Beyond, Best Buy, and Borders Books.


BEAR STEARNS: Fitch Lifts Rating on $2.3 Mil. Class N Certs. to B
-----------------------------------------------------------------
Fitch Ratings upgraded these classes of Bear Stearns Commercial
Mortgage Securities Inc.'s mortgage pass-through certificates,
series 2002-PBW1:

  -- $9.2 million class E to 'AAA' from 'AA+';
  -- $13.8 million class F to 'AAA' from 'AA-';
  -- $13.8 million class G to 'AA' from 'A';
  -- $16.1 million class H to 'A-' from 'BBB+';
  -- $10.4 million class J to 'BBB' from 'BBB-';
  -- $3.5 million class K to 'BBB-' from 'BB+';
  -- $5.8 million class L to 'BB' from 'BB-';
  -- $9.2 million class M to 'B+' from 'B';
  -- $2.3 million class N to 'B' from 'B-'.

In addition, Fitch affirms these classes:

  -- $234.8 million class A-1 'AAA';
  -- $385.9 million class A-2 'AAA';
  -- Interest-only classes X-1 and X-2 'AAA';
  -- $26.5 million class B at 'AAA';
  -- $31.1 million class C at 'AAA';
  -- $8.1 million class D at 'AAA'.

Fitch does not rate the $13.8 million class P.

The rating upgrades reflect the increased credit enhancement
levels due to additional paydown, amortization, and the defeasance
of four loans (10%) since Fitch's last rating action.  As of the
July 2007 distribution date, the pool has paid down 14.9%, to
$784.1 million from $921.2 million at issuance.  To date, 18 loans
(31%) have defeased, including Belz Outlet Center (7%), the
largest loan in the transaction which has an investment grade
credit assessment from Fitch.

By outstanding balance, the pool consists of retail (24.2%),
multifamily (20.4%), office (14.8%), industrial (8.5%), and self
storage (1.2%).  There are currently no delinquent or specially
serviced loans in the pool.

Fitch also reviewed the other two credit assessed loans in pool,
the RREEF Textron Portfolio (5.2%), and the CNL Retail Portfolio
(2.5%).  Both loans maintain investment grade credit assessments
due to stable performance.

The RREEF Textron Portfolio loan is secured by seven properties
located in various states, including four multifamily complexes,
one retail property, one office building, one industrial portfolio
and one industrial park totaling 803 units and 1,408,497 square
feet.  The weighted average portfolio occupancy as of March 2007
was 94.3%, compared to 93.7% at issuance.

The CNL Retail Portfolio loan is secured by five single tenant
retail stores totaling 210,885-sf located in Florida and Virginia.  
The five tenants in the CNL Retail Portfolio are Barnes & Nobles,
Kash n' Karry, Bed Bath & Beyond, Best Buy, and Borders Books.


BELVEDERE TRUST: Receives Notice of Default from Two Lenders
------------------------------------------------------------
Belvedere Trust Mortgage Corporation, a wholly-owned subsidiary of
Anworth Mortgage Asset Corporation, has received a notice of
default from two of its repurchase agreement lenders.

Belvedere Trust has recently received additional, substantial
margin requests from several of its repurchase agreement lenders,
and will continue to explore all of its alternatives with respect
to its sudden liquidity issues.  It is likely that a substantial
amount of Belvedere Trust's portfolio of MBS may need to be sold
in an effort to satisfy the requests of its lenders.  Given the
substantial uncertainty in the secondary market for securities
similar to those owned by Belvedere Trust, it is likely that any
sale prices for its securities may be significantly below their
estimated fair value as of June 30, 2007.

Anworth's exposure to its Belvedere Trust subsidiary consists of
its initial investment of $100 million, $83 million net of the
Accumulated Other Comprehensive Loss at June 30, 2007, and
intercompany loans that total $42.8 million to date.  At this
time, Anworth does not expect its intercompany loan balance to
increase substantially in the near future.  Anworth is not a
counterparty to Belvedere Trust's repurchase agreement borrowings
and has not provided any guarantee with respect to those
borrowings.

Anworth continues to hold a significant balance of Agency MBS
which are not pledged to counterparties relative to its
outstanding repurchase agreement borrowings.  These unpledged
assets continue to provide a valuable source of liquidity relative
to Anworth's financing secured by its Agency MBS if necessary.

Anworth Mortgage Asset Corporation -- http://www.anworth.com/--
(NYSE:ANH) is a mortgage real estate investment trust which
invests in mortgage assets, including mortgage pass-through
certificates, collateralized mortgage obligations, mortgage loans
and other real estate securities.  Anworth generates income for
distribution to shareholders primarily based on the difference
between the yield on its mortgage assets and the cost of its
borrowings.  Through its wholly-owned subsidiary, Belvedere Trust
Mortgage Corporation, Anworth also invests in high quality jumbo
adjustable-rate mortgages and finances these loans through
securitizations.


BNC MORTGAGE: Fitch Takes Rating Actions on Various Cert. Classes
-----------------------------------------------------------------
Fitch Ratings has taken rating actions on two BNC mortgage pass-
through certificates. Affirmations total $1.29 billion and
downgrades total $96.7 million. Break Loss percentages and Loss
Coverage Ratios for each class are included with the rating
actions as:

BNC Mortgage Loan Trust, Series 2006-1
  -- $553.7 million class A affirmed at 'AAA' (BL: 30.05, LCR:
     2.63);
  -- $37.4 million class M-1 affirmed at 'AA+' (BL: 26.36, LCR:
     2.3);
  -- $27.9 million class M-2 affirmed at 'AA' (BL: 22.75, LCR:
     1.99);
  -- $16.3 million class M-3 affirmed at 'AA-' (BL: 20.49, LCR:
     1.79);
  -- $14.2 million class M-4 affirmed at 'A+' (BL: 18.52, LCR:
     1.62);
  -- $12.9 million class M-5 downgraded to 'A-' from 'A' (BL:
     16.63, LCR: 1.45);
  -- $10.7 million class M-6 downgraded to 'BBB+' from 'A-' (BL:
     15.00, LCR: 1.31);
  -- $9 million class M-7 downgraded to 'BBB-' from 'BBB+' (BL:
     13.48, LCR: 1.18);
  -- $6 million class M-8 downgraded to 'BB+' from 'BBB' (BL:
     12.34, LCR: 1.08);
  -- $8.6 million class M-9 downgraded to 'BB-' from 'BBB-' (BL:
     10.62, LCR: 0.93);
  -- $10.3 million class B downgraded to 'B' from 'BB+' (BL:
     8.98, LCR: 0.79).

Deal Summary
  -- Originators: (100% BNC);
  -- 60+ day Delinquency: 11.50%;
  -- Realized Losses to date: (% of Original balance): 0.21%;
  -- Expected Remaining Losses (% of Current Balance): 11.44%;
  -- Cumulative Expected Losses (% of Original Balance): 9.81%.

BNC Mortgage Loan Trust, Series 2006-2
  -- $527.3 million class A affirmed at 'AAA' (BL: 31.48, LCR:
     2.89);
  -- $36 million class M-1 affirmed at 'AA+' (BL: 27.25, LCR:
     2.51);
  -- $31.2 million class M-2 affirmed at 'AA' (BL: 22.68, LCR:
     2.09);
  -- $13.6 million class M-3 affirmed at 'AA-' (BL: 20.63, LCR:
     1.90);
  -- $12.4 million class M-4 affirmed at 'A+' (BL: 18.70, LCR:
     1.72);
  -- $12.4 million class M-5 affirmed at 'A' (BL: 16.75, LCR:
     1.54);
  -- $8 million class M-6 affirmed at 'A-' (BL: 15.44, LCR:
     1.42);
  -- $8.4 million class M-7 downgraded to 'BBB' from 'BBB+' (BL:
     13.95, LCR: 1.28);
  -- $6.4 million class M-8 downgraded to 'BBB-' from 'BBB+' (BL:
     12.67, LCR: 1.17);
  -- $8 million class M-9 downgraded to 'BB' from 'BBB' (BL:
     10.93, LCR: 1.01);
  -- $9.6 million class B-1 downgraded to 'B+' from 'BB+' (BL:
     9.00, LCR: 0.83);
  -- $6.8 million class B-2 downgraded to 'CCC' from 'BB' (BL:
     7.85, LCR: 0.72).

Deal Summary
  -- Originators: (100% BNC);
  -- 60+ day Delinquency: 9.90%;
  -- Realized Losses to date: (% of Original balance): 0.13%;
  -- Expected Remaining Losses (% of Current Balance): 10.87%;
  -- Cumulative Expected Losses (% of Original Balance): 9.51%.


CATUITY INC: Gets Nasdaq Delisting Notice for Low Stock Bid Price
-----------------------------------------------------------------
Catuity Inc. received on Aug. 2, 2007, a letter from The Nasdaq
Stock Market indicating that the bid price of its common stock for
the last 30 consecutive business days had closed below the minimum
$1.00 per share required for continued listing under Nasdaq
Marketplace Rule 4310(c)(4).

Pursuant to Nasdaq Marketplace Rule 4310(c)(8)(D), the company has
been provided an initial period of 180 calendar days, or until
Jan. 29, 2008, to regain compliance.

The letter states the Nasdaq staff will provide written
notification that the Company has achieved compliance with Rule
4310(c)(4) if at any time before Jan. 29, 2008, the bid price of
the Company's common stock closes at $1.00 per share or more for a
minimum of 10 consecutive business days, although the letter also
states that the Nasdaq staff has the discretion to require
compliance for a period in excess of 10 consecutive business days,
but generally no more than 20 consecutive business days, under
certain circumstances.

If the company cannot demonstrate compliance with Rule 4310(c)(4)
by Jan. 29, 2008, the Nasdaq staff will determine whether the
company meets The Nasdaq Capital Market initial listing criteria
set forth in Nasdaq Marketplace Rule 4310(c), except for the bid
price requirement.

If the company meets the initial listing criteria, the Nasdaq
staff will notify the company that it has been granted an
additional 180 calendar day compliance period.  If the company is
not eligible for an additional compliance period, the Nasdaq staff
will provide written notice that the company's securities will be
delisted.  At that time, the company may appeal the Nasdaq staff's
determination to delist its securities to a Listing Qualifications
Panel.

                       Going Concern Doubt

BDO Seidman LLP, in Troy, Michigan, expressed substantial doubt
about Catuity Inc.'s ability to continue as a going concern after
auditing the company's consolidated financial statements as of the
years ended Dec. 31, 2006, and 2005.  The auditing firm pointed to
the company's recurring losses from operations and substantial
accumulated deficit.

                       About Catuity Inc.

Catuity Inc. (NasdaqCM: CTTY) -- http://www.catuity.com/-- is a    
loyalty and gift card processor targeting the needs of chain
retailers and their partners.  The company offers member-based
loyalty programs at the point-of-sale and gift card programs
utilizing a hosted, application service provider based system that
enables the processing of member-based loyalty programs that can
deliver customized discounts, promotions, rewards and points-based
programs.  The system also enables robust and highly customizable
gift card programs that work on a retailer's payment terminals and
electronic cash registers via their internal store networks.  
These programs are designed to help retailers improve customer
retention, add new customers and increase the average amount spent
by customers.


CDC MORTGAGE: Fitch Downgrades Ratings on Six Certificate Classes
-----------------------------------------------------------------
Fitch has taken rating actions on these mortgage pass-through
certificates:

CDC Mortgage Capital Trust, series 2002-HE1
  -- Class A affirmed at 'AAA';
  -- Class M downgraded to 'A-' from 'A';
  -- Class B downgraded to 'CC' from 'B+'; assigned Distressed
     Recovery rating of 'DR3'.

CDC Mortgage Capital Trust, series 2003-HE2
  -- Class M1 affirmed at 'AA';
  -- Class M2 affirmed at 'A';
  -- Class M3 downgraded to 'BB+' from 'A-';
  -- Class B1 downgraded to 'B' from 'BBB';
  -- Class B2 downgraded to 'CC' from 'BB'; assigned DR rating of
     'DR3';
  -- Class B3 downgraded to 'C' from 'B+'; assigned DR rating of
     'DR5'.

The affirmations reflect satisfactory relationship between credit
enhancement and future loss expectations and affect approximately
$76.8 million of outstanding certificates, as of the July 2007
distribution date.  The negative rating actions, affecting
approximately $32.8 million of outstanding certificates, reflect
the deterioration of CE relative to expected future losses.

The underlying collateral for the transactions listed above
consists of fixed- and adjustable-rate mortgage loans secured by
first or second liens on one- to four-family residential
properties extended to subprime borrowers.  The servicer for the
loans in these transactions is Ocwen Loan Servicing, LLC which is
currently rated 'RPS2' by Fitch for subprime transactions.

As of the July 2007 distribution, the overcollateralization for
the 2002-HE1 transaction was $479,174 versus a target of
$2,538,071.  The Class B bond ($6,027,406 outstanding) has 0.97%
of CE remaining versus an initial CE of 1.50%, in the form of OC.

The OC for the 2003-HE2 transaction was $1,625,602 versus a target
of $3,428,136.  The Class B-3 bond ($1,192,886 outstanding) has
2.60% of CE remaining versus an initial CE of 1.55%, in the form
of OC.

The pools are seasoned 63 months and 50 months, respectively.  The
pool factors are 10% and 9%, respectively.  The 60+ delinquencies
are 35.25% and 31.19% of respective current collateral balances.  
The cumulative losses are 2.96% and 1.46% of respective original
collateral balances.

All of the mortgage loans were purchased by Morgan Stanley ABS
Capital I Inc., the depositor, from CDC Mortgage Capital Inc., who
previously acquired the mortgage loans from various other
corporations.


CENTRAL GARDEN: Earns $15.5 Million in Third Quarter 2007
---------------------------------------------------------
Central Garden & Pet Company reported net income of $15.5 million
for the third quarter ended June 30, 2007, compared to net income
of $30.7 million in the year ago period.

The company also reported net sales of $467 million for the
quarter, a decrease of 8% from $507 million in the comparable
fiscal 2006 period.

Income from operations for the quarter was $37.2 million, versus
$59.9 million in the year ago period.  

Operating results for the third quarter of fiscal 2006 included a
pre-tax net gain of $9 million comprised of a $9.9 million gain
from the Axelrod litigation settlement less expenses of about
$900,000 associated with accelerated brand building and other
strategic opportunities.

For the nine months ending June 30, 2007 of fiscal 2007, the
company reported net sales of $1.3 billion, an increase of about
6% from $1.2 billion in the comparable 2006 period.

Income from operations for the period was $89.3 million versus
$115.4 million in the comparable period.

                    Nine Month-Period Results

Net income for the nine month period was $34 million, compared to
$59.5 million in the year ago period.

Branded product sales increased 9% while sales of other
manufacturers' products declined 7%.  Depreciation and
amortization for the nine month period was $21.9 million compared
to $18.6 million in the year ago period.

Branded product sales decreased 7%.  Sales of other manufacturers'
products decreased 13%.  Depreciation and amortization for the
quarter was $7.6 million compared to $7.5 million in the year ago
period.

The company reported total assets of $1.5 billion, total
liabilities of $806.5 million, and total stockholders' equity of
$727.4 million as of June 30, 2007.

Full-text copies of the company's financials are available for
free at http://researcharchives.com/t/s?2259

"2007 has been a challenging year for the company, and the results
we announced reflect the lowered expectations we discussed in
early June," said Glenn Novotny, president and chief executive
officer of Central Garden & Pet.  "As we noted then, an
extraordinary rise in grain prices and unfavorable weather
conditions across the United States created a 'perfect storm'."

"This year's performance notwithstanding, we have a good business.  
We are fundamentally optimistic about a rebound in 2008 given the
steps we are taking during this challenging time to reduce costs
and adjust buying and pricing strategies.  These and other
initiatives are designed to enable us to react more quickly to
dynamics in the marketplace.  Our objective is to be more agile
and better positioned for improved and more consistent performance
for our shareholders in fiscal 2008 and beyond," Mr. Novotny
continued.

                      About Central Garden

Headquartered in Walnut Creek, California, Central Garden & Pet
Company (NASDAQ: CENT) -- http://www.central.com/-- markets and  
produces branded products for the lawn & garden and pet supplies
markets.  Products are sold to specialty independent and mass
retailers.  The company also provides a host of other regional and
application-specific garden and pet brands and supplies.  The
company has approximately 5,000 employees, primarily in North
America and Europe.  The company has a presence in the United
Kingdom.  Sales were $1.7 billion for the 12 months ended March
31, 2007.

                         *     *     *

As reported in Troubled Company Reporter on June 13, 2007,
Moody's Investors Service placed the ratings of Central Garden &
Pet Company under review for possible downgrade.

The review was prompted by the company's announcement that
operating performance will be weaker than anticipated, reflecting
unfavorable weather conditions in the Southeastern U.S. that have
affected the lawn and garden business.


CENTRAL VERMONT: Earns $521,000 for Three Months Ended June 30
--------------------------------------------------------------
Central Vermont Public Service reported a net income of $521,000
for the three months ended June 30, 2007, as compared to $995,000
for the same period last year.  For the six months ended June 30,
2007, net income was $6.2 million as compared to $5 million for
the same period last year.

Total operating revenues for the three months ended June 30, 2007,
was $77.4 million as compared to $79 million for the same period
last year.  For the six months ended June 30, 2007, total
operating revenues was $164 million as compared to $161 million
for the same period last year.

The company reported total assets of $1.5 billion, total
liabilities of $806.5 million, and total stockholders' equity of
$727.4 million as of June 30, 2007.

Full-text copies of the company's financials are available for
free at http://researcharchives.com/t/s?225a

"Financial performance in the second quarter was significantly
affected by the most devastating, costly storm in the company's
history.  However, CV rebounded quickly, restoring power within
five days to everyone affected which included nearly 40% of our
customers," said CV president and chief executive officer Bob
Young.  "Our fast recovery demonstrates the company's resiliency
and is a testament to our commitment to provide exceptional
customer service.

"Throughout the remainder of the year, we will reinforce this
commitment by continuing our planned capital improvements.  We are
also seeking a small, 4.46% rate increase aimed at ensuring
reliable customer service and the opportunity to earn a reasonable
return."

                       2006 Stock Buyback

CV purchased 2.2 million shares of its common stock for $22.50 per
share using cash proceeds from the Dec. 20, 2005, sale of
Catamount.  The stock buyback decreased common shares outstanding
by about 18%, resulting in a favorable impact of 1 cent per
diluted common share in the second quarter and 8 cents in the
first six months of 2007 when compared to the results for the same
periods in 2006.

                     2007 Financial Guidance

Given the results of the first half of the year, including the
impact of the April 2007 storm, and our expectations of continued
low wholesale market prices, CV is lowering its 2007 earnings
guidance from a range of $1.60 to $1.70 per share to a range of
$1.35 to $1.45 per share.  As part of CV's 2006 rate agreement
approved by the Vermont Public Service Board, the company's
allowed rate of return on its Vermont utility operations is capped
at 10.75% for 2007, which equates to about $1.70 per diluted
share.

                      About Central Vermont

Central Vermont Public Service Corp. (NYSE: CV) --
http://www.cvps.com/-- is Vermont's largest electric utility,   
serving more than 155,000 customers statewide.  Central Vermont's
non-regulated subsidiary, Catamount Resources Corporation, sells
and rents electric water heaters through a subsidiary, SmartEnergy
Water Heating Services.

                         *     *     *

As of May 25, 2007, the company holds Moody's Ba2 preferred stock
rating.  

Standard & Poor's also rates the company's long-term foreign and
local issuer credits at BB+.


CHARLES ARNOLD: Case Summary & 12 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Charles Allen Arnold
        ods Quantic Research Systems, Inc.
        ods C.A. Arnold & Associates, Inc.
        mem North Clear Creek, L.L.C.
        mem Soil Enhancement Technologies, LLC
        mem Pulsewave, L.L.C.
        2454 South Ellis Street
        Lakewood, CO 80228-4848

Bankruptcy Case No.: 07-18751

Chapter 11 Petition Date: August 9, 2007

Court: District of Colorado (Denver)

Judge: Sidney B. Brooks

Debtor's Counsel: Jeffrey Weinman, Esq.
                  730 17th Street, Suite 240
                  Denver, CO 80202
                  Tel: (303) 572-1010

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's 12 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Solon, Patrick                                           $120,000
Niro Scavone Haller Niro
1814 West Madison Street,
Suite 4600
Chicago, IL 60602-4635

Isaac, John                                              $100,000
7114 West Jefferson Avenue,
Suite 100
Lakewood, CO 80235-2309

Parfet, William                                           $27,500
1300 8th Street
Golden, CO 80235-2309

Bank of America                                           $24,000

Citi Premier Pass                                         $16,000

Schlie, John                                              $15,000

Wells Fargo Bank                                           $7,500

American Express                                           $1,500

Arlan Ambrose, Esq.                                          $780

Kemper Auto Insurance                                        $647

Wetmore, William F.                                            $0

Yates, James                                                   $0


CHARLES WILSON: Case Summary & 19 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Charles Walter Wilson, Sr.
        214 Jones Road
        Taylors, SC 29687

Bankruptcy Case No.: 07-04294

Chapter 11 Petition Date: August 9, 2007

Court: District of South Carolina (Spartanburg)

Debtor's Counsel: Robert H. Cooper, Esq.
                  3523 Pelham Road, Suite B
                  Greenville, SC 29615
                  Tel: (864) 271-9911

Estimated Assets:    $100,000 to $1 Million

Estimated Debts: $1 Million to $100 Million

Debtor's 19 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
First Franklin Loan Services   rental property           $148,500
P.O. Box 660598
Dallas, TX 75266-0598

S.D.I. Funding                 properties                $144,800
123 West Antrim Drive
Greenville, SC 29607
                               
Chase Home Finance             rental property           $113,062
P.O. Box 9001871
Louisville, KY 40290-1871

Lasalle National Bankruptcy    rental property           $110,031

Freemont Investment & Loan     rental property            $91,200

U.S. Bank, N.A.                rental property            $87,394

Washington Mutual Home Loans   rental property            $82,842

Wilshire Credit Corp.          rental property            $82,512

H.S.B.C. Bank, U.S.A.          rental property            $76,952

Palmetto Surety Corp.          rental property;           $50,000
                               value of senior
                               lien: $85,352

Mortgage Electronic            rental property;            $36,630
Registration                   value of senior
                               lien: $110,031

G.M.A.C. Mortgage              rental property;            $22,276
                               value of senior
                               lien: $91,200

H.F.C.                         credit line                 $20,503

Wachovia Bank                  vehicle                     $20,000

Burnett Laiewski               rental property;             $8,400
                               value of senior
                               lien: $76,952

Bellsouth-South Carolina       yellow pages                 $6,687

Capital One                    unsecured credit             $3,647
                               card

Lenmark                        vehicle                      $3,500

Lowes                          unsecured credit             $3,375
                               card


COMMERCIAL MORTGAGE: Moody's Junks Class K Certificate Rating
-------------------------------------------------------------
Moody's Investors Service upgraded the rating of one class and
affirmed the ratings of 12 classes of Commercial Mortgage Asset
Trust, Commercial Mortgage Pass-Through Certificates, Series 1999-
C1 as:

   - Class A-3, $776,759,999, affirmed at Aaa
   - Class A-4, $448,115,000, affirmed at Aaa
   - Class X, Notional, affirmed at Aaa
   - Class B, $106,875,000, affirmed at Aaa
   - Class C, $130,624,000, affirmed at Aaa
   - Class D, $136,562,000, affirmed at Aa1
   - Class E, $35,625,000, affirmed at A1
   - Class F, $53,437,000, upgraded to Baa1 from Baa2
   - Class G, $59,375,000, affirmed at Ba2
   - Class H, $23,750,000, affirmed at Ba3
   - Class J, $29,687,000, affirmed at B2
   - Class K, $41,562,000, affirmed at Caa2
   - Class L, $17,813,000, affirmed at Ca

As of the July 17, 2007 distribution date, the transaction's
aggregate certificate balance has decreased by about 21.5% to
$1.86 billion from $2.37 billion at securitization.  The
certificates are collateralized by 217 mortgage loans ranging in
size from less than 1% to 6.9% of the pool, with the top 10 loans
representing 39% of the pool.  The pool includes two shadow rated
loans, representing 8.5% of the pool, and a credit tenant lease
component, which represents 5.4% of the pool.  Sixty-two loans,
representing 27.7% of the pool, have defeased and are
collateralized by U.S. government securities.

Sixteen loans have been liquidated from the trust, resulting in
aggregate realized losses of about $37.9 million.  One loan,
representing less than 1% of the pool, is in special servicing.
Moody's is estimating a $700,000 loss from this specially serviced
loan.  Forty-seven loans, representing 21.5% of the pool, are on
the master servicer's watchlist.

Moody's was provided with year-end 2006 operating results for
85.5% of the pool, excluding the defeased loans and the CTL
component.  Moody's loan to value ratio for the conduit component
is 79.4%, essentially the same as at Moody's last full review in
July 2006 and compared to 86.9% at securitization.  Moody's is
upgrading Class F due to defeasance and stable overall pool
performance.

The largest shadow rated loan is the Prime Retail III Portfolio
Loan ($90.1 million - 4.8%), which consists of four cross-
collateralized and cross-defaulted loans secured by outlet centers
located in California, Maine, Indiana and New York.  The portfolio
was 97% occupied as of March 2007, compared to 99.3% at last
review.  Moody's current shadow rating is A1, the same as at last
review.

The second shadow rated loan is the Atlanta Marriott Loan
($69.6 million - 3.6%), which is secured by a 1,671-room full
service hotel located in Atlanta, Georgia.  Although property
performance has declined since securitization, the loan has
benefited from amortization.  The loan amortizes on a 25-year
schedule and has amortized by about 16.3% since securitization.
The loan is on the master servicer's watchlist due to a decline in
debt service coverage since securitization.  Moody's current
shadow rating is Ba1, the same as at last review.

The top three conduit loans represent 13.8% of the outstanding
pool balance.  The largest conduit loan is the Source Loan
($124 million - 6.6%) which is secured by a 522,000 square foot
power center located in Westbury (Nassau County), New York.  The
property is anchored by Fortunoff and major tenants include H&M,
Circuit City, Nordstrom Rack, Off 5th-Saks Fifth Avenue Outlet and
Old Navy.  The property was 95.7% occupied as of March 2007,
compared to 93.3% at last review.  Moody's LTV is 89.4%,
essentially the same as at last review.

The second largest conduit loan is the Springfield Mall Loan
($83.2 million - 4.5%), which is secured by the borrower's
interest in a 1.4 million square foot regional mall located in
Springfield (Fairfax County), Virginia.  The property is anchored
by J.C. Penney, Macy's and Target.  The in-line stores were 86.4%
occupied as of year- end 2006, compared to 97.9% at last review.
The loan is on the master servicer's watchlist due to low debt
service coverage.  Moody's LTV is 99.6%, compared to 95.4% at last
review.

The third largest conduit loan is the Laurel Mall Loan
($49.2 million - 2.6%), which is secured by the borrower's
interest in a 505,000 square foot regional mall located in
Livonia, Michigan.  The mall is anchored by Von Maur and Parisian.
The in-line space was 96.2% occupied as of December 2006, compared
to 96% at last review.  Moody's LTV is 70%, compared to 80.1% at
last review.

The CTL component includes 15 loans secured by properties under
bondable leases to six credits.  Only one credit has a long term
Moody's rating (Interface Inc., guarantor of Bentley Mills
Distribution Facility lease -- 11.6% of the CTL component; Moody's
senior unsecured rating B1 - stable outlook).


CONVERSION SERVICES: Posts $4 Million Net Loss in Second Quarter
----------------------------------------------------------------
Conversion Services Inc. reported a net loss of $4.0 million on
revenue of $5.4 million for the second quarter ended June 30,
2007, compared with a net loss of $1.5 million on revenue of
$6.6 million for the comparable period in 2006.

The company's revenues are primarily comprised of billings to
clients for consulting hours worked on client projects.  Strategic
consulting revenues of $2.4 million for the three months ended
June 30, 2007, decreased by $600,000, or 19.2%, as compared to
strategic consulting revenues of $3.0 million for the three months
ended June 30, 2006.  

Business intelligence/data warehousing revenues of $2.3 million
for the three months ended June 30, 2007, decreased by $600,000,
or 22.0%, as compared to business intelligence/data warehousing
revenues of $2.9 million for the three months ended June 30, 2006.

Data management revenues were $500,000 for the three months ended
June 30, 2007, decreasing $100,000, or 22.3%, as compared to
$600,000 for the three months ended June 30, 2006.

Loss from operations increased to $1.4 million during the three-
months ended June 30, 2007, compared to loss from operations of
$1.2 million for the same period a year ago.  The increase in loss
from operations is mainly a result of a decrease in revenues and  
the recognition of a goodwill impairment of $557,055 during the
quarter ended June 30, 2007, partly offset by a decrease in
selling and marketing expenses and a decrease in general and
administrative expenses.  

The increase in net loss primarily reflects the increase in loss
from operations and an increase in interest expense.  Interest
expense increased to $2.6 million compared to $1.0 million during
the 2006 quarter.  In addition the company recorded a gain on
financial instruments of $739,696 in the 2006 quarter that did not
repeat in 2007.  

The $1.6 million increase in interest expense for the three months
ended June 30, 2007, as compared to the prior year is primarily
due to $100,000 of interest expense related to the notes executed
in March, April and June 2007, and $2.3 million of charges for
accretion of warrants and beneficial conversion features related
to convertible notes.  These new interest expense charges were
partially offset by a $100,000 reduction in Laurus interest
expense due to the repayment of the overadvance in March 2007 and
$800,000 of reduced amortization of beneficial conversion features
related to outstanding convertible notes and reduced warrant
accretion.

At June 30, 2007, the company's consolidated financial statements
showed $11.7 million in total assets, $9.0 million in total
liabilities, $538,333 in series A convertible preferred stock, and
$2.2 million in total stockholders' equity.

The company's consolidated balance sheet at June 30, 2007, also
showed strained liquidity with $3.4 million in total current
assets available to pay $6.8 million  in total current
liabilities.

Full-text copies of the company's consolidated financial
statements for the quarter ended June 30, 2007, are available for
free at http://researcharchives.com/t/s?2248

                       Going Concern Doubt

Friedman LLP, in East Hanover, N. J., expressed substantial doubt
about Conversion Services International Inc.'s ability to continue
as a going concern after auditing the company's consolidated
financial statements as of Dec. 31, 2006, and 2005.  The auditing
firm pointed to the company's recurring losses, negative cash
flows from operations, net working capital deficiency and its
ability to pay its outstanding debt.

                     About Conversion Services

Conversion Services International Inc. (AMEX: CVN) --
http://www.csiwhq.com/  -- provides professional services  
focusing on strategic consulting, data warehousing, business
intelligence, business process reengineering, as well as
integration and information technology management solutions.


CREDIT SUISSE: Fitch Holds Low-B Ratings on Five Loan Classes
-------------------------------------------------------------
Fitch Ratings has affirmed Credit Suisse First Boston Mortgage
Securities Corp. commercial mortgage pass-through series 2004-C2
as:

  -- $162.2 million class A-1 at 'AAA';
  -- $236.2 million class A-1-A at 'AAA';
  -- $392.8 million class A-2 at 'AAA';
  -- Interest-only classes A-X and A-SP at 'AAA';
  -- $26.6 million class B at 'AA';
  -- $10.9 million class C at 'AA-';
  -- $20.5 million class D at 'A';
  -- $9.7 million class E at 'A-';
  -- $9.7 million class F at 'BBB+';
  -- $9.7 million class G at 'BBB';
  -- $10.9 million class H at 'BBB-';
  -- $6.0 million class J at 'BB+';
  -- $3.6 million class K at 'BB';
  -- $3.6 million class L at 'BB-';
  -- $2.4 million class N at 'B';
  -- $1.2 million class O at 'B-'.

Fitch does not rate the $6 million class M and the $12.1 million
class P.

The rating affirmations reflect stable pool performance and
minimal reduction of the collateral balance since issuance.  As of
the July 2007 distribution date, the pool has paid down 4.4%, to
$924.1 million from $966.8 million at issuance.  There are no
delinquent or specially serviced loans.

Four loans maintain investment-grade credit assessments due to
stable performance: Beverly Center (9%), 230 Park Avenue (8.4%),
Valley Hills Mall (6.4%), and Energy Center (5.6%).

The Beverly Center loan is secured by a 427,508 square foot
regional mall in Los Angeles, CA.  The whole loan consists of
seven pari passu notes, a B-note and a C-note, of which the A-2
and A-3 notes are included in this transaction.  As of year-end
2006, the property was 95% occupied, compared to 98% at YE 2005.

The 230 Park Avenue loan is secured by a 341,125 sf office
building in Manhattan, NY.  As of YE 2006, occupancy remained at
100%.

The Valley Hills Mall loan is secured by a 293,670 sf regional
mall in Hickory, NC.  As of YE 2006, occupancy increased to 98%
compared to 93% as of YE 2005.

The Energy Centre loan is secured by a 762,131 sf office building
in New Orleans, LA.  As of March 1, 2007, occupancy was 96%
compared to 95% as of YE 2005.


DEERFIELD TRIARC: Stockholders OK Merger with Deerfield Companies
-----------------------------------------------------------------
Deerfield Triarc Capital Corp.'s stockholders approved DFR's
issuance of 9,635,192 shares of DFR's common stock to the members
of Deerfield & Company LLC, as part of the consideration for the
merger of DFR's wholly owned subsidiary, DFR Merger Company LLC
with and into Deerfield.  The aggregate consideration in
connection with Merger consists of $145 million in cash and the
9,635,192 shares of DFR common stock.  

This amount was determined after negotiations between, on the one
hand, a special committee of DFR's board, composed solely of DFR's
independent directors, and on the other hand Deerfield and Triarc
Companies Inc., as the sellers' representative.

Upon completion of the Merger, Deerfield will become an indirect,
wholly owned subsidiary of DFR.
    
Deerfield owns 100% of Deerfield Capital Management LLC, a
registered investment adviser that has been DFR's external manager
since DFR's inception and that manages approximately $14 billion
of institutional client assets, primarily in fixed income. Upon
completion of the Merger, DFR will convert from its current
external management structure into an internally managed
structure.
   
DFR believes the Merger will provide it with an opportunity to
acquire an alternative asset manager that will both significantly
diversify DFR's existing business and sources of income and
convert DFR to an internally managed structure, resulting in DFR
becoming a more diversified financial services company that
generates both non-capital intensive fee-based revenue from DCM's
alternative asset platform, as well as risk-adjusted spread income
from DFR's investment portfolio.
    
The completion of the Merger by each of DFR and Deerfield is
subject to the satisfaction or waiver by each of them of various
closing conditions set forth in the Merger agreement.  DFR expects
the Merger to be completed several business days after this
statement.
    
In addition to approving the issuance of the 9,635,192 DFR shares
in connection with the Merger, DFR's stockholders also approved at
the annual stockholders meeting three other proposals on which
stockholders were asked to vote.  These consisted of:

   a) the re-election of directors Robert B. Machinist and
      Jonathan W. Trutter for additional three-year terms or until
      their successors have been duly elected and qualified;

   b) the amendment and restatement of DFR's Stock Incentive Plan
      to increase the shares of common stock reserved for issuance
      under the plan from 2,692,313 to 6,136,725; and

   c) the ratification of the appointment of Deloitte & Touche LLP
      as DFR's independent auditors for the fiscal year ended
      Dec. 31, 2007.
        
The targeted asset classes and the principal investments DFR
expects to make are:

   a) Asset Class: Real Estate-Related Securities   
      Principal Investments: Residential mortgage-backed   
      securities, or RMBS Commercial mortgage-backed securities,
      or CMBS

   b) Asset Class: Other Asset-backed Securities, or ABS  
      Principal Investments: Collateralized debt obligations, or
      CDOs Consumer ABS

   c) Asset Class: Loans and Related Derivatives
      Principal Investments: Senior Secured and Unsecured Loans,
      Credit Default Swaps on Senior Secured Loans

   d) Asset Class: Leveraged Finance Instruments
      Principal Investments:  Corporate Mezzanine Loans High Yield
      Corporate Bonds, Distressed and Stressed Debt Securities,
      Private Equity Investments
    
In addition, DFR may invest in other types of investments within
the core competencies of its manager, DCM, including investment
grade corporate bonds and related derivatives, government bonds
and related derivatives, and other fixed income related
instruments.

                     About Deerfield Triarc

Headquartered in Lenexa, Kansas, Deerfield Triarc Capital Corp.
(NYSE: DFR) –- http://www.deerfieldtriarc.com/-- is a diversified  
financial company formed in 2004 to invest in real estate-related
securities and various other asset classes.  The company intends
to continue to qualify to be taxed as a real estate investment
trust, or REIT, for federal income tax purposes.  The objective is
to provide attractive returns to investors through a combination
of dividends and capital appreciation, which the company intends
to achieve by opportunistically investing in financial assets and
to construct an investment portfolio appropriately leveraged to
seek attractive risk-adjusted returns.  The company is externally
managed by Deerfield Capital Management LLC.

                          *     *     *

As reported in the Troubled Company Reporter on July 13, 2007,
Standard & Poor's Ratings Services assigned its 'BB-' long-term
counterparty credit rating to Deerfield Triarc Capital Corp.  The
outlook is stable.  At the same time, S&P assigned 'B' bank loan
rating to the company's $155 million senior secured term loan; the
recovery rating is '6'.


DEUTSCHE MORTGAGE: Fitch Affirms Low-B Ratings on Two Classes
-------------------------------------------------------------
Fitch Ratings upgrades Deutsche Mortgage & Asset Receiving Corp.'s
commercial mortgage pass-through certificates, COMM 1999-1, as:

  -- $68.8 million class G to 'A-' from 'BBB+'.

In addition, Fitch affirms these classes:

  -- $675.9 million class A-2 at 'AAA';
  -- Interest-only class X at 'AAA';
  -- $62.3 million class B at 'AAA';
  -- $22.9 million class C at 'AAA';
  -- $62.3 million class D at 'AAA';
  -- $81.9 million class E at 'AAA';
  -- $19.7 million class F at 'AAA';
  -- $13.1 million class H at 'BBB';
  -- $26.2 million class J at 'B+';
  -- $19.7 million class K at 'B-'.

Fitch does not rate the $9.3 million class L certificates.  Class
A-1 paid in full.

The upgrade is a result of additional paydown and 6% additional
defeasance since Fitch's last rating action in March 2007.  In
total, 77 loans (40.2%) have defeased since issuance.  As of the
July 2007 distribution date, the pool's aggregate certificate
balance has been reduced by approximately 19%, to $1.06 billion
from $1.31 billion at issuance.

There is currently one specially serviced asset which is real
estate owned.  The asset is secured by a 158-unit hotel located in
Plano, TX.  The special servicer has listed the property for sale
and based on the most recent appraisal value, losses are expected
to be absorbed by the non-rated class L.


DIRECTV GROUP: Earns $448 Million in Second Quarter Ended June 30
-----------------------------------------------------------------
The DIRECTV Group Inc. filed with the Securities and Exchange
Commission on Aug. 9, 2007, its consolidated financial statements
for the second quarter ended June 30, 2007.

The DIRECTV Group Inc. reported net income of $448 million for the
second quarter ended June 30, 2007, compared with net income of
$459 million for the comparable period in 2006.  

The company reported that second quarter revenues increased 17% to
$4.14 billion and operating profit before depreciation and
amortization increased 16% to $1.13 billion compared to last
year's second quarter.  Second quarter 2007 operating profit of
$740 million was relatively unchanged from last year's second
quarter.  In addition, DIRECTV's Board of Directors has authorized
up to a $1.0 billion share repurchase program.  DIRECTV
expects these repurchases to occur from time to time, in the open
market or in private transactions, subject to market conditions.

"The DIRECTV Group's second quarter results highlight the
financial and operating strengths of our businesses in both the
United States and Latin America.  Looking first at the quarterly
results for DIRECTV U.S., in many ways they reflect the growing
demand for advanced services by our customers," said Chase Carey,
president and chief executive officer of The DIRECTV Group Inc.
"Strong revenue growth of 12% to over $3.7 billion was fueled by a
nearly 7% increase in ARPU to $76.43 due in large part to
approximately 50% more high definition (HD) and digital video
recorder (DVR) customers in the quarter.  This increase
in customer demand for advanced services also contributed to the
higher gross additions of 900,000 and lower monthly churn rate of
1.58%, resulting in net subscriber additions of 128,000 for
DIRECTV U.S. in the quarter."

Carey continued, "The strong revenue growth drove the increase in
DIRECTV U.S. operating profit before depreciation and amortization
to $1.06 billion.  In addition, upgrade and acquisition costs,
including capitalized equipment, were higher than the prior year
due to the increased number of customers adding HD and DVR
services, as well as converting to our MPEG-4 HD equipment.  It's
important to highlight that households with HD and/or DVR services
generate superior financial returns due to the significantly
greater cash flows compared to homes without these services."

"Second quarter results were also very strong in our DIRECTV Latin
America businesses where we attained significantly higher net
subscriber additions of 141,000 driven by strong gross additions
of 260,000 and a large reduction in the monthly churn rate to
1.38%.  In addition, revenues in the region more than doubled to
$409 million and operating profit before depreciation and
amortization was up threefold to $95 million primarily due to
strong subscriber growth and the merger with Sky Brazil which was
completed in the second half of last year."

Carey added, "In light of the rapidly growing demand for advanced
services in the United States, it is particularly exciting to look
ahead a couple of months when we leapfrog the competition by
offering up to 100 national HD channels.  We believe our HD line-
up will provide DIRECTV U.S. with a significant competitive
advantage in the rapidly growing market for HD television.
Consumers are passionate about HD and DIRECTV will be the clear
choice for anyone looking for the best HD television experience."

                      Second Quarter Review

In the second quarter of 2007, DIRECTV Group's revenues of
$4.14 billion increased 17% over the same period last year
principally due to strong growth in average revenue per subscriber
(ARPU) and a larger subscriber base at DIRECTV U.S., as well as
the consolidation of Sky Brazil's financial results due to the
completion of the merger with DIRECTV Brazil on August 23, 2006.

The 16% increase in operating profit before depreciation and
amortization to $1.13 billion was primarily due to the gross
profit associated with the higher revenues and a $25 million
gain from the settlement of several hurricane related insurance
claims, partially offset by higher upgrade and acquisition costs
at DIRECTV U.S. primarily related to the increased number of new
and existing customers adding HD and DVR services.  Operating
profit of $740 million and net income of $448 million were
relatively unchanged with the second quarter of last year as the
higher operating profit before depreciation and amortization was
offset by higher depreciation and amortization primarily from
increased capitalization of customer equipment under the DIRECTV
U.S. lease program, as well as the consolidation of Sky Brazil.

Cash flow before interest and taxes and free cash flow declined to
$305 million and $201 million, respectively, primarily due
to an increase in capital expenditures.  The higher capital
expenditures were primarily at DIRECTV U.S. related to an increase
in the number of new and existing customers leasing HD and DVR
equipment, as well as higher infrastructure costs associated with
the implementation and rollout of additional HD programming.  Also
contributing to the increase in capital expenditures was the
consolidation of the Sky Brazil business.  In addition, free cash
flow was impacted by tax payments made in the second quarter of
2007 compared to tax refunds in the prior period.  The quarter
also included share repurchases of $596 million.

At June 30, 2007, the company's consolidated balance sheet showed
$15.16 billion in total assets, $8.32 billion in total
liabilities, $6 million in minority interests, and $6.83 billion
in total stockholders' equity.

Full-text copies of the company's consolidated financial
statements for the quarter ended June 30, 2007, are available for
free at http://researcharchives.com/t/s?2244

                     About The DIRECTV Group

Headquartered in El Segundo, California, The DIRECTV Group Inc.
(NYSE: DTV) -- http://www.directv.com/ -- provides digital  
television entertainment services.  Through its subsidiaries
and affiliated companies in the United States, Brazil, Mexico and
other countries in Latin America, the DIRECTV Group provides
digital television service to more than 16 million customers in
the United States and over 4 million customers in Latin America.

                          *     *     *

In April 2007, Standard & Poor's Ratings Services affirmed the
'BB' corporate credit and 'BB-' senior unsecured debt rating on
The DIRECTV Group Inc.  The outlook is stable.

In addition, Standard & Poor's raised the bank loan rating on
$2 billion of credit facilities at DIRECTV Holdings LLC, a wholly
owned subsidiary of The DIRECTV Group Inc, to 'BB+' from 'BB' and
revised the recovery rating to '1' from '3'.


DISTRIBUTED ENERGY: Posts $10.3 Mil. Net Loss in Second Quarter
---------------------------------------------------------------
Distributed Energy Systems Corp. reported a net loss of
$10.3 million for the second quarter ended June 30, 2007, compared
with a net loss of $6.5 million for the same period a year ago.  
Revenues were $6.8 million for the second quarter ended June 30,
2007, compared with $9.4 million reported in the same period of
2006.

For the first six months of 2007, revenues were $15.3 million,
with a net loss of $24.9 million, compared to revenues of
$17.0 million, and a net loss of $13.9 million for the comparable
2006 period.

Ambrose L. Schwallie, Distributed Energy Systems' chief executive
officer, said: "The previously announced initiatives to refocus on
more attractive markets, such as oil and gas, wind systems and
power electronics, which should improve our sales and margins over
time, have yet to achieve their potential.  In addition, we
continued to work toward project completion, along with
negotiations to disengage from legacy engineering, procurement and
construction projects and service obligations which were
uneconomic, and the costs associated with those activities had an
additional unfavorable impact on our results."

"At the same time," Mr. Schwallie stated, "we saw continued
progress on margins at Proton Energy Systems, which was again able
to significantly cut operating losses during the quarter.  That
performance is more representative of our near-term goals and of
the potential for improvement throughout the company, as we work
toward achieving both an operational and financial turnaround."

On June 1, 2007, Distributed Energy Systems closed on an initial
$12.5 million loan by Perseus Partners VII L.P., a private equity
fund managed by Perseus L.L.C., pursuant to a previously
announced securities purchase agreement.  In connection with the
loan, the company executed a senior secured promissory note,
bearing interest at a rate of 12.5% per annum, compounded
quarterly and a warrant, exercisable for five years, giving
Perseus the right to purchase up to 7,954,536 shares of common
stock at an exercise price of $0.80 per share.

The company said the definitive transaction agreement contemplates
a second $15 million investment by Perseus.  Closing of the
subsequent investment is subject to approval by the shareholders
of Distributed Energy Systems at the Annual Meeting on Aug. 21,
2007 and other closing conditions.

Proceeds from this investment will be used to repay in full the
initial $12.5 million loan, including all accrued interest.  Upon
funding of this $15 million, the company will issue a 12.5% senior
secured convertible promissory note, due on Nov. 30, 2008, and a
five-year warrant to purchase up to 34,989,629 shares of common
stock at exercise prices ranging from $0.80 to $3.00 per share.
The note will be convertible into shares of Distributed Energy
Systems' common stock at a conversion price of $1.20 per share, or
75% of the company's market price, whichever is lower at the time
Perseus makes the subsequent investment.

At June 30, 2007, the company's consolidated balance sheet showed
$57.7 million in total assets, $25.8 million in total liabilities,
and $31.9 million in total stockholders' equity.

Full-text copies of the company's consolidated financial
statements for the quarter ended June 30, 2007, are available for
free at http://researcharchives.com/t/s?2245

                      Going Concern Doubt

As reported in the Troubled Company Reporter on March 22, 2007,
PricewaterhouseCoopers LLP expressed substantial doubt about
Distributed Energy Systems Corp.'s ability to continue as a going
concern after auditing the company's financial statements for the
year ended Dec. 31, 2006.  The auditing firm pointed to the
company's recurring operating losses and cash outflows from
operations.

                   About Distributed Energy

Based in Wallingford, Connecticut, Distributed Energy Systems
Corp. (Nasdaq: DESC) -- http://www.distributed-energy.com/ --   
creates and delivers products and solutions to the emerging
decentralized energy marketplace, giving users greater control
over their energy cost, quality and reliability.  The company
delivers a combination of practical, ready-today energy solutions
and the solid business platforms for capitalizing on the changing
energy landscape.


DIXIE GROUP: Board Authorizes $10 Million Stock Repurchase
----------------------------------------------------------
The Board of Directors of The Dixie Group, Inc. has authorized the
repurchase of up to $10 million of the company's outstanding
Common Stock.  Any repurchases under the company's stock
repurchase program may be made in the open market or through
private transactions at such times and such prices as management
may from time to time determine are appropriate.

"With this stock repurchase authorization, our management will be
in a position to take advantage of market opportunities to enhance
shareholder value,” Daniel K. Frierson, chairman and chief
executive officer, said.  “Based on our current stock price, we
believe repurchases of the company's stock represent an excellent
investment that should provide long-term value to our
shareholders."

The Dixie Group Inc. (NASDAQ:DXYN) -- http://thedixiegroup.com/--      
sells and makes carpets and rugs to higher-end residential and
commercial customers through the Fabrica International, Masland
Carpets, and Dixie Home brands.

                          *     *     *

Dixie Group's subordinated debt and probability of default carry
Moody's B3 and B1 ratings respectively, while its long-term
foreign and local corporate credits carry Standard & Poor's B+
rating.


DOV PHARMA: Posts $2.4 Million Net Loss in Quarter Ended June 30
----------------------------------------------------------------
DOV Pharmaceutical Inc. filed its consolidated financial
statements for the second quarter ending June 30, 2007, with the
Securities and Exchange Commission on Aug. 8, 2007.

The company reported a net loss attributable to common
stockholders of $2.4 million on revenue of $288,284 for the second
quarter of 2007, as compared with a net loss of $20.6 million on
revenue of $1.3 million for the comparable period in 2006.  

Revenue for the three months ended June 30, 2007, is attributable
to the reimbursement of certain costs incurred by the company for
services provided to XTL.  Revenue for the three months ended
June 30, 2006, was comprised of amortization of the $35.0 million
up-front fee the company received upon the signing of the license
agreement for its collaboration with Merck. The up-front payment
was deferred and amortized to revenue over the estimated research
and development period of 72 months.  In December 2006, the
license agreement was terminated.  Thus, the remaining deferred
revenue was recognized during the fourth quarter of 2006 upon such
termination and no revenue was recorded in the three and six
months ended June 30, 2007.

Research and development expense decreased $9.0 million to
$2.5 million for the second quarter of 2007, from $11.5 million
for the comparable period in 2006.  The decrease is primarily
associated with decreased clinical development costs of
$6.7 million for bicifadine and decreased payroll and payroll
related expenses of $2.0 million.  

General and administrative expense decreased $8.7 million to
$1.8 million for the second quarter of 2007, from $10.5 million
for the comparable period in 2006.  The decrease is primarily
attributable to decreases of $8.0 million in payroll and related
benefits, $383,000 in rent expense and $235,000 in professional
fees.  

                 Gain on Revaluation of Warrants

At March 31, 2007, the company estimated the fair value of the
warrants distributed to common stockholders pursuant to the
Exchange Offer at $4.6 million using a Black-Scholes methodology.
The liability was revalued at the date the registration statement
for the shares underlying the warrants was deemed effective, or
June 25, 2007.  The liability value was reduced by $1.4 million
and was recorded as other income during the quarter and six months
ended June 30, 2007.  The warrants were then reclassified from a
liability to equity.

              Gain on Extinguishment of Convertible
                 Debentures and Other Income, Net  

In March 2007, the company consummated an Exchange Offer pursuant
to which $67.5 million in principal amount of the company's
outstanding convertible subordinated debentures were exchanged for
439,784 shares of series C and 100,000 shares of series D
convertible preferred stock and $14.3 million in cash, which
included interest of $843,000.  The difference between the amount
of the face value of the debentures and the fair value of the
assets given up in the exchange of $8.4 million was recorded as a
gain on debt extinguishment in the first quarter of 2007.  The
series C convertible preferred stock was converted into 84,010,232
shares of common stock on June 11, 2007.

At June 30, 2007, the company's consolidated balance sheet showed
$21.58 million in total assets, $5.31 million in total
liabilities, $6.32 million in series D convertible preferred
stock, and $9.95 million in total stockholders' equity.

Full-text copies of the company's consolidated financial
statements for the quarter ended June 30, 2007, are available for
free at http://researcharchives.com/t/s?2240

                       Going Concern Doubt

As reported in the Troubled Company Reporter on April 5, 2007,
PricewaterhouseCoopers LLP in Florham Park, N.J., expressed
substantial doubt about DOV Pharmaceutical Inc.'s ability to
continue as a going concern after auditing the company's financial
statements for the years ended Dec. 31, 2006, and 2005.  The
auditing firm pointed to the company's recurring losses from
operations and net capital deficiency.

                    About DOV Pharmaceutical

Based in Somerset, N.J., DOV Pharmaceutical Inc. (Other OTC:
DOVP.PK) -- http://www.dovpharm.com/  -- is a biopharmaceutical    
company focused on the discovery, acquisition and development of
novel drug candidates for central nervous system disorders.  The
company's product candidates address some of the largest
pharmaceutical markets in the world including depression, pain and
insomnia.


DRINKS AMERICAS: Bernstein & Pinchuk Raises Going Concern Doubt
---------------------------------------------------------------
New York City-based Bernstein & Pinchuk LLP expressed substantial
doubt about Drinks Americas Holdings Ltd.'s ability to continue as
a going concern after auditing the company's consolidated
financial statements for the years ended April 30, 2007, and 2006.  
The auditing firm pointed to the company's significant losses from
operations since its inception.

The company posted a $9,389,250 net loss on $6,084,520 of total
revenues for the year ended April 30, 2007, as compared with a
$5,845,371 net loss on $1,607,606 of total revenues in the prior
year.

At April 30, 2007, the company's balance sheet showed $6,585,195
in total assets, $3,783,471 in total liabilities and $2,801,724 in
stockholders' equity.

A full-text copy of the company's 2007 annual report is available
for free at http://ResearchArchives.com/t/s?223b

Headquartered in Wilton, Conn. Drinks Americas Holdings Ltd. --
http://www.drinksamericas.com/-- develops, owns, markets, and  
nationally distributes alcoholic and non-alcoholic premium
beverages that are often associated with renowned icon
celebrities.  Drinks' portfolio of premium alcoholic beverages
includes Donald Trump's Trump Super Premium Vodka (Spring 2006),
Willie Nelson's Old Whiskey River Bourbon and Bourbon Cream, and
Roy Yamaguchi's Y Sake.  Drinks non-alcoholic brands include the
distribution of Paul Newman's Newman's Own Lightly Sparkling Fruit
Juice Drinks.


EMMIS COMM: Board Approves $50 Million Repurchase of Common Stock
-----------------------------------------------------------------
The board of directors of Emmis Communications Corporation has
authorized the repurchase of its common stock, up to an
aggregate value of $50 million.  Transactions may occur from time
to time, either on the open market or privately negotiated.

Purchases are expected to be financed through cash flows from
operations and borrowings under Emmis' existing credit facility.
The stock repurchase is subject to prevailing market conditions
and other considerations.
    
Based in Indianapolis, Indiana, Emmis Communications Corporation
(NASDAQ: EMMS) -- http://www.emmis.com/-- is a diversified media   
firm with radio broadcasting, television broadcasting and magazine
publishing operations.   Emmis owns 21 FM and 2 AM domestic radio
stations serving New York, Los Angeles and Chicago as well as St.
Louis, Austin, Indianapolis and Terre Haute, Ind.  In addition,
Emmis owns a radio network, international radio interests, two
television stations, regional and specialty magazines, an
interactive business and ancillary businesses in broadcast sales.

                          *     *     *

Emmis Communications Corporation's series A cumulative convertible
preferred debt carries Moody's Investors Service B2, LGD6 rating,
suggesting creditors will experience a 99% loss in the event of
defaults.  Emmis Communications also carries Moody's Ba3 PDR
rating.


EMISPHERE TECH: June 30 Balance Sheet Upside-Down by $20.1 Million
------------------------------------------------------------------
Emisphere Technologies Inc. reported on Aug. 7, 2007, its
financial results for the second quarter ended June 30, 2007.

Second quarter 2007 net loss was $12.1 million, compared to a net
loss of $3.8 million for the second quarter of 2006.  Second
quarter 2007 revenues were $398,000, compared to revenues of
$5.2 million in the second quarter of 2006.

"Emisphere's product pipeline is growing increasingly robust,"
said Michael V. Novinski, president/chief executive officer of
Emisphere Technologies Inc.  "In addition to the 10 products we
have in various stages of clinical development, we have an
additional 11 pre-clinical projects in our pipeline, six with
partners and five without established collaborations.  We are
seeking to move our patented technology into a broad array of
disease states, including obesity, osteoporosis, infectious
disease, diabetes, CNS, erectile dysfunction and fertility
treatment, among others."

Operating expenses for the second quarter of 2007 were
$9.9 million compared to $8.6 million in the second quarter of
2006.  The $1.3 million increase in operating expenses is
primarily the result of non-cash charges related to share-based
payments.

Second quarter 2007 operating loss was $9.5 million, compared to
an operating loss of $3.4 million for the first quarter of 2006.

Other expense for the second quarter of 2007 were $2.6 million,
compared to $335,000 in the second quarter of 2006.  The
$2.3 million increase in other expenses is primarily the result of
non-cash charges related to the change in fair value of derivative
instruments.

As of June 30, 2007, Emisphere has $8.9 million in cash and
investments.  

At June 30, 2007, the company's consolidated balance sheet showed
$15.04 million in total assets, $35.18 million in total
liabilities, resulting in a $20.14 million total stockholders'
deficit.

Full-text copies of the company's consolidated financial
statements for the quarter ended June 30, 2007, are available for
free at http://researcharchives.com/t/s?223c

                       Going Concern Doubt

As reported in the Troubled Company Reporter on March 19, 2007,
PricewaterhouseCoopers LLP expressed substantial doubt about
Emisphere Technologies Inc.'s ability to continue as a going
concern after auditing the company's financial statements for the
years ended Dec. 31, 2006 and 2005.  The auditing firm pointed to
the company's operating losses, limited capital resources and
significant future commitments.

                   About Emisphere Technologies

Headquartered in Tarrytown, New York, Emisphere Technologies Inc.
(NasdaqGM: EMIS) -- http://www.emisphere.com/-- is a   
biopharmaceutical company charting new frontiers in drug delivery.  
The company develops oral forms of injectable drugs, either alone
or with corporate partners, by applying its proprietary eligen(R)
technology to these drugs.


ENERGY PARTNERS: Implements $50 Million Open Market Share Buy Back
------------------------------------------------------------------
Energy Partners, Ltd. is implementing Board-authorized open market
purchases of its common shares.

"With this announcement, we reaffirm our confidence and optimism
in the long-term future of the company,” Richard A. Bachmann,
EPL's Chairman and CEO, commented.  “We intend to use excess
available cash flow, including any proceeds from asset sales and
future cash flows, to fund these purchases."

The open market share repurchase program, the implementation of
which is subject to business and market conditions, was authorized
in March of this year for a period of up to one year in an
aggregate amount of $50 million.

Headquartered in New Orleans, Louisiana, Energy Partners Ltd.
(NYSE: EPL) -- http://www.eplweb.com/-- is an independent oil and  
natural gas exploration and production company.  Founded in 1998,
the company's operations are focused along the U. S. Gulf Coast,
both onshore in south Louisiana and offshore in the Gulf of
Mexico.

                          *     *     *

As reported in the Troubled Company Reporter on March 14, 2007,
Moody's Investors Service downgraded Energy Partners Ltd.'s
Corporate Family Rating to B3 from B2 and its Probability of
Default Rating to B3 from B2 following the conclusion of the
company's strategic alternative process.


ENERGY PARTNERS: Posts $6.3 Mil. Net Loss in Second Quarter 2007
----------------------------------------------------------------
Energy Partners Ltd. reported financial and operational results
for the second quarter of 2007.  The company reported a net loss
to common stockholders of $6.3 million for the second quarter of
2007 compared to net income available to common stockholders of
$12.6 million for the second quarter of 2006.  Results for the
second quarter included a pre-tax gain of $7 million primarily
related to the sale of substantially all of EPL's onshore South
Louisiana assets that closed in mid-June, as well as an unrealized
gain of $1.9 million on its derivative instruments.  The quarter
also included pre-tax costs of $10.8 million associated with the
early extinguishment of the Company's 8-3/4% Senior Notes due 2010
and the refinancing of its bank credit facility, which included
$3.4 million of non-cash charges.

Revenue for the second quarter of 2007 rose to $121.7 million,
representing a new record high for the company.  This was a slight
increase over the prior record revenue of $121.2 million set in
the second quarter of 2006.  Discretionary cash flow, which is
cash flow from operating activities before changes in working
capital and exploration expenses, was $70.5 million, compared with
$98.5 million in the second quarter of last year.  Cash flow from
operating activities in the second quarter of 2007 was $53.5
million compared with $111.1 million in the same quarter a year
ago.

For the six months ended June 30, 2007, the company reported a net
loss to common stockholders of $2.6 million.  Net income available
to common stockholders was $27.4 million in the same period of
2006.  Discretionary cash flow for the first two quarters of 2007
totaled $141.7 million, down 26% from $191.4 million in the same
period a year ago.  Cash flow from operating activities in the
first six months of 2007 was $167.3 million, down 4% from the
total of $174.9 million in the same period of 2006.

For the first six months of 2007, the company said capital
expenditures for exploration and development activities totaled
$183.4 million.  The company continues to anticipate that its 2007
capital budget for exploration and development activities will
total approximately $300 million, which is intended to be funded
from internally generated cash flow.

As of June 30, 2007, the company had cash on hand of $7.8 million,
total debt of $474.5 million, and a debt to total capitalization
ratio of 73%.  The company also had $180.0 million of remaining
capacity available under its current bank facility which was
refinanced in late April 2007 and has a borrowing base of
$200 million.

                        Shelf Discovery

The company also disclosed another discovery on the Gulf of Mexico
Shelf in the Eugene Island 311/312 area, making it the second
discovery in this area this year, and the third discovery since
drilling began in late 2006.  The company has four exploratory
wells drilling and three wells planned to spud before the end of
year.  Four of seven wells currently drilling or scheduled to
drill are high potential.

"Our results in the first half of this year have been heavily
influenced by the expenses from our M&A activity in 2006 and the
debt tender offer completed this past April, along with more dry
hole cost in the period than we have traditionally seen,” Richard
A. Bachmann, EPL's Chairman and CEO, commented.  “The expenses
resulting from our tender offer, as well as associated legal fees
and financial advisory costs, are now behind us as we enter into
the second half of the year."

                      About Energy Partners

Headquartered in New Orleans, Louisiana, Energy Partners Ltd.
(NYSE: EPL) -- http://www.eplweb.com/-- is an independent oil and  
natural gas exploration and production company.  Founded in 1998,
the company's operations are focused along the U. S. Gulf Coast,
both onshore in south Louisiana and offshore in the Gulf of
Mexico.

                          *     *     *

As reported in the Troubled Company Reporter on March 14, 2007,
Moody's Investors Service downgraded Energy Partners Ltd.'s
Corporate Family Rating to B3 from B2 and its Probability of
Default Rating to B3 from B2 following the conclusion of the
company's strategic alternative process.


EXPEDIA INC: Receives 62.2 Million Tenders for Dutch Auction Offer
------------------------------------------------------------------
Expedia Inc. obtained a total of 62,170,148 shares of common stock
properly tendered and not withdrawn at prices within the stated
range for the tender offer of $27.50 to $30 per share, based on a
preliminary count by the depositary for its modified "Dutch
auction" tender offer for up to 25 million shares of its common
stock, which expired at 5:00 p.m., New York City time, on Aug. 8,
2007.
    
Of the total shares of common stock tendered, 30,105,267 shares
were properly tendered and not withdrawn at prices at or below
$29 per share, including 12,788,252 shares that were tendered
through notice of guaranteed delivery.
    
Expedia expects to acquire 25 million properly tendered shares at
a purchase price of $29per share, for a total cost of
approximately $725 million, excluding fees and expenses relating
to the tender offer.  These shares represent approximately 8.9% of
the shares of common stock outstanding and approximately 8.2% of
the total number of shares of common stock and Class B common
stock outstanding as of Aug. 3, 2007.

In accordance with the terms of the tender offer, Expedia
expects to purchase a prorated portion of the shares properly
tendered by each tendering stockholder at or below the final per
share purchase price, other than odd lot tenders. Based on the
preliminary count, the depositary has informed Expedia that the
proration factor is approximately 83%.
    
The number of shares properly tendered and not withdrawn, the
price per share and the proration factor are preliminary and are
subject to verification by the depositary.  The final number of
shares purchased, the final price per share and the final
proration factor will be disclosed soon as practicable after the
completion of the verification process.

Payment for the shares accepted for purchase under the tender
offer, and return of all other shares tendered and not purchased,
will occur promptly thereafter.
    
Expedia's board of directors has authorized the repurchase
of up to an additional 20 million shares of common stock.  Whether
or not Expedia may make such repurchases or any additional
repurchases will depend on many factors, including Expedia's
business and financial performance, market conditions, including
the trading price of Expedia's shares, availability of financing
on acceptable terms and such other factors as Expedia may consider
relevant.

The information agent for the tender offer is MacKenzie Partners,
Inc. and the depositary for the tender offer is The Bank of New
York.  For questions and information, please call the information
agent toll-free in the United States and Canada at 1-800-322-2885,
and in all other countries at +1-212-929- 5500.
    
                        About Expedia Inc.

Based in Bellevue, Washington, Expedia Inc. (NASDAQ: EXPE) --
http://www.expediainc.com/-- is an online travel company.
Expedia's companies operate internationally with sites in
Australia, Canada, France, Germany, Italy, Japan, the Netherlands,
Norway, Spain, Sweden, the United Kingdom and China, through its
investment in eLong (TM).

                         *     *     *

As reported in the Troubled Company Reporter on July 26, 2007,
Moody's Investors Services downgraded Expedia's senior unsecured
rating to Ba2 from Baa3 concluding a review for possible downgrade
initiated on June 19, 2007.


FANAPA LLC: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Lead Debtor: Fanapa, L.L.C.
             8901 Jefferson Davis Highway
             Fredericksburg, VA 22407

Bankruptcy Case No.: 07-32886

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        Fanapa U.S.A., Inc.                        07-32885
        Banks Auto Parts, Inc.                     07-32884

Type of business: The Debtors provide truck driving services and
                  automobile parts and services.

Chapter 11 Petition Date: August 9, 2007

Court: Eastern District of Virginia (Richmond)

Debtors' Counsel: Paula S. Beran, Esq.
                  Tavenner & Beran, P.L.C.
                  20 North Eighth Street, Second Floor
                  Richmond, VA 23219
                  Tel: (804) 783-8300
                  Fax: (804) 783-0178

                            Estimated Assets       Estimated Debts
                            ----------------       ---------------
Fanapa, L.L.C.                 $1 Million to         $1 Million to
                                $100 Million          $100 Million

Fanapa U.S.A., Inc.                Less than         $1 Million to
                                     $10,000          $100 Million

Banks Auto Parts, Inc.         $1 Million to         $1 Million to
                                $100 Million          $100 Million

A. Fanapa, LLC's Two Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Olander Banks, Sr.             100-percent stock       $1,221,500
7400 Old Telegraph Road        in Banks Auto Parts,
Alexandria, VA 22315           Inc.

Banks Investment I, L.C.       unpaid rent                $88,114
7400 Old Telegraph Road
Alexandria, VA 22315

B. Fanapa USA, Inc's Largest Unsecured Creditor:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Olander Banks, Sr.             100-percent stock       $1,221,500
7400 Old Telegraph Road        in Banks Auto Parts,
Alexandria, VA 22315           Inc.

C. Banks Auto Parts, Inc's 17 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Internal Revenue Service       Form 941 Payroll taxes    $147,796
615 Jefferson Davis Highway
Attention: Emory Williamson
Fredericksburg, VA 22401-4436

Commonwealth of Virginia       sales tax                  $50,148
Department of Taxation
P.O. Box 1880
Richmond, VA 23218-1880

                               employer withholdings      $20,940

Salvage Direct                 judgment                   $47,128
c/o Apple and Apple P.C.
4650 Baum Boulevard
Pittsburgh, PA 15213-1237

IDEARC Media Corp.             yellow pages               $36,352

Shield Family Limited          judgment                   $22,339
Partnership

Glady's Castellanos            loan                       $20,000

Joe Scott                      loan                       $15,264

Fanny Verastegui               loan                       $13,000

Yellow Book, U.S.A.            advertising                $10,274

Carter Machinery Company,      equipment lease             $4,240
Inc.                           payments

                               repairs and finance           $435
                               charges

Pentagroup Financial,          collection agency           $2,473
L.L.C.                         for NEXTEL account

Harris Enterprises, Inc.       inventory
$2,081                 
                               purchases

Hollander                      software license            $1,552
                               payments

Acadia Management Company      accounting                  $1,425
                               services

Davis Container Service, Inc.                                $845


Madigan & Scott, Inc.                                        $860

Metro Washington Auto                                        $860
Wreckers


FINAL ANALYSIS: Has Until August 28 To File Chapter 11 Plan
-----------------------------------------------------------
The Honorable Nancy V. Alquist of the United States Bankruptcy
Court for the District of Maryland extended Final Analysis
Communication Services Inc.'s exclusive periods to:

     a. file a Chapter 11 plan of reorganization until Aug. 28,
        2007; and

     b. solicit acceptances of that plan until Oct. 27, 2007.

As reported in the Troubled Company Reporter on May 7, 2007, the
Debtor told the Court that the extension will prevent other
parties from filing a rival Chapter 11 plan of reorganization to
attempt to regain control of its assets.

J. Daniel Vorsteg, Esq., at Whiteford, Taylor & Preston LLP, said
that the extension will provide sufficient time for the Debtor
to obtain the required documents from its former management to
formulate a plan.

New York Satellite Industries LLC holds a majority interest in
Final Analysis Communication Services Inc.  Nader Modanlo, who
filed for Chapter 11 protection on July 22, 2005, owns NYSI.

Lanham, Md.-based Final Analysis Communication Services Inc. filed
a voluntary Chapter 11 petition on Dec. 29, 2006 (Bankr. D. Md.
Case No. 06-18520).  J. Daniel Vorsteg, Esq., Paul M. Nussbaum,
Esq., and Martin T. Fletcher, Esq., at Whiteford, Taylor &
Preston, LLP, represent the Debtor.  No official committee of
unsecured creditors has been appointed in the case at this time.
When it filed for bankruptcy, the Debtor estimated its assets at
more than $100 million and debts at $1 million to $100 million.


FINANCE AMERICA: Fitch Puts Low-B Ratings on Three Cert. Classes
----------------------------------------------------------------
Fitch Ratings has taken rating actions on these Finance America
Mortgage Loan Trust issue:

Series 2003-1
  -- Class M-1 affirmed at 'AA';
  -- Class M-2 affirmed at 'A';
  -- Class M-3 affirmed at 'A-';
  -- Class M-4 downgraded to 'BB' from 'BBB+';
  -- Class M-5 downgraded to 'B' from 'BBB';
  -- Class M-6 downgraded to 'B-' from 'BBB-' and assigned
     Distressed Recovery rating of 'DR1'.

The affirmations reflect a satisfactory relationship between
credit enhancement and future loss expectations and affect
approximately $30.75 million of outstanding certificates, as of
the July 2007 distribution date.  The negative rating actions,
affecting approximately $3.17 million of outstanding certificates,
reflect deterioration of CE relative to expected future losses.

As of the July 2007 distribution date, this transaction is 44
months seasoned.  The pool factor is 11%.  The 60+ delinquencies
are 10.76% of current collateral balance.  This includes
foreclosures and real estate owned of 2.51% and 2.62%,
respectively.  The cumulative loss on this transaction is 1.47% of
original collateral balance.  The overcollateralization was
$1,022,699 (2.93% of current collateral balance) versus a target
of $1.622,703 (4.64% of current collateral balance).

All of the mortgage loans in the aforementioned transaction were
either originated or acquired by Finance America, LLC.  The
mortgage loans consist of fixed-rate and adjustable-rate, fully
amortizing and balloon payment mortgage loans and are secured by
first and second liens, primarily on one- to four-family
residential properties.  Litton Loan Servicing LP, currently rated
'RPS1', Rating Watch Negative by Fitch for subprime products, is
the servicer for this transaction.


FIRST UNION: Moody's Affirms Low-B Ratings on Five Cert. Classes
----------------------------------------------------------------
Moody's Investors Service upgraded the ratings of three classes
and affirmed the ratings of 15 classes of First Union National
Bank Commercial Mortgage Trust, Commercial Mortgage Pass-Through
Certificates, Series 2001-C4 as:

  -- Class A-1, $100,952,576, affirmed at Aaa
  -- Class A-2, $469,800,000, affirmed at Aaa
  -- Class IO-I, Notional, affirmed at Aaa
  -- Class IO-II, Notional, affirmed at Aaa
  -- Class B, $36,696,000, affirmed at Aaa
  -- Class C, $12,232,000, affirmed at Aaa
  -- Class D, $12,232,000, affirmed at Aaa
  -- Class E, $17,125,000, affirmed at Aaa
  -- Class F, $12,232,000, affirmed at Aaa
  -- Class G, $12,232,000, affirmed at Aaa
  -- Class H, $17,125,000, upgraded to Aa2 from Aa3
  -- Class J, $14,678,000, upgraded to A1 to A3
  -- Class K, $14,679,000, upgraded to A3 from Baa2
  -- Class L, $22,017,000, affirmed at Ba1
  -- Class M, $7,339,000, affirmed at Ba3
  -- Class N, $7,029,000, affirmed at B1
  -- Class O, $6,938,000, affirmed at B2
  -- Class P, $4,626,000, affirmed at B3

As of the July 13, 2007 distribution date, the transaction's
aggregate certificate balance has decreased by about 19.1% to
$791.9 million from $978.6 million at securitization.  The
certificates are collateralized by 119 mortgage loans ranging in
size from less than 1% to 3% of the pool with the top 10 loans
representing 25.5% of the pool.  Twenty-eight loans, representing
29.6% of the pool, have defeased and have been replaced with U.S.
government securities.

The pool includes one shadow rated loan, which comprises 3% of the
pool.  Nine loans have been liquidated from the trust resulting in
realized losses of about $1.4 million.  There are no loans in
special servicing currently.  Twenty-seven loans, representing
16.1% of the pool, are on the master servicer's watchlist.

Moody's was provided with full-year 2006 operating results for
96.2% of the performing loans.  Moody's loan to value ratio for
the conduit component is 82.8%, compared to 82.9% at Moody's last
full review in September 2006 and compared to 90.4% at
securitization.  Moody's is upgrading Classes H, J and K due to
increased defeasance and increased credit support.

The shadow rated loan is the General Motors Building Loan
($23.5 million -- 3.07%), which is secured by a leasehold interest
in two Class A office buildings totaling 618,000 square feet.  The
buildings are part of the Renaissance Center located in downtown
Detroit, Michigan.  The properties are 100% master leased to
General Motors Corporation (Moody's senior unsecured rating Caa1;
negative outlook).  Physical occupancy at the subject has been 50%
since 2002, with one tower completely vacant. GM continues to make
timely payments.

GM's 20-year lease expires in October 2021 and is subject to a
ground lease through 2071.  The loan matures in November 2009 and
fully amortizes.  The loan has amortized by about 56% to date.
Moody's will continue to closely monitor this loan given GM's
credit rating and the weakened Detroit office market.  As of the
first quarter of 2007, the office vacancy rate in downtown Detroit
was 24.2%.  Moody's current shadow rating is Ba2, the same as at
last review.  Moody's shadow rating was A1 at securitization.

The top three conduit exposures represent 11.5% of the outstanding
pool balance.  The largest conduit loan is the Overlook at Great
Notch Loan ($32.3 million - 4.2%), which is secured by a 415,000
square foot Class A office building located in Little Falls
(Passaic County), New Jersey.  Moody's LTV is 96.1%, compared to
97.0% at last review and compared to 77.3%, at securitization.

The second largest conduit loan is the Orland Park Place Loan
($32 million -- 4%), which is secured by a 421,000 square foot
power center located about 20 miles southwest of Chicago in
Orland, Illinois.  Moody's LTV is 88.9%, compared to 90.8% at last
review and compared to 91.2%, at securitization.

The third largest conduit loan is the Chesterbrook Office Building
Loan ($26.6 million -- 3.4%), which is secured by a 171,316 square
foot Class A office building located in Berwyn, Pennsylvania.
Moody's LTV is 70.9%, compared to 70.5% at last review and
compared to 91.2%, at securitization.


FIRST UNION: Fitch Affirms B- Rating on $8.9MM Class M Certs.
-------------------------------------------------------------
Fitch Ratings upgrades four classes of First Union National Bank
Commercial Mortgage Trust's commercial mortgage pass-through
certificates, series 1999-C4, as:

  -- $33.2 million class G to 'AA-' from 'A';
  -- $11.1 million class H to 'A-' from 'BBB+';
  -- $2.2 million class J to 'BBB+' from 'BBB-';
  -- $6.6 million class K to 'BBB-' from 'BB+';

In addition, Fitch affirms these classes:

  -- $414.3 million class A-2 at 'AAA';
  -- Interest-only class IO at 'AAA';
  -- $46.5 million class B at 'AAA';
  -- $42.1 million class C at 'AAA';
  -- $13.3 million class D at 'AAA';
  -- $28.8 million class E at 'AAA';
  -- $13.3 million class F at 'AAA';
  -- $8.9 million class L at 'B+';
  -- $8.9 million class M at 'B-'.

The class A-1 has paid in full.  Fitch does not rate the
$6.2 million class N certificates.

The rating upgrades are due to defeasance and paydown since
Fitch's last ratings action.  Fifty-three loans (40.3%) have
defeased since issuance, including six of the top 10 loans
(15.8%).  As of the July 2007 distribution date, the pool has paid
down 28.3% to $635.3 million from $885.7 million at issuance.

There are currently no delinquent or specially serviced loans.


FOAMEX INT'L: July 1 Balance Sheet Upside-Down by $257.3 Million
----------------------------------------------------------------
Foamex International Inc. posted total assets of $566.2 million,
total liabilities of $823.5 million, and total stockholders'
deficit of $257.3 million as of July 1, 2007.

The company reported net income of $7.6 million on net sales of
$320.8 million for the quarter ended July 1, 2007, as compared
with net loss of $13.2 million on net sales of $344.9 million for
the quarter ended July 2, 2007.

For the two quarters ended July 1, 2007, the company had net loss
of $9.4 million on net sales of $638 million, as compared with net
income of $3.8 million on net sales of $710.8 million for the two
quarters ended July 2, 2006.

                  Liquidity and Capital Resources

The company's operations are conducted through its wholly-owned
subsidiary, Foamex L.P. and its liquidity requirements consist
primarily of the operating cash requirements of Foamex L.P.

Foamex L.P.'s liquidity requirements consist principally of
accounts receivable, inventory and accounts payable, scheduled
payments of interest and principal on outstanding indebtedness,
capital expenditures and employee benefit plan obligations. Cash
flow from Foamex L.P.'s operating activities, cash on hand and
periodic borrowings under Foamex L.P.'s revolving credit
agreements have been adequate to meet Foamex L.P.'s liquidity
requirements.

Cash and cash equivalents were $4.2 million at July 1, 2007,
compared to $6 million at Dec. 31, 2006.  Working capital at
July 1, 2007, was $146.2 million and the current ratio was 1.90
to 1 compared to working capital at Dec. 31, 2006, of $24 million
and a current ratio of 1.08 to 1.  The current ratio improvement
was primarily due to the repayment of the DIP Revolving Credit
Facility and DIP Term Loan, which were classified as current
liabilities at Dec. 31, 2006.

Total long-term debt and revolving credit borrowings at July 1,
2007, were $613.9 million, down $29.7 million from Dec. 31, 2006.
As of July 1, 2007, there were $31.8 million of revolving credit
borrowings with $83.2 million available for borrowings and
$21 million of letters of credit outstanding.  Revolving credit
borrowings at July 1, 2007, reflect working capital requirements.

A full-text copy of the company's second quarter report is
available for free at http://researcharchives.com/t/s?225c

                    About Foamex International

Headquartered in Linwood, Pennsylvania, Foamex International Inc.
(FMXIQ.PK) -- http://www.foamex.com/-- produces cushioning for   
bedding, furniture, carpet cushion and automotive markets.  The
company also manufactures polymers for the industrial, aerospace,
defense, electronics and computer industries.  

The company and eight affiliates filed for chapter 11 protection
on Sept. 19, 2005 (Bankr. Del. Case Nos. 05-12685 through 05-
12693).  Attorneys at Paul, Weiss, Rifkind, Wharton & Garrison
LLP, represent the Debtors in their restructuring efforts.  
Houlihan, Lokey, Howard and Zukin and O'Melveny & Myers LLP are
advising the ad hoc committee of Senior Secured Noteholders.  
Kenneth A. Rosen, Esq., and Sharon L. Levine, Esq., at Lowenstein
Sandler PC and Donald J. Detweiler, Esq., at Saul Ewings, LP,
represent the Official Committee of Unsecured Creditors.  As of
July 3, 2005, the Debtors reported $620,826,000 in total assets
and $744,757,000 in total debts.  

On Feb. 2, 2007, the Court confirmed the Debtors' Second Amended
Joint Plan of Reorganization.  The Plan of Reorganization of
Foamex International Inc. has become effective and the company has
successfully emerged from chapter 11 bankruptcy protection on
Feb. 12, 2007.


FREEDOM VENTURES: Case Summary & Two Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Freedom Ventures I, L.L.C.
        617 East Third Avenue
        Columbus, OH 43201

Bankruptcy Case No.: 07-56228

Type of business: The Debtor owns real estate.

Chapter 11 Petition Date: August 9, 2007

Court: Southern District of Ohio (Columbus)

Debtor's Counsel: Robert E. Bardwell, Esq.
                  995 South High Street
                  Columbus, OH 43206
                  Tel: (614) 445-6757
                  Fax: (614) 224-4870

Estimated Assets: $1 Million to $100 Million

Estimated Debts:      $100,000 to $1 Million

Debtor's Two Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Franklin County Treasurer      real estate taxes          $22,561
373 South High Street,
17th Floor
Columbus, OH 43215

Internal Revenue Services                                 unknown
Attention: Insolvency
Group 1
550 Main Street, Room 3525
Cincinnati, OH 45201


FRIENDLY ICE: Obtains Tenders for 8-3/8% Senior Notes Offering
--------------------------------------------------------------
Holders of approximately 89.7% of Friendly Ice Cream Corporation's  
outstanding 8-3/8% Senior Notes due 2012, had tendered Notes and
delivered consents as of Aug. 8, 2007, in connection with the
company's tender offer and consent solicitation commenced on
July 26, 2007.

The company and the trustee under the Indenture relating to the
Notes have executed and delivered a supplemental indenture
containing the amendments described in the company's Offer to
Purchase and Consent Solicitation dated July 26, 2007.  The
amendments will become operative upon the company's acceptance and
payment of the Notes tendered, and holders of all untendered Notes
will be bound thereby.
    
On June 17, 2007, the company entered into an Agreement and Plan
of Merger by and among the company, Freeze Operations Holding
Corp. and Freeze Operations Inc., a wholly owned subsidiary of
Parent, pursuant to which, subject to the satisfaction or waiver
of the conditions therein, Merger Sub will merge with and into the
company, with the company continuing as the surviving corporation
of the Merger.

The company will not be required to purchase any of the Notes
tendered nor pay any consent payments unless certain conditions
have been satisfied, including the closing of the Merger.  The
completion of the tender offer and the consent solicitation is
not a condition to the consummation of the Merger.
    
The tender offer is scheduled to expire at 12:00 midnight, New
York City time, on Aug. 22, 2007, unless extended by the company.  
As of the expiration of the consent period at 5:00 P.M., New York
City time, on Aug. 8, 2007, tendered Notes may no longer be
withdrawn.
       
Barclays Capital Inc. is the Dealer Manager and Solicitation Agent
for the tender offer and consent solicitation. Questions regarding
the tender offer and consent solicitation should be directed to
Barclays Capital Inc. at (212) 412-4072 (collect) or (866) 307-
8991 (toll-free).

Requests for documents should be directed to Information Agent for
the tender offer and consent solicitation:

     Georgeson Inc.
     17 State Street, 10th Floor
     New York, NY 10004
     Tel (888) 605-7583 (toll-free)
     (212) 440-9800

                    About Friendly Ice Cream

Friendly Ice Cream Corporation -- http://www.friendlys.com/--
(AMEX: FRN) is a vertically integrated restaurant company serving
signature sandwiches, entrees and ice cream desserts in a
friendly, family environment in 515 company and franchised
restaurants throughout the Northeast United States.  The company
also manufactures ice cream, which is distributed through more
than 4,000 supermarkets and other retail locations.  With a 72-
year operating history, Friendly's enjoys strong brand recognition
and is currently remodeling its restaurants and introducing new
products to grow its customer base.
                           
In its July 1, 2007 balance sheet, Friendly Ice Cream Corporation
reported total assets of $213.7 million and total liabilities of
$346.4 million resulting in a total stockholders' deficit of
$132.7 million.

                         *     *     *

As reported in the Troubled Company Reporter on June 20, 2007,
Standard & Poor's Ratings Services said that its ratings,
including the 'B-' corporate credit rating, Friendly Ice Cream
Corp. remain on CreditWatch with developing implications.


FUNDACION INC: Case Summary & 15 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Fundacion Dr. Manuel de la Pila Iglesias, Inc.
        aka Hospital Dr. Pila
        aka Villa Ponce Housing
        2445 Las Americas Avenue
        P.O. Box 331910
        Ponce, PR 00731

Bankruptcy Case No.: 07-04459

Type of Business: The Debtor operates a Puerto-Rican hospital.
                  See http://www.drpila.com/

Chapter 11 Petition Date: August 9, 2007

Court: District of Puerto Rico (Old San Juan)

Debtor's Counsel: Fausto D. Godreau Zayas, Esq.
                  Latimer, Biaggi, Rachid & Godreau
                  P.O. Box 9022512
                  San Juan, PR 00902-2512
                  Tel: (757) 724-0230
                  Fax: (787) 724-9171

Total Assets: $55,930,498

Total Debts:  $53,455,603

Debtor's List of its 15 Largest Unsecured Creditors:

   Entity                               Claim Amount
   ------                               ------------
Cesar Castillo Inc.                       $1,929,103
P.O. Box 191149
San Juan, PR 00919-1149

Autoridad Energia Electrica               $1,923,286
P.O. Box 7355
Ponce, PR 00732-7355

Westernbank                               $1,124,297
P.O. Box 1180
Mayaguez, PR 00681-1180

Treasury Department                       $3,243,800
P.O. Box 9024140
San Juan, PR 00902-4140

Corp. Fondo del Seguro del Estado         $1,042,047
Ofic Regional de Ponce
P.O. Box 330949
Ponce, PR 00733-0949

Caribbean Emergency Physicians, P.S.C.      $466,407
P.O. Box 7405
San Juan, PR 00936-1605

Abbot                                       $369,625
P.O. Box 9777
San Juan, PR 00908-0777

Puerto Rico Hospital Supp.                  $344,646
P.O. Box 158
Carolina, PR 00986-0158

Ponce Diagnostic Radiology                  $307,203
P.O. Box 801143
Coto Laurel, PR 00780-1143

Rehabcare Group Inc.                        $283,044
P.O. Box 502096
St. Louis, MO 63150-2096

Navigant Consulting Inc.                    $200,501

Mallinckrodt Caribe Inc.                    $168,734

Banco Popular de Puerto Rico                $139,496

Praxiar Puerto Rico Inc.                     $53,316

Isla Lab Products Corp.                      $61,094


G REIT INC: Sells Madrona Buildings Portfolio for $52.5 Million
---------------------------------------------------------------
G REIT Inc. president and chief executive officer Scott D. Peters
disclosed the sale of the Madrona Buildings portfolio.  The
disposition closed on Aug. 2, 2007.  The Madrona Buildings
portfolio was sold for $52,500,000 to Dominguez Industrial Center.  

Kevin Shannon of CB Richard Ellis Inc. represented G REIT and the
buyer in the transaction.  The Madrona Buildings portfolio was
originally purchased in March 2004 for $45,900,000.  After payment
of a related mortgage loan, closing costs and other transaction
expenses, and the return of lender required reserves, G REIT's net
cash proceeds from the sale were approximately $15,034,000.
    
The Madrona Buildings portfolio is a four-building Class A office
complex in the Los Angeles suburb of Torrance, California.  The
two and three-story architecturally distinctive buildings surround
a landscaped garden with streams, reflecting pools, rock
formations, and waterfalls.  

With approximately 211,000 square feet of gross leaseable area,
the property is nearly 87 percent leased by three tenants: NavCom
Technology, Kaiser Foundation Health Plan, and American Honda
Motor Company.
    
Pursuant to a stockholder-approved plan of liquidation, G REIT
sold ten properties in 2006, and seven thus far in 2007.  Eight G
REIT properties remain and are currently being marketed for sale.
In G REIT's March 31, 2007 Quarterly Report on Form 10-Q,
management estimated a cumulative net liquidation value of
approximately $10.99 per share of common stock.

Triple Net Properties, LLC, the advisor to G REIT, Inc., is a
wholly owned subsidiary of NNN Realty Advisors Inc.

                        About G REIT Inc.

Headquartered in Santa Ana, California, G REIT Inc. is operating
under the plan of liquidation.  On Dec. 19, 2005, the company's
board of directors approved a plan of liquidation which was
thereafter approved by its stockholders.  The company's plan of
liquidation contemplates the orderly sale of all its assets, the
payment of its liabilities and the winding up of operations and
the dissolution of the company.  The company has engaged Robert A.
Stanger & Co. Inc., or Stanger, to perform financial advisory
services in connection with its plan of liquidation, including
rendering opinions as to whether its net real estate liquidation
value range estimate and the company's estimated per share
distribution range are reasonable.  As of March 31, 2007, net
assets in liquidation amounted to $284.84 million.


GALE FORCE: S&P Puts BB Prelim. Rating on $17.9MM Class E Notes
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to Gale Force 4 CLO Ltd./Gale Force 4 CLO Corp.'s
$420.8 million floating-rate notes due August 2021.
     
The preliminary ratings are based on information as of Aug. 9,
2007.  Subsequent information may result in the assignment of
final ratings that differ from the preliminary ratings.
     
The preliminary ratings reflect:

     -- The expected commensurate level of credit support in the
        form of subordination to be provided by the notes junior
        to the respective classes, and by the income notes and
        overcollateralization;

     -- The cash flow structure, which was subjected to various
        stresses requested by Standard & Poor's; and

     -- The transaction's legal structure, including the issuer's
        bankruptcy remoteness.
   
   
Preliminary Ratings Assigned
           Gale Force 4 CLO Ltd./Gale Force 4 CLO Corp.
   
          Class                   Rating          Amount
          -----                   ------          ------
          A-1A                    AAA          $310,320,000
          A-1B                    AAA           $34,480,000
          B                       AA            $12,400,000
          C                       A             $28,500,000
          D                       BBB           $17,200,000
          E                       BB            $17,900,000
          Income notes            NR            $41,352,000
   

                         NR -- Not rated.


HEALD COLLEGE: Moody's Places Ba1 Corporate Family Rating on Watch
------------------------------------------------------------------
Moody's Investors Service maintains on watchlist for possible
downgrade the Ba1 rating on Heald College's Series 1999 bonds.  
The rating applies to $13 million of debt issued through the
California Educational Facilities Authority.

Moody's placed the rating on watchlist in April 2007, upon receipt
of the FY2006 financial statements which included a disclosure
that Heald had entered into a binding asset purchase agreement (as
of December 2006) and was expected to be sold to Palm Ventures
LLC, a for-profit company.  The transaction was contingent upon
the approval of the California Attorney General, the Department of
Education and the transfer of the College's accreditation.
Assuming approvals, the change of control was originally expected
to occur in the second calendar quarter of 2007.

At this time the transaction has not closed.  Based on information
on the accrediting agency's website, the change in control was
approved and the college was removed from probation.  At this time
we have not received any additional information from the College
on why the transaction has not closed or what the current expected
timeline is.

Moody's review will be dependent primarily on any revisions to the
college's capital structure based on the sale, especially related
to any refinancing or changes to the Series 1999 bonds.  If the
tax-exempt Series 1999 bonds are not refinanced in conjunction
with the sale of the college, our review will be based on the
ultimate financial position of the new entity.

                          Legal Security

The bonds are secured by the college's general obligation pledge,
as well as a mortgage lien on three properties, including the San
Jose Campus, Rancho Cordova campus in Sacramento and its corporate
headquarters in San Francisco.  In addition, the bonds are backed
by a fully funded debt service reserve fund.

                     Interest Rate Derivatives

The college entered into one swap agreement related to $9 million
of privately placed bonds.  Under the agreement, Heald pays a
fixed rate in exchange for a variable rate payment based on LIBOR.
The college has not needed to post collateral under the agreement.


HOLLINGER INC: Court Sets Aug. 28 Chap. 15 Petition Hearing
-----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware will
convene a hearing at 10:00 a.m. Eastern Time on Aug. 28, 2007,
to consider the Chapter 15 petition filed by Hollinger Inc. as
foreign representative of itself and its debtor-affiliates.

Interested parties have until 4:00 p.m., Eastern time on Aug. 22,
2007, to file their responses or objections to the petition.

Lawyers at Morris, Nichols, Arsht & Tunnell, LLP and at Weil,
Gotshal & Manges, LLP represent the Foreign Representative and
debtor-affiliates in this case.

The Debtors (TSX: HLG.C)(TSX:HLG.PR.B) owns approximately 70.1%
voting and 19.7% equity interests in Sun-Times Media Group,
Inc.(formerly Hollinger International Inc.), a media company that
includes among its assets the Chicago Sun-Times newspaper,
Suntimes.com, and a number of community newspapers and websites
serving communities in the Chicago area.  See
http://www.hollingerinc.com/

The jointly administered cases were filed on August 1, 2007
(Bankr. D. Del. Case Nos. 07-11030 and 07-11031). The Debtors'
Chapter 15 filing has been reported in the Troubled Company
Reporter on August 3, 2007.


HOMEBANC CORP: Files Chapter 11 Bankruptcy Protection
-----------------------------------------------------
HomeBanc Corp., together with certain of its subsidiaries, filed
on Friday, Aug. 10, 2007, a voluntary petition for relief under
Chapter 11 of the U.S. Bankruptcy Code in the U.S. Bankruptcy
Court for the District of Delaware.

HomeBanc Corp. disclosed that after careful consideration, its
board of directors has authorized the company's management team to
seek protection for the company through the bankruptcy process in
order to best preserve the value of the company's remaining
assets.

HomeBanc believes that, under the protection of Chapter 11, it
will have the time and opportunity that it needs to achieve the
best possible value for the creditors and other constituencies of
its assets and operations, and to effect an orderly wind down of
the company.

HomeBanc previously announced on Aug. 7, 2007, that it was unable
to borrow any additional amounts under its credit facilities to
satisfy its mortgage loan funding obligations, and therefore would
no longer be accepting any mortgage loan applications or funding
any mortgage loans previously originated and not yet funded.  The
company also announced that it had determined to exit the mortgage
loan origination business.

Kevin D. Race, HomeBanc's president and chief executive officer,
stated, "The recent disruptions in the mortgage loan and real
estate markets have been dramatic -- in terms of both magnitude
and timing.  These conditions have had a severely negative effect
on HomeBanc's liquidity and business operations, and have put
HomeBanc in an untenable business position going forward.  It is

incredibly unfortunate that HomeBanc, a company that has been
built upon a foundation of exceptional people, has become a victim
of the rapid and utter deterioration in the market.  We believe
that, by seeking Chapter 11 bankruptcy protection, we will be
provided with an opportunity to achieve the highest value in
exchange for our assets, and therefore benefit our creditors."

                       About HomeBanc Corp.

HomeBanc Corp. -- http://www.homebanc.com/-- is the parent  
holding company of HomeBanc Mortgage Corporation, a mortgage
banking company that historically focused on originating primarily
prime purchase money residential mortgage loans in the Southeast
United States.  HomeBanc is headquartered in Atlanta, Georgia, and
has offices in Georgia, Florida, North Carolina and Tennessee.


HOMEBANC CORP: Case Summary & 72 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: HomeBanc Corp.
        2002 Summit Boulevard, Suite 100
        Atlanta, GA 30319

Bankruptcy Case No.: 07-11080

Debtor-affiliates filing separate Chapter 11 petitions:

      Entity                                  Case No.
      ------                                  --------
      HomeBanc Mortgage Corporation           07-11079
      HomeBanc Funding Corp.                  07-11081
      HomeBanc Funding Corp. II               07-11082
      HMB Acceptance Corp.                    07-11083
      HMB Mortgage Partners, LLC              07-11084

Type of Business: The Debtors are residential mortgage bankers.
                  See http://homebanc.com/

Chapter 11 Petition Date: August 9, 2007

Court: District of Delaware (Delaware)

Judge: Kevin J. Carey

Debtors' Counsel: Joel A. Waite, Esq.
                  Young, Conaway, Stargatt & Taylor
                  The Brandywine Building
                  1000 West Street, 17th Floor
                  P.O. Box 391
                  Wilmington, DE 19899-0391
                  Tel: (302) 571-6600
                  Fax: (302) 571-0453

Debtors' financial condition as of June 30, 2007:

   Total Assets: $5,100,000,000

   Total Debts:  $4,900,000,000

Debtors' Consolidated List of its 72 Largest Unsecured Creditors:

   Entity                      Nature of Claim        Claim Amount
   ------                      ---------------        ------------
JP Morgan Chase Bank, N.A.     Master Repurchase      Unliquidated
c/o Michael Nicholson          Agreements, dated
707 Travis, 6th Floor North    Oct. 31, 2006 and
Houston, TX 77252              Jan. 23, 2007
Tel: (713) 216-5335

KeyBank, N.A.                  Master Repurchase      Unliquidated
c/o Craig Platt                Agreement, dated
127 Public Square              Oct. 31, 2006
OH-01-27-0406
Cleveland, OH 44114
Tel: (216) 689-5608

Commerzbank                    Master Repurchase      Unliquidated
Aktiengeseelschaft             Agreement, dated
New York Branch and Grand      Oct. 31, 2006
Cayman Branch
c/o Joseph J. Hayes
2 World Financial Center
New York, NY 10281
Tel: (212) 266-7518

U.S. Bank N.A.                 Master Repurchase      Unliquidated
c/o Willam Umscheid            Agreement, dated
800 Nicollet Mall              Oct. 31, 2006;
Mail Station BC-MN-HO3B        Amended & Restated
Minneapolis, MN 55402          Trust Agreement dated
Tel: (612) 303-3575            July 30, 2004; Sale &
                               Servicing Agreement,
                               dated July 30, 2004;
                               Indenture, dated
                               July 30, 2004 w/
                               Homebanc Mortgage Trust
                               2004-1, 2004-2,
                               2005-1, 2005-2,
                               2005-3, 2005-4
                               2005-5, 2006-2

BNP Paribas                    Master Repurchase      Unliquidated
c/o Kevin Ernst                Agreement, dated
787 Seventh Avenue             Oct. 31, 2006
28th Floor
New York, NY 10019
Tel: (212) 471-7061

JP Morgan Securities, Inc.     Master Repurchase      Unliquidated
c/o Michael Nicholson          Agreement, dated
707 Travis, 6th Floor North    Oct. 31, 2006
Houston, TX 77252
Tel: (713) 216-5335

DB Structured Products, Inc.   Master Repurchase      Unliquidated
c/o Tina Gu                    Agreement, dated
60 Wall Street                 Oct. 31, 2006
New York, NY 10005
Tel: (212) 250-0357

Fortis Capital Corp.           Master Repurchase      Unliquidated
c/o Barry Chung                Agreement, dated
520 Madison Avenue, 3rd Floor  Oct. 31, 2006
New York, NY 10022
Tel: (212) 340-5320

Bank Hapoalim B.M.             Master Repurchase      Unliquidated
c/o Helne H. Gateson           Agreement, dated
1177 Avenue of the Americas    Oct. 31, 2006
New York, NY 10036
Tel: (212) 782-2161

Fannie Mae                     Fannie Mae as soon     Unliquidated
3900 Wisconsin Avenue          as Pooled Agreement,
Northwest                      date Aug. 16, 2001
Washington, DC 20016-2892
Tel: (202) 752-7000

Freddie Mac                    Pooling Agreement      Unliquidated
8200 Jones Branch Drive
McLean, VA 22102-3110
Tel: (703) 903-2000

Liquid Funding Ltd.            Master Repurchase      Unliquidated
Cannon's Court                 Agreement, dated
22 Victoria Street             March 27, 2006
Hamilton HM 12 Bermuda
Attn. Corporate Secretary-
with a copy in all cases to:
Bear Stearns Plc, Investment
Manager of Liquid Funding, Ltd.
Block & Harcourt Centre
Charlotte Way
Dublin 2, Ireland
c/o Jerome Schneider/
Patrick Pehlan
Tel: (353-1) 402-6358
Fax: (353-1) 402-6308

Deutsche Bank                   Loan Repurchase       Unliquidated
31 West 52nd Street, 3rd Floor  Request
New York, NY 10019
Tel: (212) 250-7675
Fax: (212) 797-0521

First Charter                   Loan Repurchase       Unliquidated
c/o Richard H. Lester           Request
10200 David Taylor Drive
Charlotte, NC 28262
Tel: (704) 688-4646
Fax: (704) 365-8969

Bear Stearns Mortgage           Master Repurchase     Unliquidated
Capital Corporation             Agreement, dated
1 Metrotech Center North        April 29, 2004
7th Floor
Brooklyn, NY 11201-3859

Summit Parcel 2 L.P.            Lease Agreement,      Unliquidated
c/o Vickrum Mehra               dated June 25, 2003
P.O. Box 101990
Atlanta, GA 30392-1990

EMC Mortgage Corporation        Purchase, Warranties  Unliquidated
383 Madison Avenue              and Servicing Pact,
New York, NY                    dated July 1, 2004
Tel: (212) 272-6458
Fax: (212) 272-7382

Structured Asset Mortgage       Amended and Restated  Unliquidated
Investment II, Inc.             Trust Agreement,
383 Madison Avenue              dated July 30, 2004
New York, NY 10179

Wilmington Trust Company        Amended & Restated    Unliquidated
Rodney Square North             Trust Agreement,
100 North Market Street         dated July 30, 2004;
Wilmington, DE 19890            Sales & Servicing
Tel: (302) 651-1000             Agreement, dated
Fax: (302) 636-4140             July 30, 2004;
                                Indenture w/ HMB
                                Capital Trust IV,
                                dated June 25, 2006;
                                Amended & Restated
                                Declaration of Trust,
                                dated June 15, 2006

Wells Fargo Bank, N.A.          Sale & Servicing      Unliquidated
420 Montgomery Street           Agreement, dated
San Francisco, CA 94104         July 30, 2004;
                                Indenture, dated
                                July 30, 2004 w/
                                Homebanc Mortgage
                                Trust 2004-1,
                                2004-2, 2005-1,
                                2005-2, 2005-3,
                                2005-4, 2005-5,
                                2006-2; Second
                                Amended & Restated
                                Trust Pact, dated
                                Aug. 29, 2005;
                                Amended & Restated
                                Junior Subordinated
                                Indenture, dated
                                Aug. 29, 2005

Wells Fargo Delaware            Second Amended &      Unliquidated
Trust Company                   Restated Trust
c/o Sandra G. Carreker, Pres.   Agreement, dated
919 North Market Street         Aug. 29, 2005
Suite 700
Wilmington, DE 19801
Tel: (302) 575-2002

Haley & Haley, LLC              Loan Closing Agent    Unliquidated
5855 Jimmy Carter Boulevard
Norcross, GA 30071

Hartley, Rowe & Fowler          Loan Closing Agent    Unliquidated
P.O. Box 489
6622 East Broad Street
Douglasville, GA 30133

HomeBanc Title Partners LLC     Loan Closing Agent    Unliquidated
7360 Bryan Diary Road
Suite 200
Largo, FL 33777

Horack Talley Pharr and         Loan Closing Agent    Unliquidated
Lowndes, P.A.
4701 Hedgemoore Drive
Suite 812
Charlotte, NC 28209-3281

Hudnall, Cohn & Abrams, P.C.    Loan Closing Agent    Unliquidated
3550 Engineer Drive, Suite 100
Norcross, GA 30071

James Sibold & Associates LLC   Loan Closing Agent    Unliquidated
100 Ashford Center North
Atlanta, GA 30338

Jenkins and Gallagher, LLC      Loan Closing Agent    Unliquidated
3115 Roswell Road, Suite 11
Marietta, GA 30062

John P. Joiner, Esq.            Loan Closing Agent    Unliquidated
317-B-South Hill Street
Griffin, GA 30224

Kane, Thomas & Brown, LLC       Loan Closing Agent    Unliquidated
9870 Highway 92, Suite 210
Woodstock, GA 30188

Kenneth R. Luther Law Office    Loan Closing Agent    Unliquidated
2655 Dallas Highway, Suite 210
Marietta, GA 30064

Lawhorn and Associates          Loan Closing Agent    Unliquidated
428 West Highland Avenue
Monroe, GA 30655

Medley & Kosakoski              Loan Closing Agent    Unliquidated
2839 Paces Ferry Road
Suite 850
Atlanta, GA 30339

Metro Title Trust               Loan Closing Agent    Unliquidated
5775-D Glenridge Drive
2nd Floor
Atlanta, GA 30328

Miller & Gaines                 Loan Closing Agent    Unliquidated
1590 Phoenix Boulevard
Suite 100
Atlanta, GA 30349

Miller & Miller                 Loan Closing Agent    Unliquidated
Attorneys at Law
319 South Sharon Amity Road
Charlotte, NC 28211

Morris, Manning & Martin LLP    Loan Closing Agent    Unliquidated
1600 Atlanta Financial Center
3343 Peachtree Road
Atlanta, GA 30326-1044

Morris/Hardwick/                Loan Closing Agent    Unliquidated
Schneider, LLC

Mortgagee Title Services Inc.   Loan Closing Agent    Unliquidated
1104 East Robinson Street
Orlando, FL 82801

Neel & Robinson, LLC            Loan Closing Agent    Unliquidated
2018 Powers Ferry Road
Suite 550
Atlanta, GA 30339

O'Kelley & Sorohan, LLC         Loan Closing Agent    Unliquidated
2170 Satellite Boulevard
Suite 375
Duluth, GA 30097

Shuping, Morse and Ross         Loan Closing Agent    Unliquidated
6259 Riverdale Road
Riverdale, GA 30274-1614

Slepian and Schwartz            Loan Closing Agent    Unliquidated
42 Eastbrook Bend
Peachtree City, GA 30269

Smith, Welch & Brittain         Loan Closing Agent    Unliquidated
P.O. Box 10
McDonough, GA 30253

Stephen F. White                Loan Closing Agent    Unliquidated
9425 South Main Street
Jonesboro, GA 30236

Sunshine Title Corporation      Loan Closing Agent    Unliquidated
7999 Philips Highway
Suite 303
Jacksonville, FL 32256

The Closing Agent               Loan Closing Agent    Unliquidated
33 North Summerlin Avenue
Orlando, FL 32801

Thompson, Redmond,              Loan Closing Agent    Unliquidated
Nicholson & Ray
Suite 109
5651 Whitesville Road
Columbus, GA 31904-9098

Tilley and Deems, LLC           Loan Closing Agent    Unliquidated
319 East Church Street
Cartersville, GA 30120

Tisinger Vance, P.C.            Loan Closing Agent    Unliquidated
100 Wagon Yard Plaza
Carrollton, GA 30117

Title One Services, LLC         Loan Closing Agent    Unliquidated
1410 North Westshore Boulevard
Suite 111
Tampa, FL 33607

Titlecorp of Florida, Inc.      Loan Closing Agent    Unliquidated
355 South Ronald
Reagan Boulevard
Longwood, FL 32750

UFC Title Insurance             Loan Closing Agent    Unliquidated
Agency, Inc.
7777 Glades Road, Suite 204
Boca Raton, FL 33434

Watson Title Insurance          Loan Closing Agent    Unliquidated
1435 West State Road 434
Suite 109
Longwood, FL 32750-7207

Weinstock & Scavo, P.C.         Loan Closing Agent    Unliquidated
3405 Piedmont Road, Suite 300
Atlanta, GA 30305

Weissman, Nowack, Curry and     Loan Closing Agent    Unliquidated
Wilco, P.C.
1225 Johnson Ferry Road
Suite 100
Marietta, GA 30068

PriceWaterhouse Coopers         Trade Debt                 $92,084

ACS Commercial Solutions        Trade Debt                 $88,278

First American Real             Trade Debt                 $70,574
Estate Sol

Kaiser, Mitsch & Associates     Trade Debt                 $49,935

Innovative Architects           Trade Debt                 $34,330

UCM/Proventure-Synergy          Trade Debt                 $34,110

NCP Solutions                   Trade Debt                 $33,786

DocFly LLC                      Trade Debt                 $31,044

Group 1 Software                Trade Debt                 $25,345

Internap Network Services       Trade Debt                 $23,921

CDW Direct                      Trade Debt                 $18,189

DS Murphy & Assco. Inc.         Trade Debt                 $16,425

DS Murphy & Associates          Trade Debt                 $12,970

Henderson Appraisal Company     Trade Debt                 $10,595

PBF Appraisals, LLC             Trade Debt                 $10,425


HOME DIRECTOR: June 30 Balance Sheet Upside-Down by $3.0 Million
----------------------------------------------------------------
Home Director Inc.'s consolidated balance sheet at June 30, 2007,
showed $5.1 million in total assets and $8.1 million in total
liaibilities, resulting in a $3.0 million total stockholders'
deficit.

The company's consolidated balance sheet at June 30, 2007, also
showed strained liquidity with $1.0 million in total current
assets available to pay $6.5 million in total current liabilities.

The company reported a net loss of $3.6 million for the second
quarter ended June 30, 2007, as compared to a net loss of $699,585
in the three months ended June 30, 2006.  The increased net loss
was primarily attributable to an increase of approximately
$2.3 million for compensation expense related to issuance of stock  
options of which there was no such expense in 2006; and a net
increase of approximately $500,000 of research & development,
sales & marketing and general & administrative expenses          
primarily due to increased number of personnel and personnel
related costs.

Revenues were approximately $450,000 for the three months ended
June 30, 2007, compared to approximately $11,000 for the three
months ended June 30, 2006.  The increase in revenues was
primarily attributable to businesses acquired during the first
quarter of 2007 and the balance is attributable to the company's
emergence from bankruptcy.

Full-text copies of the company's consolidated financial
statements for the quarter ended June 30, 2007, are available for
free at http://researcharchives.com/t/s?223a

                       Going Concern Doubt

Bedinger & Company CPAs, in Concord, Calif., expressed substantial
doubt about Home Director Inc.'s ability to continue as a going
concern after auditing the company's consolidated financial
statements for the year ended Dec. 31, 2006.  The auditing firm
pointed to the company's recurring losses from operations.

                       About Home Director

Headquartered in Fremont, California, Home Director Inc. --
http://www.homedirector.com/ -- provides home networking  
solutions to homeowners through a network of distribution and
technology business partners.  The company and its debtor-
affiliates filed separate chapter 11 petitions on Sept. 28, 2005.  
(Bankr. N.D. Calif. Lead Case No.: 05-45812).  Tracy Green, Esq.,
and Elizabeth Berke-Dreyfuss, Esq., at Wendel, Rosen, Black and
Dean, represent the Debtors.  The Debtors estimated their assets
at $10.6 million and Debts at $4.2 million when they filed for
bankruptcy.

Subsequent to the Bankruptcy Court's confirmation of Debtors'
Joint Plan of Reorganization on Oct 12, 2006, the company emerged
from Bankruptcy on Oct. 23, 2006.


HORNBECK OFFSHORE: Completes $186 Mil. Nabors Industries Buyout
---------------------------------------------------------------
Hornbeck Offshore Services Inc. has completed its acquisition of
20 offshore supply vessels and their related business from
certain affiliates of Nabors Industries Ltd. for cash
consideration of $186 million, plus the cost of the fuel inventory
on such vessels.

The Sea Mar Fleet is comprised of ten 200 class DP-1 new
generation OSVs and ten conventional OSVs.
    
The company also acquired one 285-foot DP-2 new generation OSV
currently under construction at a domestic shipyard with an
anticipated fourth quarter 2008 delivery. The total estimated cost
of this newbuild vessel, prior to allocation of construction
period interest, is approximately $34 million, of which
$7.3 million was paid to Nabors at closing.
    
All of the vessels acquired by Hornbeck Offshore are U.S. flagged
and qualify for U.S. coastwise trade under the "Jones Act" except
for one of the conventional vessels, which is foreign-flagged. In
addition, Hornbeck Offshore now manages five Nabors-owned Mexican
flagged vessels currently operating offshore Mexico.

                   About Nabors Industries Ltd.
    
Headquartered in Hamilton, Bermuda, Nabors Industries Ltd. (NYSE:
NBR) -- http://www.nabors.com/-- owns and operates approximately  
600 land drilling and approximately 800 land workover and well-
servicing rigs in North America.  Nabors' marketed offshore fleet
consists of 41 platform rigs, 14 jack-up units and 4 barge rigs in
the United States and multiple international markets.  Nabors
manufactures top drives and drilling instrumentation systems and
provides comprehensive oilfield hauling, engineering, civil
construction, logistics and facilities maintenance, and project
management services.

                  About Hornbeck Offshore Services

Based in Covington, Louisiana, Hornbeck Offshore Services Inc.
(NYSE: HOS) -- http://www.hornbeckoffshore.com/-- through its  
subsidiaries, provides offshore supply vessels for the offshore
oil and gas industry primarily in the United States Gulf of Mexico
and internationally.  Hornbeck Offshore currently owns a fleet of
over 80 vessels primarily serving the energy industry.

                         *     *     *

As of July 30, 2007, the company holds Moody's Ba3 long-term
corporate family rating, senior secured debt, and probability of
default.  The outlook is negative.

Standard & Poor's also placed the company's long-term foreign and
local issuer credit ratings at BB-.  The outlook is stable.


INSIGHT HEALTH: Moody's Withdraws "C" Corporate Family Rating
-------------------------------------------------------------
Moody's Investors Service withdrew all of the ratings of InSight
Health Services Corp., a wholly-owned subsidiary of InSight Health
Services Holdings Corp.

This action is in accordance with the commentary made in a press
release issued by Moody's on May 31, 2007 in which Moody's
downgraded InSight's Probability of Default Rating to a 'D'
following Holdings' announcement that it and InSight had filed
voluntary petitions for chapter 11 protection.  The company
successfully emerged from its pre-packaged re-organization on
Aug. 1, 2007.

These ratings have been withdrawn:

-- $300 million, senior secured floating rate notes due 2011,
    rated C (LGD5 - 76%)

-- $250 million ($194.5 million outstanding at time of bankruptcy
    filing; $55.5 million purchased and cancelled in 2005), 9.875%
    senior subordinated notes due 2011, rated C (LGD6, 100%)

-- Corporate Family Rating, rated C

-- Probability of Default Rating, rated D

InSight, headquartered in Lake Forest, California, provides
diagnostic imaging and information, treatment and related
management services.  It serves managed care entities, hospitals
and other contractual customers in more than 30 states, including
the following targeted regional markets: New England, California,
Florida, Arizona, the Carolinas and the Mid-Atlantic states.  For
the twelve months ended March 31, 2007 Holdings reported revenues
of about $291 million.


IPCS INC: Appoints Conrad Hunter as EVP and Chief Oprtg. Officer
----------------------------------------------------------------
iPCS Inc. hired Conrad J. Hunter as its executive vice president
and chief operating officer, effective Aug. 7, 2007.

Mr. Hunter spent the past 15 years in the wireless industry with
responsibilities for sales, marketing, and operations.  Prior to
joining iPCS, Mr. Hunter was with U.S. Cellular, most recently as
Vice President – Midwest Operations, where he was responsible for
the company's operations in Illinois, including Chicago, and
northwestern Indiana.  Prior to joining U.S. Cellular, Mr. Hunter
was with PrimeCo as a vice president/general manager for the
company's Virginia market.  Prior to that, Mr. Hunter spent 20
years with GTE Corporation in various managerial positions.

"We are delighted to have someone with Conrad's past successes and
shared vision for the future join iPCS," said Tim Yager, president
and chief executive officer of the company.  "Conrad's varied and
deep wireless experience makes him a valuable addition to iPCS's
executive team."

Headquartered in Schaumburg, Illinois, iPCS Inc. (Nasdaq: IPCS) --
http://www.ipcswirelessinc.com/-- is an affiliate of Sprint     
Nextel Corporation with the exclusive right to sell wireless
mobility communications network products and services under the
Sprint brand in 80 markets including markets in Illinois,
Michigan, Pennsylvania, Indiana, Iowa, Ohio and Tennessee.  The
territory includes key markets such as Grand Rapids (MI), Fort
Wayne (IN), Tri-Cities (TN), Scranton (PA), Saginaw-Bay City (MI)
and Quad Cities (IA/IL).  As of March 31, 2007, iPCS's licensed
territory had a total population of approximately 15 million
residents, of which its wireless network covered approximately
11.4 million residents, and iPCS had approximately 590,900
subscribers.

                          *     *     *

As reported in the Troubled Company Reporter on April 11, 2007,
Moody's Investors Service affirmed its B3 corporate family rating
for iPCS Inc.  The company's SGL-3 rating has also been affirmed.  
Moody's has changed its outlook for iPCS to developing.


JACK IN THE BOX: Earns $34.7 Mil. in Third Quarter Ended July 8
---------------------------------------------------------------
Jack in the Box Inc. reported earnings of $34.7 million for the
quarter ended July 8, 2007, compared with $27.8 million for the
same quarter a year ago.  Year-to-date net earnings increased to
$99.3 million versus $74.9 million for the same period last year.

For the quarter ended July 8, 2007, the company generated total
revenues of $680.2 million, consisting of restaurant sales of
$503.1 million, distribution and other sales of $144 million, and
franchised restaurant revenues of $33.1 million.  For the quarter
ended July 9, 2006, the company generated total revenues of
$643.3 million.

The company reported total assets of $1.4 billion, total
liabilities of $922.5 million, and total stockholders' equity of
$505.7 million as of July 8, 2007.

Total cash and cash equivalents held at July 9, 2007, was
$86.5 million that includes $47.8 million restricted cash.

Full-text copies of the company's financials are available for
free at http://researcharchives.com/t/s?225d

"Our success in executing the company's strategic plan has Jack in
the Box Inc. well on its way to another record year of earnings,"
said Linda A. Lang, chairman and chief executive officer.  "We're
growing our business, expanding our franchise operations, and,
through the holistic reinvention of the Jack in the Box brand,
broadening our appeal and becoming a preferred dining destination
for our guests."

                Third Quarter Financial Highlights

Same-store sales at Jack in the Box company restaurants were up
7.4% in the third quarter, with an increase in both average check
and transactions, on top of a year-ago increase of 2.9%.  Year to
date, same-store sales were up 6.4% on top of a 4.3% increase for
the same period last year.

The effective tax rate in the third quarter was 35.3% versus 34.1%
a year ago, with the lower rate in 2006 due primarily to specific
tax-planning initiatives and tax credits.

Capital expenditures were $38.3 million in the quarter compared
with $35 million in fiscal 2006.

Jack in the Box opened 10 new company and franchised restaurants
in the third quarter, the same as last year, and Qdoba opened 18
company and franchised restaurants versus 14 last year.  In the
quarter, Qdoba purchased nine franchised restaurants in western
Michigan, which it plans to develop as a company market.  Year to
date, Jack in the Box added 30 new restaurants, including 11
franchised locations, versus 19 new restaurants last year, which
included 4 franchised locations.  Qdoba added 60 new company and
franchised restaurants in the first three quarters of fiscal 2007
compared with 50 a year ago.  At July 8, the company's system
total comprised 2,107 company and franchised Jack in the Box
restaurants, including 58 with Quick Stuff(R) convenience stores,
and 371 company and franchised Qdoba restaurants.

                 Fiscal Year 2007 Guidance Update

Jack in the Box Inc. updated its earnings guidance and
certain underlying assumptions for fiscal year 2007 including,  
5.5%-6% same-store sales increase at Jack in the Box company-
operated restaurants; 3%-5% same-store sales increase at Qdoba
system restaurants; $38 million to $40 million in gains from the
sale of 75-80 restaurants to franchisees; tax rate of about 36%;  
45-50 new company and franchise-operated Jack in the Box
restaurants; 80-90 new company and franchise-operated Qdoba
restaurants; and $170 million to 175 million in capital
expenditures, including investment costs related to the Jack in
the Box restaurant re-image program, kitchen enhancements, and
Qdoba's third-quarter acquisition of nine franchised restaurants.

                     Fourth Quarter Guidance

Jack in the Box Inc. also reported the guidance for the fourth
quarter of 2007 and expected 4%-4.5% same-store sales increase at
Jack in the Box company-operated restaurants, on top of a 5.9%
increase in 2006.

"We're continuing to see positive sales trends and higher guest
satisfaction ratings in markets that have been re-imaged,"
Ms. Lang said.

                      About Jack in the Box

Headquartered in San Diego, California, Jack in the Box Inc.
(NYSE: JBX) -- http://www.jackinthebox.com/-- operates and  
franchises Jack in the Box(R) restaurants, with more than 2,000
restaurants in 17 states.  The company also operates a proprietary
chain of convenience stores called Quick Stuff(R), with more
than 50 locations, each built adjacent to a full-size Jack in
the Box  restaurant and including a major-brand fuel station.
Additionally, through a wholly owned subsidiary, the company
operates and franchises Qdoba Mexican Grill(R), with more than
300 restaurants in 40 states.

                          *     *     *

As reported in the Troubled Company Reporter on June 29, 2007,
Standard & Poor's Ratings Services revised its outlook on Jack in
the Box Inc. to stable from negative.

The ratings on Jack in the Box (including the 'BB-' corporate
credit rating) reflect leverage that improved to about 4.1x for
the 12 months ended April 15, 2007, from a high 4.5x after the
company's December 2006 $475 million term loan issuance.


JARDEN CORP: Resolves FTC's Challenge on K2 Inc. Buyout Deal
------------------------------------------------------------
Jarden Corporation has resolved the Federal Trade Commission's
challenge of its acquisition of K2 Inc. and completed its
acquisition of K2 on Aug. 8, 2007.

Under the terms of a consent order resolving the FTC's charges and
allowing the transaction to proceed, K2 sold assets related to
four types of monofilament fishing line: Cajun Line, Omniflex,
Outcast, and Supreme.
    
The revenues associated with the disposed assets were immaterial
to Jarden or K2.  "We are pleased to have reached this positive
outcome with the FTC, which enabled the closing of the K2
acquisition on the day its shareholders approved it,” Martin E.
Franklin, chairman and chief executive officer of Jarden, said.
“With the acquisition of K2 now closed, we are excited about the
opportunities ahead, with K2 as part of the Jarden family, as we
continue to create shareholder value by building our portfolio of
diversified, market- leading, niche consumer product brands."

Headquartered in Rye, New York, Jarden Corporation (NYSE: JAH) --
http://www.jarden.com/-- manufactures and distributes niche   
consumer products used in and around the home.  The company's
primary segments include Consumer Solutions, Branded Consumables,
and Outdoor.

                          *     *     *

As reported in the Troubled Company Reporter on July 31, 2007,
Standard & Poor's Ratings Services affirmed its bank loan and
recovery ratings on Jarden Corp.'s (B+/Stable/--) senior secured
financing in light of its planned $700 million add-on to its
existing $975 million senior secured term loan B.


JARDEN CORP: Completes $1.2 Billion Acquisition of K2 Inc.
----------------------------------------------------------
Jarden Corporation has completed its acquisition of K2 Inc.  The
transaction is valued at approximately $1.2 billion, including the
assumption or repayment of indebtedness.  Under the terms of the
agreement, K2 shareholders received 0.1118 of a share of Jarden
common stock plus $10.85 in cash, for each share of K2 common
stock held at closing.
    
On April 24, 2007, Jarden entered into a definitive agreement
under which Jarden has now acquired all of the outstanding shares
of K2 common stock.  The transaction was completed, after the
approval of the merger by K2 shareholders at a special
meeting of shareholders.  With the closing of the transaction,
trading in K2 common stock was halted at the close of business on
Aug. 8, 2007.
    
In connection with the completion of the acquisition, K2
purchased, as part of its tender offer and consent solicitation,
approximately $199 million, or approximately 99.5%, of the
aggregate principal amount of its outstanding 7-3/8% Senior Notes
due 2014.

As a result of the purchase, the amendments to the Indenture
pursuant to which the Notes were issued, effected by the Eighth
Supplemental Indenture, became operative.
    
The combination with K2 strengthens Jarden's Outdoor Solutions
segment through the addition of brands such as K2(R), Marker(R),
Marmot(R), Penn(R), Rawlings(R), Shakespeare(R), Volkl(R) and
Worth(R).
    
"We are extremely pleased to disclose the completion of our
acquisition of K2,” Martin E. Franklin, chairman and chief
executive officer of Jarden, said.  “This accretive transaction
represents the continuation of our strategy to create shareholder
value by building our portfolio of diversified, market-leading,
niche consumer product brands through acquisitions and organic
growth.”

“Adding K2's broad range of well- known brands to our already
diverse portfolio creates cross-selling opportunities both
domestically and internationally, expands our presence in
specialty channels, and offers both future revenue and cost
synergy opportunities,” Mr. Franklin added.  “In addition, adding
K2 has the effect of flattening Jarden's working capital cycle, as
the first quarter has historically been Jarden's highest cash flow
use quarter and K2's strongest cash flow quarter.  Finally, I
would like to welcome all of K2's employees to the Jarden family
and look forward to working with them to maximize the
opportunities this transaction will bring to Jarden.”

"Through our merger with Jarden, we have delivered value to our
shareholders, joined two companies with a shared culture of
developing strong brands and highly valuing our employee base, and
formed a strong platform from which to grow the businesses,”    
Richard J. Heckmann, K2's executive chairman of the board, said.
“We have worked closely with Jarden over the last several months
to prepare for a smooth transition.  Now that the merger has been
completed, I look forward to joining Jarden's board of directors
later this year and helping to guide the future success of the
combined company."
                  
                           About K2 Inc.

Headquartered in Carlsbad, California, K2 Inc. (NYSE: KTO) --
http://www.k2inc.net/-- designs manufactures and distributes
sporting equipment, apparel and accesories.  Its portfolio of
leading brands include Shakespeare(R), Penn(R), Pflueger(R),
Sevylor(R) and Stearns(R) in the Marine and Outdoor segment;
Rawlings(R), Worth(R) and Brass Eagle(R) in the Team Sports
segment; K2(R), Volkl(R), Marker(R) and Ride(R) in the Action
Sports segment; and Adio(R), Marmot(R) and Ex Officio(R) in the
apparel and footwear segment.

Adio(R), Atlas(R), Brass Eagle(R), Ex Officio(R), Hodgman(R),
JT(R), K2(R), Marker(R), Marmot(R), Penn(R), Pflueger(R), Planet
Earth(R), Rawlings(R), Ride(R), Sevylor(R), Shakespeare(R),
Sospenders(R), Stearns(R), Tubbs(R), Volkl(R), Worth(R) and Worr
Games(R) are trademarks or registered trademarks of K2 Inc. or its
subsidiaries in the United States or other countries.

                     About Jarden Corporation

Headquartered in Rye, New York, Jarden Corporation (NYSE: JAH) --
http://www.jarden.com/-- manufactures and distributes niche   
consumer products used in and around the home.  The company's
primary segments include Consumer Solutions, Branded Consumables,
and Outdoor.

                            *     *     *

As reported in the Troubled Company Reporter on July 31, 2007,
Standard & Poor's Ratings Services affirmed its bank loan and
recovery ratings on Jarden Corp.'s (B+/Stable/--) senior secured
financing in light of its planned $700 million add-on to its
existing $975 million senior secured term loan B.


JP MORGAN: Stable Performance Cues Fitch to Affirm Ratings
----------------------------------------------------------
Fitch Ratings affirms JP Morgan Chase commercial mortgage pass-
through certificates series 2005-LDP2 as:

  -- $50.4 million class A-1 at 'AAA';
  -- $549.7 million class A-1A at 'AAA';
  -- $257.1 million class A-2 at 'AAA';
  -- $367.4 million class A-3 at 'AAA';
  -- $122.7 million class A-3A at 'AAA';
  -- $561.3 million class A-4 at 'AAA';
  -- $123.4 million class A-SB at 'AAA';
  -- $247.9 million class A-M at 'AAA';
  -- $50 million class A-MFL at 'AAA';
  -- $216 million class A-J at 'AAA';
  -- Interest-only class X-1 at 'AAA';
  -- Interest-only class X-2 at 'AAA';
  -- $18.6 million class B at 'AA+';
  -- $41 million class C at 'AA';
  -- $26.1 million class D at 'AA-';
  -- $26.1 million class E at 'A+';
  -- $29.8 million class F at 'A';
  -- $26.1 million class G at 'A-';
  -- $44.7 million class H at 'BBB+';
  -- $29.8 million class J at 'BBB';
  -- $37.2 million class K at 'BBB-';
  -- $11.2 million class L at 'BB+';
  -- $14.9 million class M at 'BB';
  -- $11.2 million class N at 'BB-';
  -- $7.4 million class O at 'B+';
  -- $7.4 million class P at 'B';
  -- $11.2 million class Q at 'B-'.
  
Fitch does not rate the $29.4 million class NR.

The affirmations reflect the pool's stable performance and minimal
paydown since issuance.  As of the July 2007 reporting period, the
transaction has paid down 2% to $2.92 billion from $2.98 billion.  
Since issuance two loans (0.6%) have defeased.

There is one investment grade credit-assessed loan in the pool,
the Russ Building (2%).  It is secured by a 509,368 square foot
office building located in the Financial District submarket of San
Francisco, CA.

The servicer-reported year-end 2006 debt service coverage ratio
based on net operating income was 2.58 times compared to 2.25x at
issuance.  March 2007 occupancy also increased to 96% compared to
issuance at 87%.

There are no delinquent or specially serviced loans.


JP MORGAN: S&P Puts Low-B Prelim. Ratings on Six Cert. Classes
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to J.P. Morgan Chase Commercial Mortgage Securities Trust
2007-LDP12's $2.50 billion commercial mortgage pass-through
certificates series 2007-LDP12.
     
The preliminary ratings are based on information as of Aug. 9,
2007.  Subsequent information may result in the assignment of
final ratings that differ from the preliminary ratings.
     
The preliminary ratings reflect the credit support provided by the
subordinate classes of certificates, the liquidity provided by the
trustee, the economics of the underlying loans, and the geographic
and property type diversity of the loans.  Class A-1, A-2, A-3, A-
4, A-4FL, A-SB, A-1A, X, A-M, A-MFL, A-J, B, C, D, E, and F are
currently being offered publicly.  Standard & Poor's analysis of
the portfolio determined that, on a weighted average basis, the
pool has a debt service coverage of 1.27x, a beginning LTV of
113.2%, and an ending LTV of 108.5%.  The rated final maturity
date for these certificates is February 2051.
         
    
                   Preliminary Ratings Assigned
         J.P. Morgan Chase Commercial Mortgage Securities
                         Trust 2007-LDP12
   
       Class        Rating        Amount  Recommended credit
                                               Support
       -----        ------        ------   ----------------
       A-1          AAA         $18,981,000    30.000%
       A-2          AAA        $444,936,000    30.000%
       A-3          AAA        $346,187,000    30.000%
       A-4          AAA        $501,693,000    30.000%
       A-4FL        AAA        $100,000,000    30.000%
       A-SB         AAA         $54,171,000    30.000%
       A-1A         AAA        $287,299,000    30.000%
       X*           AAA      $2,504,667,937       N/A
       A-M          AAA        $150,467,000    20.000%
       A-MFL        AAA        $100,000,000    20.000%
       A-J          AAA        $197,242,000    12.125%
       B            AA+         $21,916,000    11.250%
       C            AA          $28,178,000    10.125%
       D            AA-         $21,916,000     9.250%
       E            A+          $12,523,000     8.750%
       F            A           $25,047,000     7.750%
       G            A-          $28,177,000     6.625%
       H            BBB+        $28,178,000     5.500%
       J            BBB         $28,177,000     4.375%
       K            BBB-        $28,178,000     3.250%
       L            BB+          $9,392,000     2.875%
       M            BB           $9,393,000     2.500%
       N            BB-          $6,261,000     2.250%
       P            B+           $6,262,000     2.000%
       Q            B            $6,262,000     1.750%
       T            B-           $3,131,000     1.625%
       NR           NR           $40,700,937      N/A
           

        *Interest-only class with a notional amount.

                  N/A -- Not applicable.

                     NR -- Not rated.


K2 INC: Completes $1.2 Bil. Buyout Deal With Jarden Corporation
---------------------------------------------------------------
K2 Inc. was acquired by Jarden Corporation for approximately
$1.2 billion, including the assumption or repayment of the
company's indebtedness.  Under the terms of the agreement, K2
shareholders received 0.1118 of a share of Jarden common stock
plus $10.85 in cash, for each share of K2 common stock held at
closing.
    
On April 24, 2007, K2 has entered into a definitive agreement with
Jarden, under which Jarden has now acquired all of the outstanding
shares of K2 common stock.  

The transaction was completed, after the approval of the merger by
K2 shareholders at a special meeting of shareholders.  With the
closing of the transaction, trading in K2 common stock was halted
at the close of business on Aug. 8, 2007.
    
In connection with the completion of the acquisition, K2
purchased, as part of its tender offer and consent solicitation,
approximately $199 million, or approximately 99.5%, of the
aggregate principal amount of its outstanding 7-3/8% Senior Notes
due 2014.

As a result of the purchase, the amendments to the Indenture
pursuant to which the Notes were issued, effected by the Eighth
Supplemental Indenture, became operative.
    
The combination with K2 strengthens Jarden's Outdoor Solutions
segment through the addition of brands such as K2(R), Marker(R),
Marmot(R), Penn(R), Rawlings(R), Shakespeare(R), Volkl(R) and
Worth(R).

                     About Jarden Corporation

Headquartered in Rye, New York, Jarden Corporation (NYSE: JAH) --
http://www.jarden.com/-- manufactures and distributes niche   
consumer products used in and around the home.  The company's
primary segments include Consumer Solutions, Branded Consumables,
and Outdoor.

                          About K2 Inc.

Headquartered in Carlsbad, California, K2 Inc. (NYSE: KTO) --
http://www.k2inc.net/-- designs manufactures and distributes
sporting equipment, apparel and accesories.  Its portfolio of
leading brands include Shakespeare(R), Penn(R), Pflueger(R),
Sevylor(R) and Stearns(R) in the Marine and Outdoor segment;
Rawlings(R), Worth(R) and Brass Eagle(R) in the Team Sports
segment; K2(R), Volkl(R), Marker(R) and Ride(R) in the Action
Sports segment; and Adio(R), Marmot(R) and Ex Officio(R) in the
apparel and footwear segment.

Adio(R), Atlas(R), Brass Eagle(R), Ex Officio(R), Hodgman(R),
JT(R), K2(R), Marker(R), Marmot(R), Penn(R), Pflueger(R), Planet
Earth(R), Rawlings(R), Ride(R), Sevylor(R), Shakespeare(R),
Sospenders(R), Stearns(R), Tubbs(R), Volkl(R), Worth(R) and Worr
Games(R) are trademarks or registered trademarks of K2 Inc. or its
subsidiaries in the United States or other countries.

                          *     *     *

As reported in the Troubled Company Reporter on April 30, 2007,
Moody's Investors Service placed the ratings of K2 Inc. under
review for possible downgrade, but affirmed its SGL-3 speculative
grade liquidity rating.  The ratings placed under review for
possible downgrade include the company's corporate family rating,
Ba3; probability-of-default rating, Ba3; and $200 million senior
unsecured notes due 2014, at B1 (LGD4, 61%).

The rating action was prompted by Jarden Corporation's (B1 CFR,
developing outlook) announcement that it has signed a definitive
merger agreement to acquire K2.


K2 INC: Jarden Corp. Deal Cues S&P to Withdraw Ratings
------------------------------------------------------
Standard & Poor's Ratings Services withdrew its 'BB' corporate
credit and senior unsecured debt ratings on K2 Inc. following the
announcement that K2 has been acquired by Jarden Corp.
(B+/Stable/--)for $1.2 billion, and that substantially all of
K2's rated debt has been repaid.  K2 had been placed on
CreditWatch with negative implications on April 26, 2007,
following the announcement the company would be acquired by
Jarden.


KELSON CANADA: S&P Withdraws Ratings at Company's Request
---------------------------------------------------------
Standard & Poor's Ratings Services withdrew its ratings on Kelson
Canada Inc., including the 'B-' long-term corporate credit rating,
'B' rating on the company's $427.9 million first lien due 2014,
and 'CCC' rating on its $171.2 million second lien loan due 2015.  
S&P withdrew the ratings at Kelson's request, as the company has
fully funded both loans.
     
Kelson is a Nova-Scotia-based wholly owned subsidiary of Harbinger
Capital Partners.  Assets include 678 MW of gas-fired combined-
cycle facilities in British Columbia (Island Cogeneration),
Alberta (Calgary Energy Centre), and California (King City).


LAGOON ONE: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: Lagoon One, Ltd.
        3201 Huntington
        Weston, FL 33332

Bankruptcy Case No.: 07-16319

Chapter 11 Petition Date: August 9, 2007

Court: Southern District of Florida (Fort Lauderdale)

Judge: John K. Olson

Debtor's Counsel: David Marshall Brown, Esq.
                  33 Northeast 2 Street, Suite 208
                  Ft. Lauderdale, FL 33301
                  Tel: (954) 765-3166

Estimated Assets: Unknown

Estimated Debts: $377,300

The Debtor does not have any creditors who are not insiders.


LANDRY'S RESTAURANTS: Completes Amendment & Waiver of Credit Deal
-----------------------------------------------------------------
Landry's Restaurants Inc. has completed an amendment and waiver of
its existing Credit Agreement, and obtained committed financing in
the event the company is required to replace its outstanding 7.50%
Senior Unsecured Notes.

The company obtained a temporary restraining order from the United
States District Court for the Southern District of Texas,
Galveston Division, which orders the Indenture Trustee of the
company's $400 million 7.50% Senior Unsecured Notes, to
immediately withdraw its Notice of Acceleration.

A temporary injunction hearing is scheduled for Aug. 16, 2007, in
the same Court to determine whether the injunction should
continue.

If it is determined that the Senior Unsecured Notes have been
accelerated, and are immediately due and payable, the company
plans to utilize its existing credit facility and new capital
commitment to satisfy its obligations under the Senior Unsecured
Notes.

"Based upon the financial strength and assets of the company, we
are pleased to announce that we have obtained an alternative
source of financing to the Senior Unsecured Notes,” the company's
chairman and CEO, Tilman J. Fertitta, said.  “Nevertheless, I want
to make it clear, this is not something that the company wants to
do or should have to do.  However, if we are not successful at the
court house, we need to have immediate financing in place to avoid
any harmful action by the Bond holders."

"The new proposed bank financing is on terms that are clearly less
advantageous to the Company than under its existing debt
structure,” Rick H. Liem, executive vice president and chief
financial officer, commented.  “If we are forced to draw on this
stand-by facility, we will be required to pay higher interest,
provide more security and have less flexibility on a shorter term
obligation.  There is no doubt that there will be irreparable harm
to the company if we are unsuccessful with the litigation.

                  About Landry's Restaurants Inc.

Headquartered in Houston, Texas, Landry's Restaurants Inc. (NYSE:
LNY) - http://www.landrysrestaurants.com/-- owns and operates
more than 300 restaurants, including Landry's Seafood House, Joe's
Crab Shack, The Crab House, Rainforest Cafe, Charley's Crab,
Willie G's Seafood & Steak House, The Chart House, and Saltgrass
Steak House.  Landry's also owns several icon developments,
including Downtown Aquariums in Houston and Denver.  The company
employs approximately 36,000 workers in 36 states.

                          *     *     *

As reported in the Troubled Company Reporter on Aug. 1, 2007,
Moody's Investors Service revised the probability of default
rating for Landry's Restaurants Inc. to B2/LD from B2.


LAURI HYYTI: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Lauri W. Hyyti
        dba Hyyti Properties
        dba Rock Market Studios
        dba Leo V Hyyti and Associates, Inc.
        dba Absolute Solutions
        P.O. Box 22728
        Chattanooga, TN 37422-2728

Bankruptcy Case No.: 07-13245

Chapter 11 Petition Date: August 9, 2007

Court: Eastern District of Tennessee (Chattanooga)

Debtor's Counsel: W. Lloyd Stanley, Jr., Esq.
                  633 Chestnut Street, Suite 630
                  Chattanooga, TN 37450-0603
                  Tel: (423) 634-2277
                  Fax: (423) 752-5020

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

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


LE-NATURE'S INC: Giant Eagle Wins Auction With $20 Million Bid
--------------------------------------------------------------
Giant Eagle Inc. on Thursday won an auction approved by the U.S.
Bankruptcy Court for the Western District of Pennsylvania for Le
Nature's Inc.'s bottling plant in Latrobe, Pennsylvania, the
Associated Press reports.  Giant Eagle's $20 million bid edged out
Cadbury Schweppes PLC's $19 million offer.

Giant Eagle intends to open the bottling plant in around eight
weeks, AP relates citing Giant Eagle spokesman Dick Roberts.

R. Todd Neilson, the Chapter 11 Trustee appointed in the Debtors'
bankruptcy proceedings had  set a $20 million price or the plant.  
Giant Eagle previously had lowered its offer to $18.9 million
after a review of the plant.  AP relates that at the Thursday
auction, Giant Eagle renewed its $20 million offer while Cadbury
Schweppes declined to increase theirs.

According to the report, the amount obtained from the sale will be
divided among creditors and companies that leased equipment to the
Debtors.

According to the chapter 11 trustee's counsel, Richard M.
Pachulski, Esq., at Pachulski, Stang, Ziehl, Young, Jones &
Weintraub LLP, other assets on the auction block for this month
include an 8,000-piece model train and jewelry, AP adds.

Headquartered in Latrobe, Pennsylvania, Le-Nature's Inc. --
http://www.le-natures.com/-- makes bottled waters, teas, juices       
and nutritional drinks.  Its brands include Kettle Brewed Ice
Teas, Dazzler fruit juice drinks and lemonade, and AquaAde
vitamin-enriched water.

Four unsecured creditors of Le-Nature's filed an involuntary
chapter 7 petition against the company on Nov. 1, 2006 (Bankr.
W.D. Pa. Case No. 06-25454).  On Nov. 6, 2006, two of Le-Nature's
subsidiaries, Le-Nature's Holdings Inc., and Tea Systems
International Inc., filed voluntary petitions for relief under
chapter 11 of the Bankruptcy Code.  Judge McCullough converted Le
Nature's Inc.'s case to a chapter 11 proceeding.  The Debtors'
cases are jointly administered.  The Debtors' schedules filed with
the Court showed $40 million in total assets and $450 million in
total liabilities.

Douglas Anthony Campbell, Esq., Ronald B. Roteman, Esq., and
Stanley Edward Levine, Esq., at Campbell & Levine, LLC, represents
the Debtors in their restructuring efforts.  The Court appointed
R. Todd Neilson as Chapter 11 Trustee.  Dean Z. Ziehl, Esq.,
Richard M. Pachulski, Esq., Stan Goldich, Esq., Ilan D. Scharf,
Esq., and Debra Grassgreen, Esq., at Pachulski, Stang, Ziehl,
Young, Jones & Weintraub LLP, represent the Chapter 11 Trustee.
David K. Rudov, Esq., at Rudov & Stein, and S. Jason Teele, Esq.,
and Thomas A. Pitta, Esq. at Lowenstein Sandler PC, represent the
Official Committee of Unsecured Creditors.  Edward S. Weisfelner,
Esq., Robert J. Stark, Esq., and Andrew Dash, Esq., at Brown
Rudnick Berlack Israels LLP, and James G. McLean, Esq., at Manion
McDonough & Lucas represent the Ad Hoc Committee of Secured
Lenders.  Thomas Moers Mayer, Esq., and Matthew J. Williams, Esq.
at Kramer Levin Naftalis & Frankel LLP, represent the Ad Hoc
Committee of Senior Subordinated Noteholders.


LELIA LOVE: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: Lelia E. Love
        c/o Allison E. Kennedy, Temporary Guardian
        57 Kerrywood Drive
        East Falmouth, MA 02536

Bankruptcy Case No.: 07-15008

Chapter 11 Petition Date: August 9, 2007

Court: District of Massachusetts (Boston)

Debtor's Counsel: Alex M. Rodolakis, Esq.
                  Garnick & Scudder, P.C.
                  32 Main Street
                  Hyannis, MA 02601
                  Tel: (508) 771-2320
                  Fax: (508) 771-3304

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

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


LIMITED BRANDS: Reports $644.5 Million Net Sales in August 2007
---------------------------------------------------------------
Limited Brands Inc. reported comparable store sales for the four
weeks ended Aug. 4, 2007, decreased 3% compared to the four weeks
ended Aug. 5, 2006.  The company reported net sales of
$644.5 million for the four weeks ended Aug. 4, 2007, compared to
sales of $656.6 million for the four weeks ended July 29, 2006.

The company reported a comparable store sales increase of 2%
for the thirteen weeks ended Aug. 4, 2007.  Net sales were
$2.6 billion compared to net sales of $2.4 billion last year.

The company reported a comparable store sales increase of 3% for
the 26 weeks ended Aug. 4, 2007.  Net sales were $4.935 billion
compared to net sales of $4.531 billion last year.

Net sales for 2007 include Express sales through July 6, 2007, the
closing date of the sale of a majority interest to affiliates of
Golden Gate Capital, and Limited Stores sales through Aug. 3,
2007, the closing date of the transfer of a majority interest to
affiliates of Sun Capital Partners.

Limited Brands (NYSE: LTD) through Victoria's Secret, Bath & Body
Works, C.O. Bigelow, Limited Stores, La Senza, White Barn Candle
Co., Henri Bendel and Diva London, presently operates 3,140
specialty stores.

The company's products are also available online at --
http://www.VictoriasSecret.com//-- http://w.BathandBodyWorks.com/   
-- and -- http://www.LaSenza.com/--

                          *     *     *

As reported in the Troubled Company Reporter on July 3, 2007,
Moody's Investors Service lowered both the long term and short
term ratings of Limited Brands, Inc. with a stable outlook.  
The downgrade is based upon the company's intention to raise an
additional $1.25 billion in debt, which will cause two out of
three credit metrics cited in Moody's press release of Nov. 15,
2006, to fall below a level that would prompt a downgrade.  This
rating action concludes the review for possible downgrade that was
initiated on June 22, 2007.

Moody's downgraded these ratings: Senior unsecured to Baa3 from
Baa2; Senior unsecured shelf at to (P) Baa3 from (P) Baa2;
Subordinated shelf at to (P) Ba1 from (P) Baa3; Preferred shelf at
to (P) Ba2 from (P) Ba1; Commercial paper to Prime-3 from Prime-2.


MARICOPA COUNTY: Moody's Holds B1 Rating on S. 1999A Revenue Bonds
------------------------------------------------------------------
Moody's Investors Service affirmed the B1 underlying rating on the
Maricopa County Industrial Development Authority Multifamily
Housing Revenue Bonds Senior Series 1999A.  The amount of debt
affected by the affirmation is about $5.72 million.  The rating
outlook on the bonds remains stable.  The 1999 Series A bonds
continue to be insured by MBIA and therefore carry MBIA's
financial strength rating of Aaa; the Subordinate bonds are not
rated nor insured.

The rating affirmation follows the restructuring of the Whispering
Palms transaction which occurred during the third quarter of 2004.
Following a series of negatively-impacting events, the property
was sold to a new 501c3 who as part of the restructuring provided
funding approximating $750,000 for rehabilitation purposes.
Previously underfunded senior debt service reserve funds were
fully restored.  Property management has been replaced. The
trustee was also replaced.  More recently, Whispering Palms was
88% occupied as June 2007, as slight decline being experienced
throughout Phoenix submarkets.

Moody's reviewed a combination of unaudited, annualized and
forecasted operating numbers for the years 2006 and 2007 submitted
by the property manager.  Debt service coverage is strong at 1.61
times.  Moody's expects Whispering Palms to continue its positive
momentum and for occupancy to stabilize.  These occupancy levels,
once stabilized are likely to further bolster debt service
coverage.  

Moody's expects Whispering Palms to maintain current occupancy and
stabilized rental revenues.  New management and ownership have
demonstrated strong efforts in turning the Whispering Palms
property around.  The new owner injected $750,000 in rehab efforts
for the property.  The trustee has confirmed the previously
underfunded senior debt service reserve fund to be fully
replenished.

                        Credit Strengths

* Senior debt service reserve fund is fully funded

* Property Management has been replaced by Bernard/Allison Inc.
   Bernard Allsion has extensive experience as a Receiver and as a
   manager of REO properties for lenders and other financial
   institutions

* Ownership has been assumed by a new 501c3; Rainbow Phoenix LLC

                        Credit Challenges

* Occupancy on the property needs to increase and stabilize

Whispering Palms Apartments, built in 1985, is a 200 unit market
rate complex currently serving a predominantly low to moderate
income clientele and is located within the west-central Phoenix
submarket, about four miles west of downtown Phoenix.  The
dominant land use in this relatively mature market area is single
and multifamily residential development with a limited commercial
and retail presence.

Bernard/Allison has extensive experience as a Receiver and as a
manager of REO properties for lenders and other financial
institutions.  Bernard/Allison has been appointed as Receiver on
over 20 properties consisting of more than 5,000 apartment units.
Accounting is one of the firms strengths, with one CPA, one
Chartered Accountant, and a full accounting department consisting
of 14 staff members.  Bernard/Allison has prepared and submitted a
full array of reports to the courts for receiverships and
bankruptcies.  Their staff members exceed 700 employees in five
states, currently managing over 22,000 apartment units.
Bernard/Allison has improved occupancy, reduced operating
expenses, and increased value for the benefit of all in each
receivership we have managed.

                           Outlook

The rating outlook on the senior bonds is stable.  Moody's
anticipates the current restructuring of the credit along with the
efforts of the current owner, newly appointed property managers
and trustees increase the likelihood of this turnaround.

What Could Change the Rating - Up

Increase in occupancy would translate to an increase in revenues
and net operating income.  Stabilization would need to be reached.

What Could Change the Rating - Down

Required withdrawals from the senior debt service reserve fund as
well as increasing vacancy levels would exert negative pressures
on net operating income.  Technical defaults resulting from the
borrower non-payment of required deposits to the trustee would
trigger a downgrade as well.


MEDIFACTS INT'L: Judge Walsh Confirms Amended Chapter 11 Plan
-------------------------------------------------------------
The Honorable Peter J. Walsh of the United States Bankruptcy Court
for the District of Delaware confirmed Medifacts International
Inc.'s Amended Chapter 11 Plan of Reorganization.

                       Treatment of Claims

Under the Plan, Administrative, Fee and Priority Tax Claims will
be paid in full on the effective date.

Series A Holders DIP Claims will be rolled over post-effecitived
ate, and the DIP agreement will be amended and restated.

Holders of Other Priority Claims will be paid in respect of the
holders' allowed clain in full, in cash.

At the Debtor's option, Miscellaneous Secured Claims will receive
either the return or the net proceeds the collateral securing the
claim.

Wachovia Bank National Association's Prepetition Secured Claim
will be treated as a continget secured claim in an unliquidated
amount.  To the extent not pai in full before confirmation,
Wachovia's claim will remain secured by a first priority lien
on the Wachovia Escrow.

On the effective date, holders of Convenience Claims will receive
a pro rata share of holders' respective claim, in cash.  In
Addition, Convenience claims will be transferred and assumed
by the litigation trust and the Debtor.

General Unsecured Claims will receive up to 100% of the amount of
their allowed unsecured claims.

Drs. Sandra and Bruce Garret's claim will also receive up to 100%
of the amount of their allowed claim.

Series A Holders' Interests holders will be exchanged for New
Series A Preferred in the reorganized Debtor.  Additionally,
Interests holders will receive from time to time the reserves
balances, net proceeds of avoidance actions and net proceeds of
the Garrett Litigation.

Holders of Equity Interest against the Debtor will be canceled
under the Plan.

Based in Rockville, Maryland, Medifacts International Inc. --
http://www.medifacts.com/-- provides quality clinical trial
services to pharmaceutical, biotech and medical device companies
that are developing therapeutic drugs and products.  The company
employs 176 people in the North America, China and Europe.  The
company filed for chapter 11 protection on Jan. 28, 2007 (Bankr.
D. Del. Case No. 07-10110).  Joseph A. Malfitano, Esq., at Young,
Conaway, Stargatt & Taylor, LLP, represents the Debtor in its
restructuring efforts.  When the Debtor filed for protection from
its creditors, it listed estimated assets and debts of $10 million
to $50 million.


MERITAGE MORTGAGE: Fitch Junks Ratings on Three Cert. Classes
-------------------------------------------------------------
Fitch Ratings has taken rating actions on Meritage Mortgage
Corporation asset-backed certificates as:

Series 2003-1
  -- Class M-1 affirmed at 'AA';
  -- Class M-2 affirmed at 'A+';
  -- Class M-3 downgraded to 'BB' from 'A';
  -- Class M-4 downgraded to 'B' from 'A-';
  -- Class M-5 downgraded to 'CCC/DR1' from 'BBB+';
  -- Class M-6 downgraded to 'CCC/DR2' from 'BBB';
  -- Class M-7 downgraded to 'C/DR5' from 'BBB-';

The affirmations reflect an adequate relationship between credit
enhancement and expected loss and affect approximately
$29.3 million in outstanding certificates.  The downgrades of
classes M-3 through M-7 affect approximately $6.4 million of the
outstanding certificates.

The negative rating actions reflect continued deterioration in the
relationship between CE and future loss expectations.  The
transaction is experiencing monthly losses that exceed the
available excess spread, resulting in substantial deterioration of
overcollateralization and preventing the OC from maintaining its
target amount.  As of the June 2007 distribution, the OC amount of
$1.0 million or 2.82% of the current collateral balance is below
the target amount of $1.9 million.  Non-performing loans comprise
18.68% of the pool.

The pool is seasoned 42 months and has a pool factor of 12.3%.

The mortgage pool consists of conventional, first and second lien,
adjustable- and fixed-rate residential mortgages.  The mortgage
loans were originated by Meritage Mortgage Corp.  The loans are
serviced by Provident Bank, unrated by Fitch.


MERRILL LYNCH: Moody's Affirms Low-B Ratings on Five Cert. Classes
------------------------------------------------------------------
Moody's Investors Service upgraded the ratings of four classes and
affirmed the ratings of 13 classes of Merrill Lynch Mortgage
Trust, Commercial Mortgage Pass-Through Certificates, Series 2002-
MW1 as:

-- Class A-2, $27,750,718, affirmed at Aaa
-- Class A-3, $120,974,334, affirmed at Aaa
-- Class A-4, $559,033,000, affirmed at Aaa
-- Class XC, Notional, affirmed at Aaa
-- Class XP, Notional, affirmed at Aaa
-- Class B, $41,951,000, affirmed at Aaa
-- Class C, $46,011,000, affirmed at Aaa
-- Class D, $10,826,000, upgraded to Aa1 from Aa2
-- Class E, $18,945,000, upgraded to Aa2 from A2
-- Class F, $17,592,000, upgraded to A3 from Baa2
-- Class G, $17,593,000, upgraded to Baa2 from Baa3
-- Class H, $18,945,000, affirmed at Ba1
-- Class J, $16,239,000, affirmed at Ba2
-- Class K, $5,413,000, affirmed at Ba3
-- Class L, $8,120,000, affirmed at B1
-- Class M, $13,532,000, affirmed at B3
-- Class N, $5,413,000, affirmed at Caa3

As of the July 13, 2007 distribution date, the aggregate
certificate balance has decreased by 13.6% to $935.6 million from
$1.1 billion at securitization.  The certificates are
collateralized by 90 loans, ranging in size from less than 1% to
7.5% of the pool, with the top 10 loans representing 44.4% of the
pool.  The pool includes two investment grade shadow rated loans,
representing 13% of the pool.  Twenty-six loans, representing
32.9% of the pool, have defeased and are collateralized by U.S.
government securities.

Three loans have been liquidated from the pool, resulting in an
aggregate realized loss of about $9 million.  Currently there are
no loans in special servicing.  Twenty-four loans, representing
25.9% of the pool, are on the master servicer's watchlist.

Moody's was provided with year-end 2006 operating results for
96.1% of the pool.  Moody's weighted average loan to value ratio
for the conduit component, excluding defeased loans, is 88.9%,
compared to 90.2% at Moody's last full review in January 2006.
Moody's is upgrading Classes D, E, F and G due to defeasance,
increased credit support and overall pool performance.

The largest shadow rated loan is the Burbank Empire Center Loan
($61.8 million - 6.6%), which is secured by the borrower's
interest in a 613,800 square foot retail shopping center located
in Burbank, California.  The center is 100% occupied, the same as
at last review and at securitization.  Moody's current shadow
rating is Baa2, the same as at last review.

The second shadow rated loan is the U-Haul Portfolio Loan
($60.1 million - 6.4%), which is secured by 57 U-Haul self-storage
facilities located across 56 cities in 27 states.  The portfolio
totals 1.6 million square feet.  The loan amortizes on a 25-year
schedule and has amortized by about 7.2% since securitization.
Moody's current shadow rating is A3, compared to Baa1 at last
review.

The top three non-defeased conduit loans represent 16% of the
pool.  The largest conduit loan is the Seven Mile Crossing Loan
($34.1 million -- 3.7%), which is secured by a leasehold interest
in a three-building office complex totaling 346,000 square feet
located in Livonia (Detroit), Michigan.  The complex is 78.2%
occupied, compared to 92.2% at securitization.  Performance has
been impacted by the decline in occupancy and lower market rents
due to soft market conditions.  Moody's LTV is in excess of 100%,
compared to 89.9% at last review.

The second largest conduit loan is the Bear Run Village Apartments
Loan ($24.5 million -- 2.6%), which is secured by a 438-unit
multifamily property located in Pittsburg, Pennsylvania.  The
property was 85% occupied as of December 2006, compared to 96% at
securitization.  Performance has been impacted by a decline in
revenue and increased expenses.  Moody's LTV is in excess of 100%,
compared to 89.9% at last review.

The third largest conduit loan is the Keystone Technology Loan
($21.7 million -- 2.3%), which is secured by three office/R&D
buildings totaling 257,000 square feet located in Durham, North
Carolina.  The property is currently 90.0% occupied, compared to
100% at securitization. Performance has been impacted by the
decline in occupancy and lower market rents.  Moody's LTV is in
excess of 100%, compared to 89.9% at last review.


MORGAN STANLEY: Moody's Junks Rating on $2.6 Mil. Class M Certs.
----------------------------------------------------------------
Moody's Investors Service upgraded the ratings of two classes and
affirmed the ratings of 13 classes of Morgan Stanley Dean Witter
Capital I Trust 2001-TOP3, Commercial Mortgage Pass-Through
Certificates, Series 2001-TOP3 as:

-- Class A-2, $17,195,009, affirmed at Aaa
-- Class A-3, $26,902,623, affirmed at Aaa
-- Class A-4, $617,439,000, affirmed at Aaa
-- Class X-1, Notional, affirmed at Aaa
-- Class X-2, Notional, affirmed at Aaa
-- Class B, $30,843,000, affirmed at Aaa
-- Class C, $28,273,000, upgraded to Aa2 from A1
-- Class D, $12,852,000, upgraded to A1 from A3
-- Class E, $17,992,000, affirmed at Baa2
-- Class F, $11,566,000, affirmed at Baa3
-- Class G, $11,566,000, affirmed at Ba1
-- Class H, $10,281,000, affirmed at Ba2
-- Class J, $8,996,000, affirmed at B1
-- Class L, $5,140,000, affirmed at B3
-- Class M, $2,570,000, affirmed at Caa1

As of the July 16, 2007 distribution date, the transaction's
aggregate certificate balance has decreased by about 20.8% to
$814.2 million from $1 billion at securitization.  The
certificates are collateralized by 140 mortgage loans.  The loans
range in size from less than 1% to 6.5% of the pool, with the top
10 loans representing 31.9% of the pool.  

The pool consists of two shadow rated loans, representing 8.2% of
the pool, and a conduit component, representing 71.9% of the pool.
Sixteen loans, representing 19.9% of the pool, have defeased and
have been replaced with U.S. Government securities.  Four loans
have been liquidated from the trust resulting in aggregate
realized losses of approximately $1.6 million.  One loan,
representing 1.2% of the pool, is in special servicing.  Moody's
is estimating a significant loss from the specially serviced loan.
Twenty-four loans, representing 15.5% of the pool, are on the
master servicer's watchlist.

Moody's was provided with full-year 2006 operating results for 89%
of the performing loans. Moody's loan to value ratio for the
conduit component is 75.1% compared to 79.6% at last review and
compared to 75.7% at securitization.  Moody's is upgrading Classes
C and D due pay downs, defeasance and improved pool performance.

The largest shadow rated loan is the Federal Plaza Loan
($33.9 million -- 4.2%), which is secured by a 242,000 square foot
anchored retail center located approximately 20 miles north of
Washington, D.C. in Rockville, Maryland.  As of March 2007 the
center was 99% occupied, compared to 100% at last review and
compared to 98.4% at securitization.  Major tenants include
T.J.Maxx (12.8% GLA; lease expiration January 2012), CompUSA
(11.7% GLA; lease expiration April 2011), and Ross Dress for Less
(12.1% GLA; lease expiration January 2014).  Performance has
improved since last review due to an increase in rent and loan
amortization.  Moody's current shadow rating is A3, compared to
Baa1 at last review and compared to Baa3 at securitization.

The second shadow rated loan is the 111 Pine Street Loan
($32.6 million -- 4%), which is secured by a 210,000 square foot
office building located in the Financial District of San
Francisco, California.  The San Francisco office market has
experienced a significant decline since securitization, which has
impacted the property's rental rates.  The property's overall
performance, as compared to securitization, has declined due to
decreased rents from lease expirations.  The property's
performance has improved somewhat since last review due to
increased revenue.  Moody's current shadow rating is below
investment grade, the same as at last review.  Moody's shadow
rating at securitization was Baa1.

The top three conduit loans represent 9.2% of the outstanding pool
balance.  The largest conduit loan is the 140 Kendrick Street Loan
($53.2 million - 6.5%), which is secured by three Class A office
buildings located about 10 miles west of downtown Boston in
Needham, Massachusetts.  The buildings total 381,000 square feet
and are 100% leased to Parametric Technology Corporation as its
corporate headquarters through November 2012.  The property has
performed at the same level since securitization; occupancy
remains at 100%.  Moody's LTV is 73.7%, compared to 74.9% at last
review and compared to 77.3% at securitization.

The second largest conduit loan is the York Galleria Loan
($24.6 million -- 3%), which is secured by a 487,400 square foot
segment of a 769,300 square foot two-story enclosed mall located
in York, Pennsylvania, 20 miles south of Harrisburg and 45 miles
north of Baltimore.  This note represents a 50% portion of pari
passu loan.  As of March 2007 the property was 96% occupied,
compared to 100% at last review and compared to 85% at
securitization.  Performance has improved slightly due to increase
in revenue and loan amortization.  Moody's LTV is 78.1%, compared
to 80.7% at last review and compared to 83.9% at securitization.

The third largest conduit loan is the Providence Commons Shopping
Center Loan ($18.6 million -- 2.3%), which is secured by a 191,301
square foot anchored shopping center located in Charlotte, North
Carolina.  As of December 2006 the property was 100% occupied, the
same as at securitization.  Moody's LTV is 74.4%, compared to
75.4% at last review and compared to 80.8% at securitization.


MORGAN STANLEY: Fitch Holds B- Rating on $900,000 Class N Certs.
----------------------------------------------------------------
Fitch Ratings has affirmed Morgan Stanley Capital I Trust
Commercial Mortgage pass-through certificates series 2004-IQ8 as:

  -- $25.9 million class A-2 at 'AAA';
  -- $119 million class A-3 at 'AAA';
  -- $123.5 million class A-4 at 'AAA';
  -- $354.1 million class A-5 at 'AAA';
  -- Interest only class X-1 at 'AAA';
  -- Interest only class X-2 at 'AAA'
  -- $19 million class B at 'AA';
  -- $21.8 million class C at 'A';
  -- $7.6 million class D at 'A-';
  -- $8.5 million class E at 'BBB+';
  -- $4.7 million class F at 'BBB';
  -- $6.6 million class G at 'BBB-';
  -- $5.7 million class H at 'BB+';
  -- $2.8 million class J at 'BB';
  -- $3.8 million class K at 'BB-';
  -- $2.8 million class L at 'B+';
  -- $0.9 million class M at 'B';
  -- $0.9 million class N at 'B-'.

Fitch does not rate the $5.7 million class O certificates.  Class
A-1 has been paid in full.

The rating affirmations reflect stable performance and minimal
paydown since issuance.  As of the July 2007 distribution date,
the pool's aggregate certificate balance has decreased 6.0% to
$713.6 million from $759.2 million at issuance.  There are no
delinquent or specially serviced loans.

Fitch reviewed the transaction's four credit assessed loans and
their underlying collateral: Columbia Plaza (12.8%), Northbridge
Retail (9.6%), The Beverly Center (8.4%), World Apparel Center
(5.0%).  Due to their stable performance, the loans retain their
investment grade credit assessments.

Columbia Plaza is the largest loan in the transaction.  The loan
is collateralized by a 511,500 square foot office building in
Washington, DC.  As of year-end 2006, the property remains 100%
occupied by the United States General Services Administration,
unchanged from issuance.

Northbridge Retail is collateralized by a 682,418 sf regional mall
located in Chicago, IL and is anchored by Nordstrom.  The whole
loan consists of three pari-passu A-notes, of which A-3 is
contributed to this transaction.  As of YE 2006, occupancy has
increased to 94.0% from 89.0% at issuance.

The Beverly Center loan is secured by an 855,015 sf regional mall
located in Los Angeles, CA and is anchored by Bloomingdale's,
Macy's and Macy's Men's Store.  The whole loan consists of an A-
note, of which there are seven pari-passu pieces, a B-note and a
C-note.  The A-5 and A-7 notes were securitized in this
transaction. YE 2006 occupancy was 95.0%.

World Apparel Center loan is collateralized by a 1,150,705 sf
office building located in the Midtown area of New York, NY.  The
whole loan is divided into four pari-passu A-notes, of which only
the A-4 note has been included in this transaction.  YE 2006
occupancy was 91.0%.


MORGAN STANLEY: Fitch Downgrades Ratings on 19 Cert. Classes
------------------------------------------------------------
Fitch Ratings has taken rating actions on these Morgan Stanley
issues:

  -- Series 2001-WF1
  -- Class A affirmed at 'AAA';
  -- Class M1 affirmed at 'AA';
  -- Class M2 downgraded to 'B' from 'A';
  -- Class B1 downgraded to 'B' from 'BBB+', and placed on Rating
     Watch Negative.

  -- Series 2002-HE1
  -- Class A affirmed at 'AAA';
  -- Class M-1 affirmed at 'AA';
  -- Class M-2 downgraded to 'BBB+' from 'A';
  -- Class B-1 downgraded to 'B+' from 'BBB';
  -- Class B-2 downgraded to 'B' from 'BB+'.
  
  -- Series 2002-HE2
  -- Class A affirmed at 'AAA';
  -- Class M-1 affirmed at 'AA';
  -- Class M-2 rated 'A-', placed on Rating Watch Negative;
  -- Class B-1 remains at 'CCC'/DR2;
  -- Class B-2 remains at 'C'/DR6.
  
  -- Series 2002-NC2
  -- Class M-1 affirmed at 'AA';
  -- Class M-2 affirmed at 'BBB';
  -- Class B-1 downgraded to 'CCC' from 'B' and assigned a
     Distressed Recovery Rating of 'DR2'.
  
  -- Series 2002-NC6
  -- Class M-1 affirmed at 'AA+';
  -- Class M-2 downgraded to 'BBB' from 'A';
  -- Class B-1 downgraded to 'B+' from 'BB';
  -- Class B-2 downgraded to 'B' from 'BB-'.
  
  -- Series 2003-NC5
  -- Class M-1 affirmed at 'AA';
  -- Class M-2 affirmed at 'A';
  -- Class M-3 affirmed at 'A-';
  -- Class B-1 downgraded to 'BB' from 'BBB+';
  -- Class B-2 downgraded to 'B' from 'BBB';
  -- Class B-3 downgraded to 'B-' from 'BBB-' and assigned a
     Distressed Recovery Rating of 'DR1'.
  
  -- Series 2003-NC6
  -- Class M-1 affirmed at 'AA';
  -- Class M-2 affirmed at 'A';
  -- Class M-3 affirmed at 'A-';
  -- Class B-1 downgraded to 'BB+' from 'BBB+';
  -- Class B-2 downgraded to 'B' from 'BBB';
  -- Class B-3 downgraded to 'B-' from 'BB+' and assigned a
     Distressed Recovery Rating of 'DR1'.
  
  -- Series 2004-HE3
  -- Class A affirmed at 'AAA';
  -- Class M-1 affirmed at 'AA';
  -- Class M-2 affirmed at 'A';
  -- Class M-3 affirmed at 'A-';
  -- Class B-1 affirmed at 'BBB+';
  -- Class B-2 rated 'BBB', placed on Rating Watch Negative;
  -- Class B-3 downgraded to 'B' from 'BBB-'.
  
  -- Series 2004-NC5
  -- Class M-1 affirmed at 'AA';
  -- Class M-2 affirmed at 'A';
  -- Class M-3 affirmed at 'A-';
  -- Class B-1 affirmed at 'BBB+';
  -- Class B-2 downgraded to 'BB+' from 'BBB';
  -- Class B-3 downgraded to 'B' from 'BBB-'.
  
  -- Series 2004-WMC3
  -- Class M-1 affirmed at 'AA+';
  -- Class M-2 affirmed at 'AA';
  -- Class M-3 affirmed at 'AA-';
  -- Class M-4 affirmed at 'A+';
  -- Class M-5 affirmed at 'A';
  -- Class M-6 affirmed at 'A-';
  -- Class B-1 affirmed at 'BBB+';
  -- Class B-2, rated 'BBB', placed on Rating Watch Negative;
  -- Class B-3 downgraded to 'B' from 'BBB-'.
  
The affirmations reflect a stable relationship between credit
enhancement and future loss expectations and affect approximately
$749.3 million of outstanding certificates.

The negative rating actions reflect deterioration in the
relationship between available CE and future loss expectations and
affect approximately $83.7 million of outstanding certificates.

Series 2001-WF1 has a pool factor of 7%. It has experienced
cumulative losses to date of approximately 3.70% of its original
balance, and its overcollateralization has declined to
$714,007 or 7.65% (Note: OC is approximately $496,786 below its
target).  It has serious delinquencies (defined as loans 60+ days
delinquent, in bankruptcy, foreclosure, or real estate owned) of
33.78%.

Series 2002-HE1 has a pool factor of 8%.  It has experienced
cumulative LTD of approximately 2.30%.  Its OC has declined to
$2,899,258 or 3.96% (Note: OC is approximately $1,890,742 below
its target) and it has serious delinquencies of 37.63%.

Series 2002-HE2 has a pool factor of 7%.  It has experienced
cumulative LTD of approximately 2.35%.  Its OC has declined to $0
(Note: OC is approximately $3,114,084 below its target) and it has
serious delinquencies of 31.75%.

Series 2002-NC2 has a pool factor of 6%.  It has experienced
cumulative LTD of approximately 2.01%.  Its OC has declined to
$866,977 or 2.47% (Note: OC is approximately $2,066,057 below its
target) and it has serious delinquencies of 25.53%.

Series 2002-NC6 has a pool factor of 8%.  It has experienced
cumulative LTD of approximately 1.60%.  Its OC has declined to
$2,302,007 or 3.53% (Note: OC is approximately $1,897,672 below
its target) and it has serious delinquencies of 35.74%.

Series 2003-NC5 has a pool factor of 9%.  It has experienced
cumulative LTD of approximately 1.21%.  Its OC has declined to
$2,268,008 or 2.67$ (Note: OC is approximately $2,757,042 below
its target) and it has serious delinquencies of 19.92%.

Series 2003-NC6 has a pool factor of 9%.  It has experienced
cumulative LTD of approximately 1.40%.  Its OC has declined to
2,483,450 or 3.51% (Note: OC is approximately $1,488,626 below its
target) and it has serious delinquencies of 20.10%.

Series 2004-WMC3 has a pool factor of 17%.  It has experienced
cumulative LTD of approximately 0.97%.  It has serious
delinquencies of 20.54%.  Although the OC of 2004-WMC3 is
currently above the target amount due to the recent step-down of
the target amount in June 2007, the OC had been below the target
amount for the nearly one year prior to the step-down date due to
losses generally exceeding the available excess spread.  The
current target amount is $7,475,029 (4%).  The deteriorating
relationship of losses to excess spread in the trusts has put
negative pressure on the subordinate bonds.

Series 2004-NC5 has a pool factor of 16%.  It has experienced
cumulative LTD of approximately 0.70%.  Its OC has declined to
$3,116,898 or 2.65% (Note: OC is approximately $506,471 below its
target) and it has serious delinquencies of 18.56%.

Series 2004-HE3 has a pool factor of 16%.  It has experienced
cumulative LTD of approximately 1.02%.  It has serious
delinquencies of 14.77%.  Although the OC of 2004-HE3 is currently
above the target amount due to the recent step-down of the target
amount in June 2007, the OC had been below the target amount for
the nearly one year prior to the step-down date due to losses
generally exceeding the available excess spread.  The current
target amount is $11,139,270 (5.80%).  The deteriorating
relationship of losses to excess spread in the trusts has put
negative pressure on the subordinate bonds.

The mortgage loans consist of fixed- and adjustable-rate, 15- and
30-year mortgages extended to subprime borrowers and are secured
by first and second liens, primarily on one- to four-family
residential properties.  The NC series are backed by a majority of
collateral originated or acquired by New Century Capital
Corporation.  The WMC series is backed by a majority of collateral
originated or acquired by WMC, a mortgage banking company.  The WF
series is backed by a majority of collateral originated or
acquired by Wells Fargo Home Mortgage, Inc.  The HE series are
backed by collateral originated or acquired from multiple sellers.

The loans are serviced by various servicers, including Wells Fargo
Home Mortgage, Inc. (rated 'RPS1' by Fitch), HomEq Servicing Corp.
(rated 'RPS1'), Countrywide Home Loans, Inc. (rated 'RPS1'), Chase
Home Finance LLC (rated 'RPS1'), IndyMac Bank, FSB (rated
'RPS2+'), and Ocwen Financial Corp. (rated 'RPS2').


MORGAN STANLEY: Fitch Holds Low-B Ratings on Four Cert. Classes
---------------------------------------------------------------
Fitch upgrades Morgan Stanley Dean Witter Capital Trust's
commercial mortgage pass-through certificates, series 2001-IQ as:

  -- $8.9 million class F to 'AAA' from 'AA';
  -- $5.3 million class G to 'AA-' from 'A+';
  -- $5.3 million class H to 'A+' from 'A'.

In addition, Fitch has affirmed these classes:

  -- $155.7 million class A-3 at 'AAA';
  -- Interest-only class X-1 at 'AAA';
  -- Interest-only class X-2 at 'AAA';
  -- $22.3 million class B at 'AAA';
  -- $18.7 million class C at 'AAA';
  -- $5.3 million class D at 'AAA';
  -- $5.3 million class E at 'AAA';
  -- $10.7 million class J at 'BBB-';
  -- $3.6 million class K at 'BB+';
  -- $1.8 million class L at 'BB';
  -- $5.3 million class M at 'B';
  -- $1.8 million class N at 'B-'.

Fitch does not rate the $2.2 million class O.

Classes A-1 and A-2 have been paid in full.

The upgrades reflect the stable performance of the pool, as well
as increased credit enhancement due to paydown since issuance.  As
of the July 2007 distribution date, the pool's aggregate principal
balance has been reduced by 64.6% to $252.4 million from $713
million at issuance.

The deal has become increasingly concentrated with the top five
loans constituting 42.1% of the collateral balance.  In addition,
37 loans remain in the pool, down from 91 at issuance.

There are currently no delinquent loans or specially serviced
loans.

Fitch reviewed the remaining credit assessed loan, which maintains
an investment grade credit assessment.  The Town Center Plaza loan
(19.2%) is secured by 388,962 square feet of a retail shopping
center located in Leawood, KS.  The Fitch stressed DSCR as of
year-end 2006 was 1.65 times compared to 1.37x at issuance.  The
Fitch DSCR for the loan is calculated using borrower-provided net
cash flow less required reserves divided by debt service payments
based on the current balance using a Fitch stressed refinance
constant.


NUANCE COMMNS: Prices $220 Million Offer of Sr. Conv. Debentures
----------------------------------------------------------------
Nuance Communications Inc. priced its offering of $220 million
aggregate principal amount of 2.75% senior convertible debentures
due 2027 through an offering to qualified institutional buyers
pursuant to Rule 144A under the Securities Act of 1933, as
amended.  The sale of the debentures is expected to close today,
Aug. 13, 2007, subject to satisfaction of customary closing
conditions.  Nuance also granted the initial purchasers a 30-day
over-allotment option to purchase up to $30 million aggregate
principal amount of additional debentures.

The debentures will bear interest at a rate of 2.75% per year,
payable in cash semi-annually in arrears, beginning on Feb. 15,
2008.  The debentures will be convertible, subject to certain
conditions, into shares of Nuance's common stock at an initial
conversion rate of 51.3736 shares per $1,000 principal amount of
the debentures, which is equivalent to an initial conversion price
of about $19.47 per share and which represents a 22.5% premium to
the closing share price on Aug. 7, 2007, subject to adjustment
upon the occurrence of certain events.

Upon conversion of a debenture, a holder will receive cash in an
amount equal to the lesser of $1,000 and the conversion value and,
if the conversion value is greater than $1,000, payment of the
excess value in the form of cash and/or shares of Nuance's common
stock, at Nuance's option.  Nuance may redeem the Debentures in
whole or in part on or after Aug. 20, 2014.  Holders of the
Debentures may require Nuance to purchase all or a portion of
their debentures, in cash, on Aug. 15, 2014, Aug. 15, 2017, and
Aug. 15, 2022, and upon the occurrence of certain fundamental
changes.

Nuance intends to use the net proceeds from the offering, together
with cash on hand, to fund its previously announced acquisition of
Tegic Communications Inc.

                 About Tegic Communications Inc.

Headquartered in Seattle, Tegic Communications Inc. --
http://www.tegic.com/-- builds robust, innovative, embedded   
software designed to enhance communications on small mobile
devices.  The company has offices in Beijing, Hong Kong, London,
New Delhi, Paris, Sao Paulo, Seoul, Singapore, and Tokyo.  Tegic
is a subsidiary of AOL LLC.

                   About Nuance Communications

Based in Burlington, Massachusetts, Nuance Communications Inc.
(NASDAQ: NUAN), fka ScanSoft Inc., -- http://www.nuance.com/--    
provides speech and imaging solutions for businesses and consumers
around the world.  Its technologies, applications and services
that help users interact with information, and create, share and
use documents.

                          *     *     *

As reported in the Troubled Company Reporter on Aug. 9, 2007,
Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit rating on Burlington, Massachusetts-based Nuance
Communications Inc. and assigned its 'B-' rating to Nuance's
proposed $150 million senior unsecured convertible notes due 2027.  
Proceeds from the notes will be used to partially fund the
previously announced acquisition of Tegic Communications Inc.  
The outlook is positive.


NUANCE COMMUNICATIONS: Moody's Holds B1 Corporate Family Rating
---------------------------------------------------------------
Moody's Investors Service affirmed Nuance Communications Inc.'s B1
corporate family rating and revised the outlook to stable from
positive.  

The outlook revision was prompted by the company's recent
acquisitions of VoiceSignal Technologies Inc. and Tegic
Communications Inc, which management intends to fund primarily
with debt.  At the same time, Moody's also raised the rating of
the company's senior secured bank facilities to Ba3 from B1.

This rating was affirmed:

-- Corporate family rating -- B1

These ratings were revised:

-- $75 million senior secured revolving credit facility due 2012
    to Ba3, LGD3 (35%) from B1, LGD3 (46%)

-- $622 million senior secured term loan due 2013 to Ba3, LGD3
    (35%) from B1, LGD3 (46%)

The rating revisions reflect the increase in debt within the
capital structure that is subordinated to the senior secured first
lien credit facilities as well as the anticipation of a reduction
in the face amount of the first lien term loan.

The outlook is stable.

Moody's had previously commented that Nuance's ratings or outlook
could be impacted negatively if the company's leverage were to
exceed 4x due to debt-financed acquisitions or if significant
integration risks were to arise.  The company recently announced
plans to fund the Tegic acquisition through the issuance of
$220 million in senior unsecured convertible debt due 2027 which
includes a 30-day over-allotment option to purchase up to
$30 million of additional debt.  Pro forma for the new debt
issuance, the company will need to achieve significant cost
synergies from the acquisitions of VoiceSignal and Tegic for
leverage to remain below 4x.  While the company has successfully
integrated acquisitions in the past, Moody's notes that the pace
of recent acquisitions including Focus Infomatics, BeVocal,
VoiceSignal, and Tegic remains aggressive and increases the risk
of integration challenges.

Nuance's B1 corporate family rating is supported by the company's
leading positions within the voice recognition software industry,
recent success in integrating the Dictaphone business, and strong
cash flow generation capabilities.  The ratings are tempered by
the still modest scale of Nuance's business post the Dictaphone
acquisition, Nuance's limited track record as a standalone company
due to its rapid pace of acquisitions, and the likelihood of
additional acquisitions.

Nuance Communications, Inc., formerly ScanSoft, Inc., is a leading
provider of speech and imaging solutions for business and
consumers.


NYLSTAR INC: Chapter 11 Plan Gets Conditional Court Approval
------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Virginia
gave conditional approval to Nylstar Inc.'s Disclosure Statement,
which was filed concurrently with its Chapter 11 Plan of
Reorganization.  The order effectively authorizes the Debtor to
immediately solicit votes on its Plan.

The Court set the hearing for final approval of the Disclosure
Statement and confirmation of the Plan on Aug. 23, 2007,
11:00 a.m., at the U.S. Bankruptcy Court, 1101 Court Street,
Lynchburg, Virginia.  The Court also set Aug. 21, 2007 as the
deadline for filing objections to the Debtor's Disclosure
Statement.

The Debtor maintains that holding both hearings at the same time
will result in an expeditious and economical conclusion of the
case and will reduce the cost of administration.

                Treatment of Unclassified Claims

In its Plan, the Debtor proposes that each holder of an allowed
Administrative Claim will receive, on the Plan's distribution
date, cash equal to its unpaid portion.  Any administrative claim
incurred in the ordinary course of business will be paid in
accordance to the terms and conditions of any agreement.

Holders of Priority Tax Claims will be paid:

   * cash equal to its unpaid amount;
   * deferred cash payments over a period not exceeding six years
     after each claim's date of assessment; and
   * with certain values based on agreements between the Debtor
     and the tax claim holder.

                 Treatment of Classified Claims

The Debtor indicates in its Plan that holders of Class 1 Other
Priority Claims and Class 4 Convenience Claims will receive, in
full satisfaction, cash equal to the full amount of its allowed
claim.

The legal, equitable and contractual rights of the holders of
allowed Class 2 Other Secured Claims are unaltered by the Plan and
will be rendered unimpaired pursuant to section 1124 of the U.S.
Bankruptcy Code.

The holder of Class 3 Secured Loan Agreement Claim will receive:

   -- a 100% of the New Common Stock and the New PIK Preferred
      Stock issued by the Reorganized Debtor less the New
      Restricted Stock issued pursuant to a stock incentive
      management plan; and

   -- a reinstatement of $15 million in principal obligations
      under the Secured Loan Agreement, as restructured by a new
      Senior Credit Agreement between the Debtor and Bear Stearns     
      Investment Products, Inc.

Additionally, the holders of the following claims will not receive
or retain any property on account of their respective claims:

   1) Class 5 General Unsecured Claims;
   2) Class 6 Subordianted Section 510(a) Claims;
   3) Class 7 intercompany Claims;
   4) Class 8 Equity Interests; and
   5) Class 9 Other Equity Interests.

On the effective date, all Equity Interests will be cancelled and
extinguished.

                        About Nylstar Inc.

Headquartered in Ridgeway, Virginia, Nylstar Inc. --
http://www.nylstar.com/-- manufactures nylon fibers.  The company  
filed for Chapter 11 protection on July 5, 2007 (Bankr. W.D. Va.
Case No. 07-61227).  Richard C. Maxwell, Esq., at Woods, Rogers &
Hazlegrove, P.L.C., represents the Debtor.  No Official Committee
of Unsecured Creditors has been appointed to date on this case.  
In its schedules of assets and liabilities, the Debtor listed
total assets of $18,505,922 and total liabilities of $59,711,886.

The company's parent, Nysltar France, was placed into voluntary
administration or redressement judiciaire on July 6, 2007, by the
President of the Arras Commercial Court.  This is the French
equivalent of the United States' Chapter 11 process.


OCCULOGIX INC: Incurs $2.6 Million Net Loss in Qtr. Ended June 30
-----------------------------------------------------------------
OccuLogix Inc. reported on Aug. 8, 2007, its consolidated
financial results for the three months ended June 30, 2007.

The company reported a net loss of $2.6 million for the second
quarter ended June 30, 2007.  This compared to a net loss of   
$70.0 million for the comparable period in 2006, which included a
goodwill impairment charge of $65.9 million.  For the second
quarter of 2007, net revenues were $121,275 compared to $82,715 in
the second quarter of 2006.
The impairment of goodwill charge of $65.9 million represents the
write-down of the value of goodwill acquired on the purchase of
TLC Vision's 50% interest in OccuLogix L.P. on Dec. 8, 2004, to
its fair value as at June 30, 2006.  There was no comparable
charge in the three-month period ended June 30, 2007.

As of June 30, 2007, the company had cash and cash equivalents and
short term investments of $15.6 million.

At June 30, 2007, the company's consolidated balance sheet showed
$90.2 million in total assets, $21.6 million in total liabilities,
$1.1 million in minority interest, and $67.4 million in total
stockholders' equity.
Full-text copies of the company's consolidated financial
statements for the quarter ended June 30, 2007, are available for
free at http://researcharchives.com/t/s?2246

                       Going Concern Doubt

As reported in the Troubled Company Reporter on March 22, 2007,
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 financial statements for the year
ended Dec. 31, 2006.  The auditing firm pointed to the company's
recurring losses.

                       About OccuLogix Inc.

OccuLogix Inc. (NasdaqGM: OCCX) -- http://www.occulogix.com/  --    
is an ophthalmic therapeutic company in the business of
commercializing innovative treatments for age-related eye
diseases, including age-related macular degeneration, or AMD, and
glaucoma.


OPTION ONE: Fitch Lowers Ratings on Three Certificate Classes
-------------------------------------------------------------
Fitch Ratings has affirmed four and downgraded three classes from
Option One Mortgage Loan Trust:

  -- Classes A-1, A-2 and A-3 affirmed at 'AAA';
  -- Class M-1 affirmed at 'AA';
  -- Class M-2 affirmed at 'A+';
  -- Class M-3 affirmed at 'A';
  -- Class M-4 downgraded 'BBB' from 'A-', removed from Rating
     Watch Negative;
  -- Class M-5 downgraded to 'B' from 'BB+';
  -- Class M-6 downgraded to 'C' from 'BB', and assigned a
     Distressed Recovery of 'DR5'.

The mortgage loans for the above transaction consist of fixed- and
adjustable-rate conforming and non-conforming mortgage loans that
are secured by first or second liens on mortgaged properties.  All
of the loans in the mortgage trust were originated or acquired by
Option One Mortgage Corporation.

The affirmations affect approximately $100.7 million in
outstanding certificates and reflect adequate relationships of
credit enhancement to future loss expectations.  The classes with
negative rating actions reflect the deterioration in the
relationship of CE to future loss expectations and affects
$8 million.

The trust has a pool factor of 15%.  It has experienced cumulative
losses to date of approximately 0.94%.  The overcollateralization
has declined to approximately $1.36 million (or 1.77%), which is
approx. $1.79 million below target.  In contrast, the 60+
delinquency has had a steady incline the past year and is
currently 19.38%.

The mortgage loans are being serviced by Option One (rated 'RPS1',
Rating Watch Negative by Fitch) Mortgage Corporation.


PARK PLACE: Fitch Downgrades Rating on Class M-10 Certs. to B
-------------------------------------------------------------
Fitch Ratings has taken rating actions on these Park Place
Securities 2004-MCW1 mortgage pass-through certificates:

  -- Class A affirmed at 'AAA';
  -- Class M-1 affirmed at 'AA+';
  -- Class M-2 affirmed at 'AA';
  -- Class M-3 affirmed at 'AA-';
  -- Class M-4 affirmed at 'A+';
  -- Class M-5 downgraded to 'A-' from 'A';
  -- Class M-6 downgraded to 'BBB+' from 'A-';
  -- Class M-7 downgraded to 'BBB' from 'BBB+';
  -- Class M-8 downgraded to 'BB+' from 'BBB';
  -- Class M-9 downgraded to 'BB' from 'BBB', and removed from
     Rating Watch Negative;
  -- Class M-10 downgraded to 'B' from 'BBB-', and removed from   
     Rating Watch Negative.

The affirmations reflect a stable relationship between credit
enhancement and expected losses, and affect approximately
$246.14 million in outstanding certificates.  The negative rating
actions reflect deterioration in the relationship between CE and
expected losses, and affect approximately $112.5 million in
outstanding certificates.

The losses for this transaction have been greater than excess
spread for six of the past 12 months.  Overcollateralization has
been off its target for eight of the past 12 months.  The current
OC amount is $37.86 million (or 9.55%) and its target is
$42.3 million.  OC is expected to step down at month 36 from its
current amount to approximately $16.13 million (4.7%).  Cumulative
losses equal 1.37% and 60+ day delinquencies are at 26.01%.

The collateral in the aforementioned transaction consists of
fixed- and adjustable-rate, closed-end, first and second lien
subprime mortgage loans.  The loans were originated or acquired by
Ameriquest Mortgage Company, Town & Country Credit Corporation,
Argent Mortgage Company, LLC, and Olympus Mortgage Company.  All
of the mortgage loans are serviced by Countrywide Home Loans,
Inc., which is rated 'RPS1' by Fitch.


PIEDMONT HAWTHORNE: Moody's Places Corporate Family Rating at B1
----------------------------------------------------------------
Moody's Inventors Service confirmed all ratings of MRO
Acquisition, LLC, the debt-issuing subsidiary of Piedmont
Hawthorne Holdings, Inc, with the ratings outlook changed to
stable.  This concludes the review for downgrade commenced on
April 4, 2007 and follows the completion of the acquisition of
PHHI by DAE Aviation Holdings, Inc., a wholly-owned subsidiary of
Dubai Aerospace Enterprises.

Concurrent with the sale to DAE Aviation, all of MRO Acquisition's
senior secured debt has been repaid as a result of the sale.  
There is no other rated debt issued by MRO Acquisition or PHHI.
Therefore, Moody's will withdraw the all of MRO Acquisition's
ratings immediately after the confirmation of ratings.

Ratings confirmed and to be withdrawn:

Issuer: MRO Acquisition, LLC

-- Probability of Default Rating: B2
-- Corporate Family Rating: B1
-- Senior Secured Bank Credit Facility: B1

Outlook Actions:

Issuer: MRO Acquisition, LLC

-- Outlook, Changed To Stable From Rating Under Review

Headquartered in Tempe, Arizona, Piedmont Hawthorne Holdings Inc.,
under its trade name Landmark Aviation, is a leading provider of
Maintenance, Repair and Overhaul, Airport Fixed Base Operations,
and Aircraft Completion & Modification services to the general
aviation industry with facilities located throughout North
America.  MRO Acquisitions Corporation is a debt-issuing
subsidiary of PHHI.


POPULAR INC: Inks Deal to Acquire Citibank NA's Retail Business
---------------------------------------------------------------
Popular Inc. has signed a definitive agreement with Citibank N.A.,
a member of Citi, under which Popular Inc. will acquire Citibank's
retail business in Puerto Rico.
    
Citibank's retail operations consist of 17 financial centers,
approximately 230 employees, $1.1 billion in deposits and
$230 million in loans.
    
"This transaction further solidifies our leadership in Puerto
Rico," Richard L. Carrion, chairman of the board and chief
executive officer of Popular Inc., said.  "We are committed to
Puerto Rico, where Popular was founded more than a century ago.
The island's financial sector was expected to consolidate.  This
is a step in that direction."
    
"The deal continues to build our retail base in this competitive
financial market.  We are looking forward to serve our new
clientele with the innovation and values that set Popular apart,"
David H. Chafey Jr., president of Banco Popular de Puerto Rico,
said.
    
Popular will retain substantially all of Citibank's retail
business employees.  The transaction, which was unanimously
approved by the board of directors of both companies, is subject
to regulatory approval and other customary closing conditions.  
The transaction is expected to close in the fourth quarter of
2007.
    
Citigroup Global Markets acted as exclusive financial advisor to
Citibank N.A. Paul, Weiss, Rifkind, Wharton, & Garrison LLP served
as legal counsel to Citibank N.A., and Fiddler Gonzalez &
Rodriguez, PSC served as legal counsel to Popular Inc.

                        About Citibank N.A.

Headquartered in San Juan, Puerto Rico, Citibank N.A. --
http://www.citigroup.com/-- has had a presence in Puerto Rico  
since 1918, and the company has a consumer and corporate customer
base of more than 716,000 accounts.  The company's 2,000 employees
serve their local communities, providing banking services,
insurance and investment products to customers.
    
                        About Popular Inc.
    
Headquartered in in Puerto Rico, Popular Inc. (Nasdaq: BPOP) is a
full service financial institution with operations in Puerto Rico,
the United States, the Caribbean and Latin America.  With over 300
branches and offices, the company offers retail and commercial
banking services through its franchise, Banco Popular de Puerto
Rico, well as auto and equipment leasing and financing, mortgage
loans, consumer lending, investment banking, broker/dealer and
insurance services through specialized subsidiaries.  In the
United States, the company has established a community banking
franchise providing a broad range of financial services and
products to the communities it serves.  

                         *     *     *

AS reported in the Troubled Company Reporter on May 9, 2007, Fitch
Ratings has downgraded Individual rating of Popular Inc. to 'B/C'
from 'B'.


QUEBECOR WORLD: Weak Performance Cues S&P's Negative CreditWatch
----------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on printing
company Quebecor World Inc., including the 'B+' long-term
corporate credit rating, on CreditWatch with negative
implications.
     
"The CreditWatch placement reflect Quebecor World's ongoing weak
performance and our concerns that the company's earnings, credit
measures, and financial flexibility could weaken further due to a
challenging pricing environment, operating losses in its European
division, and intense competition," said Standard & Poor's credit
analyst Lori Harris.  "Furthermore, Quebecor World's waivers from
its bank group for certain financial covenants are only approved
through to the release of its third-quarter 2007 financial
results," Ms Harris added.
     
Standard & Poor's expects that Quebecor World will need to re-
enter discussions with its bank group to either extend the waivers
or loosen its financial covenants because it's unlikely to be in
compliance following expiry of existing waivers.  In addition,
Quebecor World could begin discussions with its bank group during
this difficult time to negotiate renewing its
CDN $1 billion revolving credit facility, which matures in January
2009.
     
Reported revenues and adjusted EBITDA were down 6% and 20%,
respectively, in the six months ended June 30, 2007, compared with
the same period in 2006.  The adjusted EBITDA margin declined to
7.5% in first-half 2007 from 8.9% in the same period in 2006.  
Although management has focused on restructuring operations and
retooling its equipment platform to improve cost efficiencies and
profitability, there are only limited signs of pricing
stabilization in the industry, a key driver of the business
turnaround.
     
Key credit measures (adjusted for operating leases, accounts
receivable securitization, preferred securities, and nonrecurring
charges) could weaken further from levels at June 30, 2007.  Debt
to EBITDA was 5.3x, funds from operations to debt was 14%, and
EBITDA interest coverage was 2.5x for the 12 months ended
June 30, 2007.
     
To resolve this CreditWatch listing, Standard & Poor's will meet
with management and review Quebecor World's overall financial
policies, as well as its operating and financial strategies.


REABLE THERAPEUTICS: Completes Acquisition Deal with IOMED Inc.
---------------------------------------------------------------
ReAble Therapeutics Inc. and IOMED Inc. have completed ReAble's
acquisition of IOMED which was approved at a special meeting of
IOMED'S shareholders on Aug. 8, 2007.  

Under the terms of the merger agreement, IOMED'S shareholders will
receive $2.75 in cash for each IOMED common share they hold.
    
IOMED has notified the American Stock Exchange of the
effectiveness of the merger, and IOMED'S shares are expected to be
de-listed effective Aug. 10, 2007.

Mellon Investor Services LLC was appointed as the agent for the
payment of merger consideration following consummation of the
transaction, and the disbursing agent has agreed to contact
IOMED's shareholders shortly with instructions on how to obtain
payment for their shares.
    
                         About Iomed Inc.

Headquartered in Salt Lake City, Utah, IOMED Inc. (AMEX: IOX) –
http://http://www.iomed.com/-- is a diversified drug delivery   
product and technology company, focused primarily on
iontophoresis.  Iontophoresis is a technology that delivers
pharmaceuticals transdermally using electric current to ionize
drug molecules and propel them through the skin.  Iontophoresis is
used to deliver medication both locally and systemically.  

                  About ReAble Therapeutics Inc.

Headquartered in Austin, Texas, ReAble Therapeutics Inc. fka
Encore Medical Corporation -- http://www.reableinc.com/-- is a   
diversified rehabilitation and orthopedic device company, that
develops, manufactures and distributes a comprehensive range of
medical devices used by physicians, therapists, athletic trainers,
orthopedic surgeons, and other healthcare professionals to treat
patients with musculoskeletal conditions resulting from
degenerative diseases, deformities, traumatic events, and sports-
related injuries.  Through its Orthopedic Rehabilitation Division,
ReAble is a distributor of electrical stimulation and other
orthopedic products used for pain management, orthopedic
rehabilitation, physical therapy, fitness and sport performance
enhancement.

                         *     *      *

As reported in the Troubled Company Reporter on July 18, 2007,
Moody's Investors Service placed ReAble Therapeutics Inc. ratings
on review for possible downgrade.  These ratings include: B2
corporate family rating; B2 probability of default rating; and the
speculative grade liquidity rating is SGL-2.  The liquidity rating
will be reviewed upon conclusion of the proposed transactions.


REIT: S&P Places Ratings on 76 Tranches Under Negative Watch
------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on 76
tranches from 19 U.S. cash flow and hybrid collateralized debt
obligation transactions on CreditWatch with negative implications.  
The affected tranches have a total issuance amount of $2.163
billion.  Ten of the affected transactions are trust-preferred
CDOs collateralized by trust-preferred securities issued by real
estate investment trust transactions.  The remaining nine
transactions are CDOs of asset-backed securities collateralized by
mezzanine structured finance securities, including residential
mortgage-backed securities collateralized by U.S. first-lien
subprime mortgages.
     
Standard & Poor's placed these CDO ratings on CreditWatch in
connection with an ongoing review of its rated CDO transactions
with exposure to RMBS and other securities that have experienced
negative rating actions.  Including the CDO tranches listed below,
193 tranche ratings from 57 cash flow and hybrid CDO transactions
are currently on CreditWatch with negative implications due to
exposure to RMBS securities that have seen negative credit
migration; these 193 tranches represent an issuance amount of
$6.596 billion.  Additionally, to date, Standard & Poor's has
lowered its ratings on 25 tranches from six cash flow and hybrid
CDO transactions as a result of exposure to RMBS assets that have
experienced negative credit migration; these 25 CDO tranches
represent an issuance amount of
$973 million.
     
Aside from these actions on cash flow and hybrid CDOs, Standard &
Poor's has also lowered 96 tranche ratings from 77 non-excess-
spread synthetic CDO transactions and placed seven tranche ratings
from one actively managed non-excess-spread synthetic CDO
transaction on CreditWatch with negative implications.  In total,
the affected tranches represent approximately $2.24 billion in
issuance.
     
Ratings Placed on Creditwatch Negative

                                                    Rating
                                                    ------
Transaction                          Class   To             From
-----------                          -----   --             ----
ACA ABS 2007-1 Ltd.                  A3      A/Watch Neg    A
ACA ABS 2007-1 Ltd.                  B1      BBB+/Watch Neg BBB+
ACA ABS 2007-1 Ltd.                  B2      BBB/Watch Neg  BBB
ACA ABS 2007-1 Ltd.                  B3      BBB-/Watch Neg BBB-
ACA ABS 2007-1 Ltd.                  C       BB/Watch Neg   BB
Attentus CDO I Ltd.                  C2A     A/Watch Neg    A
Attentus CDO I Ltd.                  C2B     A/Watch Neg    A
Attentus CDO I Ltd.                  D       BBB/Watch Neg  BBB
Attentus CDO I Ltd.                  E       BB/Watch Neg   BB
Attentus CDO II Ltd.                 D       A-/Watch Neg   A-
Attentus CDO II Ltd.                 E-1     BBB/Watch Neg  BBB
Attentus CDO II Ltd.                 E-2     BBB/Watch Neg  BBB
Attentus CDO II Ltd.                 F-1     BB/Watch Neg   BB
Attentus CDO II Ltd.                 F-2     BB/Watch Neg   BB
Attentus CDO III Ltd.                C-1     A/Watch Neg    A
Attentus CDO III Ltd.                C-2     A/Watch Neg    A
Attentus CDO III Ltd.                D       A-/Watch Neg   A-
Attentus CDO III Ltd.                E-1     BBB/Watch Neg  BBB
Attentus CDO III Ltd.                E-2     BBB/Watch Neg  BBB
Attentus CDO III Ltd.                F       BB/Watch Neg   BB
BFC Ajax CDO Ltd.                    E       BB/Watch Neg   BB
Fortius II Funding Ltd.              B       AA/Watch Neg   AA
Fortius II Funding Ltd.              C       A/Watch Neg    A
Fortius II Funding Ltd.              D       BBB/Watch Neg  BBB
Fortius II Funding Ltd.              E       BB+/Watch Neg  BB+
Hudson Mezzanine Funding 2006-1 Ltd. D       BBB/Watch Neg  BBB
Hudson Mezzanine Funding 2006-1 Ltd. E       BB+/Watch Neg  BB+
Hudson Mezzanine Funding 2006-2 Ltd. B       AA+/Watch Neg  AA+
Hudson Mezzanine Funding 2006-2 Ltd. C       A+/Watch Neg   A+
Hudson Mezzanine Funding 2006-2 Ltd. D       BBB+/Watch Neg BBB+
Hudson Mezzanine Funding 2006-2 Ltd. E       BBB-/Watch Neg BBB-
Knollwood CDO II Ltd.                A-2J    AAA/Watch Neg  AAA
Knollwood CDO II Ltd.                B       AA/Watch Neg   AA
Knollwood CDO II Ltd.                C       A/Watch Neg    A
Knollwood CDO II Ltd.                D       BBB/Watch Neg  BBB
Knollwood CDO II Ltd.                E       BB+/Watch Neg  BB+
Kodiak CDO I Ltd.                    G       BBB/Watch Neg  BBB
Kodiak CDO I Ltd.                    H       BB+/Watch Neg  BB+
Lacerta ABS CDO 2006-1 Ltd.          B       A/Watch Neg    A
Lacerta ABS CDO 2006-1 Ltd.          C       BBB/Watch Neg  BBB
Lacerta ABS CDO 2006-1 Ltd.          D       BB+/Watch Neg  BB+
Lacerta ABS CDO 2006-1 Ltd.          E       BB/Watch Neg   BB
Mugello ABS CDO 2006-1 Ltd.          C       BBB/Watch Neg  BBB
TABERNA Preferred Funding II Ltd.    D       A-/Watch Neg   A-
TABERNA Preferred Funding II Ltd.    E-1     BBB/Watch Neg  BBB
TABERNA Preferred Funding II Ltd.    E-2     BBB/Watch Neg  BBB
TABERNA Preferred Funding II Ltd.    F       BB+/Watch Neg  BB+
TABERNA Preferred Funding III Ltd.   D       BBB/Watch Neg  BBB
TABERNA Preferred Funding III Ltd.   E       BB+/Watch Neg  BB+
TABERNA Preferred Funding IV Ltd.    C-1     A/Watch Neg    A
TABERNA Preferred Funding IV Ltd.    C-2     A/Watch Neg    A
TABERNA Preferred Funding IV Ltd.    C-3     A/Watch Neg    A
TABERNA Preferred Funding IV Ltd.    D-1     BBB/Watch Neg  BBB
TABERNA Preferred Funding IV Ltd.    D-2     BBB/Watch Neg  BBB
TABERNA Preferred Funding IV Ltd.    E       BB+/Watch Neg  BB+
Taberna Preferred Funding V Ltd.     A-3L    A/Watch Neg    A
Taberna Preferred Funding V Ltd.     A-3FV   A/Watch Neg    A
Taberna Preferred Funding V Ltd.     A-3FX   A/Watch Neg    A
Taberna Preferred Funding V Ltd.     B-1L    BBB/Watch Neg  BBB
Taberna Preferred Funding V Ltd.     B-2L    BB/Watch Neg   BB
Taberna Preferred Funding V Ltd.     B-2FX   BB/Watch Neg   BB
Taberna Preferred Funding VI Ltd.    D-1     A/Watch Neg    A
Taberna Preferred Funding VI Ltd.    D-2     A/Watch Neg    A
Taberna Preferred Funding VI Ltd.    E-1     BBB/Watch Neg  BBB
Taberna Preferred Funding VI Ltd.    E-2     BBB/Watch Neg  BBB
Taberna Preferred Funding VI Ltd.    F-1     BB+/Watch Neg  BB+
Taberna Preferred Funding VI Ltd.    F-2     BB+/Watch Neg  BB+
Taberna Preferred Funding VI Ltd. Comb notes BBB/Watch Neg  BBB
Taberna Preferred Funding VII Ltd.   A-3L    A/Watch Neg    A
Taberna Preferred Funding VII Ltd.   B-1L    BBB/Watch Neg  BBB
Taberna Preferred Funding VII Ltd.   B-2L    BB/Watch Neg   BB
Taberna Preferred Funding VII Ltd. C-1 combo BBB/Watch Neg  BBB
Webster CDO I Ltd.                   A-3L    A/Watch Neg    A
Webster CDO I Ltd.                   B-1L    BBB/Watch Neg  BBB
Webster CDO I Ltd.                   B-2L    BBB-/Watch Neg BBB-
Webster CDO I Ltd.                   B-3L    BB+/Watch Neg  BB+


RESTORATION FARMS: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Restoration Farms Inc.
        dba Hop-A-Long Cassidy Cowboy Museum
        dba Prairie Rose Chuckwagon Supper
        dba Prairie Rose Records
        15231 Southwest Parallel Road
        Benton, KS 67017

Bankruptcy Case No.: 07-11913

Type of Business: The Debtor operates the Hopalong Cassidy
                  Cowboy Museum featuring memorabilia, novels,
                  movie posters, still shots, original
                  full-featured films and television show
                  episodes.  The Debtor also owns the Prairie
                  Rose Chuckwagon Supper, which features
                  Western dining, music and entertainment.
                  See http://prairierosechuckwagon.com/

                  The Debtor's affiliate, Wild West World LLC,
                  filed for Chapter 11 protection on July 9, 2007
                  (Bankr. D. Kans. Case No. 07-11620).

Chapter 11 Petition Date: August 9, 2007

Court: District of Kansas (Wichita)

Judge: Robert E. Nugent

Debtor's Counsel: Edward J. Nazar, Esq.
                  Redmond & Nazar, LLP
                  245 North Waco, Suite 402
                  Wichita, KS 67202
                  Tel: (316) 262-8361
                  Fax: (316) 263-0610

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

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


SAIL MORTGAGE: Fitch Junks Ratings on Six Certificate Classes
-------------------------------------------------------------
Fitch Ratings has taken rating actions on SAIL mortgage pass-
through certificates.  Affirmations total $11.12 billion and
downgrades total $1.47 billion.  Break Loss percentages and Loss
Coverage Ratios for each class are included with the rating
actions as:

SAIL Mortgage Loan Trust, Series 2006-2
  -- $679.5 million class A affirmed at 'AAA' (BL: 34.05, LCR:
     2.77)
  -- $84.8 million class M1 affirmed at 'AA' (BL: 24.16, LCR:
     1.96)
  -- $25.1 million class M2 downgraded to 'A+' from 'AA-' (BL:
     21.31, LCR: 1.73)
  -- $20.1 million class M3 downgraded to 'A' from 'A+' (BL:
     19.01, LCR: 1.54)
  -- $20.1 million class M4 downgraded to 'BBB+' from 'A' (BL:
     16.71, LCR: 1.36)
  -- $15.4 million class M5 downgraded to 'BBB' from 'A-' (BL:
     14.91, LCR: 1.21)
  -- $15.4 million class M6 downgraded to 'BB+' from 'BBB+' (BL:
     13.03, LCR: 1.06)
  -- $11.4 million class M7 downgraded to 'BB-' from 'BBB' (BL:
     11.62, LCR: 0.94)
  -- $10.7 million class M8 downgraded to 'B' from 'BBB-' (BL:
     9.96, LCR: 0.81)
  -- $7.3 million class B1 downgraded to 'CCC' from 'BB+' (BL:
     8.61, LCR: 0.7).

Deal Summary
  -- Originators: 67.7% BNC;
  -- 60+ day Delinquency: 17.93%;
  -- Realized Losses to date: (% of Original balance): 0.95%;
  -- Expected Remaining Losses (% of Current Balance): 12.31%;
  -- Cumulative Expected Losses (% of Original Balance): 9.22%.

SAIL Mortgage Loan Trust, Series 2006-3
  -- $1.457 billion class A affirmed at 'AAA' (BL: 34.27, LCR:
     2.81)
  -- $99.6 million class M1 affirmed at 'AA+' (BL: 28.66, LCR:   
     2.35)
  -- $83.2 million class M2 affirmed at 'AA' (BL: 24.31, LCR: 2)
  -- $50.5 million class M3 affirmed at 'AA-' (BL: 21.67, LCR:
     1.78)
  -- $42.3 million class M4 affirmed at 'A+' (BL: 19.45, LCR:
     1.6)
  -- $42.3 million class M5 downgraded to 'A-' from 'A' (BL:
     17.21, LCR: 1.41)
  -- $35.4 million class M6 downgraded to 'BBB' from 'A-' (BL:
     15.28, LCR: 1.25)
  -- $32.7 million class M7 downgraded to 'BBB-' from 'BBB+' (BL:
     13.43, LCR: 1.1)
  -- $27.3 million class M8 downgraded to 'BB' from 'BBB' (BL:
     11.88, LCR: 0.98)
  -- $21.8 million class M9 downgraded to 'B+' from 'BBB-' (BL:
     10.25, LCR: 0.84)
  -- $15 million class B1 downgraded to 'CCC' from 'BB+' (BL:
     8.98, LCR: 0.74)

Deal Summary
  -- Originators: 46% BNC;
  -- 60+ day Delinquency: 16.08%;
  -- Realized Losses to date: (% of Original balance): 0.51%;
  -- Expected Remaining Losses (% of Current Balance): 12.18%;
  -- Cumulative Expected Losses (% of Original Balance): 9.17%.

SAIL Mortgage Loan Trust, Series 2006-4
  -- $1.419 billion class A affirmed at 'AAA' (BL: 30.74, LCR:
     2.44)
  -- $157.7 million class M1 downgraded to 'AA-' from 'AA' (BL:   
     23.01, LCR: 1.83)
  -- $47.7 million class M2 downgraded to 'A+' from 'AA-' (BL:
     20.38, LCR: 1.62)
  -- $39.1 million class M3 downgraded to 'A-' from 'A+' (BL:
     18.22, LCR: 1.45)
  -- $36.6 million class M4 downgraded to 'BBB' from 'A' (BL:
     16.19, LCR: 1.29)
  -- $31.8 million class M5 downgraded to 'BBB-' from 'A-' (BL:
     14.41, LCR: 1.14)
  -- $31.8 million class M6 downgraded to 'BB' from 'BBB+' (BL:
     12.40, LCR: 0.98)
  -- $19.5 million class M7 downgraded to 'B+' from 'BBB' (BL:
     10.93, LCR: 0.87)
  -- $18.3 million class M8 downgraded to 'B' from 'BBB-' (BL:
     9.39, LCR: 0.75)
  -- $12.2 million class B1 downgraded to 'CCC' from 'BB' (BL:
     8.29, LCR: 0.66)
  -- $17.1 million class B2 downgraded to 'CCC' from 'B+' (BL:
     6.96, LCR: 0.55).

Deal Summary
  -- Originators: 45% BNC;
  -- 60+ day Delinquency: 17.44%;
  -- Realized Losses to date: (% of Original balance): 0.37%;
  -- Expected Remaining Losses (% of Current Balance): 12.60%;
  -- Cumulative Expected Losses (% of Original Balance): 9.87%.

SAIL Mortgage Loan Trust, Series 2006-BNC1
  -- $589.6 million class A affirmed at 'AAA' (BL: 31.67, LCR:
     2.78)
  -- $74.5 million class M1 affirmed at 'AA' (BL: 22.63, LCR:
     1.98)
  -- $19.3 million class M2 affirmed at 'AA-' (BL: 20.07, LCR:
     1.76)
  -- $18.7 million class M3 downgraded to 'A' from 'A+' (BL:
     17.58, LCR: 1.54)
  -- $17.6 million class M4 downgraded to 'BBB+' from 'A' (BL:
     15.23, LCR: 1.33)
  -- $14.6 million class M5 downgraded to 'BBB-' from 'A-' (BL:
     13.23, LCR: 1.16)
  -- $12.3 million class M6 downgraded to 'BB' from 'BBB+' (BL:   
     11.45, LCR: / 1)
  -- $8.2 million class M7 downgraded to 'BB-' from 'BBB' (BL:
     10.25, LCR: 0.9)
  -- $7 million class M8 downgraded to 'B' from 'BBB-' (BL: 9.02,
     LCR: 0.79).

Deal Summary
  -- Originators: 100% BNC;
  -- 60+ day Delinquency: 16.40%;
  -- Realized Losses to date: (% of Original balance): 1.54%;
  -- Expected Remaining Losses (% of Current Balance): 11.41%;
  -- Cumulative Expected Losses (% of Original Balance): 9.08%.

SAIL Mortgage Loan Trust, Series 2006-BNC2
  -- $476.3 million class A affirmed at 'AAA' (BL: 32.01, LCR:  
     2.28)
  -- $56.8 million class M1 downgraded to 'A+' from 'AA' (BL:
     23.75, LCR: 1.69)
  -- $17.1 million class M2 downgraded to 'A-' from 'AA-' (BL:
     20.99, LCR: 1.49)
  -- $13.9 million class M3 downgraded to 'BBB+' from 'A+' (BL:
     18.72, LCR: 1.33)
  -- $13.5 million class M4 downgraded to 'BBB-' from 'A' (BL:
     16.50, LCR: 1.17)
  -- $11.2 million class M5 downgraded to 'BB+' from 'A-' (BL:
     14.62, LCR: 1.04)
  -- $9 million class M6 downgraded to 'BB-' from 'BBB+' (BL:
     13.04, LCR: 0.93)
  -- $9 million class M7 downgraded to 'B+' from 'BBB' (BL:
     11.49, LCR: 0.82)
  -- $6.3 million class M8 downgraded to 'CCC' from 'BBB-' (BL:
     10.24, LCR: 0.73)
  -- $6.3 million class B1 downgraded to 'CCC' from 'BB+' (BL:
     8.58, LCR: 0.61).

Deal Summary
  -- Originators: 100% BNC;
  -- 60+ day Delinquency: 20.76%;
  -- Realized Losses to date: (% of Original balance): 0.81%;
  -- Expected Remaining Losses (% of Current Balance): 14.06%;
  -- Cumulative Expected Losses (% of Original Balance): 10.61%.

SAIL Mortgage Loan Trust, Series 2006-BNC3
  -- $1.212 million class A affirmed at 'AAA' (BL: 34.48, LCR:
     2.36)
  -- $155.7 million class M1 affirmed at 'AA' (BL: 26.62, LCR:
     1.82)
  -- $47.4 million class M2 downgraded to 'A+' from 'AA-' (BL:
     23.72, LCR: 1.62)
  -- $35 million class M3 downgraded to 'A-' from 'A+' (BL:
     21.57, LCR: 1.47)
  -- $35 million class M4 downgraded to 'BBB+' from 'A' (BL:
     19.42, LCR: 1.33)
  -- $31.9 million class M5 downgraded to 'BBB-' from 'A-' (BL:
     17.44, LCR: 1.19)
  -- $24.7 million class M6 downgraded to 'BB+' from 'BBB+' (BL:
     15.83, LCR: 1.08)
  -- $16.5 million class M7 downgraded to 'BB' from 'BBB' (BL:
     14.67, LCR: / 1)
  -- $23.7 million class M8 downgraded to 'B+' from 'BBB-' (BL:
     12.60, LCR: 0.86)
  -- $23.7 million class B1 downgraded to 'CCC' from 'BB+' (BL:
     9.66, LCR: 0.66)
  -- $20.6 million class B2 downgraded to 'CCC' from 'BB' (BL:
     9.53, LCR: 0.65).

Deal Summary
  -- Originators: 100% BNC;
  -- 60+ day Delinquency: 13.50%;
  -- Realized Losses to date: (% of Original balance): 0.32%;
  -- Expected Remaining Losses (% of Current Balance): 14.64%;
  -- Cumulative Expected Losses (% of Original Balance): 12.05%.

In addition, these classes are removed from Rating Watch Negative:

  -- Class M8 (from series 2006-1);
  -- Class M9 (from series 2006-1);
  -- Class M7 (from series 2006-2);
  -- Class M8 (from series 2006-2);
  -- Class B (from series 2006-2);
  -- Class M-8 (from series 2005-11).


SAIL MORTGAGE: Fitch Junks Ratings on Four Certificate Classes
--------------------------------------------------------------
Fitch Ratings has taken these rating actions on SAIL mortgage
pass-through certificates. Affirmations total $11.12 billion and
downgrades total $1.47 billion.  Break Loss percentages and Loss
Coverage Ratios for each class are included with the rating
actions as:

SAIL Mortgage Loan Trust, Series 2005-7
  -- $670.4 million class A affirmed at 'AAA' (BL: 43.33, LCR:
     5.62)
  -- $69.3 million class M1 affirmed at 'AA+' (BL: 35.40, LCR:
     4.59)
  -- $67.2 million class M2 affirmed at 'AA' (BL: 28.22, LCR:
     3.66)
  -- $27.3 million class M3 affirmed at 'AA-' (BL: 25.27, LCR:
     3.28)
  -- $30.4 million class M4 affirmed at 'A+' (BL: 21.94, LCR:
     2.84)
  -- $25.2 million class M5 affirmed at 'A' (BL: 19.18, LCR:
     2.49)
  -- $21 million class M6 affirmed at 'A-' (BL: 16.82, LCR: 2.18)
  -- $13.6 million class M7 affirmed at 'BBB+' (BL: 15.20, LCR:
     1.97)
  -- $13.6 million class M8 affirmed at 'BBB' (BL: 11.45, LCR:
     1.48)
  -- $18.9 million class M9 affirmed at 'BBB-' (BL: 9.87, LCR:
     1.28)
  -- $15.7 million class B1 affirmed at 'BBB-' (BL: 8.77, LCR:
     1.14).

Deal Summary
  -- Originators: 65% BNC;
  -- 60+ day Delinquency: 15.34%;
  -- Realized Losses to date: (% of Original balance): 0.87%;
  -- Expected Remaining Losses (% of Current Balance): 7.71%;
  -- Cumulative Expected Losses (% of Original Balance): 4.54%.

SAIL Mortgage Loan Trust, Series 2005-9
  -- $992.9 million class A affirmed at 'AAA' (BL: 52.93, LCR:
     5.77);
  -- $83.8 million class M-1 affirmed at 'AA+' (BL: 29.91, LCR:
     3.26);
  -- $63.4 million class M-2 affirmed at 'AA' (BL: 25.26, LCR:
     2.75);
  -- $52.6 million class M-3 affirmed at 'AA-' (BL: 21.37, LCR:
     2.33);
  -- $29.9 million class M-4 affirmed at 'A+' (BL: 19.14, LCR:
     2.09);
  -- $28.7 million class M-5 affirmed at 'A' (BL: 16.99, LCR:
     1.85);
  -- $27.5 million class M-6 affirmed at 'A-' (BL: 14.89, LCR:
     1.62);
  -- $17.9 million class M-7 affirmed at 'BBB+' (BL: 13.44, LCR:
     1.47);
  -- $23.9 million class M-8 affirmed at 'BBB' (BL: 11.51, LCR:
     1.25);
  -- $23.9 million class M-9 downgraded to 'BB' from 'BBB-' (BL:
     8.67, LCR: 0.95);
  -- $16.7 million class B-1 downgraded to 'B+' from 'BB-' (BL:
     7.99, LCR: 0.87);
  -- $16.7 million class B-2 downgraded to 'CCC' from 'B+' (BL:
     7.82, LCR: 0.85).

Deal Summary
  -- Originators: 52% BNC;
  -- 60+ day Delinquency: 16.46%;
  -- Realized Losses to date: (% of Original balance): 0.79%;
  -- Expected Remaining Losses (% of Current Balance): 9.17%;
  -- Cumulative Expected Losses (% of Original Balance): 6.10%.

SAIL Mortgage Loan Trust, Series 2005-11
  -- $885.9 million class A affirmed at 'AAA' (BL: 34.91, LCR:
     3.48);
  -- $132 million class M-1 affirmed at 'AA' (BL: 24.22, LCR:
     2.41);
  -- $33.7 million class M-2 affirmed at 'AA-' (BL: 21.35, LCR:   
     2.13);
  -- $29.9 million class M-3 affirmed at 'A+' (BL: 18.79, LCR:
     1.87);
  -- $29 million class M-4 affirmed at 'A' (BL: 16.30, LCR:
     1.62);
  -- $22.4 million class M-5 affirmed at 'A-' (BL: 14.30, LCR:
     1.42);
  -- $20.6 million class M-6 downgraded to 'BBB' from 'BBB+' (BL:
     12.30, LCR: 1.23);
  -- $16.8 million class M-7 downgraded to 'BB+' from 'BBB' (BL:
     10.68, LCR: 1.06);
  -- $11.2 million class M-8 downgraded to 'B+' from 'BBB-' (BL:
     8.38, LCR: 0.83);
  -- $18.7 million class B-1 downgraded to 'B' from 'B+' (BL:
     7.76, LCR: 0.77);
  -- $9.3 million class B-2 downgraded to 'CCC' from 'B+' (BL:
     7.60, LCR: 0.76).

Deal Summary
  -- Originators: 76% BNC;
  -- 60+ day Delinquency: 15.62%;
  -- Realized Losses to date: (% of Original balance): 0.75%;
  -- Expected Remaining Losses (% of Current Balance): 10.04%;
  -- Cumulative Expected Losses (% of Original Balance): 7.27%.

SAIL Mortgage Loan Trust, Series 2005-HE2
  -- $255.4 million class A affirmed at 'AAA' (BL: 48.55, LCR:
     5.23);
  -- $30.7 million class M-1 affirmed at 'AA+' (BL: 38.52, LCR:
     4.15);
  -- $24.4 million class M-2 affirmed at 'AA' (BL: 33.60, LCR:
     3.62);
  -- $15.1 million class M-3 affirmed at 'AA-' (BL: 29.59, LCR:
     3.19);
  -- $13.8 million class M-4 affirmed at 'A+' (BL: 25.88, LCR:
     2.79);
  -- $11.7 million class M-5 affirmed at 'A' (BL: 22.73, LCR:
     2.45);
  -- $10.1 million class M-6 affirmed at 'A-' (BL: 19.95, LCR:
     2.15);
  -- $7.5 million class M-7 affirmed at 'BBB+' (BL: 17.77, LCR:
     1.91);
  -- $7.5 million class M-8 affirmed at 'BBB' (BL: 15.58, LCR:
     1.68);
  -- $9.2 million class M-9 affirmed at 'BBB' (BL: 11.54, LCR:
     1.24);
  -- $8.8 million class M-10 downgraded to 'BB+' from 'BBB-' (BL:
     9.80, LCR: 1.06);
  -- $6.3 million class B-1 downgraded to 'BB-' from 'BB' (BL:
     8.65, LCR: 0.93);
  -- $5.8 million class B-2 downgraded to 'B+' from 'BB-' (BL:
     7.73, LCR: 0.83).

Deal Summary
  -- Originators: 52% Ownit;
  -- 60+ day Delinquency: 18.81%;
  -- Realized Losses to date: (% of Original balance): 1.49%;
  -- Expected Remaining Losses (% of Current Balance): 9.29%;
  -- Cumulative Expected Losses (% of Original Balance): 6.04%.

SAIL Mortgage Loan Trust, Series 2006-1
  -- $749.7 million class A affirmed at 'AAA' (BL: 32.79, LCR:
     3.08)
  -- $53.1 million class M1 affirmed at 'AA+' (BL: 26.99, LCR:
     2.54)
  -- $43.4 million class M2 affirmed at 'AA' (BL: 22.54, LCR:
     2.12)
  -- $25.4 million class M3 downgraded to 'AA-' from 'AA' (BL:
     19.91, LCR: 1.87)
  -- $22.4 million class M4 downgraded to 'A+' from 'AA-' (BL:
     17.59, LCR: 1.65)
  -- $21.7 million class M5 downgraded to 'A-' from 'A+' (BL:
     15.32, LCR: 1.44)
  -- $17.9 million class M6 downgraded to 'BBB' from 'A' (BL:
     13.40, LCR: 1.26)
  -- $16.4 million class M7 downgraded to 'BB+' from 'A-' (BL:
     11.58, LCR: 1.09)
  -- $11.9 million class M8 downgraded to 'BB' from 'BBB+' (BL:
     10.23, LCR: 0.96)
  -- $8.2 million class M9 downgraded to 'B+' from 'BBB' (BL:
     9.00, LCR: 0.85)
  -- $11.9 million class B1 downgraded to 'CCC' from 'BB-' (BL:
     7.56, LCR: 0.71)
  -- $4.4 million class B2 downgraded to 'CCC' from 'B' (BL:
     7.38, LCR: 0.69).

Deal Summary
  -- Originators: 78.6% BNC;
  -- 60+ day Delinquency: 16.63%;
  -- Realized Losses to date: (% of Original balance): 0.71%;
  -- Expected Remaining Losses (% of Current Balance): 10.64%;
  -- Cumulative Expected Losses (% of Original Balance): 7.76%.


SALOMON BROTHERS: Moody's affirms Low-B Ratings on Three Classes
----------------------------------------------------------------
Moody's Investors Service upgraded the ratings of five classes,
downgraded the ratings of three classes and affirmed the ratings
of 10 classes of Salomon Brothers Commercial Mortgage Trust 2001-
C2, Commercial Mortgage Pass-Through Certificates, Series 2001-C2
as:

-- Class A-2, $44,069,535, affirmed at Aaa
-- Class A-3, $530,163,000, affirmed at Aaa
-- Class X-1, Notional, affirmed at Aaa
-- Class X-2, Notional, affirmed at Aaa
-- Class B, $36,751,000, affirmed at Aaa
-- Class C, $10,810,000, affirmed Aaa
-- Class D, $27,022,000, upgraded to Aaa from Aa1
-- Class E, $11,890,000, upgraded to Aa2 from A1
-- Class F, $10,809,000, upgraded to Aa3 from A2
-- Class G, $14,052,000, upgraded to A3 from Baa2
-- Class H, $10,809,000, upgraded to Baa2 from Baa3
-- Class J, $18,376,000, affirmed at Ba1
-- Class K, $14,052,000, affirmed at Ba2
-- Class L, $6,485,000, affirmed at Ba3
-- Class M, $5,405,000, downgraded to B2 from B1
-- Class N, $6,485,000, downgraded to Caa1 from B3
-- Class P, $5,405,000, downgraded to Caa2 from Caa1
-- Class BR, $12,169,330, affirmed at Aaa

As of the July 13, 2007 distribution date, the transaction's
aggregate certificate balance has decreased by about 11.1% to
$780.5 million from $877.6 million at securitization.  The
certificates are collateralized by 125 loans, ranging in size from
less than 1% to 6.4% of the pool, with the top 10 loans
representing 22% of the pool.  Twenty-three loans, representing
32% of the pool, have defeased.  One loan has been liquidated from
the trust resulting in a realized loss of about $500,000.

Three loans, representing 3.1% of the pool, are in special
servicing.  Moody's has estimated aggregate losses of about
$6.7 million for all of the specially serviced loans.  Twenty-one
loans, representing 17% of the pool, are on the master servicer's
watchlist.

Moody's was provided with year-end 2006 operating results for
95.4% of the performing loans in the pool.  Moody's weighted
average loan to value ratio for the conduit component is 91.4%,
compared to 88.2% at last full review and compared to 89.2% at
securitization.  Moody's is upgrading Classes D, E, F, G and H due
to a high percentage of defeased loans, loan pay offs and
increased credit support.  

Moody's is downgrading Classes M, N and P due to expected losses
from the specially serviced loans and LTV dispersion.  Based on
Moody's analysis 19% of the pool has a LTV greater than 100%,
compared to 14.3% at last review and compared to 3.8% at
securitization.  The Birch Run Outlet Loan has defeased.  
Non-pooled Class BR is secured solely by the junior interest in
this loan and is affirmed at Aaa.

The top three conduit loans represent 9.2% of the outstanding pool
balance.  The largest conduit loan is the Imperial Apartments Loan
($30.9 million -- 2.9%), which is secured by a 546-unit apartment
complex located in Middletown, New York.  As of April 2007 the
property was 97% occupied, essentially the same as at last full
review and at securitization.  The loan is on the master
servicer's watchlist due to low debt service coverage.  Moody's
LTV is 88.2%, essentially the same as at last review.  The loan's
LTV was 93.6% at securitization.

The second largest conduit loan is the Murray Business Center Loan
($22.6 million -- 2.9%), which is secured by a 337,708 square foot
office building located in Beaverton, Oregon.  Moody's LTV is
83.8%, compared to 81.2% at last review and compared to 87.1% at
securitization.

The third largest conduit loan is the Cannery Loan
($18.2 million -- 2.3%), which is secured by two adjacent three-
story buildings located in the Fisherman's Wharf district of San
Francisco, California.  The buildings are used for retail shops,
restaurants and office space.  The buildings were originally built
in 1907 as a fruit canning facility.  The property was converted
to retail use in 1967 and part of the facility was retrofitted for
office space in 2001.  The property is 62% occupied, compared to
100.0% at securitization.  The loan has been impacted due to a
significant decline in occupancy of the office space.  The loan is
on the master servicer's watchlist due to low debt service
coverage.  Moody's LTV is in excess of 100%, the same as at last
review.  The loan's LTV was 91.5% at securitization.


SECURITIZED ASSET: Fitch Junks Rating on Class B-3 Certificates
---------------------------------------------------------------
Fitch has taken rating actions on these Securitized Asset Backed
Receivables 2004-OP1 mortgage pass-through certificates:

  -- Class M-1 affirmed at 'AA+';
  -- Class M-2 affirmed at 'A';
  -- Class M-3 affirmed at 'A-';
  -- Class B-1 affirmed at 'BBB+';
  -- Class B-2 downgraded to 'BB+' from 'BBB';
  -- Class B-3 downgraded to 'CCC' from 'BBB-', and is assigned a   
     Distressed Recovery rating of 'DR1'.

The affirmations reflect a stable relationship between credit
enhancement and expected losses, and affect approximately
$223.19 million in outstanding certificates.  The downgrades
reflect deterioration in the relationship between CE and expected
losses, and affect approximately $13.17 million in outstanding
certificates.

The losses for this transaction have been greater than excess
spread for eight of the past twelve months.  Overcollateralization
has been off its target for five of the past twelve months.  The
current OC amount is $9.44MM (or 3.84%) and its target is
$10.57MM.  Cumulative losses equal 1.03% and 60+ day delinquencies
are 19.48%.

The collateral in the aforementioned transaction consists of
fixed- and adjustable rate, closed-end, first and second lien
subprime mortgage loans.  All of the mortgage loans were
originated or acquired, and are serviced, by Option One Mortgage
Corporation (rated 'RPS1' by Fitch).


SECURITIZED ASSET: Fitch Cuts Rating on $11.6MM Class B-4 Certs.
----------------------------------------------------------------
Fitch Ratings has taken rating actions on two Securitized Asset
Backed Receivables mortgage pass-through certificates.  
Affirmations total $1.11 billion and downgrades total
$40.5 million.  Break Loss percentages and Loss Coverage Ratios
for each class are included with the rating actions as:

SABR 2005-FR5
  -- $395.9 million class A affirmed at 'AAA' (BL: 44.95, LCR:
     3.47);
  -- $80.7 million class M-1 affirmed at 'AA+' (BL: 30.48, LCR:
     2.35);
  -- $52.3 million class M-2 affirmed at 'A+' (BL: 21.36, LCR:
     1.65);
  -- $10.4 million class M-3 affirmed at 'A' (BL: 19.51, LCR:
     1.51);
  -- $9.8 million class B-1 downgraded to 'BBB+' from 'A-' (BL:
     17.72, LCR: 1.37);
  -- $9.8 million class B-2 downgraded to 'BBB' from 'BBB+' (BL:
     15.96, LCR: 1.23);
  -- $9.3 million class B-3 downgraded to 'BBB-' from 'BBB' (BL:
     14.33, LCR: 1.11);
  -- $11.6 million class B-4 downgraded to 'B' from 'BBB-' (BL:
     9.98, LCR: 0.77).

Deal Summary
  -- Originators: 100% Fremont;
  -- 60+ day Delinquency: 20.12%;
  -- Realized Losses to date (% of Original Balance): 0.73%;
  -- Expected Remaining Losses (% of Current Balance): 12.95%;
  -- Cumulative Expected Losses (% of Original Balance): 7.54%.

SABR 2005-OP2
  -- $431.7 million class A affirmed at 'AAA' (BL: 34.84, LCR:
     4.88);
  -- $31.7 million class M1 affirmed at 'AA+' (BL: 29.62, LCR:
     4.15);
  -- $28.2 million class M2 affirmed at 'AA+' (BL: 22.74, LCR:
     3.19);
  -- $19.6 million class M3 affirmed at 'AA' (BL: 21.02, LCR:
     2.94);
  -- $12.6 million class M4 affirmed at 'AA-' (BL: 19.32, LCR:
     2.71);
  -- $11.5 million class M5 affirmed at 'A+' (BL: 17.44, LCR:
     2.44);
  -- $9.5 million class M6 affirmed at 'A' (BL: 15.85, LCR:
     2.22);
  -- $8 million class B1 affirmed at 'A-' (BL: 14.41, LCR: 2.02);
  -- $8.5 million class B2 affirmed at 'BBB+' (BL: 12.93, LCR:
     1.81);
  -- $10 million class B3 affirmed at 'BBB' (BL: 11.47, LCR:
     1.61).

Deal Summary
  -- Originators: 100% Option One;
  -- 60+ day Delinquency: 17.29%;
  -- Realized Losses to date (% of Original Balance): 0.36%;
  -- Expected Remaining Losses (% of Current Balance): 7.14%;
  -- Cumulative Expected Losses (% of Original Balance): 4.64%.


SHERIDAN GROUP: Moody's Affirms B2 Corporate Family Rating
----------------------------------------------------------
Moody's Investors Service affirmed the B2 corporate family rating
for The Sheridan Group, Inc., its B2 probability of default
rating, and the B2 rating on Sheridan's senior secured notes.  The
outlook remains stable.

A summary of Moody's actions are:

The Sheridan Group, Inc.

  -- Affirmed B2 Corporate Family Rating
  -- Affirmed B2 Probability of Default Rating
  -- Affirmed B2 Senior Secured Bond Rating, LGD4, 53%%
  -- Outlook: Stable

Sheridan's rating continues to reflect the modest growth prospects
and competitive pressures in its industry, its lack of scale, and
financial risk.  High customer retention in Sheridan's niche
segment, evidence of margin stabilization, and good liquidity
support its ratings.

On May 16, 2007, TSG Holdings Corp., Sheridan's parent company
completed the acquisition of Euradius BV and Euradius
International BV.  Neither TSG Holdings, Euradius BV nor Euradius
International BV guarantees Sheridan's rated debt.  Sheridan does
not guarantee the Euradius debt.  Given the limited capacity for
money to flow from Sheridan to TSG Holdings Corp. or for Sheridan
to raise incremental secured debt or debt in foreign subsidiaries,
the parent holding company's acquisition does not impact
Sheridan's ratings at this time.

The Sheridan Group, Inc. offers printing services to the journal,
catalog, magazine, book and article reprint markets.  
Headquartered in Hunt Valley, Maryland, its annual sales are about
$350 million.


SMALL WORLD: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Small World Toys
        5711 Buckingham Parkway
        Culver City, CA 90230

Bankruptcy Case No.: 07-16606

Type of business: The Debtor's proprietary brands feature toys for
                  children 10 years old and below.  It claims that
                  its toys focus on early learning, discovery,
                  imagination and active play.  See
                  http://www.smallworldtoys.com/

Chapter 11 Petition Date: August 2, 2007

Court: Central District Of California (Los Angeles)

Judge: Alan M. Ahart

Debtor's Counsel: Ron Bender, Esq.
                  Levene, Neale, Bender, Rankin & Brill, L.L.P.
                  10250 Constellation Boulevard, Suite 1700
                  Los Angeles, CA 90067
                  Tel: (310) 229-1234

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
St. Cloud Capital Partners,                            $2,500,000
L.P.
10866 Wilshire Boulevard
Suite 1450
Los Angeles, CA 90024

Bushido & Gamma                                        $1,500,000
275 7th Avenue, Suite 2000
New York, NY 10001

Fine Family Trust                                      $1,100,000
Debtra/Russell Fine as
Trustees
5711 Buckingham Parkway
Culver City, CA 90230

Hong Kong Credit Unions                                $1,000,000
c/o S.B.I. Advisors, L.L.C.
610 Newport Center Drive
Newport Beach, CA 92660

Recreation Ingenuity Co.,                                $492,692
Ltd.
Room 1504, 15th Floor
Grandmark No. 10
Granville Road, T.S.T.
Kowloon, Hong Kong, HK

Aims Industrial Co., Ltd.                                $474,535
2F-5, No.8, Lane 609,
Sec. 5 Chung Hsin Road
Sanchung City, TW

Horizon Financial                                        $378,802
2140 West Toscanini
Ranco Palos Verdes, CA
90275

S.B.I. Advisors                                          $330,000
610 Newport Center Drive
Suite 1205
Newport Beach, CA 92660

Gi-Go Toys Factory, Ltd.                                 $233,097

Manley Toys, Ltd.                                        $185,076

Tolo Toys, Ltd.                                          $155,956

American Express Co.                                     $135,499

Troy & Gould, P.C.                                       $123,184

Lhi Chinn Industrial Co.                                 $110,623

Federal Express                                          $110,527

Loeb & Loeb, L.L.P.                                      $108,799

Stonefield Josephson, Inc.                               $102,228

Hong Kong Toy Centre                                      $93,366

J.D.H. Toys, Ltd.                                         $92,040

Interglobal Manufacturing,                                $89,362
Ltd.


SPECIALTY INT'L: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Specialty International, Inc.
        20730 Dearborn Street
        Chatsworth, CA 91311

Bankruptcy Case No.: 07-12715

Type of business: The Debtor is a contract manufacturing company
                  servicing all industries in commercial,
                  industrial, medical, aerospace, automotive and
                  electronics since 1971.  See
                  http://www.specialtyinternational.com

Chapter 11 Petition Date: August 2, 2007

Court: Central District Of California (San Fernando Valley)

Judge: Kathleen Thompson

Debtor's Counsel: Ron Bender, Esq.
                  Levene, Neale, Bender, Rankin & Brill, L.L.P.
                  10250 Constellation Boulevard, Suite 1700
                  Los Angeles, CA 90067
                  Tel: (310) 229-1234

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Banner Pharmacaps                                        $445,819
c/o Charles Cain
4100 Mendenhall Oaks
Parkway
High Point, NC 27265-8034

Curtis Steel Co., Ltd.                                   $121,047
c/o Scott Denney
6504 Hurst Street
Houston, TX 77008

General Metals                                           $101,726
1495 Columbia Avenue,
Building 10
Riverside, CA 92507

BALFAB                                                    $72,816

Vitracoat America                                         $45,500

S.&R. Metals, Inc.                                        $38,846

L.A. Department of Water                                  $34,293
and Power

Mace Metal Sales                                          $26,083

Chapel Steel                                              $22,227

Pacific Plating                                           $21,800

Kaiser Permanente                                         $21,709

Dean P. Sperling                                          $21,184

Com-Air Screw Machine                                     $18,517

Rolled Steel Products                                     $18,133

Centennial Steel                                          $17,928

Manna Logistics, Inc.                                     $17,549

J.B. Sales Company                                        $17,390

Viasystems-E.M.S. Division                                $16,867

Askew Hardware Products,                                  $16,776
Inc.

Top Electronics                                           $16,716


STANDARD AERO: Moody's Places Corporate Family Rating at B2
-----------------------------------------------------------
Moody's Inventors Service confirmed all ratings of Standard Aero
Holdings, Inc., with the ratings outlook changed to stable.  This
concludes the review for downgrade commenced on April 4, 2007 and
follows the completion of the acquisition of Standard Aero by DAE
Aviation Holdings, Inc., a wholly-owned subsidiary of Dubai
Aerospace Enterprises.

Concurrent with the sale to DAE Aviation, Standard Aero announced
on Aug. 1, 2007 that it had received tenders and consents from the
holders of 100% of its 8.25% Senior Subordinated notes due 2014.
In addition, all of Standard Aero's senior secured debt has been
repaid as a result of the sale.  There is no other rated debt
issued by Standard Aero.  Therefore, Moody's will withdraw the all
of Standard Aero's ratings immediately after the confirmation of
ratings.

Ratings confirmed and to be withdrawn:

Issuer: Standard Aero Holdings, Inc.

  -- Probability of Default Rating: B2
  -- Corporate Family Rating: B2
  -- Senior Subordinated Regular Bond/Debenture: Caa1
  -- Senior Secured Bank Credit Facility: Ba3

Outlook Actions:

Issuer: Standard Aero Holdings, Inc.

  -- Outlook, Changed To Stable From Rating Under Review

Standard Aero Holdings, a Delaware corporation, is a leading
provider of MRO services to the military, regional and business
aircraft after-markets.


STEEL PARTS: Judge Rhodes Confirms Amended Liquidation Plan
-----------------------------------------------------------
The Honorable Steven W. Rhodes of the United States Bankruptcy
Court for the Eastern District of Michigan confimed Steel Parts
Corporation's Amended Combined Plan of Liquidation and Disclosure
Statement.

                       Overview of the Plan

Hannah Mufson McCollum, Esq., at Pepper Hamilton LLP, in Detroit,
Michigan, notes that the Debtor sold substantially all of its
assets to Resilience Capital Partners for $7,000,000.  The sale
closed on Nov. 30, 2006.  Thus, Ms. McCollum says, there is no
alternative but to liquidate the company.

The Debtor's Liquidation Plan provides for, among other things:

   (i) rejection of executory contracts and unexpired leases to
       which the Debtor is a party;

  (ii) compromise and settlement of claims; and

(iii) investigation and prosecution of the Debtor's causes of
       action.

As of the effective date of the Plan, a Liquidation Trust will be
created and established for the benefit of all creditors of the
Estate holding Allowed Claims.  The Debtor has designated Richard
Fagan, the company's chief operating officer, as the Liquidation
Trustee.  After the Effective Date, the Liquidation Trustee will
be represented by Pepper Hamilton LLP.  The Liquidation Trustee
will be assisted in its obligations and duties by the Post-
Effective Date Committee, which will be represented by Honigman,
Miller, Schwartz and Cohn LLP.

The Plan will be funded by proceeds from litigation claims
estimated to range between $1,390,000 and $11,850,000, and cash
available, if any, after the payment of Administrative Claims and
Priority Claims.

As of Jan. 16, 2007, the Debtor held $950,000 cash.

                       Treatment of Claims

Under the Liquidation Plan, the Debtor estimates that Allowed
Administrative Claims will approximate $0 to $500,000 and Allowed
Priority Claims will approximate $0 to $250,000.  Holders of
Allowed Administrative Claims and Allowed Priority Claims will be
paid in full, in cash.

The Debtor believes that an estimated range of $10,000,000 to
$30,000,000 represents the reasonable range of the value of
General Unsecured Claims after taking into account
reclassification of certain Priority Claims as General
Unsecured Claims and assuming that the Post-Confirmation Debtor or
the Unsecured Committee is successful in objecting to claims that
appear to be inflated, duplicative, or otherwise improper.  The
estimated percentage recovery of holders of General Unsecured
Claims is 6% to 53%.

Ms. McCollum relates that the estimate of a 6% recovery assumes
that the Liquidation Trustee or the Post-Effective Date Committee
will be able to recover and collect approximately 10% of the
current estimated Causes of Action and that General Unsecured
Claims against the Debtor total approximately $22,500,000.

Holders of equity interests will not receive any distribution.

A full-text copy of Steel Parts' Amended Combined Chapter 11 Plan
of Liquidation is available for a fee at:

  http://www.researcharchives.com/bin/download?id=070810224929

                      About Steel Parts Corp.

Headquartered in Livonia, Michigan, Steel Parts Corporation --
http://www.steelparts.com/-- supplies automatic transmissions,
suspension, steering components, assemblies and other automotive
parts.  The Company filed for chapter 11 protection on Sept. 15,
2006 (Bankr. E.D. Mich. Case No. 06-52972).  Scott A. Wolfson,
Esq., E. Todd Sable, Esq., Judy B. Calton, Esq., Michelle E.
Taigman, Esq., and Seth A. Drucker, Esq., at Honigman Miller
Schwartz and Cohn LLP, represent the Official Committee of
Unsecured Creditors.  When the Debtor filed for protection from
its creditors, it estimated assets and debts between $10 million
and $50 million.


STOLLE MACHINERY: $100 Mil. Loan Withdrawal Cues S&P's BB Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services revised its bank loan ratings
on Stolle Machinery Company's first-lien term loan and revolver to
'BB' from 'BB-' and its recovery ratings to '1' (indicating the
expectation of very high (90-100%) recovery in the event of a
default) from '2'.
     
The action follows the withdrawal of Stolle's proposed
$100 million add-on to its first-lien term loan.  Citing market
conditions, the company has cancelled the transaction.  The
proceeds from the add-on and excess cash were to be used to repay
the company's second-lien term loan and to pay a dividend amid the
company's good recent operating performance.  If Stolle raises
secured debt levels in a future transaction, S&P will revisit its
issue and recovery ratings in light of the new capital structure.
     
The 'B+' corporate credit rating on the Centennial, Colorado-based
can-equipment manufacturer reflects the company's highly leveraged
financial profile and weak business profile given the limited size
and scope of its operations, which are somewhat offset by the
company's strong market position.


Ratings List

Stolle Machinery LLC
  Corporate Credit Rating         B+/Stable/--

Ratings Revised                   To            From
                                  --            ----
  First-lien debt                 BB            BB-
   Recovery rating                1             2


STRUCTURED ASSET: Fitch Holds BB Rating on $3.9MM Class B2 Certs.
-----------------------------------------------------------------
Fitch Ratings has taken these rating actions on six Structured
Asset Securities Corp., mortgage pass-through certificates.  
Affirmations total $4.572 billion and downgrades total
$682.2 million.  Break Loss percentages and Loss Coverage Ratios
for each class are included with the rating actions as:

Structured Asset Securities Corp., Mortgage Loan Trust (SASCO),
Series 2006-BC1
  -- $564.7 million class A affirmed at 'AAA' (BL: 37.78, LCR:
     3.01);
  -- $41.8 million class M1 affirmed at 'AA+' (BL: 29.30, LCR:
     2.33);
  -- $35.7 million class M2 affirmed at 'AA+' (BL: 26.58, LCR:
     2.12);
  -- $21.4 million class M3 downgraded to 'AA' from 'AA+' (BL:
     24.41, LCR: 1.94);
  -- $18.7 million class M4 downgraded to 'AA-' from 'AA' (BL:
     22.00, LCR: 1.75);
  -- $17.6 million class M5 downgraded to 'A' from 'AA-' (BL:
     19.70, LCR: 1.57);
  -- $15.4 million class M6 downgraded to 'A-' from 'A+' (BL:
     17.64, LCR: 1.41);
  -- $13.7 million class M7 downgraded to 'BBB' from 'A' (BL:
     15.73, LCR: 1.25);
  -- $11 million class M8 downgraded to 'BBB-' from 'A-' (BL:
     14.18, LCR: 1.13);
  -- $9.9 million class M9 downgraded to 'BB' from 'BBB+' (BL:
     12.71, LCR: 1.01);
  -- $9.9 million class B1 downgraded to 'BB-' from 'BBB' (BL:
     11.26, LCR: 0.9);
  -- $11.5 million class B2 downgraded to 'CCC' from 'BB+' (BL:
     9.14, LCR: 0.73);

Deal Summary
  -- Originators: 45% Aegis;
  -- 60+ day Delinquency: 17.71%;
  -- Realized Losses to date: (% of Original balance): 0.60%;
  -- Expected Remaining Losses (% of Current Balance): 12.55%;
  -- Cumulative Expected Losses (% of Original Balance): 9.59%.

SASCO 2006-BC2
  -- $701.3 million class A affirmed at 'AAA' (BL: 33.42, LCR:
     2.64);
  -- $62.4 million class M1 affirmed at 'AA+' (BL: 29.74, LCR:
     2.35);
  -- $45.3 million class M2 affirmed at 'AA' (BL: 25.46, LCR:   
     2.01);
  -- $22.3 million class M3 affirmed at 'AA-' (BL: 23.12, LCR:
     1.83);
  -- $20.6 million class M4 affirmed at 'A+' (BL: 20.96, LCR:
     1.66);
  -- $18.2 million class M5 affirmed at 'A' (BL: 19.04, LCR:
     1.5);
  -- $11.1 million class M6 affirmed at 'A-' (BL: 17.78, LCR:
     1.4);
  -- $13.5 million class M7 downgraded to 'BBB' from 'BBB+' (BL:
     16.09, LCR: 1.27);
  -- $10 million class M8 downgraded to 'BBB-' from 'BBB' (BL:
     14.75, LCR: 1.17);
  -- $10.5 million class M9 downgraded to 'BB+' from 'BBB-' (BL:
     13.19, LCR: 1.04);
  -- $16.4 million class B1 downgraded to 'B+' from 'BB+' (BL:
     10.90, LCR: 0.86);
  -- $11.1 million class B2 downgraded to 'B' from 'BB' (BL:
     9.67, LCR: 0.76).

Deal Summary
  -- Originators: Various;
  -- 60+ day Delinquency: 14.53%;
  -- Realized Losses to date: (% of Original balance): 0.58%;
  -- Expected Remaining Losses (% of Current Balance): 12.66%;
  -- Cumulative Expected Losses (% of Original Balance): 10.95%.

SASCO 2006-BC3
  -- $891.5 million class A affirmed at 'AAA' (BL: 31.46, LCR:
     2.21);
  -- $51.4 million class M1 downgraded to 'AA' from 'AA+' (BL:
     27.46, LCR: 1.93);
  -- $40.2 million class M2 downgraded to 'A+' from 'AA' (BL:
     23.89, LCR: 1.68);
  -- $25.7 million class M3 downgraded to 'A' from 'AA-' (BL:   
     21.57, LCR: 1.52);
  -- $23.1 million class M4 downgraded to 'BBB+' from 'A+' (BL:
     19.42, LCR: 1.37);
  -- $21.1 million class M5 downgraded to 'BBB' from 'A' (BL:
     17.33, LCR: 1.22);
  -- $15.8 million class M6 downgraded to 'BBB-' from 'A-' (BL:
     15.65, LCR: 1.1);
  -- $14.5 million class M7 downgraded to 'BB' from 'BBB+' (BL:
     14.01, LCR: 0.98);
  -- $9.2 million class M8 downgraded to 'BB-' from 'BBB' (BL:
     12.85, LCR: 0.9);
  -- $14.5 million class M9 downgraded to 'B' from 'BBB-' (BL:
     10.91, LCR: 0.77);
  -- $12.5 million class B1 downgraded to 'CCC' from 'BB+' (BL:  
     9.25, LCR: 0.65);
  -- $11.8 million class B2 downgraded to 'CCC' from 'BB' (BL:
     7.94, LCR: 0.56).

Deal Summary
  --Originators: Various;
  -- 60+ day Delinquency: 11.18%;
  -- Realized Losses to date: (% of Original balance): 0.07%;
  -- Expected Remaining Losses (% of Current Balance): 14.22%;
  -- Cumulative Expected Losses (% of Original Balance): 12.44%.

SASCO, Series 2006-BC4
  -- $1.085 billion class A affirmed at 'AAA' (BL: 30.29, LCR:
     2.93);
  -- $61.4 million class M1 affirmed at 'AA+' (BL: 25.24, LCR:
     2.44);
  -- $53.6 million class M2 affirmed at 'AA' (BL: 21.51, LCR:
     2.08);
  -- $27.5 million class M3 affirmed at 'AA-' (BL: 19.39, LCR:
     1.87);
  -- $24.4 million class M4 affirmed at 'A+' (BL: 17.49, LCR:
     1.69);
  -- $18.1 million class M5 affirmed at 'A' (BL: 16.03, LCR:
     1.55);
  -- $18.1 million class M6 affirmed at 'A-' (BL: 14.54, LCR:
     1.4);
  -- $14.9 million class M7 downgraded to 'BBB' from 'BBB+' (BL:
     13.18, LCR: 1.27);
  -- $12.6 million class M8 downgraded to 'BBB-' from 'BBB' (BL:
     11.88, LCR: 1.15);
  -- $15.7 million class M9 downgraded to 'BB' from 'BBB-' (BL:
     10.23, LCR: 0.99);
  -- $18.9 million class B downgraded to 'B+' from 'BB+' (BL:
     8.65, LCR: 0.84).

Deal Summary
  -- Originators: 74% BNC;
  -- 60+ day Delinquency: 8.85%;
  -- Realized Losses to date: (% of Original balance): 0.01%;
  -- Expected Remaining Losses (% of Current Balance): 10.35%;
  -- Cumulative Expected Losses (% of Original Balance): 9.07%.

SASCO 2006-NC1
  -- $651.1 million class A affirmed at 'AAA' (BL: 44.96, LCR:
     2.96);
  -- $50.4 million class M-1 affirmed at 'AA+' (BL: 30.74, LCR:
     2.03);
  -- $40.5 million class M-2 downgraded to 'A+' from 'AA' (BL:
     26.25, LCR: 1.73);
  -- $22.7 million class M-3 downgraded to 'A' from 'AA-' (BL:
     23.69, LCR: 1.56);
  -- $18.4 million class M-4 downgraded to 'A-' from 'A+' (BL:
     21.62, LCR: 1.43);
  -- $19 million class M-5 downgraded to 'BBB' from 'A' (BL:
     19.46, LCR: 1.28);
  -- $17.2 million class M-6 downgraded to 'BBB-' from 'A-' (BL:
     17.49, LCR: 1.15);
  -- $14.7 million class M-7 downgraded to 'BB+' from 'BBB+' (BL:
     15.74, LCR: 1.04);
  -- $12.3 million class M-8 downgraded to 'BB-' from 'BBB' (BL:
     14.22, LCR: 0.94);
  -- $11 million class M-9 downgraded to 'B+' from 'BBB-' (BL:
     12.61, LCR: 0.83);
  -- $9.2 million class B-1 downgraded to 'CCC' from 'BB+' (BL:
     11.17, LCR: 0.74);
  -- $12.3 million class B-2 downgraded to 'CCC' from 'BB' (BL:
     9.55, LCR: 0.63).

Deal Summary
  -- Originators: 100% New Century;
  -- 60+ day Delinquency: 19.22%;
  -- Realized Losses to date: (% of Original balance): 0.42%;
  -- Expected Remaining Losses (% of Current Balance): 15.17%;
  -- Cumulative Expected Losses (% of Original Balance): 11.48%.

SASCO 2006-Z
  -- $130.1 million class A affirmed at 'AAA' (BL: 42.09, LCR:
     2.73);
  -- $20.4 million class M1 affirmed at 'AA' (BL: 30.63, LCR:
     1.99);
  -- $4.2 million class M2 affirmed at 'AA-' (BL: 28.26, LCR:
     1.83);
  -- $8.8 million class M3 affirmed at 'A' (BL: 23.05, LCR: 1.5);
  -- $7.1 million class M4 downgraded to 'BBB' from 'BBB+' (BL:
     18.62, LCR: 1.21);
  -- $3.3 million class M5 downgraded to 'BB+' from 'BBB' (BL:
     16.69, LCR: 1.08);
  -- $2 million class M6 downgraded to 'BB' from 'BBB-' (BL:
     15.61, LCR: 1.01);
  -- $3.9 million class B2 affirmed at 'BB' (BL: 15.65, LCR:
     1.02).

Deal Summary
  -- Originators: 46% Option One, 44% BNC;
  -- 60+ day Delinquency: 13.24%;
  -- Realized Losses to date: (% of Original balance): 0%;
  -- Expected Remaining Losses (% of Current Balance): 15.41%;
  -- Cumulative Expected Losses (% of Original Balance): 13.91%.


TARGA RESOURCES: Cancels Offer to Purchase 8-1/2% Senior Notes
--------------------------------------------------------------
Targa Resources Inc. and Targa Resources Finance Corporation
have terminated their cash tender offer to purchase any and all of
their outstanding 8-1/2% Senior Notes due 2013 (CUSIP No.
87611UAB7 and U87566AB8) and the related solicitation of consents
from the registered holders of the Notes to certain proposed
amendments to the indenture governing the Notes and to the
waiver of the Issuers' and their subsidiary guarantors'
obligations under a related registration rights agreement.

The tender offer and consent solicitation were subject to certain
conditions, including the consummation by Targa of a new bank
credit facility providing financing for the purchase of the Notes.

The Issuers have concluded that such financing is not currently
available on acceptable terms and therefore are terminating the
tender offer and consent solicitation.  As a result of the
termination of the tender offer and consent solicitation, no Notes
will be accepted for purchase in the tender offer and any notes
that have been tendered will be promptly returned to the tendering
holders.

Headquartered in Houston, Texas, Targa Resources, Inc. (Nasdaq:
NGLS) -- http://www.targaresources.com/-- is an independent     
midstream energy company formed in 2003 by management and Warburg
Pincus, the global private equity firm and a leading energy
investor, to pursue gas gathering, processing and pipeline asset
acquisition opportunities.

                          *     *     *

As reported in the Troubled Company Reporter on July 23, 2007,
Moody's Investors Service affirmed Targa Resources, Inc.'s B1
corporate family rating and assigned Ba3 ratings (LGD 3, 40%) to
its proposed first lien credit facilities comprised of a
$1.525 billion term loan, a $300 million revolving credit
facility, and a $300 million synthetic letter of credit facility.


THORNBURG MORTGAGE: Moody's Lowers Senior Unsecured Debt Rating
---------------------------------------------------------------
Moody's Investors Service downgraded to Ba3 and B2 the senior
unsecured debt and preferred stock ratings, respectively, of
Thornburg Mortgage, Inc.  The ratings remain under review for
possible downgrade.

"These rating actions reflect the significant funding and
valuation volatility in the single-family mortgage market, coupled
with Thornburg Mortgage's highly levered balance sheet and
reliance on short-term financing, as well as an adverse
prospective business environment," says Brian Harris, Moody's
analyst.

Thornburg Mortgage's investment portfolio is almost entirely
focused on Aaa-rated securities backed by jumbo single-family
mortgages originated by Thornburg.  The credit quality of the
REIT's mortgages has consistently been excellent, and Moody's
believe that the REIT has maintained its underwriting quality.
However, Thornburg has aggressively used leverage to boost its
equity returns, leading to limited financial flexibility.  In
addition, the REIT remains exposed to continued margin calls
related to its repo financing, which represents 42% of the firm's
debt funding.

Moody's review of Thornburg Mortgage's ratings for possible
further downgrade reflects the uncertainty regarding Thornburg's
liquidity going forward due to continued volatility in the
mortgage market.  A stable rating outlook would likely result
should the REIT's efforts to stabilize its liquidity position
prove to be successful, with this likely being partly reflective
of reduced short-term debt.  A rating downgrade would reflect a
weakening of liquidity or funding flexibility, or higher leverage
or material asset quality deterioration, which we do not expect.

These ratings were downgraded:

Thornburg Mortgage, Inc.

  -- Senior debt to Ba3, from Ba2;
  -- Preferred stock to B2, from B1;
  -- Senior debt shelf to (P)Ba3, from (P)Ba2;
  -- Preferred stock shelf to (P)B2, from (P)B1.

Thornburg Mortgage, Inc. based in Santa Fe, New Mexico, USA, is a
prominent mortgage investor and originator organized as a REIT.  
As of June 30, 2007, Thornburg Mortgage had assets of
$57.5 billion and book equity of $2.7 billion.


TIAA SEASONED: Fitch Assigns Low-B Ratings on Six Cert. Classes
---------------------------------------------------------------
TIAA Seasoned Commercial Mortgage Trust 2007-C4, commercial
mortgage pass-through certificates are rated by Fitch Ratings as:

  -- $550,000,000 class A-1 'AAA';
  -- $324,720,000 class A-2 'AAA';
  -- $686,028,000 class A-3 'AAA';
  -- $112,562,000 class A-1A 'AAA'
  -- $227,500,000 class A-J 'AAA';
  -- $10,460,000 class B 'AA+';
  -- $28,760,000 class C 'AA';
  -- $18,300,000 class D 'AA-';
  -- $5,230,000 class E 'A+';
  -- $15,690,000 class F 'A';
  -- $2,091,678,319 class X 'AAA';
  -- $20,910,000 class G 'A-';
  -- $13,070,000 class H 'BBB+';
  -- $23,540,000 class J 'BBB';
  -- $7,840,000 class K 'BBB-';
  -- $7,840,000 class L 'BB+';
  -- $7,850,000 class M 'BB';
  -- $2,610,000 class N 'BB-';
  -- $7,850,000 class P 'B+';
  -- $2,610,000 class Q 'B';
  -- $2,610,000 class S 'B-'.
  
The $15,698,319 class T is not rated by Fitch.

Classes A-1, A-2, A-3, A-1A, A-J, B, C, D, E, and F are offered
publicly, while classes X, G, H, J, K, L, M, N, P, Q, S and T are
privately placed pursuant to rule 144A of the Securities Act of
1933.  The certificates represent beneficial ownership interest in
the trust, primary assets of which are 148 fixed rate loans having
an aggregate principal balance of approximately $2,091,678,319, as
of the cutoff date.


TITANIUM METALS: Earns $76.3 Million in Second Quarter 2007
-----------------------------------------------------------
Titanium Metals Corporation reported that its net income
attributable to common stockholders increased 41% to
$76.3 million for the quarter ended June 30, 2007, compared to
$54.3 million for the quarter ended June 30, 2006.

The company's net sales increased 13% from $300.9 million during
the second quarter of 2006 to $341.2 million during the second
quarter of 2007 due primarily to increases in average selling
prices and favorable changes in product mix.  

Operating income increased 26% to $118 million for the quarter
ended June 30, 2007 compared to $93.6 million for the quarter
ended June 30, 2006.  

The company's sales order backlog at the end of June 2007 was
$1 billion compared to $1 billion at the end of March 2007 and
$0.9 billion at the end of June 2006.

The company reported total assets of $1.2 billion, total
liabilities of $316.7 million, and total stockholders' equity of
$878.9 million as of June 30, 2007.

Full-text copies of the company's financials are available for
free at http://researcharchives.com/t/s?225f

Steven L. Watson, vice chairman and chief executive officer, said,
"We continue to see long-term favorable demand trends across all
of our primary markets.  Our facilities are operating at high
capacity levels that improve cost efficiency, contributing to our
record levels of operating income.  While our near-term focus
remains on maximizing our existing productive capacity through
initiatives that emphasize efficiency, innovation and
technological advances, we are also continuing our efforts to
expand our productive capacity across all areas of our
manufacturing operations.  We are committed to maintaining the
certainty, quality and reliability of supply to service the
expanding needs of our current and prospective customers.

"Our 4,000 metric ton Vacuum Distillation Process ("VDP") sponge
expansion in Henderson, Nevada commenced commercial production in
April 2007, and we expect to be operating at full annual capacity
of approximately 12,600 metric tons by the end of the third
quarter of 2007.  As part of our plans to assure our future supply
of raw materials, we are continuing our design, engineering and
site selection for a new VDP premium-grade sponge facility.  We
are also continuing to explore and pursue additional third-party
long-term sources of sponge and scrap.

"Our electron beam cold hearth ("EB") melt capacity addition in
Morgantown, Pennsylvania of approximately 8,500 metric tons,
annually, is on schedule for an anticipated completion date of
early 2008.  We also commenced efforts to add a similar EB furnace
at our Morgantown, Pennsylvania facility, scheduled to be
completed in the last half of 2009.  During 2007 we have also
commenced construction of additional vacuum arc remelt ("VAR")
capacity additions at our Witton, Morgantown and Savoie locations,
all of which are expected to be completed by the end of the second
quarter of 2008.  Upon completion, these melt capacity additions
will increase our EB melt capacity by approximately 107% and will
increase our VAR capacity by approximately 34%.  As we continue to
adjust our long-term business plan in response to industry trends,
we will consider more additions to our melt capacity based on our
raw material sources and product mix.

"We have numerous other capital projects in process to improve and
expand our productive capacity for scrap recycling and production
of mill products.  We also continue to evaluate opportunities to
enter into long-term conversion agreements with third parties to
address certain areas of additional or expanded manufacturing
requirements as an alternative to the addition or expansion of our
internal manufacturing capacity.  Our ongoing and planned
expansions of sponge and melt capacities, as well as our efforts
to expand our key relationships with third-parties, allow TIMET to
remain positioned to effectively utilize available resources to
strategically invest in our business to achieve profitable growth
and return on invested capital.  We continue to emphasize
initiatives that will increase our participation in downstream
value-added products and services which are expected to provide
strong operating results."

                   About Titanium Metals Corp.

Based in Dallas, Texas, Titanium Metals Corp. (NYSE: TIE) --
http://www.timet.com/-- produces titanium melted and mill  
products.  It offers titanium sponge, melted products, mill
products, and industrial fabrications.  The company has
substantial operations located in the United Kingdom, France and
Italy and sales offices in Australia, China, Japan, Saudi Arabia,
India, and Taiwan.

                          *     *     *

Titanium Metals carries Moody's Investors Services' Caa1 issuer
rating and B3 Long-Term corporate family rating.


TRI-COUNTY INDUSTRIES: Voluntary Chapter 11 Case Summary
--------------------------------------------------------
Debtor: Tri-County Industries II, Inc.
        14940 Main Street
        Upper Marlboro, MD 20772

Bankruptcy Case No.: 07-17407

Type of Business: The Debtor offers services for the removal and
                  disposal of lead contaminated soil.

Chapter 11 Petition Date: August 8, 2007

Court: District of Maryland (Greenbelt)

Judge: Thomas J. Catliota

Debtor's Counsel: Steven H. Greenfeld, Esq.
                  Cohen, Baldinger & Greenfeld, LLC
                  7910 Woodmont Avenue, Suite 760
                  Bethesda, MD 20814
                  Tel: (301) 881-8300
                  Fax: (301) 881-8350

Estimated Assets: Unknown

Estimated Debts:  $100,000 to $1 Million

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


TERYL RESOURCES: Posts CDN$64,280 Net Loss in Qtr. Ended Feb. 28
----------------------------------------------------------------
Teryl Resources Corp. reported a net loss of CDN$64,280 on oil  
and gas sales of $4,362 for the third quarter ended Feb 28, 2007,
compared to a net loss of CDN$71,374 on oil and gas sales of
CDN$9,506 for the same period in 2006.  

The change in revenue is due to fluctuations in oil and gas
prices.  

At Feb. 28, 2007, the company's oil and gas operations had a net
income of CDN$2,958 compared to CDN$7,239 as at Feb. 28, 2006.

The decrease in net loss is mainly a result of a decrease in
general and administrative expenses, partly offset by a decrease
in net income from the company's oil and gas operations.

General and administrative expensesd decreased to CDN$67,236
compared to CDN$78,613 during the comparable period in 2006.

At Feb. 28, 2006, the company's consolidated balance sheet showed
CDN$3.6 million in total assets, CDN$376,493 in total liabilities,
and CDN$3.2 million in total stockholders' equity.

The company's consolidated balance sheet at Feb. 28, 2007, also
showed strained liquidity with CDN$123,079 in total current assets
available to pay CDN$376,493 in total current liabilities.

Full-text copies of the company's consolidated financial
statements for the quarter ended Feb. 28, 2007, are available for
free at http://researcharchives.com/t/s?2242

                       Going Concern Doubt

Morgan & Company, in Vancouver, Canada, conducted its audit of
Teryl Resources' consolidated financial statements for the year
ended May 31, 2006, and 2005, in accordance with Canadian
reporting standards which do not permit a reference to events and
conditions which cast substantial doubt about the company's
ability to continue as a going concern in the auditor's report
when these are adequately disclosed in the consolidated financial
statements.

As disclosed in the notes to the consolidated financial statements
for the years ended May 31, 2006, and 2005, the company's ongoing
operation is dependent upon cash flow from successful operations
and equity financing.  The company incurred losses of CDN$430,646,
CDN$515,740, and CDN$791,776 in the years ended May 31, 2006,
2005, and 2004, respectively.

                      About Teryl Resources

Headquartered in Richmond, British Columbia, Canada, Teryl
Resources Corp. -- http://www.terylresources.com/-- is one of the  
main landowners in the Fairbanks Mining District, Alaska.  The Gil
project is a joint venture with Kinross Gold Corporation.  The
company's holdings also include the Fish Creek Claims, 50%
optioned from Linux Gold Corp. and the Stepovich Claims, where
Teryl has a 10% net profit interest from Kinross.  The company
also has a 100%-interest in the West Ridge property.


UNIVERSAL EXPRESS: To Appeal for Jury Trial on Short Selling Case
-----------------------------------------------------------------
Universal Express Inc. was required to submit its appeal arguments
to the United States Court of Appeals in its ongoing Securities
and Exchange Commission case, including Universal Express'
justifiable request for a jury trial.

"Recent rulings simply decided to allow our appeal to go forward
as expected.  The lower court determined that our request for a
jury trial was 'moot' pending our appeal papers going before the
Court of Appeals.  We respectfully disagree with the lower court's
interpretation of our bankruptcy code immunity, the ignoring of
naked short selling and disregard for the SEC's abuse of power to
silence us on the naked shorting scandal," said Richard A.
Altomare, chairman and chief executive officer of Universal
Express, Inc.

"Our initial request for a jury trial will be presented to the
appellate court.

"Nothing has changed our position on naked short selling and
recent rulings ignored our constitutionally sound defense and our
existing $700,000,000 naked short selling judgments.

"It is important to note that upon the granting of a jury trial
all decisions also become 'moot'.  That's why a jury trial is so
important in this case.

"It is unfortunate that landmark cases are not decided at lower
levels, but we remain confident of our position on naked short
selling and a reversal on this matter of national importance,"
continued Mr. Altomare.

"It continues to astound me that the original defendant (SEC) has
attempted to shift their role in naked short selling to their
violation of our corporate rights. Their customary tactics are
ones of demonizing the victims while the SEC permits the daily
issuances of billions of counterfeit shares as they disregard
their responsibilities to the general public.

"There is only one pertinent question that responsible citizens
and sophisticated business people should examine. Should the
defendant be permitted to disregard their role in our $700,000,000
existing judgments while they attempt to silence or damage the
plaintiff whistleblower?

"Men of integrity may differ on matters of law and fact. Such is
this case, which will take many twists and turn before our
American trading system and the rightful role of the Security and
Exchange Commission are redefined and corrected with the help of
the spark of resistance by this resilient and righteous company.
Americans should never fear their governmental agencies, and all
Americans deserve jury trials," concluded Mr. Altomare.

                     About Universal Express

Universal Express Inc. (OTC BB: USXP.OB)-- http://www.usxp.com/--
is a logistics and transportation conglomerate with multiple
developing subsidiaries and services.  Its principal subsidiaries
include Universal Express Capital Corp. and Universal Express
Logistics Inc., which includes Virtual Bellhop, LLC, Luggage
Express and Worldpost, its international shipping divisions, and
Private Postal Center Network.com and its division Postal Business
Center Network.com.

                       Going Concern Doubt

As reported in the Troubled Company Reporter on Oct. 16, 2006,
Pollard-Kelley Auditing Services Inc. in Fairlawn, Ohio, expressed
substantial doubt about Universal Express Inc.'s ability to
continue as a going concern after auditing the company's financial
statements for the fiscal year ended June 30, 2006.  The auditing
firm pointed to the company's recurring losses.


URS CORP: Earns $36.8 Million in Quarter Ended June 29
------------------------------------------------------
URS Corporation reported its financial results for the second
quarter of fiscal 2007, which ended on June 29, 2007.  Revenues
for the quarter were $1.25 billion, compared with revenues of
$1.07 billion during the second quarter of 2006, an increase of
17%.  Net income was $36.8 million, an increase of 13% over the
$32.6 million reported for the corresponding period in 2006.

As of June 29, 2007, the Company's backlog was $5.75 billion,
compared to $4.64 billion as of Dec. 29, 2006, an increase of 24%.

"URS had another excellent quarter, highlighted by record
revenues, net income and EPS,” Martin M. Koffel, Chairman and
Chief Executive Officer, stated.  “Our results were driven by
strong growth in our private sector business, particularly
emissions control work for utility companies.  The increase in our
state and local government revenues reflects the increased
investment in, and funding for, infrastructure projects.  Our
success in these markets more than offset the temporary weakness
in certain parts of our federal sector, and underscore the
strength of the diverse, strategic portfolio of businesses we have
assembled.  We ended the quarter with the largest book of business
in URS' history."

"Given our record book of business, and positive trends across our
domestic private sector, state and local government, and
international businesses, we believe the company is well
positioned for continued growth over the remainder of 2007 and
into 2008,” Mr. Koffel continued.

For the six months ended June 29, 2007, revenues increased by 15%
to $2.38 billion, from $2.07 billion for the first six months of
2006. Net income for the six months ended June 29, 2007 was
$67.2 million.  Net income for the comparable period in 2006 was
$56.8 million.

Headquartered in San Francisco, California, URS Corporation
(NYSE:URS) -- http://www.urscorp.com/-- offers a comprehensive
range of professional planning and design, systems engineering and
technical assistance, program and construction management, and
operations and maintenance services for transportation,
facilities, environmental, water/wastewater, industrial
infrastructure and process, homeland security, installations and
logistics, and defense systems.  The company operates in more than
20 countries with approximately 29,500 employees providing
engineering and technical services to federal, state and local
governmental agencies as well as private clients in the chemical,
pharmaceutical, oil and gas, power, manufacturing, mining and
forest products industries.

                          *     *     *

As reported in the Troubled Company Reporter on June 1, 2007,
Moody's Investors Service placed the Ba1 Corporate Family Rating
and other instrument ratings of URS Corporation on review for
downgrade following its announcement that a definitive agreement
for the acquisition of Washington Group International, Inc. was
signed.

Standard & Poor's Ratings Services placed its ratings, including
its 'BB+' corporate credit rating, on URS Corp. on CreditWatch
with negative implications.


USA INVESTMENT: Court Approves Sale Procedures for Hotel Zoso
-------------------------------------------------------------
The United States Bankruptcy Court for the District of Nevada has
approved motions for affiliates of USA Investment Partners to sell
Hotel Zoso and units at the Palm Springs Marquis Villas, both
located in Palm Springs, California.

The "Stalking Horse" asset sale places a minimum value on the
Hotel Zoso of $25,117,500 and on the Palm Springs Marquis Villas
of $10,829,625.  The Hotel Zoso is a luxury 163-room facility
which opened in December 2005.  The Palm Springs Marquis Villas
comprises 101 units, of which a subsidiary of USA Investment
Partners owns 63.  Affiliates of American Property Hospitality
Management, LLC are the court-approved "stalking horse" bidders
and have agreed to pay the minimum bids.  The deadline for
qualified bids is Oct. 9, 2007, and the Court has set Oct. 15,
2007, at 10:30 am to conduct auctions of the properties if
competing bids are submitted.

The motion filed by Gordon & Silver, Ltd. of Las Vegas, which
represents the Bankruptcy Trustee for USA Investment Partners,
Lisa Poulin, states that any purchase agreement will be "subject
to a competitive bidding process" with both properties.  Gregory
Garman of Gordon & Silver said, "We are, of course, pleased with
the outcome and expect to immediately engage in the bidding
Process, which we anticipate will culminate with a court auction
in the early fall."

"We expect a very robust bidding process for these valuable
properties and anticipate a smooth transition in the ultimate
sale,” Ms. Poulin said.  “To that end, we have engaged Jim
Matthews, a seasoned real estate professional to manage the sales
process."

U.S.A. Investment Partners, L.L.C., invests and develops real
estate.  On April 4, 2007, creditors filed an involuntary chapter
11 petition against the company (Bankr. D. Nev. Case No. 07-
11821).  Lisa M. Poulin was appointed as interim chapter 11
trustee.  Brigid M. Higgins, Esq., Eric Van, Esq., Gerald M.
Gordon, Esq., Gregory E. Garman, Esq., and Talitha B. Gray, Esq.,
at Gordon & Silver, Ltd., represents the chapter 11 trustee.


VICTORY MEMORIAL: Has Until Nov. 15 to File a Plan
--------------------------------------------------
The Honorable Carla E. Craig of the United States Bankruptcy Court
for the Eastern District of New York entered a bridge order
extending Victory Memorial Hospital and its debtor-affiliates'
exclusive periods to:

   a. file a Chapter 11 plan until Nov. 15, 2007; and

   b. solicit acceptances of that plan until Jan. 15, 2008.

The Debtor's exclusive period to file a plan expired on July 15,
2007.

The Debtors intend to comply with the Berger Recommendations Law
that took effect on Jan. 1, 2007, which advocated for the closure
of the Debtors' acute-care facilities and a continuation of the
facilities' skilled nursing, ambulatory, and home health care
programs.

In addition, the Debtors need more time to evaluate their
assets and liabilities from its combined operations, with over
$49 million in estimated assets as of the Debtors' bankruptcy
filing.

Based in Brooklyn, New York, Victory Memorial Hospital is a non-
profit, full service acute care voluntary hospital with
approximately 241 beds and a skilled nursing unit with 150 beds.
Victory Hospital provides a full range of medical services with a
focus on community care and a program of community outreach to the
Brooklyn community.  Victory Ambulance Services, Inc. a for-profit
subsidiary, provides Victory Hospital with ambulance services.
Victory Pharmacy, Inc., a for-profit subsidiary, does not have any
employees or assets.

The company and its two-subsidiaries filed for chapter 11
protection on Nov. 15, 2006 (Bankr. S.D.N.Y. Case Nos. 06-44387
through 06-44389).  Timothy W. Walsh, Esq., and Jeremy R. Johnson,
Esq., at DLA Piper US LLP, represent the Debtors.  When the
Debtors filed for protection from their creditors, they listed
estimated assets and debts between $1 million and $100 million.


VIOQUEST PHARMA: Posts $2.5 Million Net Loss in Qtr. Ended June 30
------------------------------------------------------------------
VioQuest Pharmaceuticals Inc. reported a net loss of $2.5 million
for the second quarter ended June 30, 2007, compared with a net
loss of $1.8 million for the same period last year.  Results for
the three months ended June 30, 2007, and 2006, included a loss
from discontinued operations of $335,422 and $410,900 for the
three months ended June 30, 2006, and 2005, respectively.

The decreased loss from discontinued operations for the three
months ended June 30, 2007, as compared to the three months ended
June 30, 2006, was primarily attributable to lower cost of sales,
yielding higher gross margins through the increased utilization of
the company's China operations for the manufacturing of the
company's products, in addition to lower employee costs as a
result of reductions in headcount in the company's Monmouth
Junction, New Jersey facility in the fourth quarter of 2006.

The company has had no revenues from its continuing operations
through June 30, 2007.

The company's loss from continuing operations for the three months
ended June 30, 2007, was $$2.1 million, as compared to
$1.4 million for the three months ended June 30, 2006.  The
increased loss from continuing operations was attributable
primarily to increased R&D expenses, increased outside clinical
research organization and manufacturing costs, maintenance and
licensing fees provided to the institutions the company licensed
Lenocta(TM) and VQD-002 from, in addition to other clinical
development costs for the Lenocta(TM) and VQD-002 programs.

At June 30, 2007, the company's consolidated balance sheet showed
$5.7 million in total assets, $5.6 million in total liabilities,
and $61,089 in total stockholders' equity.

Full-text copies of the company's consolidated financial
statements for the quarter ended June 30, 2007, are available for
free at http://researcharchives.com/t/s?2247

                       Going Concern Doubt

As reported in the Troubled Company Reporter on April 11, 2007,
J.H. Cohn LLP expressed substantial doubt about VioQuest
Pharmaceuticals Inc.'s ability to continue as a going concern
after auditing the company's financial statements as of Dec. 31,
2006, and 2005.  The auditing firm pointed to the company's
accumulated deficit at Dec. 31, 2006, and recurring losses and
negative cash flows from operating activities.

                  About VioQuest Pharmaceuticals

VioQuest Pharmaceuticals Inc. (OTC BB: VQPH) --
http://www.vioquestpharm.com/-- focuses on acquiring, developing,  
and commercializing targeted late preclinical and early clinical
stage therapies with unique mechanisms of action for oncology,
viral and autoimmune disorders.  VioQuest has two targeted
therapeutics in Phase I/IIa clinic trials: VQD-002 which inhibits
activation of Akt that is seen at abnormally high levels in
breast, ovarian, colorectal, pancreatic, and hematologic tumors;
and Lenocta(TM), an inhibitor of specific protein tyrosine
phosphatases, which has shown compelling preclinical activity in
both renal and melanoma cancers.


WACHOVIA BANK: Moody's Affirms Low-B Ratings on Six Cert. Classes
-----------------------------------------------------------------
Moody's Investors Service upgraded the rating of five classes and
affirmed the ratings of 13 classes of Wachovia Bank Commercial
Mortgage Trust, Commercial Mortgage Pass-Through Certificates,
Series 2003-C6 as:

-- Class A-1, $32,593,641, affirmed at Aaa
-- Class A-2, $215,000,000, affirmed at Aaa
-- Class A-3, $143,000,000, affirmed at Aaa
-- Class A-4, $317,373,000, affirmed at Aaa
-- Class IO, Notional, affirmed at Aaa
-- Class B, $29,774,000, affirmed at Aaa
-- Class C, $13,101,000, affirmed at Aaa
-- Class D, $25,010,000, upgraded to Aaa from Aa3
-- Class E, $14,292,000, upgraded to Aa1 from A1
-- Class F, $17,865,000, upgraded to A1 from Baa1
-- Class G, $13,101,000, upgraded to A3 from Baa2
-- Class H, $13,100,000, upgraded to Baa2 from Baa3
-- Class J, $14,292,000, affirmed at Ba1
-- Class K, $9,528,000, affirmed at Ba2
-- Class L, $4,764,000, affirmed at Ba3
-- Class M, $4,764,000, affirmed at B1
-- Class N, $4,764,000, affirmed at B2
-- Class O, $3,572,000, affirmed at B3

As of the July 16, 2007 distribution date, the transaction's
aggregate certificate balance has decreased by about 6.6% to
$890.2 million from $952.7 million at securitization.  The
certificates are collateralized by 100 loans ranging in size from
less than 1% to 11.2% of the pool, with the top loan groups
representing 50.3% of the pool.  The pool includes four shadow
rated loans, representing 22.8% of the pool.  Nineteen loans,
representing 26.8% of the pool, have defeased and have been
replaced with U.S. government securities.

One loan has been liquidated from the trust, resulting in a
realized loss of about $1.1 million.  Currently there are no loans
in special servicing.  Ten loans, representing 7.4% of the pool,
are on the master servicer's watchlist.

Moody's was provided with year-end 2006 operating results for
97.8% of the pool.  Moody's weighted average loan to value ratio
for the conduit component is 83.2%, compared to 86.4% at Moody's
last full review in August 2006 and compared to 94.9% at
securitization.  Moody's is upgrading Classes D, E, F, G and H due
to defeasance, increased subordination levels and improved overall
pool performance.

The largest shadow rated loan is the 50 Central Park South Loan
($80.5 million -- 9%), which is secured by the leased fee interest
in a hotel condominium, the Ritz Carlton Central Park South
located in New York City.  Moody's current shadow rating is Ba1,
the same as at last review.

The second largest shadow rated loan is the Lloyd Center Loan
($66 million - 7.4%), which is secured by the borrower's interest
in a 1.4 million square foot regional mall located in Portland,
Oregon.  The center is anchored by Macy's, Nordstrom and Sears.
The in-line shop space was 95.6% occupied as of May 2007.  Moody's
current shadow rating is Baa2, the same as at last review.

The third largest shadow rated loan is the Village Center at
Dulles Loan ($37 million - 4%), which is secured by a 290,000
square foot retail center located in Dulles, Virginia.  The center
is 97% occupied, compared to 99.3% at last review. Performance has
improved due to increased revenues.  Moody's current shadow rating
is Baa2, compared to Baa3 at last review.

The fourth largest shadow rated loan is the Port Authority
Building Loan ($19.1 million - 2.1%), which is secured by a
304,000 square foot office building located in Jersey City, New
Jersey.  The property is fully leased to The Port Authority of New
York and New Jersey through February 2020.  Moody's current shadow
rating is Aa2, the same as at last review.

The top three non-defeased conduit loans represent 6.8% of the
pool.  The largest conduit loan is the Coral Sky Plaza Loan
($23.7 million - 2.7%), which is secured by 233,000 square foot
retail center located in Royal Palm Beach, Florida.  The center is
100% occupied, the same as at last review.  Moody's LTV is 93.2%
compared to 96.2% at last review.

The second largest conduit loan is the Shoppes at Union Hill Loan
($19 million - 2.1%), which is secured by an 88,000 square foot
retail center located in Denville, New Jersey.  The center is 100%
occupied, the same as at last review.  Moody's LTV is 79.7%,
compared to 87.6% at last review.

The third largest conduit loan is the Via Tuscany Apartments Loan
($18 million - 2%), which is secured by a 280-unit Class A
multifamily property located in Melbourne, Florida.  The property
was 83% occupied as of April 2007, compared to 93% at
securitization.  Moody's LTV is 88%, compared to 89.6% at last
review.


WALTON TOOL: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Walton Tool, Inc.
        300 East Park Drive
        Albion, IN 46701

Bankruptcy Case No.: 07-12238

Type of Business: The Debtor supplies tools to the tile,
                  brick, concrete, plastering, stucco, and
                  flooring trades.  See http://www.waltontool.com/

Chapter 11 Petition Date: August 9, 2007

Court: Northern District of Indiana (Fort Wayne)

Debtor's Counsel: Grant F. Shipley, Esq.
                  Shipley & Associates
                  233 West Baker Street
                  Fort Wayne, IN 46802-3413
                  Tel: (260) 422-2700
                  Fax: (260) 424-2960

Estimated Assets: $100,000 to $1 Million

Estimated Debts:  $1 Million to $100 Million

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


WINDSOR QUALITY: Weak Quarter Results Cue S&P's Negative Outlook
----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Houston,
Texas-based Windsor Quality Food Co. Ltd. to negative from stable.  
At the same time, Standard & Poor's affirmed its existing ratings
on the company, including the 'B+' corporate credit rating.  About
$209 million total debt was outstanding at June 30, 2007.
     
"The outlook revision reflects weaker-than-expected results for
the quarter ended June 30, 2007, which could pressure future
covenant compliance if operating performance does not improve,"
said Standard & Poor's credit analyst Alison Sullivan.
     
Despite price increases and cost saving initiatives, credit
metrics are likely to remain pressured due to high commodity costs
and investment in a new manufacturing facility.
     
"We are concerned that covenant cushion could be limited over the
next several quarters," said Ms. Sullivan.
     
The ratings on privately held Windsor reflect its highly leveraged
financial profile relative to size, and its narrow product focus.  
Windsor competes within a narrow sector of the $26.4 billion
frozen-food market, manufacturing ethnic food products.


ZOTS CORP: Voluntary Chapter 11 Case Summary
--------------------------------------------
Debtor: Zotz Corporation
        fka Billo Corp.
        321 Red Oak Court
        Monroeville, PA 15146
        Tel: (412) 225-8429

Bankruptcy Case No.: 07-25033

Chapter 11 Petition Date: August 8, 2007

Court: Western District of Pennsylvania (Pittsburgh)

Judge: Bernard Markovitz

Debtor's Counsel: P. William Bercik, Esq.
                  1040 Fifth Avenue
                  Pittsburgh, PA 15219
                  Tel: (412) 471-4244
                  Fax: (412) 391-6344

Estimated Assets: $1 Million to $100 Million

Estimated Debts:      $100,000 to $1 Million

The Debtor did not submit a list of its largest unsecured
creditors.


* A.M. Best Assesses Financial Strengths of 59 Health Orgs.
-----------------------------------------------------------
A.M. Best Co. affirmed the financial strength ratings of 34 health
maintenance organizations, downgraded 11 HMO FSRs, upgraded 11 HMO
FSRs, assigned one HMO FSR and withdrew two HMO FSRs.  

In addition, A.M. Best assigned each company an issuer credit
rating.

These ratings are based solely upon public information and present
the most informed view A.M. Best can offer, short of an insurer
participating in the full interactive rating process.  A.M. Best
uses the same rating scale and definitions as it does for its
long-term financial strength interactive ratings but applies a pd
modifier to ensure the user is aware of the more limited
information basis for the rating.

A.M. Best's HMO pd ratings will be released regularly over the
next two months.  Each month, A.M. Best will provide an update of
the recent rating actions.

A.M. Best affirmed the FSRs and assigned ICRs to these HMO
companies:

             Company                              FSR       ICR
             -------                              ---       ---
America's Health Choice Medical Plans, Inc.   C+(Marginal)  "b-"
Avera Health Plans, Inc.                      B-(Fair)      "bb-"
Care 1st Health Plan, Inc.                    B-(Fair)      "bb-"
Children's Mercy's Family Health Partners     C+(Marginal)  "b-"
Chinese Community Health Plan                 C+(Marginal)  "b-"
Colorado Access                               C-(Weak)      "cc"
Coordinated Care Corporation Indiana, Inc.    C+(Marginal)  "b-"
Cox Health Systems HMO                        C++(Marginal) "b"
Denver Health Medical Plan, Inc.              C+(Marginal)  "b-"
Florida Health Care Plan, Inc.                B(Fair)       "bb"
Good Health HMO, Inc.                         B(Fair)       "bb"
Grand Valley Health Plan, Inc.                C++(Marginal) "b"
Group Health Cooperative of South
Central Wisconsin                             B+(Good)      "bbb-"
Gundersen Lutheran Health Plan, Inc.          C+(Marginal)  "b-"
Harmony Health Plan of Illinois, Inc.         C++(Marginal) "b"
Health Plan of Michigan                       B-(Fair)      "bb-"
Health Plus of Louisiana, Inc.                B(Fair)       "bb"
Health Tradition Health Plan                  C++(Marginal) "b"
Healthy Palm Beaches, Inc.                    B-(Fair)      "bb-"
Kern Health Systems                           B(Fair)       "bb"
Lovelace Health System, Inc.                  C+(Marginal)  "b-"
Managed Health Services
Insurance Corporation                         C++(Marginal) "b"
Medical Health Insuring
Corporation of Ohio                           B+(Good)      "bbb-"
OPTIMA Health Plan                            B+(Good)      "bbb-"
Physicians Health Plan
Mid-Michigan Family Care                      C++(Marginal) "b"
Preferred Medical Plan                        C++(Marginal) "b"
PrimeCare Medical Network, Inc.               C+(Marginal)  "b-"
SafeGuard Health Plans, Inc.                  B-(Fair)      "bb-"
Sioux Valley Health Plan                      C++(Marginal) "b"
Superior Dental Care, Inc.                    B-(Fair)      "bb-"
VIVA Health, Inc.                             C++(Marginal) "b"
WellCare of Florida, Inc.                     B-(Fair)      "bb-"
WellCare of New York, Inc.                    B(Fair)       "bb"
WINhealth Partners                            B(Fair)       "bb"

A.M. Best upgraded the FSRs and assigned ICRs to these HMO
companies:

Athens Area Health Plan Select, Inc.          C+(Marginal)  "b-"
Community Health Group                        C+(Marginal)  "b-"
Elderplan, Inc.                               B-(Fair)      "bb-"
HealthEase of Florida, Inc.                   B(Fair)       "bb"
McLaren Health Plan, Inc.                     B(Fair)       "bb"
Mount Carmel Health Plan, Inc.                B+(Good)      "bbb-"
SCAN Health Plan                              B+(Good)      "bbb-"
Texas Children's Health Plan, Inc.            B(Fair)       "bb"
Upper Peninsula Health Plan, Inc.             C++(Marginal) "b"
Vantage Health Plan, Inc.                     B-(Fair)      "bb-"
Virginia Premier Health Plan                  B-(Fair)      "bb-"

A.M. Best downgraded the FSRs and assigned ICRs to these HMO
companies:

Cariten Health Plan Inc.                      C+(Marginal)  "b-"
Community First Health Plans, Inc.            C+(Marginal)  "b-"
Health Right, Inc.                            C++(Marginal) "b"
Inland Empire Health Plan                     C+(Marginal)  "b-"
Medica Health Plans                           B-(Fair)      "bb-"
Missouri Care L.C.                            C+(Marginal)  "b-"
Physicians Health Plan of South Michigan      B-(Fair)      "bb-"
Physicians Health Plan of Mid-Michigan        B-(Fair)      "bb-"
Superior Health Plan, Inc.                    C(Weak)       "ccc"
University Health Plans, Inc.                 C+(Marginal)  "b-"
WellCare of Connecticut, Inc.                 C+(Marginal)  "b-"

A.M. Best assigned an FSR and ICR to these HMO company:

Community Choice Michigan                     C+(Marginal)  "b-"

A.M. Best withdrew the FSRs from these HMO companies:

FirstGuard Health Plan, Inc                   NR-5 (Not Followed)
FirstGuard Health Plan Kansas, Inc.           NR-5 (Not Followed)


* Moody's Rates ABCP on Three Programs for Period Ended Aug. 6
--------------------------------------------------------------
Moody's placed the secured liquidity notes, a form of extendible
asset-backed commercial paper, issued by Broadhollow Funding LLC
on watch for possible downgrade.  Moody's downgraded the
$138 million variable rate subordinated notes issued by
Broadhollow to Ba1 from Baa2.  The notes are also on watch for
possible further downgrade.

The rating action follows public reports that the program sponsor,
American Home Mortgage Investment Corp., has filed for bankruptcy
under Chapter 11.  The rating action is based primarily on
uncertainty with respect to servicing or the disruptive effect of
a transfer of servicing, the risk that the number of delinquent
mortgages may increase, and uncertainty with respect to the price
delinquent mortgages will receive upon sale.

The collateral in the Broadhollow portfolio consists of Agency
conforming, jumbo and Alt-A mortgage loans of recent origination.
The collateral is performing well within expectations with respect
to repayment status.  The program's current difficulties are
largely driven by liquidity and market price volatility issues
rather than the fundamental quality of the mortgage loans.

This ABCP program was rated Prime-1 during the period
July 31, 2007 through Aug. 6, 2007:

    Wachovia's Variable Funding International ABCP Program

In Paris, Moody's assigned a definitive Prime-1 rating to the
asset-backed commercial paper issued by Variable Funding
International CP Limited.  VFI is a fully supported, post review
ABCP programme managed by London-based Wachovia Securities
International Limited, an affiliate of Wachovia Corporation
("Wachovia," rated Aa3/Prime-1).  VFI has an authorized issuance
amount of EUR15 billion and will issue ABCP only in the European
market.

VFI is an Irish bankruptcy-remote corporation, which will issue
discounted, floating-rate and extendable ABCP into the European
market.  VFI will use the proceeds from the issuance of ABCP to
acquire or finance various types of assets.

The Prime-1 rating of VFI's ABCP is based on, among other factors,
on these:

   i. the capabilities of Wachovia as an experienced conduit
      administrator;

  ii. full liquidity support for every transaction to be arranged
      with Prime-1-rated institutions with the support of Wachovia
      Bank, NA as liquidity agent;

iii. an additional layer of support provided by an indemnity from
      Wachovia Bank, NA which covers any shortfall between the
      amounts needed to repay maturing ABCP and the amounts
      available under the liquidity agreements;

  iv. structural protections which ensure the bankruptcy remote
      nature of VFI;

   v. Moody's review of the programme documents to ensure
      consistency with the rating analysis of the structure; and

  vi. adequate expense coverage.

The ratings of these ABCP programs were affirmed at prime-1 during
the period July 31, 2007 through Aug. 6, 2007:

     Societe Generale's Barton And Bayerische Landesbank's Giro
     Balanced Increase Interest In Existing Auto Loan Facility

Barton Capital LLC and Giro Balanced Funding Corp. have increased
their interest in an existing auto loan facility established for a
finance subsidiary of an auto manufacturer.  The total facility
size was increased to $2.1 billion, with each participating
conduit taking a $700 million share.  Barton is a partially
supported, multiseller ABCP program administered by Societe
Generale (Aa1/Prime-1/B), and Giro Balanced is a partially
supported, multiseller conduit sponsored by Bayerische Landesbank
(Aa2/Prime-1/C-).

Transaction-specific credit enhancement is comprised of 21.5%
subordination, a cash reserve account with a floor of 0.75%, and
excess spread.  The reserve account may be further increased upon
a deficiency in the excess spread.  This transaction remains
partially supported in both Barton and Giro-Balanced.  The
liquidity facilities for each conduit are sized at 102% of the
respective purchase commitments.

With this commitment increase, Barton's program-level credit
enhancement was increased by 8% of the ABCP issued against this
facility, and Giro Balanced's program-level credit enhancement was
increased by 10% of its commitment.  Barton is authorized to issue
up to $20 billion of ABCP and Giro Balanced may issue up to
$12.5 billion of ABCP.

         Societe Generale's Barton Adds Two Loan Facilities
                       Totaling $550 Million

Barton Capital LLC, a partially supported, multiseller ABCP
program administered by Societe Generale (rated Aa1/Prime-1/B),
has added two loan facilitates with combined purchase limits up
$550 million.  The loan facilities are established for two limited
partnership funds.  The Funds invest in various real estate
opportunities.  The loan facilities provide interim financing for
the Funds' investments and are secured by the uncalled capital
commitments of the Funds' investors.

This transaction benefits from transaction-specific credit
enhancement ranging from 5% to 30%, in the form of
overcollateralization.  In addition, the transaction has various
structural protections to ensure that investors are protected upon
deterioration in the performance of the facility.  This
transaction is partially supported by a liquidity facility
provided by Prime-1-rated SG.

With this transaction, Barton's program-level credit enhancement
increased by 8% of its commitments.  Barton is authorized to issue
up to $20 billion of ABCP, and has $1.58 billion in program-level
credit enhancement.


* NachmanHaysBrownstein Names Iommazzo as Textile Client President
------------------------------------------------------------------
NachmanHaysBrownstein Inc. has selected Robert Iommazzo as
president of one of the firm's long-standing clients in the high-
end textile business, effective Aug 1, 2007.

Mr. Iommazzo was the Principal in charge of the firm's New York
office.  Mr. Iommazzo will maintain a continuing relationship with
NHB as a member of the firm's Advisory Board.

Mr. Iommazzo stated, "I have valued the professional association
with NHB, and I am working closely with NHB's Principals to
effectuate a smooth transition.  I welcome this new opportunity
whereby I will focus my efforts on enhancing the value of one
company as compared to several situations, which is typical in a
traditional consulting role."

Thomas D. Hays III, CTP, in announcing Bob's new opportunity,
stated.  "We will miss Bob's significant contribution in the New
York market.  He is a class individual and he will be missed.  On
the other hand, this represents a wonderful opportunity for Bob,
and is a testament both to him and NHB as to the quality of
services provided to our clients."  NHB Principal Howard Brod
Brownstein, CTP, added, "Bob has been a valued colleague, whose
wisdom and collegiality we will miss on a full-time basis."

The firm continues its aggressive expansion efforts and is
identifying high-energy, turnaround professionals with proven
marketing ability to utilize the firm's platform with the
opportunity to share in our growth.

On an interim basis, Howard Brod Brownstein, CTP, will add
managing the New York office to his duties.

                    About NachmanHaysBrownstein

Headquartered in Philadelphia, NachmanHaysBrownstein Inc. --
http://www.nhbteam.com/-- is one of the country's leading   
turnaround and crisis management firms, having been included among
the "Outstanding Turnaround Firms" in Turnarounds & Workouts for
the past twelve consecutive years.  NHB demonstrates leadership in
corporate renewal by creating value and preserving capital through
turnaround and crisis management, financial advisory, investment
banking and fiduciary services to financially challenged companies
throughout America, as well as through their investors, lenders
and trade creditors.  NHB focuses on producing lasting performance
improvement and maximizing the business' value to stakeholders by
providing the leadership and credibility required to reconcile the
client's objectives, economic reality and available alternatives
to establish an achievable goal.


* Research Shows Five Mortgage REIT's Have High Liquidity Risk
--------------------------------------------------------------
The Center for Financial Research and Analysis, a unit of
RiskMetrics Group, released on August 8, 2007 a research report
that identifies five mortgage real estate investment trusts that
could likely experience liquidity crisis, the Associated Press
reports.

According to AP, the research ranked NovaStar Financial Inc. as a
high liquidity risk while Crystal River Capital Inc., Thornburg
Mortgage Inc., Luminent Mortgage Capital Inc. and Deerfield Triarc
Capital Corp. were ranked as moderately-high liquidity risks.

The research report compares each company's unrestricted cash,
short-term debt, and assets being financed, AP discloses.  Having
a high risk rank means that company is likely to face margin calls
and struggle to come up with the cash if necessary.

AP relates that NovaStar and Luminent declined to comment while
Crystal River said that it was difficult for it to comment on the
report during its quiet period.  Deerfield and Thornburg didn't
immediately return calls, AP adds.

AP further relates that these five mortgage REIT's depend on
short-term financing to fund their businesses and use either
mortgages or securities backed by home loans as collateral for the
financing.

The research report however ranked Alesco Financial Inc. and
Friedman Billings Ramsey Group Inc. as lower risks due to their
lower short-term financing.  Vestin Realty Mortgage II Inc. was
also ranked as low risk owe to its conservative debt-to-equity
ratio.

CFRA is also reviewing its assessment of Deerfield after the
company reported its second-quarter earnings late Tuesday,
August 7, since the current rating only took into account
information through Deerfield's first quarter, AP discloses.


* Washington Supreme Court Rules on Asbestos Claim Notice Dispute
-----------------------------------------------------------------
The Washington State Supreme Court on August 9, 2007 ruled that a
company going bankruptcy has no obligation to give special notice
to non-creditor workers or unions under federal law, Rob Luke of
Legalewsline.com reports.

According to the report, the Supreme Court's ruling on the case
overturned an Appeals Court ruling and at the same time dismissed
a lawsuit against a long-bankrupt company by a worker who first
contracted an asbestos-related disease in 1986, developed
mesothelioma in 2002 and died in 2004.

The Appeals Court had issued a split ruling on the case titled
"Edwin Herring v. Texaco Inc. et al.," stating that Mr. Herring's
union was a creditor of his bankrupt employer, Todd Shipyards, and
therefore entitled to special notice.

Mr. Luke relates, citing a ruling authored by Justice Tom
Chambers, that Mr. Herring's union was not owed money by Todd
Shipyard and thus was not obligated under federal law to give
notice of the bankruptcy.

The case has been remanded to the trial court, Mr. Luke discloses.


* BOND PRICING: For the Week of August 6 - August 11, 2007
----------------------------------------------------------

Issuer                              Coupon   Maturity  Price
------                              ------   --------  -----
ABC Rail Product                     10.500%  01/15/04      0
ABC Rail Product                     10.500%  12/31/04      0
Acme Metals Inc                      12.500%  08/01/02      0
AHI-DFLT07/05                         8.625%  10/01/07     71
Aladdin Gaming                       13.500%  03/01/10      0
Albertson’s Inc                       6.520%  04/10/28     69
Amer & Forgn Pwr                      5.000%  03/01/30     61
Ames Dept Stores                     10.000%  1/15/06       0
Antigenics                            5.250%  2/01/25      71
Atherogenics Inc                      1.500%  02/01/12     38
Atlantic Coast                        6.000%  02/15/34      4
Bank New England                      8.750%  04/01/99      8
Bank New England                      9.500%  02/15/96     14
Bank New England                      9.875%  09/15/99      8
Beazer Homes USA                      6.500%  11/15/13     75
Budget Group Inc                      9.125%  04/01/06      0
Builders Transport                    6.500%  05/01/11      0
Burlington North                      3.200%  01/01/45     53
Calpine Gener Co                     11.500%  04/01/11     34
Cell Therapeutic                      5.750%  06/15/08     72
Clear Channel                         4.900%  05/15/15     74
Clear Channel                         5.500%  12/15/16     74
Collins & Aikman                     10.750%  12/31/11      1
Color Tile Inc                       10.750%  12/15/01      0
Complete Mgmt                         5.000%  08/15/03      0
Comprehensive Care                    7.500%  04/15/10     60
Curagen Corp                          4.000%  02/15/11     65
Decode Genetics                       3.500%  04/15/11     68
Delta Air Lines                       8.000%  12/01/15     75
Delta Mills Inc                       9.625%  09/01/07     16
Desa Intl Inc                         9.875%  12/15/07      0
Duquesne Light                        6.250%  08/15/35     75
Dura Operating                        8.625%  04/15/12     53
Dura Operating                        9.000%  05/01/09      7
Dura Operating                        9.000%  05/01/09      5
Dvi Inc                               9.875%  02/01/04     10
Dyersburg Corp                        9.750%  09/01/07      0
Encysive Pharma                       2.500%  03/15/12     73
Exodus Comm Inc                       5.250%  02/15/08      0
Exodus Comm Inc                      11.625%  07/15/10      0
Fedders North Am                      9.875%  03/01/14     28
Finlay Fine Jewelry                   8.375%  06/01/12     74
Finova Group                          7.500%  11/15/09     18
Florsheim Group                      12.750   09/01/02      0
Ford Motor Co                         6.375%  02/01/29     71
Ford Motor Co                         6.625%  02/15/28     72
Ford Motor Co                         6.625%  10/01/28     72
Ford Motor Co                         7.125%  11/15/25     72
Ford Motor Co                         7.400%  11/01/46     73
Ford Motor Co                         7.700%  05/15/97     73
Ford Motor Co                         7.750%  06/15/43     74
General Motors                        6.750%  05/01/28     75
GMAC                                  6.000%  03/15/19     74
GMAC                                  6.050%  10/15/19     74
GMAC                                  6.125%  10/15/19     74
GMAC                                  6.150%  08/15/19     74
Gulf States STL                      13.500%  04/15/03      0
Harrahs Oper Co.                      5.750%  10/01/17     74
Hines Nurseries                      10.250%  10/01/11     75
Iridium LLC/CAP                      10.875%  07/15/05     17
Iridium LLC/CAP                      11.250%  07/15/05     17
Iridium LLC/CAP                      13.000%  07/15/05     18
Iridium LLC/CAP                      14.000%  07/15/05     18
K Hovnanian Entr                      7.750%  05/15/13     74
Kaiser Aluminum                       9.875%  02/15/02      0
Kaiser Aluminum                      12.750%  02/01/03      6
Kellstrom Inds                        5.500%  06/15/03      0
Kmart Corp                            9.350%  01/02/20     12
K Mart Funding                        8.800%  0/01/10      73   
Lehman Bros Holding                   4.800%  06/24/23     73
Lehman Bros Holding                  10.000%  10/30/13     71
Liberty Media                         3.750%  02/15/30     58
Liberty Media                         4.000%  11/15/29     64
Lifecare Holding                      9.250%  08/15/13     56
LTV Corp                              8.200%  09/15/07      0
McSaver Financl                       7.400%  02/15/02      0
McSaver Financl                       7.875%  08/01/03      0
Medquest Inc                         11.875%  08/15/12     75
Missuori Pac RR                       4.750%  01/01/30     73
Missuori Pac RR                       5.000%  01/01/45     74
Motorola Inc                          5.220%  10/01/97     71
Movie Gallery                        11.000%  05/01/12     27
Natl Steel Corp                       9.875%  03/01/09      0
New Orl Grt N RR                      5.000%  07/01/32     61
Northern Pacific RY                   3.000%  01/01/47     51
Northern Pacific RY                   3.000%  01/01/47     51
Northwest Steel & Wire                9.500%  06/15/01      0
NTK Holdings Inc                     10.750%  03/01/14     62
Nutritional Src                      1.125%   08/01/09     66
O'Sullivan Ind                       10.630%  10/01/08      0
Oakwood Homes                         7.875%  03/01/04     11
Oscient Pharma                        3.500%  04/15/11     70
Outboard Marine                       9.125%  04/15/17      0
Pac-West Telecom                     13.500%  02/01/09      3
Pac-West Telecom                     13.500%  02/01/09     10
PCA LLC/PCA FIN                      11.875   08/01/09      5
Pegasus Satellite                    12.375%  08/01/08      0
Phelps Dodge                          6.125%  03/15/34     72
Piedmont Aviat                       10.250%  01/15/49      0
Pixelworks Inc                        1.750%  05/15/24     74
Polaroid Corp                         6.750%  01/15/02      0
Polaroid Corp                         7.250%  01/15/07      0
Polaroid Corp                        11.500%  02/15/06      0
Pope & Talbot                         8.375%  06/01/13     70
Pope & Talbot                         8.375%  06/01/13     63
Primus Telecom                        3.750%  09/15/10     68
Pulte Homes Inc                       6.000%  02/15/35     73
Radnor Holdings                      11.000%  03/15/10      0
Reliance Grp Hld                      9.000%  11/15/00      0
Rite Aid Corp.                        7.700%  02/15/27     75
RJ Tower Corp.                       12.000%  06/01/13      4
Saint Acquisition                    12.500%  05/15/17     69
SeviceMaster Co                       7.450%  08/15/27     70
Scotia Pac Co                         6.550%  01/20/07     50
SLM Corp                              5.000%  06/15/28     70
SLM Corp                              5.400%  03/15/28     73
SLM Corp                              5.400%  03/15/30     74
SLM Corp                              5.400%  06/15/30     73
SLM Corp                              5.450%  06/15/28     74
SLM Corp                              5.500%  06/15/29     72
SLM Corp                              5.500%  03/15/30     73
SLM Corp                              5.500%  06/15/30     71
SLM Corp                              5.500%  12/15/30     71
SLM Corp                              5.650%  03/15/29     74
SLM Corp                              5.650%  12/15/29     73
SLM Corp                              5.650%  12/15/29     74
SLM Corp                              5.650%  06/15/30     75
SLM Corp                              5.700%  03/15/29     74
SLM Corp                              5.700%  03/15/30     74
SLM Corp                              5.750%  03/15/29     75
SLM Corp                              5.750%  06/15/29     75
SLM Corp                              5.750%  09/15/29     75
SLM Corp                              5.750%  09/15/29     73
SLM Corp                              5.750%  03/15/30     75
SLM Corp                              6.000%  12/15/31     75
SLM Corp                              6.050%  12/15/31     74
Spacehab Inc                          5.500%  10/15/10     51
Spectrum Brands                       7.375%  02/01/15     75
Stanley-Martin                        9.750%  08/15/15     75
TCNCT Healthcare                      6.875%  11/15/31     73
Telcordia Tech                       10.000%  03/15/13     75
Times Mirror Co                       6.610%  09/15/27     67
Times Mirror Co                       7.250%  11/15/96     73
Times Mirror- New                     7.7500% 07/01/23     72
Tom's Foods Inc                      10.500%  11/01/04      1
Tousa Inc                             7.500%  03/15/11     46
Tousa Inc                             7.500%  01/15/15     40
TransTexas Gas                       15.000%  03/15/05      0
Tribune Co                            5.250%  08/15/15     73
United Air Lines                      9.200%  03/22/08     52
United Homes Inc.                    11.000%  03/15/05      0
US Air Inc.                          10.550%  01/15/49      0
US Air Inc.                          10.680%  06/27/08      0
US Air Inc.                          10.700%  01/01/49      0
US Air Inc.                          10.800%  01/01/49      0
USAutos Trust                         2.212%  03/03/11      7
Vicorp Restaurant                    10.500%  04/15/11     72
Wachovia Corp                         9.250%  04/10/08     74
Wachovia Corp                        15.500%  12/05/07     69
WCI Communities                       6.625%  03/15/15     71
WCI Communities                       7.875%  10/01/13     72
Weirton Steel                        10.750%  06/01/05      0
Werner Holdings                      10.000%  11/15/07      3
Westpoint Steven                      7.875%  06/15/05      0
William Lyon                          7.500%  02/15/14     74
Winstar Comm Inc                     12.750%  04/15/10      0
Winstar Comm                         14.000%  10/15/05      0
Wornick Co                           10.875%  07/15/11     75

                             *********

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

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

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

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

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

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

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

                             *********

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

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Marie Therese V. Profetana, Shimero R. Jainga, Ronald C. Sy,
Joel Anthony G. Lopez, Cecil R. Villacampa, Jason A. Nieva,
Melanie C. Pador, Ludivino Q. Climaco, Jr., Loyda I. Nartatez,
Tara Marie A. Martin, John Paul C. Canonigo, Sheena Jusay, and
Peter A. Chapman, Editors.

Copyright 2007.  All rights reserved.  ISSN: 1520-9474.

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

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

                    *** End of Transmission ***