TCR_Public/080903.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

          Wednesday, September 3, 2008, Vol. 12, No. 210

                             Headlines

468 ASHTON: Case Summary & 4 Largest Unsecured Creditors
ACCESS MEDICAL: Arbitrator Awards MDx Medial $3.6 Million
ALIMENTATION COUCHE: S&P Raises LT Corp. Credit Rating to 'BB+'
ALITALIA: Commences Insolvency Proceedings in Rome
ALITALIA SPA: Italy Amends Bankruptcy Law to Speed Up Equity Sale

ALITALIA SPA: Codacons to File Suit vs Newco
ALOHA AIRLINES: Court Urged to Defer Admin. Fee Payment Decision
AMERICAN HOME: Hearing on Disclosure Statement Set September 15
AMERICAN MEDIA: S&P Says CCC+ Rating Unaffected By Tender Offer
APOLLO CONSTRUCTION: Voluntary Chapter 11 Case Summary

ASARCO LLC: 5-Year Financial Projections Not Updated, Parent Says
ASARCO LLC: Parent Says Court Improperly Approved Break-Up Fee
ASARCO LLC: Court Denies Philippe Casgrain's $30 Million Claim
ASARCO LLC: Wants Settlement With Liberty Mutual Approved
ASSET SECURITIZATION: Fitch Confirms Low-B Ratings on Two Certs.

ATA AIRLINES: Court Sets October 2 Claims Bar Date
ATA AIRLINES: May Employ Paradigm Tax as Property Tax Consultant
ATA AIRLINES: May Employ Ryan Inc. as Special Tax Consultant
ATLANTIS PLASTICS: Future of 100+ Jobs at Texas Plant Uncertain
AUBERN DEVELOPMENTS: Case Summary & 20 Largest Unsecured Creditors

BAYBERRY FUNDING: Fitch Junks $240.6 Million Class Notes
BCE INC: Leveraged Buyout Cues Fitch to Place Ratings on Watch
BIRCH MOUNTAIN: TSX Reviews Listing Compliance of Shares and Notes
BRIGETT LEVY: Case Summary & 5 Largest Unsecured Creditors
CADENCE INNOVATION: Court Okays $50 Million BofA DIP Financing

CADENCE INNOVATION: Can Use Lenders' Cash Collateral
CADENCE INNOVATION: Court OKs $1MM Pre-Bankruptcy Claim Payment
CADENCE INNOVATION: Sec. 341 Creditors Meeting Set for September 8
CAPMARK VI: Fitch Cuts 'A' Rating on $350Mil. Class Notes to 'CCC'
CHRYSLER LLC: To Explore Strategic Options for Dodge Viper Biz

CMT AMERICA: Committee Taps Stevens & Lee as Co-Counsel
COBALT COMMERCIAL: Fitch Confirms Low-Rating on Six Class Certs.
CONNECTOR 2000: S&P Cuts Ratings to 'CC'; Sees Default In 2010
COUNTRYWIDE FINANCIAL: Pact With Ch. 13 Trustee Shunned by Court
COUNTRYWIDE FINANCIAL: Faces Fraud Raps from Indiana AG

CUSTOM CONTRACTORS: Case Summary & 20 Largest Unsecured Creditors
DAVID CHANEY: Voluntary Chapter 11 Case Summary
DELPHI CORP: Court OKs Add'l $4MM Defense Costs for Ex-Officers
DELPHI CORP: Court Okays $16.5MM Settlement With Furukawa
DELTA FINANCIAL: Court Extends Exclusive Periods to Sept. 15

DELTA FINANCIAL: Dockery's Bid for Fiduciary & Counsel Denied
DIANE RODENHOUSE: Case Summary & Largest Unsecured Creditor
DUKE FUNDING: Fitch Cuts Low-B Rating on $79MM Class Notes to 'C'
ENHANCED MORTGAGE: Fitch Cuts Rating on $28MM Class Notes to 'BB'
FGIC CORP: Fitch Junks $325 Million 6% Senior Notes Due 2034

FORD MOTOR: To Contribute $50 Mil. to Visteon Escrow Account
FORD MOTOR: David Mondragon Named Ford Canada President and CEO
FRONTIER AIRLINES: Billed $4.8M by Davis Polk Attorneys
FRONTIER AIRLINES: Wants to Hire Deloitte as Tax Services Provider
GENERAL MOTORS: Investing $500 Million for New Compact Car in Ohio

GENERAL MOTORS: Should Assume Delphi Pension Costs, PBGC Says
G-I HOLDINGS: To File Amended Schedules, Seek Claims Bar Date
GOODY'S FAMILY: Seeks November 21 Extension of Plan Filing Period
GREAT NORTHWEST: S&P Revises Outlook to Negative; 'BB-' Affirmed
HEARTLAND INVESTMENT: Case Summary and Three Unsecured Creditors

HEAVEN INVESTMENT: Voluntary Chapter 11 Case Summary
HINES HORTICULURE: Files Chapter 11 Plan and Disclosure Statement
IL LUGANO: Voluntary Chapter 11 Case Summary
INDEPENDENCE VII: Fitch Cuts 'BB' Rating on $347MM Notes to 'CCC'
INT'L RECTIFIER: S&P Keeps 'BB' Ratings on Watch Negative

JPMORGAN TRUST: S&P Affirms 'BB' Rating on Three Classes
JPMORGAN CMS: S&P Cuts Ratings on 3 Classes to 'CCC'
KOPPERS INC: S&P Affirms 'B+' Credit Rating; Outlook Positive
LANDSOURCE COMMUNITIES: Creditors Panel Justifies Xroads Retention
LANDSOURCE COMMUNITIES: Panel Justifies Retention of Imperial

LIBERTY HARBOUR: Moody's Gives Ba3 Rating to $17.3MM Pre-Paid Swap
LINENS N THINGS: Outlines Plan to Exit Bankruptcy Early in 2009
LINENS N THINGS: Classification and Treatment of Claims Under Plan
L&M VIDEO: Voluntary Chapter 11 Case Summary
LANDAMERICA FINANCIAL: Fitch Rates Senior Debt to 'BB+'

MANTIFF DAYTON: Case Summary & 20 Largest Unsecured Creditors
MARSHA RICHARDS: Case Summary & 11 Largest Unsecured Creditors
MAPCO EXPRESS: Moody's Cuts CFR to B3; Outlook Negative
MIDWEST AIRLINES: Expects New Seating to Generate Millions in Sale
MILLENNIUM TRANSIT: Case Summary & 20 Largest Unsecured Creditors

ML-CFC COMMERCIAL: S&P Lowers Classes P, Q Ratings to 'CCC'
MULBERRY STREET: Fitch Cuts 1 & Removes 2 Note Classes from RWN
MYSTIQUE ENERGY: June 30 Balance Sheet Upside-Down by C$1.3MM
NA FLASH: 10th Circuit Blocks Preferential Suit Against Palmetco
NAUTILUS RMBS: Fitch Cuts Ratings & Removes RWN on 7 CDO III

NAUTILUS RMBS: Fitch Downgrades 8 Classes of CDO IV; Resolves RWN
NEWPORT WAVES: Fitch Cuts Ratings for Sub-Classes of CDO Series 3
NIR DIAGNOSTICS: June 30 Balance Sheet Upside-Down by C$2.3MM
NORTHWESTERN CORP: Discloses Results of Surplus Distribution
NRG LTD: Voluntary Chapter 11 Case Summary

OWENS CORNING: Transfer of Y. Cox's Case to Michigan Approved
PCG SUMMIT LAKELINE: Files for Chapter 11 to Avoid Foreclosure
PHH MORTGAGE: Fitch Puts Privately Offered Class B-5 'B' Rating
PIERRE FOODS: Can Hire Kirkland & Ellis LLP as Bankruptcy Counsel
PORTOLA PACKAGING: Moody's Lowers POD Rating to D from Ca

PRC LLC: Investor Sues Former Parent IAC for Non-Disclosure
REBECCA PARSONS: Voluntary Chapter 11 Case Summary
RONALD RAY RUMINSON: Case Summary & 14 Largest Unsecured Creditors
RYAN GOLF: Has $1.4 Mil. Bid for Real Estate & Liquor License
S & A RESTAURANT: Safeco Wants to Terminate Surety Bonds

S & A RESTAURANT: Wants to Retain NRC Realty for Asset Sales
S & A RESTAURANT: Court Approves GE Capital Sales Agreement
S & A RESTAURANT: Franchise-Based Stores Open, BFC Clarifies
SAFEWAY HOMES: Voluntary Chapter 11 Case Summary
SEAWALL FERRY: Case Summary & Largest Unsecured Creditor

SHARPS CDO: S&P Lowers Ratings on Classes A-1, A-2 to 'B'
SHERIDAN GROUP: S&P Affirms 'B+' Corp. Credit Rating; Outlook Neg
SILICON GRAPHICS: Amends Secured Credit Pact with Morgan Stanley
SILICON GRAPHICS: Settles Samsung Bankruptcy Appeal
SONIA LUONG: Case Summary & Eight Largest Unsecured Creditors

STATEN ISLAND UNIVERSITY: Fitch Hikes Rating to 'B+'; Outlook Pos
STEVE & BARRY'S: CNE Wants Assurance of Payment for Utility Usage
STEVE & BARRY'S: Court Orders Payment of Laird Hamilton Royalty
STEVE & BARRY'S: Wants Conway to Provide Additional Services
SUNCREST LLC: Panel, Zion Bank & WB Land Agree on Settlement

SUNSET HOMES: Case Summary & 20 Largest Unsecured Creditors
TALLULAH RIVER: Case Summary & Eight Largest Unsecured Creditors
TAMA BROADCASTING: FCC Probes Zwirn on Improper Licenses Transfer
TCGC LLC: Federal Court to Hear Portion of Hobart Dispute
TEKOIL AND GAS: Voluntary Chapter 11 Case Summary

THORNBURG MORTGAGE: June 30 Balance Sheet Uside-Down by $1.42BB
TRIPLE O: Voluntary Chapter 11 Case Summary
TROPICANA ENT: Salient Terms of Aztar Casino Assets Re-Marketing
TROPICANA ENT: Various Parties Respond to Casino Aztar Sale
TROPICANA ENT: Investigation Deadline Extended Until September 30

VICTORVILLE AEROSPACE: Case Summary & 17 Largest Unsec. Creditors
VISTEON CORP: Ford Motor to Contribute $50 Mil. in Escrow Account
VISTEON CORP: Closes UK Facility Sale, Continues UK Restructuring
WCI COMMUNITIES: Wants to Access $150 Mil. Wachovia DIP Facility
WCI COMMUNITIES: Wants Court's OK to Use Lenders' Cash Collateral

WESTERN NONWOVEN: Gets Go-Signal to Implement Incentive Plan
WILLMARTIN PROPERTIES: Voluntary Chapter 11 Case Summary
ZOOM AIRLINES: Goes Into Administration; Suspends Operations

* S&P Article Spotlights 5 Sectors With High Downgrade Potential
* S&P Cuts Ratings on 41 Classes from 2002 & 2004 RMBS Deals
* S&P Puts 101 Ratings on 47 CDOs of ABS Placed on Watch Negative
* S&P Cuts 110 Ratings on 24 US CDOs of ABS, 1 Synthetic CDO
* S&P Cuts 152 Ratings on 33 US CDOs of ABS; $19.258BB Affected

* S&P Cuts 222 Ratings on 29 US Subprime RMBS Transactions
* S&P Cuts 224 Ratings on 29 2006 U.S. Subprime RMBS Deals
* S&P Cuts 333 Ratings on '05, '06 Closed-End 2nd-Lien RMBS Deals

* Fox Rothschild's Chief Marketing Officer Resigns

* Upcoming Meetings, Conferences and Seminars

                             *********


468 ASHTON: Case Summary & 4 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: 468 Ashton LLC
        5405 Alton Pkwy #545
        Irvine, CA 92604

Bankruptcy Case No.: 08-15323

Type of Business: The Debtor rents out real properties.

Chapter 11 Petition Date: August 29, 2008

Court: Central District of California (Santa Ana)

Judge: Robert N. Kwan

Debtor's Counsel: David G. Epstein, Esq.
                  The David Epstein Law Firm
                  P.O. Box 4858
                  Laguna Beach, CA 92651
                  Tel: (949) 715-1500

Total Assets: $3,500,000

Total Liabilities: $2,549,900

A copy of the Debtor's petition, which includes a list of its 4
largest unsecured creditors, is available for free at:

             http://bankrupt.com/misc/cacb08-15323.pdf


ACCESS MEDICAL: Arbitrator Awards MDx Medial $3.6 Million
---------------------------------------------------------
Michael Randall of the Times Herald-Record reported Friday that
an arbitrator has awarded MDx Medical Management Inc. $3.6 million
plus interest in its claim against Access Medical Group, P.C.

The amount represents unpaid fees owed to MDx between January 2004
and January 2006.  According to Mr. Randall, the parties
terminated their management services agreement in February 2006.
MDx was launched by several principals at Access and was its first
and biggest client.

The arbitrator also ruled the two sides must share equally the
nearly $75,000 cost of the arbitration.

Access Medical Group, P.C. operates as a medical doctor's office
in White Plains, N.Y.  The company filed for Chapter 11 protection  
on Aug. 19, 2008 (Bankr. S.D.N.Y. 08-23175).  Joseph M. Gitto,
Esq., at Nixon Peabody LLP, represents the Debtor as counsel.  
When the company filed for protection from its creditors, it
listed assets between $1,000,000 and $10,000,000, and debts
between $1,000,000 and $10,000,000.


ALIMENTATION COUCHE: S&P Raises LT Corp. Credit Rating to 'BB+'
---------------------------------------------------------------
Standard & Poor's Ratings Services raised the long-term corporate
credit rating on Laval, Que.-based Alimentation Couche-Tard Inc.
(ACT) to 'BB+' from 'BB' while the subordinated debt rating was
raised to 'BB-' from 'B+'. The '6' recovery rating on the
subordinated debt is unchanged, indicating an expectation of
negligible (0%-10%) recovery in the event of default. The outlook
is stable.

"The upgrade reflects ACT's resilient operating performance and
credit metrics during difficult market conditions," said Standard
& Poor's credit analyst Maude Tremblay. "The ratings are supported
by the company's strong market position in the North American
convenience store segment, the solid performance of its
merchandising program, and management's proven track record of
integrating acquisitions," Ms. Tremblay added.  

The ratings are constrained, however, by the company's aggressive
financial policy in respect to growth, its exposure to volatile
gasoline prices, and its participation within the highly
competitive and fragmented convenience store (c-store) industry.

ACT is the second-largest independent c-store operator in North
America with about 5,100 stores, of which 64% sell motor fuel. The
c-store industry is highly fragmented and characterized by low
barriers to entry on a regional basis, but ACT enjoys one of the
strongest positions within the industry, enhanced by the brand
equity of its banners and the quality of its real estate
portfolio. ACT's store network, which continues to expand mostly
through tuck-in acquisitions, spans all Canadian provinces and 33
U.S. states. Although motor fuel now accounts for more than 65% of
revenues, the company's in-store merchandise and services generate
almost 80% of gross profit. Rising retail gasoline prices have
accentuated this distortion in recent years.

"The stable outlook reflects the company's strong market position
in North America and our expectation that ACT's margins and credit
metrics will be only slightly affected by the continued difficult
operating environment. As well, our outlook assumes that the
company will maintain a stable capital structure despite its
external growth strategy. ACT would need to demonstrate a
commitment to an intermediate financial policy for Standard &
Poor's to upgrade it to the investment-grade category. This would
include maintaining adjusted debt to EBITDA below 3x inclusive of
acquisitions and share repurchase activity. The company is
unlikely to achieve this in the coming year as the difficult
market environment and share repurchases will most likely prevent
meaningful improvement in ACT's credit metrics. A deterioration in
operating performance or a significant debt-financed acquisition
leading to a weakening of credit metrics, including adjusted debt
to EBITDA in excess of 3.5x, could lead to a negative outlook or
downward revision of the ratings," S&P says.


ALITALIA: Commences Insolvency Proceedings in Rome
--------------------------------------------------
Alitalia S.p.A. has commenced extraordinary administration
procedure before the Tribunal of Rome, in Italy, pursuant to Law
no. 39 dated Feb. 18, 2004, modified by Decree no. 134 dated
Aug. 28 2008.  Alitalia's board of directors has declared the
company insolvent.

The filing prompted Italian Prime Minister Silvio Berlusconi to
appoint Augusto Fantozzi as extraordinary commissioner for
Alitalia.

In its statement, Alitalia said it "has taken steps to file for
insolvency" in Rome.

Alitalia on Friday reported that the Group's net debt as of
July 3, 2008 amounted to EUR1.172 billion -- an increase in net
indebtedness of EUR57 million from EUR1.115 billion as of June 30,
2008.

The airline also disclosed that the net debt of the parent
company, Alitalia, as of July 31, 2008, amounted to EUR1.159
billion -- an increase in net indebtedness of EUR53 million from
EUR1.106 billion as of June 30, 2008.

The Group's cash-to-hand and short-term financial credits as of
July 31 amounted to EUR314 million with a decrease of EUR61
million -- compared to the situation on June 30, which was EUR375
million.

Alitalia said the Group's short-term financial indebtedness, as of
July 31, amounted to EUR173 million.

Simone Cantagallo, Head of Media Relations at Alitalia, said as of
July 31, there were several leasing contracts at the Group level
-- referring almost entirely to fleet aircraft mostly held by the
parent company amounting to EUR77 million -- whose capital share,
including lease closure value, amounted to EUR88 million euros --
of which EUR12 million represent the current capital share falling
due within 12 months of the reference date, with EUR9 million held
by the parent company.

Mr. Cantagallo also said existing debts to banks are almost
entirely backed up by real guarantees -- mortgages on aircraft --
or by personal guarantees -- mainly guarantees issued by banks for
export credit.  The relative financing contracts contain standard
legal clauses relating to withdrawal.  None of the contracts refer
to specific requirements regarding assets or economic/financial
aspects, to maintain the credit line.  During July 2008,
repayments were made of medium and long-term financing amounting
to about EUR3 million, according to Mr. Cantagallo.

"Regarding debts of a financial, fiscal and social welfare nature,
there were no outstanding sums or payment irregularities on July
31, 2008, both for the parent company and for the other companies
in the Group," Mr. Cantagallo says.

                        About Alitalia

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

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


ALITALIA SPA: Italy Amends Bankruptcy Law to Speed Up Equity Sale
-----------------------------------------------------------------
The Italian government has amended its bankruptcy law to hasten
the sale of its 49.9% stake in Alitalia and turn around the loss-
making national carrier, various reports say.

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

The amended law will allow Alitalia to be split into two -- an
oldco and a newco, Reuters reports.

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

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

Transport Minister Altero Matteoli told Bloomberg News that Italy
may appoint Augusto Fantozzi, a former finance ministeras
commissioner.

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

The investor group includes:

    * IMMSI S.p.A. -- EUR150 million;

    * Atlantia S.p.A. -- EUR100 million to EUR150 million;

    * Intesa Sanpaolo S.p.A. -- EUR100 million; and

    * Fondiaria SAI S.p.A. -- EUR30 million to EUR50 million.

Air France-KLM S.A., meanwhile, renewed interest in acquiring a
stake in Alitalia, although Italian Prime Minister Silvio
Berlusconi commented that foreign investors could only acquire a
minority stake in the national carrier, the Wall Street Journal
reports.

Mr. Matteoli was quoted by Bloomberg News as saying that the
investor group plans to sign an industrial agreement with an
international partner like Air France or Deutsche Lufthansa AG.

The amended law exempts Alitalia from anti-trust rules for six
months, allowing its merger with AirOne to push through without
problems, Reuters reports.

The revised law also binds investors from selling their shares in
Alitalia for five years.

IMMSI's Roberto Colaninno will become executive chairman of the
newco, the firm said in a statement.

                        About Alitalia

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

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


ALITALIA SPA: Codacons to File Suit vs Newco
--------------------------------------------
Coordinamento delle Associazioni per la Difesa dell'Ambiente
e dei Diritti degli Utenti e dei Consumatori, a consumer
protection group, will file a lawsuit against the creation of
newco from Alitalia S.p.A., Agenzia Giornalistica Italia reports.

Alitalia's rescue plan entails splitting the national carrier
into two -- an oldco -- comprised of the bulk of the company's
debt as well unprofitable assets -- and a newco -- comprised of
its core operations that would be taken over by a group of 16
Italian investors.

Codacons president Carlo Rienzi told AGI that splitting Alitalia
into two would harm shareholders, since they would "come away
empty-handed.

Mr. Rienzi added that Codacons is currently studying the lawsuit,
"which will have preventative effects, requesting that the court
blocks the constitution of the new airline."

Mr. Rienzi said the lawsuit aims to "to preserve the value of the
debentures and shares of investors,"  while waiting the class
action against Alitalia to commence in January 2009.

With regards to the class action, Mr. Rienzi told AGI that they
are preparing a memorandum for the criminal judge to open up a
criminal proceeding.

He added that "whether there are many or few participants,
[Codacons] will take the class action."

                         About Alitalia

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

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


ALOHA AIRLINES: Court Urged to Defer Admin. Fee Payment Decision
----------------------------------------------------------------
The Waterfront Group of creditors in Aloha Airlines Inc. and its
debtor-affiliates' Chapter 7 cases asks the U.S. Bankruptcy Court
for the District of Hawaii to defer until Oct. 27, 2008, its
decision on the fee applications filed by these professionals:

   -- Wagner Choi & Verbrugge;
   -- Dane S. Field;
   -- Sheppard Mullin Richter & Hampton LLP;
   -- Berger Singerman, P.A.; and
   -- Char Sakamoto Ishii Lum & Ching.

Waterfront told the Court that there are other professionals in
the Debtors' cases who haven't applied for compensation.  The
group suggested for the Court to continue receiving applicants'
requests until after the deadline for other creditors with
administrative claims.  By that time, Waterfront said, the Court
and creditors will be fully informed of the total sums and
categories of administrative claims.

Based in Honolulu, Hawaii, Aloha Airgroup Inc., Aloha Airlines
Inc. -- http://www.alohaairlines.com/-- and its affiliates are        
carriers that fly passengers and freight to Hawaii's five major
airports, as well as to half a dozen destinations in the western
U.S.  They operate a fleet of about 20 aircraft, all Boeing 737s,
including three configured as freighters.

Aloha filed for Chapter 11 protection on Dec. 30, 2004 (Bankr. D.
Hawaii Case No. 04-03063), and emerged from Chapter 11 bankruptcy
protection in February 2006.

The company and its affiliates filed again for Chapter 11
protection on March 18, 2008 (Bankr. D. Hawaii Lead Case No. 08-
00337).  Brian G. Rich, Esq., Jordi Guso, Esq., and Paul Steven
Singerman, Esq., at Berger Singerman P.A., and David C. Farmer,
Esq., represent the Debtors in their restructuring efforts.  The
Official Committee of Unsecured Creditors was represented by
Sonnenschein Nath & Rosenthal LLP and Bronster Hoshibata, A Law
Corporation.  The Debtors' schedules reflected total assets of
$74,600,000 against total liabilities of $197,100,000.

On April 29, 2008, the Court converted the Debtors' cases into
chapter 7 liquidation proceedings.  The next day, the U.S. Trustee
appointed Dane S. Field to serve as chapter 7 trustee for the
cases.  James Wagner, Esq., at Wagner Choi & Verbrugge, represents
Mr. Field.


AMERICAN HOME: Hearing on Disclosure Statement Set September 15
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware will
convene a hearing on September 15, 2008, at 10:00 a.m., to
consider the adequacy of the disclosure statement accompanying the
Chapter 11 plan of liquidation filed by American Home Mortgage
Investment Corp. and its debtor-affiliates with the Court on
August 15, 2008.

Objections to the Disclosure Statement, if any, are due
September 9.

The Plan provides for the establishment of a single liquidating
trust for the benefit of the bankruptcy estates' creditors.  The
Plan Trust will succeed to all of the Debtors' assets, including
all causes of action.

The Debtors submitted a de-consolidated plan, and as a result,
recovery by creditors against different estates may vary.  
Unsecured creditors will recover between 0% and 5.86% depending
on the classification of their claims and the Debtors liable to
those claims.

The Debtors have not yet conveyed a time-table for the
solicitation of votes for, and confirmation of, the Plan.  The
Debtors will be allowed to begin distributing ballots to
claimants after they obtain approval of the Disclosure Statement.

                     About American Home

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

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

(American Home Bankruptcy News, Issue No. 43; Bankruptcy
Creditors' Service, Inc., Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).  


AMERICAN MEDIA: S&P Says CCC+ Rating Unaffected By Tender Offer
---------------------------------------------------------------
Standard & Poor's Ratings Services said Boca-Raton, Fla.-based
American Media Operations Inc.'s (CCC+/Negative/--) announcement
that it has commenced a tender offer for its $414.5 million 10
1/4% senior subordinated notes due 2009 and its $155.5 million 8
7/8% senior subordinated notes due 2011 at par value does not
currently affect the rating or outlook on the company.

The new debt obligations being offered in exchange are $250
million 12% senior notes due 2013, $15.9 million senior
subordinated discount notes due 2013, and $340.4 million at
maturity ($320 million in gross proceeds) 10 1/4% senior
subordinated discount notes due 2013. If more than 90% of the 10
1/4% notes due 2009 and more than 50% of the 8 7/8% due 2011 notes
accept the offer, these securities will convert to a single new
debt obligation -- a $606.3 million principal amount at maturity
($570 million in gross proceeds) debt obligation that would extend
two debt maturities. These senior subordinated discount notes
mature in 2013 and require 9% cash interest and an option to pay-
in-kind or in cash 2.5% interest.

However, it is possible that not all existing public holders will
accept the offer, in which case, any outstanding 10 1/4% notes
will still become due in May 2009. Moreover, the revolving credit
facility and term loan would be moved up to Feb. 1, 2009, from
2013 and 2012, respectively, if these notes are not paid off in
full prior to February 2009. Even if the refinancing of the 2009
notes is accomplished, the maturity of the revolving credit
facility and term loan would be revised to Oct. 15, 2010, if the
company's $155.5 million 8 7/8% senior subordinated notes due 2011
are not fully paid off prior to October 2010.

Liquidity would still be limited. As of June 30, 2008, American
Media's margin of compliance with the credit facility's senior
secured leverage covenant is thin, particularly because this
covenant steps down to 3.25x on Oct. 1, 2008, and then again on
Oct. 1, 2009, to 3x. A continued decline in EBITDA could require
an amendment over the near-term. For the first quarter ended June
30, 2008, total revenue declined 2%, while EBITDA declined 4%
because of softness in advertising revenue, particularly in its
celebrity publications and women's health and fitness segment.


APOLLO CONSTRUCTION: Voluntary Chapter 11 Case Summary
------------------------------------------------------
Debtor: Apollo Construction & Engineering Services, Inc.
        P.O. Box 5848
        Sun City Center, FL 33571

Bankruptcy Case No.: 08-13177

Chapter 11 Petition Date: August 29, 2008

Court: Middle District of Florida (Tampa)

Judge: Michael G. Williamson

Debtor's Counsel: Elena P. Ketchum, Esq.
                  (eketchum.ecf@srbp.com)
                  Stichter, Riedel, Blain & Prosser
                  110 E. Madison St., Suite 200
                  Tampa, FL 33602
                  Tel: (813) 229-0144
                  Fax: (813) 229-1811

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

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

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


ASARCO LLC: 5-Year Financial Projections Not Updated, Parent Says
-----------------------------------------------------------------
ASARCO LLC, on Feb. 15, 2008, circulated to several parties-in-
interest in its Chapter 11 case a five-year business plan, which,
among other things, contemplated emergence from bankruptcy in
December 2008 and included five-year financial projections.

According to Asarco Incorporated, the 5-Year Business Plan has
not been updated since February 2008.

                Five-Year Working Capital Projections
                           ($ In millions)

                             2008    2009    2010    2011    2012
                             ----    ----    ----    ----    ----
CURRENT ASSETS:
Accounts and Notes
receivable:
   Third Parties (Trade)  $141.70 $145.15 $147.33 $140.55 $137.55
   Related Parties
      (Intercompany)        36.48   18.67    5.01    5.01    5.01
   Other Current Assets     22.31   20.17   13.59   12.49   12.49
                           ------  ------  ------  ------  ------
Total accounts and
notes receivable           200.49  183.99  165.92  158.04  155.05

Inventories of principle
   and secondary metals
   and byproducts          235.30  238.27  227.84  215.52  219.24
Materials and Supplies      52.62   57.10   54.70   51.80   52.68
Prepaid expenses             3.20    2.47    2.47    2.47    2.47
                           ------  ------  ------  ------  ------
Total current assets      $491.61 $481.83 $450.92 $427.83 $429.44

Net change in current
   assets                   18.42   (9.78) (30.91) (23.10)   1.62
Net change in current
   portion of long term
   assets                  (37.43) (13.25)   0.00    0.00    0.00
                           ------  ------  ------  ------  ------
Increase on Assets         (19.02) (23.02) (30.91) (23.10)   1.62
                           ======  ======  ======  ======  ======

CURRENT LIABILITIES:
Accounts payable:
   Third Parties (Trade)   $90.81  $94.78  $90.63  $85.73  $87.21
                           ------  ------  ------  ------  ------
Total current liabilities  $90.81  $94.78  $90.63  $85.73  $87.21

Increase on Liabilities      8.72    3.98   (4.15)  (4.90)   1.48
                           ------  ------  ------  ------  ------
Net Change in Working
Capital -- Use of Cash     (27.73) (27.00) (26.76) (18.20)   0.13

A copy of the excerpts from 5-Year Business Plan is available for
free at http://researcharchives.com/t/s?3187

                          About ASARCO LLC

Based in Tucson, Arizona, ASARCO LLC -- http://www.asarco.com/--    
is an integrated copper mining, smelting and refining company.
Grupo Mexico S.A. de C.V. is ASARCO's ultimate parent.

The Company filed for Chapter 11 protection on Aug. 9, 2005
(Bankr. S.D. Tex. Case No. 05-21207).  James R. Prince, Esq., Jack
L. Kinzie, Esq., and Eric A. Soderlund, Esq., at Baker Botts
L.L.P., and Nathaniel Peter Holzer, Esq., Shelby A. Jordan, Esq.,
and Harlin C. Womble, Esq., at Jordan, Hyden, Womble & Culbreth,
P.C., represent the Debtor in its restructuring efforts.  Lehman
Brothers Inc. provides the ASARCO with financial advisory services
and investment banking services.  Paul M. Singer, Esq., James C.
McCarroll, Esq., and Derek J. Baker, Esq., at Reed Smith LLP give
legal advice to the Official Committee of Unsecured Creditors and
David J. Beckman at FTI Consulting, Inc., gives financial advisory
services to the Committee.

When the Debtor filed for protection from its creditors, it listed
$600 million in total assets and $1 billion in total debts.

The Debtor has five affiliates that filed for chapter 11
protection on April 11, 2005 (Bankr. S.D. Tex. Case Nos. 05-20521
through 05-20525).  They are Lac d'Amiante Du Quebec Ltee, CAPCO
Pipe Company, Inc., Cement Asbestos Products Company, Lake
Asbestos of Quebec, Ltd., and LAQ Canada, Ltd.  Sander L.
Esserman, Esq., at Stutzman, Bromberg, Esserman & Plifka, APC, in
Dallas, Texas, represents the Official Committee of Unsecured
Creditors for the Asbestos Debtors.  Former judge Robert C. Pate
has been appointed as the future claims representative.  Details
about their asbestos-driven Chapter 11 filings have appeared in
the Troubled Company Reporter since April 18, 2005.

Encycle/Texas, Inc. (Bankr. S.D. Tex. Case No. 05-21304), Encycle,
Inc., and ASARCO Consulting, Inc. (Bankr. S.D. Tex. Case No. 05-
21346) also filed for chapter 11 protection, and ASARCO has asked
that the three subsidiary cases be jointly administered with its
chapter 11 case.  On Oct. 24, 2005, Encycle/Texas' case was
converted to a Chapter 7 liquidation proceeding.  The Court
appointed Michael Boudloche as Encycle/Texas, Inc.'s Chapter 7
Trustee.  Michael B. Schmidt, Esq., and John Vardeman, Esq., at
Law Offices of Michael B. Schmidt represent the Chapter 7 Trustee.

ASARCO's affiliates, AR Sacaton LLC, Southern Peru Holdings LLC,
and ASARCO Exploration Company Inc., filed for Chapter 11
protection on Dec. 12, 2006.  (Bankr. S.D. Tex. Case No. 06-20774
to 06-20776).

Six of ASARCO's affiliates, Wyoming Mining & Milling Co., Alta
Mining & Development Co., Tulipan Co., Inc., Blackhawk Mining &
Development Co., Ltd., Peru Mining Exploration & Development Co.,
and Green Hill Cleveland Mining Co. filed for Chapter 11
protection on April 21, 2008.  (Bank. S.D. Tex. Case No. 08-20197
to 08-20202).

The Debtors submitted to the Court a joint plan of reorganization
and disclosure statement on July 31, 2008.  The plan incorporates
the sale of substantially all of the Debtors' assets to Sterlite
Industries, Ltd., for $2,600,000,000.

Americas Mining Corporation, an affiliate of Grupo Mexico SAB de
CV, submitted a reorganization plan to retain its equity interest
in ASARCO LLC, by offering full payment to ASARCO's creditors in
connection with ASARCO's Chapter 11 case.  AMC would provide up to
$2.7 billion in cash as well as a $440 million guarantee to assure
payment of all allowed creditor claims, including payment of
liabilities relating to asbestos and environmental claims.  AMC's  
plan is premised on the estimation of the approximate allowed
amount of the claims against ASARCO.

Asarco Inc. and AMC are represented by Luc A. Despins, Esq., at
Milbank, Tweed, Hadley & McCloy LLP, in New York.

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


ASARCO LLC: Parent Says Court Improperly Approved Break-Up Fee
--------------------------------------------------------------
Asarco Incorporated previously appealed from an order made by the
Honorable Richard Schmidt of the U.S. Bankruptcy Court for the
Southern District of Texas, approving final bidding procedures for
the sale of substantially all of ASARCO LLC's assets to Sterlite
Industries, Ltd, for $2,600,000,000.  The appeal is pending before
the U.S. District Court for the Southern District of Texas.

Asarco Inc. objected to Sterlite's bid arguing that it can top
the bid by funding a plan of reorganization for the Debtors with
$2,700,000,000 in cash or cash equivalents.  Asarco Inc.'s
counsel, Luc A. Despins, Esq., at Milbank, Tweed, Hadley &
McCloy, LLP, in New York, said the aggregate value of Asarco
Inc.'s Full-Payment Plan is as much as $6,740,000,000.

Asarco Inc., which owns 100% of ASARCO LLC's equity, is an
affiliate of Mexican mining giant Grupo Mexico S.A.B., de C.V.  
Sterlite is an affiliate of London-based Vedanta Resources Plc.

According to Reuters, District Judge Hayden Head repeatedly
interrupted Mr. Despins during the hearing on the bankruptcy
appeal to ask when Asarco Inc. is going to give the U.S.
Department of Justice enough money to fix the environmental
problems caused by the operations of ASARCO LLC's mines.

Asarco Inc., according to Reuters, is contending that the Southern
District of Texas Bankruptcy Court, which is overseeing ASARCO
LLC's bankruptcy case, improperly approved a break-up fee in rival
bidder Sterlite's $2,600,000,000 offer Asarco Inc. had offered
more.

                         About ASARCO LLC

Based in Tucson, Arizona, ASARCO LLC -- http://www.asarco.com/--    
is an integrated copper mining, smelting and refining company.
Grupo Mexico S.A. de C.V. is ASARCO's ultimate parent.

The Company filed for Chapter 11 protection on Aug. 9, 2005
(Bankr. S.D. Tex. Case No. 05-21207).  James R. Prince, Esq., Jack
L. Kinzie, Esq., and Eric A. Soderlund, Esq., at Baker Botts
L.L.P., and Nathaniel Peter Holzer, Esq., Shelby A. Jordan, Esq.,
and Harlin C. Womble, Esq., at Jordan, Hyden, Womble & Culbreth,
P.C., represent the Debtor in its restructuring efforts.  Lehman
Brothers Inc. provides the ASARCO with financial advisory services
and investment banking services.  Paul M. Singer, Esq., James C.
McCarroll, Esq., and Derek J. Baker, Esq., at Reed Smith LLP give
legal advice to the Official Committee of Unsecured Creditors and
David J. Beckman at FTI Consulting, Inc., gives financial advisory
services to the Committee.

When the Debtor filed for protection from its creditors, it listed
$600 million in total assets and $1 billion in total debts.

The Debtor has five affiliates that filed for chapter 11
protection on April 11, 2005 (Bankr. S.D. Tex. Case Nos. 05-20521
through 05-20525).  They are Lac d'Amiante Du Quebec Ltee, CAPCO
Pipe Company, Inc., Cement Asbestos Products Company, Lake
Asbestos of Quebec, Ltd., and LAQ Canada, Ltd.  Sander L.
Esserman, Esq., at Stutzman, Bromberg, Esserman & Plifka, APC, in
Dallas, Texas, represents the Official Committee of Unsecured
Creditors for the Asbestos Debtors.  Former judge Robert C. Pate
has been appointed as the future claims representative.  Details
about their asbestos-driven Chapter 11 filings have appeared in
the Troubled Company Reporter since April 18, 2005.

Encycle/Texas, Inc. (Bankr. S.D. Tex. Case No. 05-21304), Encycle,
Inc., and ASARCO Consulting, Inc. (Bankr. S.D. Tex. Case No. 05-
21346) also filed for chapter 11 protection, and ASARCO has asked
that the three subsidiary cases be jointly administered with its
chapter 11 case.  On Oct. 24, 2005, Encycle/Texas' case was
converted to a Chapter 7 liquidation proceeding.  The Court
appointed Michael Boudloche as Encycle/Texas, Inc.'s Chapter 7
Trustee.  Michael B. Schmidt, Esq., and John Vardeman, Esq., at
Law Offices of Michael B. Schmidt represent the Chapter 7 Trustee.

ASARCO's affiliates, AR Sacaton LLC, Southern Peru Holdings LLC,
and ASARCO Exploration Company Inc., filed for Chapter 11
protection on Dec. 12, 2006.  (Bankr. S.D. Tex. Case No. 06-20774
to 06-20776).

Six of ASARCO's affiliates, Wyoming Mining & Milling Co., Alta
Mining & Development Co., Tulipan Co., Inc., Blackhawk Mining &
Development Co., Ltd., Peru Mining Exploration & Development Co.,
and Green Hill Cleveland Mining Co. filed for Chapter 11
protection on April 21, 2008.  (Bank. S.D. Tex. Case No. 08-20197
to 08-20202).

The Debtors submitted to the Court a joint plan of reorganization
and disclosure statement on July 31, 2008.  The plan incorporates
the sale of substantially all of the Debtors' assets to Sterlite
Industries, Ltd., for $2,600,000,000.

Americas Mining Corporation, an affiliate of Grupo Mexico SAB de
CV, submitted a reorganization plan to retain its equity interest
in ASARCO LLC, by offering full payment to ASARCO's creditors in
connection with ASARCO's Chapter 11 case.  AMC would provide up to
$2.7 billion in cash as well as a $440 million guarantee to assure
payment of all allowed creditor claims, including payment of
liabilities relating to asbestos and environmental claims.  AMC's  
plan is premised on the estimation of the approximate allowed
amount of the claims against ASARCO.

Asarco Inc. and AMC are represented by Luc A. Despins, Esq., at
Milbank, Tweed, Hadley & McCloy LLP, in New York.

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


ASARCO LLC: Court Denies Philippe Casgrain's $30 Million Claim
--------------------------------------------------------------
At the behest of ASARCO LLC and its debtor-affiliates, the U.S.
Bankruptcy Court for the Southern District of Texas denied, in its
entirety, the $30,000,000 general unsecured claim filed by
Philippe Casgrain.

The claim was filed on March 14, 2007.

As reported in the Troubled Company Reporter on June 4, 2008, Jack
L. Kinzie, Esq., at Baker Botts L.L.P, in Dallas, Texas,
told the Court that Mr. Casgrain alleges in the memorandum
attached to the Claim that "[t]his is an action requiring
defendants to account for $30,000,000 U.S. held by it in Bermuda
for the benefit of Plaintiff 2858-0702 Quebec Inc., by a company
called Geominerals and to be used to indemnify plaintiff against
asbestos' claims."  Mr. Kinzie added that Mr. Casgrain also
attached a document appearing to be a foreign court pleading.  
However, Mr. Kinzie said the document is in French and is
indecipherable to the Debtors on its face.  Moreover, the
document is not properly authenticated in accordance with Rule
44(a)(2) of the Federal Rules of Civil Procedure.

Mr. Kinzie said the memorandum and attached document provide no
information to allow a determination of whether the Claim is
valid.  He said Quebec Inc. has not filed a claim in the Debtors'
bankruptcy cases.  

Moreover, Mr. Kinzie asserts that the Debtors are not liable to
the Claim in any amount.  The Claim was filed on March 14, 2007,
more than seven months after the Aug. 1, 2006 Bar Date established
by the Court.

Mr. Kinzie added that no legal relationship exists between Mr.
Casgrain and the Debtors that would allow Mr. Casgrain to assert
a right to an accounting.

                         About ASARCO LLC

Based in Tucson, Arizona, ASARCO LLC -- http://www.asarco.com/--    
is an integrated copper mining, smelting and refining company.
Grupo Mexico S.A. de C.V. is ASARCO's ultimate parent.

The Company filed for Chapter 11 protection on Aug. 9, 2005
(Bankr. S.D. Tex. Case No. 05-21207).  James R. Prince, Esq., Jack
L. Kinzie, Esq., and Eric A. Soderlund, Esq., at Baker Botts
L.L.P., and Nathaniel Peter Holzer, Esq., Shelby A. Jordan, Esq.,
and Harlin C. Womble, Esq., at Jordan, Hyden, Womble & Culbreth,
P.C., represent the Debtor in its restructuring efforts.  Lehman
Brothers Inc. provides the ASARCO with financial advisory services
and investment banking services.  Paul M. Singer, Esq., James C.
McCarroll, Esq., and Derek J. Baker, Esq., at Reed Smith LLP give
legal advice to the Official Committee of Unsecured Creditors and
David J. Beckman at FTI Consulting, Inc., gives financial advisory
services to the Committee.

When the Debtor filed for protection from its creditors, it listed
$600 million in total assets and $1 billion in total debts.

The Debtor has five affiliates that filed for chapter 11
protection on April 11, 2005 (Bankr. S.D. Tex. Case Nos. 05-20521
through 05-20525).  They are Lac d'Amiante Du Quebec Ltee, CAPCO
Pipe Company, Inc., Cement Asbestos Products Company, Lake
Asbestos of Quebec, Ltd., and LAQ Canada, Ltd.  Sander L.
Esserman, Esq., at Stutzman, Bromberg, Esserman & Plifka, APC, in
Dallas, Texas, represents the Official Committee of Unsecured
Creditors for the Asbestos Debtors.  Former judge Robert C. Pate
has been appointed as the future claims representative.  Details
about their asbestos-driven Chapter 11 filings have appeared in
the Troubled Company Reporter since April 18, 2005.

Encycle/Texas, Inc. (Bankr. S.D. Tex. Case No. 05-21304), Encycle,
Inc., and ASARCO Consulting, Inc. (Bankr. S.D. Tex. Case No. 05-
21346) also filed for chapter 11 protection, and ASARCO has asked
that the three subsidiary cases be jointly administered with its
chapter 11 case.  On Oct. 24, 2005, Encycle/Texas' case was
converted to a Chapter 7 liquidation proceeding.  The Court
appointed Michael Boudloche as Encycle/Texas, Inc.'s Chapter 7
Trustee.  Michael B. Schmidt, Esq., and John Vardeman, Esq., at
Law Offices of Michael B. Schmidt represent the Chapter 7 Trustee.

ASARCO's affiliates, AR Sacaton LLC, Southern Peru Holdings LLC,
and ASARCO Exploration Company Inc., filed for Chapter 11
protection on Dec. 12, 2006.  (Bankr. S.D. Tex. Case No. 06-20774
to 06-20776).

Six of ASARCO's affiliates, Wyoming Mining & Milling Co., Alta
Mining & Development Co., Tulipan Co., Inc., Blackhawk Mining &
Development Co., Ltd., Peru Mining Exploration & Development Co.,
and Green Hill Cleveland Mining Co. filed for Chapter 11
protection on April 21, 2008.  (Bank. S.D. Tex. Case No. 08-20197
to 08-20202).

The Debtors submitted to the Court a joint plan of reorganization
and disclosure statement on July 31, 2008.  The plan incorporates
the sale of substantially all of the Debtors' assets to Sterlite
Industries, Ltd., for $2,600,000,000.

Americas Mining Corporation, an affiliate of Grupo Mexico SAB de
CV, submitted a reorganization plan to retain its equity interest
in ASARCO LLC, by offering full payment to ASARCO's creditors in
connection with ASARCO's Chapter 11 case.  AMC would provide up to
$2.7 billion in cash as well as a $440 million guarantee to assure
payment of all allowed creditor claims, including payment of
liabilities relating to asbestos and environmental claims.  AMC's  
plan is premised on the estimation of the approximate allowed
amount of the claims against ASARCO.

Asarco Inc. and AMC are represented by Luc A. Despins, Esq., at
Milbank, Tweed, Hadley & McCloy LLP, in New York.

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


ASARCO LLC: Wants Settlement With Liberty Mutual Approved
---------------------------------------------------------
ASARCO LLC asks the U.S. Bankruptcy Court for the Southern
District of Texas to approve a stipulation it entered into with
Liberty Mutual Fire Insurance Company for the compromise and
settlement of Liberty Mutual's $10,750,000 claim in connection
with a roof collapse at ASARCO's Hayden, Arizona smelter.

On June 17, 2006, ASARCO's smelting and converter building
located in Hayden suffered a roof collapse causing severe damage
to the building and delaying productivity at the site.  The
smelter roof was insured by Liberty Mutual under policy number
MJ2-691-435135-015.  Following the roof collapse, ASARCO filed a
claim with Liberty Mutual for damages, including costs and
repairs to the building’s structure and business interruption
losses.  The policy deductible was $5,000,000.  Unable to agree
on a damages calculation, ASARCO and Liberty Mutual management
entered into settlement negotiations.

Pending the parties' negotiation of a mutually agreeable
settlement, Liberty Mutual advanced a re-settlement payment of
$5,000,000 to ASARCO in September 2007.

Jennifer C. Stewart, Esq., at Baker Bots L.L.P., in Houston,
Texas, tells the Court that ASARCO and Liberty Mutual have
reached a settlement after two years of negotiations.  Under the
settlement, the total loss attributable to the roof collapse is
determined to be $20,750,000, which includes $7,395,217 for
repairs to the roof and structure of the building and $13,355,783
for business interruption losses.  Liberty Mutual's net
compensation to ASARCO will be $10,750,000 for damages incurred,
which represents the $20,750,000 Settlement less the $5,000,000
Deductible and the $5,000,000 Advancement.

Furthermore, ASARCO tells the Court that the Settlement with
Liberty Mutual is reasonable, fair and equitable.  ASARCO
believes that the Settlement represents a fair and reasonable
final resolution of the amount of damage attributable to the
Smelter roof collapse.

                         About ASARCO LLC

Based in Tucson, Arizona, ASARCO LLC -- http://www.asarco.com/--    
is an integrated copper mining, smelting and refining company.
Grupo Mexico S.A. de C.V. is ASARCO's ultimate parent.

The Company filed for Chapter 11 protection on Aug. 9, 2005
(Bankr. S.D. Tex. Case No. 05-21207).  James R. Prince, Esq., Jack
L. Kinzie, Esq., and Eric A. Soderlund, Esq., at Baker Botts
L.L.P., and Nathaniel Peter Holzer, Esq., Shelby A. Jordan, Esq.,
and Harlin C. Womble, Esq., at Jordan, Hyden, Womble & Culbreth,
P.C., represent the Debtor in its restructuring efforts.  Lehman
Brothers Inc. provides the ASARCO with financial advisory services
and investment banking services.  Paul M. Singer, Esq., James C.
McCarroll, Esq., and Derek J. Baker, Esq., at Reed Smith LLP give
legal advice to the Official Committee of Unsecured Creditors and
David J. Beckman at FTI Consulting, Inc., gives financial advisory
services to the Committee.

When the Debtor filed for protection from its creditors, it listed
$600 million in total assets and $1 billion in total debts.

The Debtor has five affiliates that filed for chapter 11
protection on April 11, 2005 (Bankr. S.D. Tex. Case Nos. 05-20521
through 05-20525).  They are Lac d'Amiante Du Quebec Ltee, CAPCO
Pipe Company, Inc., Cement Asbestos Products Company, Lake
Asbestos of Quebec, Ltd., and LAQ Canada, Ltd.  Sander L.
Esserman, Esq., at Stutzman, Bromberg, Esserman & Plifka, APC, in
Dallas, Texas, represents the Official Committee of Unsecured
Creditors for the Asbestos Debtors.  Former judge Robert C. Pate
has been appointed as the future claims representative.  Details
about their asbestos-driven Chapter 11 filings have appeared in
the Troubled Company Reporter since April 18, 2005.

Encycle/Texas, Inc. (Bankr. S.D. Tex. Case No. 05-21304), Encycle,
Inc., and ASARCO Consulting, Inc. (Bankr. S.D. Tex. Case No. 05-
21346) also filed for chapter 11 protection, and ASARCO has asked
that the three subsidiary cases be jointly administered with its
chapter 11 case.  On Oct. 24, 2005, Encycle/Texas' case was
converted to a Chapter 7 liquidation proceeding.  The Court
appointed Michael Boudloche as Encycle/Texas, Inc.'s Chapter 7
Trustee.  Michael B. Schmidt, Esq., and John Vardeman, Esq., at
Law Offices of Michael B. Schmidt represent the Chapter 7 Trustee.

ASARCO's affiliates, AR Sacaton LLC, Southern Peru Holdings LLC,
and ASARCO Exploration Company Inc., filed for Chapter 11
protection on Dec. 12, 2006.  (Bankr. S.D. Tex. Case No. 06-20774
to 06-20776).

Six of ASARCO's affiliates, Wyoming Mining & Milling Co., Alta
Mining & Development Co., Tulipan Co., Inc., Blackhawk Mining &
Development Co., Ltd., Peru Mining Exploration & Development Co.,
and Green Hill Cleveland Mining Co. filed for Chapter 11
protection on April 21, 2008.  (Bank. S.D. Tex. Case No. 08-20197
to 08-20202).

The Debtors submitted to the Court a joint plan of reorganization
and disclosure statement on July 31, 2008.  The plan incorporates
the sale of substantially all of the Debtors' assets to Sterlite
Industries, Ltd., for $2,600,000,000.

Americas Mining Corporation, an affiliate of Grupo Mexico SAB de
CV, submitted a reorganization plan to retain its equity interest
in ASARCO LLC, by offering full payment to ASARCO's creditors in
connection with ASARCO's Chapter 11 case.  AMC would provide up to
$2.7 billion in cash as well as a $440 million guarantee to assure
payment of all allowed creditor claims, including payment of
liabilities relating to asbestos and environmental claims.  AMC's  
plan is premised on the estimation of the approximate allowed
amount of the claims against ASARCO.

Asarco Inc. and AMC are represented by Luc A. Despins, Esq., at
Milbank, Tweed, Hadley & McCloy LLP, in New York.

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


ASSET SECURITIZATION: Fitch Confirms Low-B Ratings on Two Certs.
----------------------------------------------------------------
Fitch affirms Asset Securitization Corp.'s (ASC) commercial
mortgage pass-through certificates, series 1997-D5:

Fitch affirms these classes:

-- $ 220.2 million class A-1D at 'AAA';
-- $ 52.6 million class A-1E at 'AAA';
-- Interest-only class PS-1 at 'AAA';
-- $ 87.7 million class A-2 at 'AAA';
-- $ 52.6 million class A-3 at 'AAA';
-- $ 26.3 million class A-4 at 'AAA';
-- $ 39.5 million class A-5 at 'AA',
-- $ 43.9 million class A-6 at 'BBB+';
-- $ 21.9 million class A-7 at 'BB+';
-- $ 39.5 million class B-1 at 'B'.

Class B-2 remains at 'CC/DR4'.

Classes A-1A, A-CS1, A-1B and A-1C have paid in full.  Classes B-3
through B-7H have been reduced to zero due to realized losses.

The rating affirmations are the result of sufficient credit
enhancement in light of future uncertainty surrounding potential
interest and principal losses associated with ongoing litigation
and specially serviced assets.  In total, as of the August 2008
distribution, the transaction has paid down 65% to $625.1 million
from $1.8 billion at issuance.  In addition, 22 loans, 35.1% of
the pool, have defeased, including two shadow rated loans, 3 Penn
Plaza (10.3%) and Westin Casuarina (5.4%).

There are currently two loans that are in special servicing
(1.2%). The largest loan (0.7%) is collateralized by an office
property in Mobile, AL.  Foreclosure has been initiated and the
property may be purchased at the foreclosure sale. Losses are
uncertain at this time.  The smaller loan (0.6%) is collateralized
by a vacant retail property in Carol Stream, IL.  The tenant and
borrower continue to negotiate a lease termination fee.
Foreclosure has been initiated.

Fitch is also concerned with two separate litigation cases.  The
first case involves the bankruptcy proceedings of the operating
entity of the Dr.'s Hospital loan, which has been resolved from
the trust.  The special servicer escrowed approximately $2.7
million from the settlement proceeds of the Dr.'s Hospital breach
of representations and warranty claim, and approximately $330
thousand remains.  Future legal fees associated with this case
will not cause interest shortfalls as long as these funds remain.

In addition, there is ongoing litigation filed on behalf of the
trust by the special servicer against the loan seller for breach
of representations and warranties for seven loans that have been
liquidated from the trust, causing $27.7 million in losses.  Fitch
is concerned that future legal fees associated with this
litigation as well as amounts above the $330 thousand currently
held in escrow in the bankruptcy proceeds may cause future
shortfalls to certain junior classes.

Two non defeased loans (24%), the Saul Centers pool (17.2%) and
the Swiss Bank Tower (7.1%) maintain investment grade shadow
ratings due to stable performance.

There are no upcoming maturities or anticipated repayment dates
(ARD) in 2008.  Approximately 17% of the pool has an ARD in 2009,
including the Swiss Bank Tower, five defeased loans, and one loan
(0.1%) collateralized by a multifamily property in Jackson, MI.


ATA AIRLINES: Court Sets October 2 Claims Bar Date
--------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Indiana
sets October 2, 2008, as the deadline for creditors and
governmental units to file their proofs of claim against ATA
Airlines, Inc.

The Court gave creditors 30 days after (i) receiving a notice of
amendment of ATA Airlines' schedules of assets and liabilities;
and (ii) issuance of an order approving rejection of contracts
and leases, to file proofs of claim.

As reported in the Troubled Company Reporter on Aug. 11, 2008,
ATA Airlines, Inc., filed with the Court a status report,
providing a summary of the contact information of passengers who
purchased tickets for flights scheduled to depart after April 3,
2008, and the customers who participated in its frequent flyer
programs.

The move was in response to the Court's directive issued at a
June 27, 2008 hearing to consider approval of the proposed claims
bar dates as well as the objections raised by Nancy Gargula,
U.S. Trustee for Region 10.

                        About ATA Airlines

Headquartered in Indianapolis, Indiana, ATA Airlines, Inc., is a
diversified passenger airline operating in two principal business
lines -- a low cost carrier providing scheduled passenger service
that leverages a code share agreement with Southwest Airlines; and
a charter operator that focused primarily on providing charter
service to the U.S. government and military.  ATA is a wholly
owned subsidiary of New ATA  Acquisition, Inc. -- a wholly owned
subsidiary of New ATA Investment, Inc., which in turn, is a wholly
owned subsidiary of Global Aero Logistics Inc.  ATA Acquisition
also owns another holding company subsidiary, World Air Holdings,
Inc., which it acquired through merger on August 14, 2007.  World
Air Holdings owns and operates two other airlines, North American
Airlines and World Airways.

ATA Airlines and its affiliates filed for chapter 11 protection on
Oct. 26, 2004 (Bankr. S.D. Ind. Case Nos. 04-19866, 04-19868
through 04-19874).  The Honorable Basil H. Lorch III confirmed the
Debtors' plan of reorganization on Jan. 31, 2006.  The Debtors'
emerged from bankruptcy on Feb. 28, 2006.

Global Aero Logistics acquired certain of ATA's operations after
its first bankruptcy.  The remaining ATA affiliates that were not
substantively consolidated in the company's first bankruptcy case
were sold or otherwise liquidated.

ATA Airlines filed for Chapter 22 on April 2, 2008 (Bankr. S.D.
Ind. Case No. 08-03675), citing the unexpected cancellation of a
key contract for ATA's military charter business, which made it
impossible for ATA to obtain additional capital to sustain its
operations or restructure the business.  ATA discontinued all
operations subsequent to the bankruptcy filing.  ATA's Chapter 22
bankruptcy petition lists assets and liabilities each in the range
of $100 million to $500 million.

The Debtor is represented in its Chapter 22 case by Haynes and
Boone, LLP, and Baker & Daniels, LLP, as bankruptcy counsel.

The United States Trustee for Region 10 appointed five members to
the Official Committee of Unsecured Creditors.  Otterbourg,
Steindler, Houston & Rosen, P.C., serves as bankruptcy counsel to
the Committee.  FTI Consulting, Inc., acts as the panel's
financial advisors.  The Court gave ATA Airlines Inc. until
Feb. 26, 2009, to file its Chapter 11 plan and April 27, 2009, to
solicit acceptances of that plan.

(ATA Airlines Bankruptcy News, Issue No. 89; Bankruptcy Creditors'
Services Inc. http://bankrupt.com/newsstand/or 215/945-7000).


ATA AIRLINES: May Employ Paradigm Tax as Property Tax Consultant
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Indiana
granted ATA Ailines Inc. permission to employ Paradigm Tax Group,
LLC as its property tax consultant.

ATA Airlines selected the firm because of its experience in
performing real and personal property tax review, and presenting
tax appeal cases to assessors and assessment boards.  

As reported in the Troubled Company Reporter on July 29, 2008,
Paradigm is tasked to review ATA Airlines' tax assessment and
liabilities on real and personal properties owned and leased by
the airlines in the United States.  If needed, the firm will also
negotiate with the assessors and agencies, and file appeals to
reduce the airlines' tax liabilities.

Paradigm will be paid 35% of the property tax cash savings
resulting from ATA Airlines' actual payment of a reduced
liability or receipt of a cash refund.  No fee will be due
unless actual cash savings have been realized by the airlines.

Paradigm has not been paid a retainer in connection with the
proposed employment.

Richard Archer, managing consultant of Paradigm Tax, assured the
Court that his firm does not hold or represent interest adverse
to ATA Airlines and its estate, and is a "disinterested person,"
as defined in Section 101(14) of the Bankruptcy Code, and as
modified by Section 1107(b).

                        About ATA Airlines

Headquartered in Indianapolis, Indiana, ATA Airlines, Inc., is a
diversified passenger airline operating in two principal business
lines -- a low cost carrier providing scheduled passenger service
that leverages a code share agreement with Southwest Airlines; and
a charter operator that focused primarily on providing charter
service to the U.S. government and military.  ATA is a wholly
owned subsidiary of New ATA  Acquisition, Inc. -- a wholly owned
subsidiary of New ATA Investment, Inc., which in turn, is a wholly
owned subsidiary of Global Aero Logistics Inc.  ATA Acquisition
also owns another holding company subsidiary, World Air Holdings,
Inc., which it acquired through merger on August 14, 2007.  World
Air Holdings owns and operates two other airlines, North American
Airlines and World Airways.

ATA Airlines and its affiliates filed for chapter 11 protection on
Oct. 26, 2004 (Bankr. S.D. Ind. Case Nos. 04-19866, 04-19868
through 04-19874).  The Honorable Basil H. Lorch III confirmed the
Debtors' plan of reorganization on Jan. 31, 2006.  The Debtors'
emerged from bankruptcy on Feb. 28, 2006.

Global Aero Logistics acquired certain of ATA's operations after
its first bankruptcy.  The remaining ATA affiliates that were not
substantively consolidated in the company's first bankruptcy case
were sold or otherwise liquidated.

ATA Airlines filed for Chapter 22 on April 2, 2008 (Bankr. S.D.
Ind. Case No. 08-03675), citing the unexpected cancellation of a
key contract for ATA's military charter business, which made it
impossible for ATA to obtain additional capital to sustain its
operations or restructure the business.  ATA discontinued all
operations subsequent to the bankruptcy filing.  ATA's Chapter 22
bankruptcy petition lists assets and liabilities each in the range
of $100 million to $500 million.

The Debtor is represented in its Chapter 22 case by Haynes and
Boone, LLP, and Baker & Daniels, LLP, as bankruptcy counsel.

The United States Trustee for Region 10 appointed five members to
the Official Committee of Unsecured Creditors.  Otterbourg,
Steindler, Houston & Rosen, P.C., serves as bankruptcy counsel to
the Committee.  FTI Consulting, Inc., acts as the panel's
financial advisors.  The Court gave ATA Airlines Inc. until
Feb. 26, 2009, to file its Chapter 11 plan and April 27, 2009, to
solicit acceptances of that plan.

(ATA Airlines Bankruptcy News, Issue No. 89; Bankruptcy Creditors'
Services Inc. http://bankrupt.com/newsstand/or 215/945-7000).


ATA AIRLINES: May Employ Ryan Inc. as Special Tax Consultant
------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Indiana
granted ATA Airlines Inc. authority to employ Ryan Inc., as
its special excise tax consultant.

As reported in the Troubled Company Reporter on July 29, 2008,
Terry Hall, Esq., at Baker & Daniels LLP, in Indianapolis,
Indiana, said ATA selected Ryan Inc., because of its extensive
experience with federal excise fuel and general excise taxes.  
The firm is also familiar with ATA Airlines' federal and state
tax situation in light of its previous employment with the
airlines, she adds.

As special excise tax consultant, Ryan Inc., will assist ATA
Airlines in minimizing its federal excise fuel taxes as well as
its general excise taxes incurred in Hawaii.  The firm is tasked
to review those taxes for open statutory periods for each tax
paid through April 3, 2008, and obtain refunds from the taxing
authorities.

In case Ryan Inc., obtains any cash refunds including interest
and penalties, it will be paid 40% of the first $1,000,000, of
cash tax refunds received by ATA Airlines.  The firm will also
get 35% of the cash tax refunds that exceed $1,000,000, as
actually received by the airlines from taxing authorities or
vendors.

Ryan Inc., is allowed to seek legal services in connection with
its employment, however, it will shoulder the expenses incurred
for those services.  The firm has not received a retainer from  
ATA Airlines.  

James Kranjc, principal of Ryan Inc., assured the Court that his
firm does not have any interest adverse to ATA Airlines and its
estate, and is a "disinterested person," as defined in Section
101(14) of the Bankruptcy Code, and as modified by Section
1107(b).

                        About ATA Airlines

Headquartered in Indianapolis, Indiana, ATA Airlines, Inc., is a
diversified passenger airline operating in two principal business
lines -- a low cost carrier providing scheduled passenger service
that leverages a code share agreement with Southwest Airlines; and
a charter operator that focused primarily on providing charter
service to the U.S. government and military.  ATA is a wholly
owned subsidiary of New ATA  Acquisition, Inc. -- a wholly owned
subsidiary of New ATA Investment, Inc., which in turn, is a wholly
owned subsidiary of Global Aero Logistics Inc.  ATA Acquisition
also owns another holding company subsidiary, World Air Holdings,
Inc., which it acquired through merger on August 14, 2007.  World
Air Holdings owns and operates two other airlines, North American
Airlines and World Airways.

ATA Airlines and its affiliates filed for chapter 11 protection on
Oct. 26, 2004 (Bankr. S.D. Ind. Case Nos. 04-19866, 04-19868
through 04-19874).  The Honorable Basil H. Lorch III confirmed the
Debtors' plan of reorganization on Jan. 31, 2006.  The Debtors'
emerged from bankruptcy on Feb. 28, 2006.

Global Aero Logistics acquired certain of ATA's operations after
its first bankruptcy.  The remaining ATA affiliates that were not
substantively consolidated in the company's first bankruptcy case
were sold or otherwise liquidated.

ATA Airlines filed for Chapter 22 on April 2, 2008 (Bankr. S.D.
Ind. Case No. 08-03675), citing the unexpected cancellation of a
key contract for ATA's military charter business, which made it
impossible for ATA to obtain additional capital to sustain its
operations or restructure the business.  ATA discontinued all
operations subsequent to the bankruptcy filing.  ATA's Chapter 22
bankruptcy petition lists assets and liabilities each in the range
of $100 million to $500 million.

The Debtor is represented in its Chapter 22 case by Haynes and
Boone, LLP, and Baker & Daniels, LLP, as bankruptcy counsel.

The United States Trustee for Region 10 appointed five members to
the Official Committee of Unsecured Creditors.  Otterbourg,
Steindler, Houston & Rosen, P.C., serves as bankruptcy counsel to
the Committee.  FTI Consulting, Inc., acts as the panel's
financial advisors.  The Court gave ATA Airlines Inc. until
Feb. 26, 2009, to file its Chapter 11 plan and April 27, 2009, to
solicit acceptances of that plan.

(ATA Airlines Bankruptcy News, Issue No. 89; Bankruptcy Creditors'
Services Inc. http://bankrupt.com/newsstand/or 215/945-7000).


ATLANTIS PLASTICS: Future of 100+ Jobs at Texas Plant Uncertain
---------------------------------------------------------------
Sean Gaffney of Monitor (Tex.) reports that Atlantis Plastics Inc.
informed the Texas Workforce Commission on Aug. 19 that some 123
jobs at an Alamo plastics plant might be cut.  The decision will
depend on whether Monomoy Capital Partners LP, a New York-based
private equity fund, will keep the property at 105 N. Tower Road
open.

Chuck Stinnett of Evansville Courier & Press reports that Atlantis
filed a notice under the Worker Adjustment and Retraining
Notification with the Kentucky Cabinet for Workforce Development
regarding the possible layoffs of 152 employees at its molding
plant in Henderson.  

Atlantis Plastics plans to sell the Alamo molded plastic products
division to Monomoy and its Plastic Films division to AEP
Industries Inc.  Atlantis Plastics plans to continue its local
operations through October, when the company expects the sale to
Monomoy would be finalized.  The Debtor will fund the operations
through the sale using a $26.5 million post-bankruptcy financing
from GE Business Financial Services.

The Henderson layoffs, which might take place "on or about"
Oct. 31, will also depend on a planned sale to Monomoy.  

Atlantis also filed WARN notices in Ohio, where it operates three
plants in the Elkhart area,

Atlantis Plastics acquired the Alamo plant, part of Atlantis
Plastics' molded plastic products division, when it bought out Rio
Grande Plastic Products in 2003.  The division manufactures
plastics used for appliances, automobiles, agriculture, building
supplies and other industries.

The company's stock now trades over the counter after being de-
listed from the Nasdaq earlier this year.  

                    About Atlantis Plastics

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

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

David B. Kurzweil, Esq., at Greenberg Traurig, LLP, represents the
Debtors in their restructuring efforts.  They listed assets
between $100 million and $500 million, and debts between
$100 million and $500 million.  The Monitor (Tex.) says the Debtor
holds $206 million in assets and $253 million debts.  The Debtors
owe The Bank of New York $75 million in unsecured loan and
Equistar $1 million in unsecured trade debt.


AUBERN DEVELOPMENTS: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Aubern Developments, LLC
        432 South Belair Rd.
        Martinez, GA 30907

Bankruptcy Case No.: 08-11805

Chapter 11 Petition Date: August 28, 2008

Court: Southern District of Georgia (Augusta)

Judge: Susan D. Barrett

Debtor's Counsel: James T. Wilson, Jr., Esq.
                     Email: wilsonf2@bellsouth.net
                  945 Broad St., Ste 420
                  P.O. Box 2112
                  Augusta, GA 30903
                  Tel: (706) 722-4933
                  Fax: (706) 722-0472

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

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

A copy of Aubern Developments, LLC's petition is available for
free at:

      http://bankrupt.com/misc/gasb08-11805.pdf


BAYBERRY FUNDING: Fitch Junks $240.6 Million Class Notes
--------------------------------------------------------
Fitch downgrades and removes from Rating Watch Negative four
classes of notes issued by Bayberry Funding, Ltd. (Bayberry).  The
rating actions are effective immediately:

-- $95,365,636 class II notes downgraded to 'CC' from 'BBB';
-- $85,431,715 class III notes downgraded to 'CC' from 'BBB-';
-- $17,662,959 class IV notes downgraded to 'C' from 'BB';
-- $42,183,899 class V notes downgraded to 'C' from 'B-'.

Fitch's rating actions reflect the significant collateral
deterioration within the portfolio, specifically subprime
residential mortgage-backed securities (RMBS).

Bayberry is a structured finance (SF) collateralized debt
obligation (CDO) that closed on Feb. 15, 2006 and is managed by
Rabobank International.  Presently, 85.6% of the portfolio is
comprised of U.S. subprime RMBS, of which 43.1% was issued in
2005.

Since Nov. 21, 2007, approximately 59.2% of the portfolio has been
downgraded with 1.8% of the portfolio currently on Rating Watch
Negative.  Additionally, 63.3% of the portfolio is now rated below
investment grade, of which 34.2% of the portfolio is rated 'CCC+'
or below.

The collateral deterioration has caused each of the
overcollateralization (OC) ratios to fall below 100% and fail
their respective tests.  As of the trustee report dated July 10,
2008, the senior OC ratio was 88.8%, relative to its trigger of
108.3%.  Since March 2008, the class IV and V notes have been
paying in kind, whereby the principal balances of the notes are
written up by the amount of unpaid interest.  Based on the
projected performance of the portfolio, Fitch does not expect the
class IV and V notes to receive any interest or principal proceeds
going forward.

The ratings of the class II and III notes address the timely
receipt of scheduled interest payments and the ultimate receipt of
principal as per the transaction's governing documents.  The
ratings of the class IV and V notes address the ultimate receipt
of interest payments and ultimate receipt of principal as per the
transaction's governing documents.

Fitch is reviewing its SF CDO approach and will comment separately
on any changes and potential rating impact at a later date.  Fitch
will continue to monitor and review this transaction for future
rating adjustments.


BCE INC: Leveraged Buyout Cues Fitch to Place Ratings on Watch
--------------------------------------------------------------
Fitch's ratings on BCE Inc. remain on Watch Negative:

BCE

  -- Issuer default rating (IDR) 'BB-';
  -- Senior unsecured debt 'BB-'.

Bell Canada

  -- IDR at 'BB-';
  -- Senior unsecured debt 'BB-';
  -- Subordinate debt 'B+'.

The ratings were first placed on Rating Watch Negative on July 3,
2007 when Fitch downgraded the IDR and senior unsecured debt
ratings to 'BB-' from 'BBB+' due to BCE's acceptance of a
leveraged buyout offer from an investor group including Teachers
Private Capital.  All regulatory approvals required for the
proposed transaction have been received, and BCE has entered into
a final agreement with the investor group, which includes
resolving issues involved in financing the leveraged buyout.  
Pending the close of the transaction, which is now anticipated on
or before Dec. 11, 2008, Fitch expects final resolution of the
Rating Watch Negative.


BIRCH MOUNTAIN: TSX Reviews Listing Compliance of Shares and Notes
---------------------------------------------------------------
Birch Mountain Resources Ltd. disclosed that the Toronto Stock
Exchange is reviewing the common shares and the 6% Convertible
Unsecured Subordinate Debentures (Symbol: BMD.DB) of the
company with respect to meeting the continued listing
requirements.

The company has been granted 90-days in which to regain compliance
with these requirements, pursuant to the Remedial Review Process.

Headquartered in Calgary, Canada, Birch Mountain Resources Ltd.
(TSX and AMEX: BMD) -- http://www.birchmountain.com/-- operates        
the Muskeg Valley Quarry, an early production stage limestone
quarry that produces limestone aggregate products for sale to
customers in the Athabasca Oil Sands region of northeastern
Alberta.  

The company is engaged in the regulatory approval process for the
Hammerstone Project which will expand the Muskeg Valley Quarry and
add an integrated limestone processing complex to provide
manufactured limestone-based products such as quicklime, as well
as related environmental services such as spent lime re-calcining.

                        Going Concern Doubt

Birch Mountain Resources Ltd. disclosed in its report on Form 6-K
which was filed with the U.S. Securities and Exchange Commission
on May 20, 2008, that the company currently has insufficient
revenue to meet its yearly operating and capital requirements.  

The company has incurred operating losses since its inception in
1995, and as of March 31, 2008, has an accumulated deficit of
C$48.2 million.  Losses are from costs incurred in the early
operation and development of the Muskeg Valley Quarry and the
Hammerstone Project, exploration of mineral opportunities and
mineral technology research.  Future operating losses may occur as
a result of the continued operation of the Muskeg Valley Quarry
and development of the Hammerstone Project.

The company has a working capital balance at March 31, 2008, of
C$2.1 million, a decrease of approximately C$5.5 million from
Dec. 31, 2007.

The company has formally engaged RBC Capital Markets to assist in
the evaluation of strategic alternatives, which includes
discussing debt and equity strategies for its immediate and medium
term capital needs.  To the extent the company raises additional
capital by issuing equity or convertible debt securities,
ownership dilution to shareholders will result.  

The company believes these factors raise substantial doubt about
the company's ability to continue as a going concern.


BRIGETT LEVY: Case Summary & 5 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Brigett B Levy
        aka Brigette Miller
        789 Belvidere Ave.
        Plainfield, NJ 07062

Bankruptcy Case No.: 08-25595

Chapter 11 Petition Date: August 18, 2008

Court: District of New Jersey (Newark)

Debtor's Counsel: Meaghan Tuohey-Kay, Esq.
                  (meaghan@2eklaw.com)
                  Law Office of Meaghan Tuohey-Kay
                  532 Lafayette Avenue
                  Hawthorne, NJ 07506
                  Tel: (973) 423-5548

Total Assets: $3,544,558  

Total Liabilities: $3,628,012

A copy of the Debtor's petition, which includes a list of its 5
largest unsecured creditors is available for free at:  

            http://bankrupt.com/misc/njb08-25595.pdf


CADENCE INNOVATION: Court Okays $50 Million BofA DIP Financing
--------------------------------------------------------------
Cadence Innovation LLC, and its affiliate, New Venture Real Estate
Holdings LLC, sought and obtained preliminary approval
from the the U.S. Bankruptcy Court for the District of Delaware to
avail $50,000,000, in the form of revolving loans, from Bank of
America, N.A., as agent for lenders under the DIP Credit
Agreement.

The Debtors intend to use the bankruptcy loan to pay their debt to
prepetition lenders and pay the cost of administering their
bankruptcy cases.  The loan will also be used for working capital
and general corporate purposes.

In return for the financing, the Debtors will grant BofA, on
behalf of the DIP lenders, superpriority claim status.  The
Debtors will also grant the DIP lenders first priority security
interests  and liens on their assets and properties, including
cash, accounts receivable, inventories, equipment, real property,
and 100% of their capital stock.  

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

The terms of the DIP Credit Facility are:

Borrowers:          Cadence Innovation LLC and New Venture
                     Real Estate Holdings, LLC.

Lenders/Agents:     Bank of America, N.A., and any other
                     financial institution that becomes a
                     lender pursuant to the DIP Credit
                     Agreement as revolving lenders; Chrysler
                     Motors LLC, and General Motors
                     Corporation as term lenders.  BofA is
                     the agent on behalf of the revolving
                     and term lenders.

Commitment:         $50,000,000 senior secured revolving
                     facility, provided that prior to the
                     entry of the final order as of the Friday  
                     of any week, the amount available will
                     not exceed (i) $50,000,000 or (ii) the
                     amount set in the Budget as loan
                     outstanding for that Friday.  The
                     revolving loan commitment will be reduced
                     to $35,000,000 on the 10th day of the
                     filing of the bankruptcy cases.

Availability:       On the Closing Date, Lenders will make  
                     available the lesser of $50,000,0000 and  
                     the amount set in the Budget as loan
                     outstanding for that date.  The Debtors
                     also have the option of requesting the
                     term loans from Chrysler and General
                     Motors in amounts not to exceed the
                     commitments of Chrysler and General Motors
                     in their Accommodation Agreements.  Upon
                     entry of the final order, availability
                     will be determined based on a formula with
                     respect to accounts receivable, inventory
                     and machinery and equipment.

Maturity Date:      The maturity date for the Revolving Loans
                     is December 31, 2008, and the maturity
                     date for the Term Loans is consistent
                     with the end of the liquidation periods
                     in the General Motors and Chrysler
                     Accommodation Agreements.  

Security/Priority:  First priority security interests on all
                     property and assets of the Debtors,
                     excluding (i) the capital stock and other
                     equity of foreign subsidiaries; (ii) that
                     certain intercompany note owing from
                     PlashofHolding, BV; and (iii) avoidance
                     actions and their proceeds.  The first
                     priority liens and security interests are
                     subject only to the carve-out, and
                     permitted liens.

                     The obligations of the Debtors with
                     respect to the DIP Credit Agreement will
                     constitute allowed super-priority
                     administrative expenses, subject only to
                     the carve-out.  

Carve-out:          Carve-out includes (i) professional fees
                     and expenses incurred in the bankruptcy
                     case, not exceeding $2,500,000; and (ii)
                     unpaid fees of the Clerk of the
                     Bankruptcy Court and the U.S. Trustee;
                     and (iii) the payment of fees pursuant to
                     Section 1930 of the Bankruptcy Code.

Adequate
Protection:         For the Existing Lenders includes
                     (i) replacement liens on the collateral,
                     subject and junior to the postpetition
                     liens, permitted liens and the carve-out    
                     and (ii) allowed administrative priority
                     claims with priority over all
                     administrative expenses.

                     The Prepetition Agents and Prepetition
                     Lenders will be paid the current cash
                     payment of all of their fees and
                     expenses.

Fees:               Closing fee of $500,000, an unused line
                     fee of 0.5%, letter of credit fee of
                     3.25%, and letter of credit fronting
                     fee of 0.25%.

Interest Rate:      Base rate plus 1.50% per annum.

Events of Default:  The DIP Credit Agreements provide events
                     of default including:

                       * failure to make payments when due;

                       * noncompliance with covenants and
                         breaches of representations and
                         warranties related to payment and
                         securing the collateral only;

                       * impairment of security interests in
                         collateral;

                       * dismissal of the case or conversion
                         to a chapter 7 case;

                       * appointment of a chapter 11 trustee
                         or an examiner with enlarged powers
                         relating to the Debtors' business
                         operation;

                       * granting of relief from the automatic
                         stay to permit foreclosure on
                         material collateral of the Debtors;

                       * entry of an order granting, or filing
                         by the Debtors of a motion granting
                         of, any super-priority claim which
                         is senior or pari passu with the
                         Lenders' claims under the DIP Credit
                         Agreement;

                       * filing any motion seeking an order
                         that permits payment of or grants
                         adequate protection with respect to
                         prepetition debt; authorizes any
                         financing under section 364(c) or (d)
                         of the Bankruptcy Code; or authorizes
                         any cost or expense under Section
                         506(c);

                        * filing a plan of reorganization or a
                          motion to sell all or substantially
                          all of the assets of the Debtors
                          that does not provide for the
                          payment in full of all obligations;

                        * cessation of liens or super-priority
                          claims granted with respect to the
                          DIP Credit Agreement to be valid,
                          perfected and enforceable;

                        * an event having a Material Adverse
                          Effect;

                        * a default occurs under any of the
                          Accommodation Agreements or the
                          Access and Security Agreements with  
                          General Motors or Chrysler; and

                        * any obligation owed under any
                          Material OEM Contract being subject
                          to an offset that is inconsistent
                          with the terms of the Accommodation
                          Agreements relating to offset in
                          respect of Material OEM Contracts.

In addition, the DIP Agreement requires Cadence to achieve these
milestones:

-- by Oct. 31, 2008, execute a definitive asset purchase
    agreement with a qualified buyer,

-- by Dec. 15, 2008, close the sale, and

-- with respect to Cadence's facilities:

    Facility               Milestone Timeline
    --------               ------------------
    Malyn Facility         Sale or wind down of facility,
    Malyn Rd.              4 months from Petition Date
    in Fraser, Michigan

    Groesbeck Facility     Sale or wind down of facility,
    Groesbeck Rd.          4 months from Petition Date
    in Clinton Township,
    Michigan

    Masonic Facility       Sale or wind down of facility,
    Masonic Rd., in        6 months from Petition Date
    Fraser, Michigan

    Hartford Facility      Sale or consolidation, 6 months from
    W. McDonald Street,    Petition Date
    Hartford City,
    Indiana

    Hillsdale Facility     Sale or wind down of facility, 6
    Superior St.,          months from Petition Date
    in Hillsdale,
    Michigan

    Chesterfield Facility  Sale, 9 months from Petition Date
    Mile Rd.,
    in Chesterfield,
    Michigan

    Corporate H.Q.         Wind down of facility, 6 months from
    14 Mile Rd.            Petition Date
    Troy, Michigan

The Court will convene a hearing to consider final approval of
the proposed DIP financing on Sept. 18, 2008.  Parties-in-
interest have until Sept. 11, 2008, to file their objections.

             Court Approves Accommodation Agreements

As an important aspect of the DIP financing, the Court approved,
on a final basis, the Debtors' Accommodation Agreements with
General Motors Corporation and Chrysler Motors LLC.  

The Accommodation Agreements allow General Motor and Chrysler to
pay Cadence about $1,000,000 and $1,800,000 on account of certain
commercial claims.  The agreements also provide that future sales
to General Motor and Chrysler will be paid on a "net immediate"
basis for the term of the agreements.

As an inducement to the lenders under the DIP Credit Agreement to
provide Cadence with additional liquidity, General Motor and
Chrysler agreed to provide "liquidity enhancements" to the
lenders with respect to their collateral.  The liquidity
enhancements include:

  (i) a limitation of certain set-off rights to 5% of the face
      amount of Cadence's postpetition receivables;

(ii) an agreement, upon the occurrence of certain enumerated
      events, to repurchase inventory acquired by Cadence to
      produce supplies for General Motor and Chrysler at 100%
      of cost for raw materials and at the applicable purchase
      order price for finished goods; and

(iii) an agreement to fund a last out participation in the DIP
      loans to enable Cadence to fund certain tooling and
      equipment required to produce parts for General Motor
      and Chrysler, or other operating expenses.

In return for the liquidity enhancements, the lenders are
required to immediately eliminate the $6,000,000 block under the
Debtors' loan facility.  They are also required to increase the
advance rate against the Debtors' inventory to about 70% for
General Motor and Chrysler's inventory and to 90% for their
accounts receivable.  The lenders may increase the amount of the
block by an additional $2,500,000 for the carve-out.

Meanwhile, the Court only gave preliminary approval of certain
provisions of the Accommodation Agreements concerning the
Debtors' obligations to pursue a sale of their business and
assets, and back-up plans to ensure that GM and Chrysler would
have remedies in the event of the Debtors' default.

"The Accommodation Agreements are chiefly intended to facilitate
the lenders' providing additional liquidity to the Debtors and
otherwise stabilizing the Debtors' operations by providing General
Motors and Chrysler comfort that the Debtors will have sufficient
liquidity with which to continue their manufacturing operations
and thereby preserve their going concern value," Mr. Pernick said.

According to Mr. Pernick, if the Bankruptcy Court does not enter a
final order approving these agreements, General Motors and
Chrysler would not make financial accommodations available while
the lenders will not make any advances to the Debtors under the
DIP Credit Facility.

The Debtors have submitted two confidential documents in
connection with their request for approval of their DIP Credit
Facility.

                     About Cadence Innovation

Headquartered in Troy, Michigan, Cadence Innovation LLC --
http://www.cadenceinnovation.com/-- manufactures and sells auto  
parts to its customers GM and Chrysler.  The company has at least
4,200 employees in the United States and Europe, including Hungary
and Czech Republic.  

Cadence Innovation LLC and its subsidiary, New Venture Real Estate
Holdings LLC, filed voluntary petitions under Chapter 11 of the
United States Bankruptcy Code in the United States
Bankruptcy Court for the District of Delaware.


CADENCE INNOVATION: Can Use Lenders' Cash Collateral
----------------------------------------------------
Cadence Innovation LLC, and its affiliate, New Venture Real Estate
Holdings LLC, obtained preliminary approval from the U.S.
Bankruptcy Court for the District of Delaware to use the cash
collateral securing obligations to their prepetition lenders.

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

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

In return for using the cash collateral, the Debtors will grant
their Existing Lenders (i) replacement liens on the collateral,
subject and junior to the postpetition liens, permitted liens and
the carve-out and (ii) allowed administrative priority claims with
priority over all administrative expenses.  The Debtors are also
required to deliver to the DIP lenders all cash collateral
regardless of the source.

The Court will convene a hearing to consider final approval of
the Debtors' use of the cash collateral on Sept. 18, 2008.  
Parties-in-interest have until Sept. 11, 2008 to file their
objections.

                     About Cadence Innovation

Headquartered in Troy, Michigan, Cadence Innovation LLC --
http://www.cadenceinnovation.com/-- manufactures and sells auto  
parts to its customers GM and Chrysler.  The company has at least
4,200 employees in the United States and Europe, including Hungary
and Czech Republic.  

Cadence Innovation LLC and its subsidiary, New Venture Real Estate
Holdings LLC, filed voluntary petitions under Chapter 11 of the
United States Bankruptcy Code in the United States
Bankruptcy Court for the District of Delaware.


CADENCE INNOVATION: Court OKs $1MM Pre-Bankruptcy Claim Payment
---------------------------------------------------------------
Cadence Innovation LLC, and its affiliate, New Venture Real Estate
Holdings LLC, obtained the Court's approval to pay as much as
$1,000,000 to the pre-bankruptcy claims of critical suppliers.

The Debtors did not identify the critical suppliers but said that
they intend to make the payment (i) only in cases where
nonpayment of the claims would result in the cessation of their
suppliers' delivery of products and services and eventually in
the shutdown of their operations, or (ii) where there is no
reasonable alternative source for products or services provided
by the vendor.

Proposed counsel for the Debtors, Norman Pernick, Esq., at Cole,
Schotz, Meisel, Forman & Leonard P.A., in Wilmington, Delaware,
said the payment would result in the reduction of the suppliers'
secured claims against the Debtors.

"Some of the suppliers may be entitled to assert liens or other
possessory rights against the Debtors' property," Mr. Pernick
said.  "To the extent these suppliers may have such possessory
rights, paying their claims would result in the reduction of
secured claims against the Debtors rather than the payment of
unsecured claims."

The Debtors will not make any payment unless the suppliers commit
themselves to continue providing goods and services.

In connection with the payment, the Court directed the banks to
honor and pay all checks or fund transfer requests made by the
Debtors before or after their bankruptcy filing.  The banks were
also authorized to rely on the Debtors' designation of any check
or fund transfer.

                     About Cadence Innovation

Headquartered in Troy, Michigan, Cadence Innovation LLC --
http://www.cadenceinnovation.com/-- manufactures and sells auto  
parts to its customers GM and Chrysler.  The company has at least
4,200 employees in the United States and Europe, including Hungary
and Czech Republic.  

Cadence Innovation LLC and its subsidiary, New Venture Real Estate
Holdings LLC, filed voluntary petitions under Chapter 11 of the
United States Bankruptcy Code in the United States
Bankruptcy Court for the District of Delaware.


CADENCE INNOVATION: Sec. 341 Creditors Meeting Set for September 8
------------------------------------------------------------------
Roberta A. DeAngelis, Acting United States Trustee for Region 3,
will convene a meeting of creditors of Cadence Innovation, LLC,
and New Venture Real Estate Holdings, LLC, on Sept. 8, 2008, at
11:00 a.m., at The DoubleTree Hotel 700 King Street, in
Wilmington, Delaware.

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

Attendance by the Debtor's creditors at the meeting is welcome,
but not required.  The Sec. 341(a) meeting offers the creditors a
one-time opportunity to examine the Debtors' representative under
oath about the Debtors' financial affairs and operations that
would be of interest to the general body of creditors.

                     About Cadence Innovation

Headquartered in Troy, Michigan, Cadence Innovation LLC --
http://www.cadenceinnovation.com/-- manufactures and sells auto  
parts to its customers GM and Chrysler.  The company has at least
4,200 employees in the United States and Europe, including Hungary
and Czech Republic.  

Cadence Innovation LLC and its subsidiary, New Venture Real Estate
Holdings LLC, filed voluntary petitions under Chapter 11 of the
United States Bankruptcy Code in the United States
Bankruptcy Court for the District of Delaware.


CAPMARK VI: Fitch Cuts 'A' Rating on $350Mil. Class Notes to 'CCC'
------------------------------------------------------------------
Fitch downgrades and removes from Rating Watch Negative five
classes of notes issued by Capmark VI Ltd. and Capmark VI Delaware
Corp. (Capmark VI).  These rating actions are effective
immediately:

-- $350,038,480 revolver class to 'CCC' from 'A-' ;
-- $25,000,000 class A-1 to 'CC' from 'BBB+;
-- $52,000,000 class A-2 to 'CC' from 'BBB-';
-- $20,293,646 class B to 'C' from 'BB+';
-- $12,254,491 class C to 'C' from 'BB-'.

Fitch's rating actions reflect the credit deterioration within the
portfolio, specifically in subprime residential mortgage backed
securities (RMBS).

Capmark VI is a hybrid collateralized debt obligation (CDO) that
closed on July 24, 2006 and is managed by Capmark Investments LP
(Capmark), which has a structured finance CDO asset manager rating
of 'CAM1-' by Fitch.  Presently, the portfolio is comprised of
65.8% subprime RMBS (52.7% is from the 2005-2007 vintages), 15.7%
commercial real estate loans, 7.2% CDOs, 5.4% commercial mortgage
backed securities, 3.1% real estate investment trust debt, 1.6%
Alternative-A RMBS from the 2006 vintage, and 1.2% asset backed
securities.  Capmark VI will end its reinvestment period in July
2011.

Since Fitch's last review in November 2007, approximately 48.7% of
the portfolio has been downgraded and 4.5% of the portfolio is
currently on Rating Watch Negative; 59.4% of the portfolio is now
rated below investment grade, with 36.7% of the portfolio rated
'CCC+' or below.  The negative credit migration experienced since
the last review has resulted in the weighted average rating factor
deteriorating to 'BB-' as of the Aug. 5, 2008 trustee report from
'BBB-/BB+' at Fitch's last review, breaching its covenant of
'BB+/BB'.

The collateral deterioration has caused each of the
overcollateralization (OC) ratios to fall below their triggers.  
As of the trustee report dated Aug. 5, 2008, the class A OC ratio
was 89.3%, the class B OC ratio was 85.3%, and the class C OC
ratio was 83.0%, falling below their triggers of 106.0%, 104.5%,
and 103.5%, respectively.  On Aug. 6, 2008, Fitch received notice
that the class A OC ratio fell below 100%, which caused an Event
of Default (EOD) to occur.  To date, Fitch has not received any
notices of remedies for the EOD. As a result of the A OC test
failure, interest proceeds remaining after paying class A-2
interest are being diverted to redeem the revolving class notes.  
Additionally, payment of interest on the class B and C notes has
been made in kind by writing up the principal balance of the
classes by the amount of interest owed.  Fitch does not expect the
class B and C notes to receive any interest or principal payments
going forward.  The downgrades to the rated notes reflect Fitch's
updated view of the default risk associated with each of the
notes.

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

Fitch is reviewing its SF CDO approach and will comment separately
on any changes and potential rating impact at a later date.  Fitch
will continue to monitor and review this transaction for future
rating adjustments.


CHRYSLER LLC: To Explore Strategic Options for Dodge Viper Biz
--------------------------------------------------------------
Chrysler LLC planning to explore strategic options for the Dodge
Viper business.  This strategic review comes as the company
focuses on enhancing its core business and leveraging its assets.

"We have been approached by third parties who are interested in
exploring future possibilities for Viper," said Bob Nardelli,
Chairman and Chief Executive Officer – Chrysler LLC.  "As the
company evaluates strategic options to maximize core operations
and leverage its assets, we have agreed to listen to these
parties.  We will do so keeping in mind the best interests of
those who have shown tremendous support for the vehicle --
including employees, suppliers, dealers and a worldwide group of
loyal Viper owners and enthusiasts.  Viper is an integral part of
this company's heritage.  While this is a strategic review, our
intent would be to offer strong operational and financial support
during any potential transaction, in order to ensure a future for
the Viper business and perpetuate the legacy of this great
vehicle."

This review -- unique to the Viper specialty vehicle -- comes as
the company strengthens the Dodge brand's core portfolio with four
all-new Dodge-branded offerings introduced for 2009 -- Dodge
Journey, Dodge Challenger, Dodge Durango Hybrid and Dodge Ram --
and prepares to bring even more exciting vehicles to its customers
in the near future.

The Viper is hand-built in a low-volume, modular process at the
Conner Avenue Assembly Plant in Detroit, which operates largely
independent of Chrysler's other production facilities.  The
vehicle was introduced as a concept vehicle at the 1989 Detroit
auto show.  It was first available as a production vehicle in the
1992 model year.

With the announcement, the company emphasizes that it has not set
a definitive timetable for completion of the review of its
strategic options, no final decision has been made with regard to
the Viper business, and there can be no assurance that any
transaction will take place as a result of this process.  Chrysler
has retained Lazard as its financial advisor in connection with
this review.

                   About Chrysler LLC

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

                          *     *     *

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

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


CMT AMERICA: Committee Taps Stevens & Lee as Co-Counsel
-------------------------------------------------------
The Official Committee of Unsecured Creditors of CMT America Corp.
asks the United States Bankruptcy Court for the District of
Delaware for permission to employ Stevens & Lee, P.C., as its co-
counsel.

The firm will:

   a) advise the Committee and represent it with respect to
      proposals and pleadings submitted by the Debtor or others to
      the Court;

   b) represent the Committee with respect to any plans of
      reorganization or disposition of assets proposed in this
      case;

   c) attend hearings, draft and review pleadings and generally
      advocating positions which further the interests of the
      creditors represented by the Committee;

   d) assist in the examination of the Debtor's affairs and a
      review of its operations;

   e) advise the Committee as to the progress of the Chapter 11
      case; and

   f) perform other professional services in the best interest
of          
      those represented by the Committee, including without
      limitation those delineated in Section 1103(c) of the
      Bankruptcy Code.

The firm's professionals and their compensation rates are:

      Professional                 Designation    Hourly Rate
      ------------                 -----------    -----------
      Joseph H. Huston, Jr., Esq.  shareholder       $490
      Joseph Grey, Esq.            shareholder       $430
      
      Paralegals                                   $105-$175

Joseph H. Huston, Jr., Esq., a shareholder of the firm, assures
the Court that the firm does not hold any interest adverse to the
Debtor's estate and it creditors, and is a "disinterested person"
as defined in Section 101(14) of the Bankruptcy Code.

Mr. Huston can be reached at:

      Joseph H. Huston, Jr., Esq.
      Stevens & Lee, P.C.
      1105 North Market Street, 7th Floor
      Wilmington, Delaware 19801
      http://www.stevenslee.com/

Headquartered in Farmington, Connecticut, CMT America Corp., aka
Fairvane Corp., is a 70-store women's clothing retailer.  The
company filed for chapter 11 protection on July 13, 2008 (Bankr.
D. Del. Case No.08-11434).  Edmon L. Morton, Esq., at Young
Conaway Stargatt & Taylor, LLP, represents the Debtor in its
restructuring efforts.  The Debtor selected Administar Services
Group LL as its claims agent.  The U.S. Trustee for Region 2 has
appointed five creditors to serve on Official Committee of
Unsecured Creditors.  The Debtor's summary of schedules posted
total assets of $9,651,473 and total debts of $20,352,990.


COBALT COMMERCIAL: Fitch Confirms Low-Rating on Six Class Certs.
----------------------------------------------------------------
Fitch affirms Cobalt CMBS Commercial Mortgage Trust 2007-C3
commercial mortgage pass-through certificates:

-- $ 12.2 million class A-1 at 'AAA';
-- $ 107.7 million class A-2 at 'AAA';
-- $ 93.9 million class A-3 at 'AAA';
-- $ 45.5 million class A-PB at 'AAA';
-- $ 783.0 million class A-4 at 'AAA';
-- $ 367.6 million class A-1A at 'AAA';
-- $ 201.7 million class A-M at 'AAA';
-- $ 153.8 million class A-J at 'AAA';
-- Interest only class IO at 'AAA';
-- $ 40.3 million class B at 'AA';
-- $ 20.2 million class C at 'AA-';
-- $ 25.2 million class D at 'A';
-- $ 20.2 million class E at 'A-';
-- $ 25.2 million class F at 'BBB+'
-- $ 22.7 million class G at 'BBB';
-- $ 25.2 million class H at 'BBB-';
-- $ 7.6 million class J at 'BB+';
-- $ 5.0 million class K at 'BB';
-- $ 10.1 million class L at 'BB-';
-- $ 5.0 million class M at 'B+';
-- $ 2.5 million class N at 'B';
-- $ 5.0 million class O at 'B-'.

Fitch does not rate class P.

The affirmations are the result of stable performance and limited
pay down since issuance. As of the August 2008 distribution date,
the transaction has paid down 0.1% to $2.015 billion.  The
collateral consists of 124 loans on multifamily and commercial
real estate properties in 35 states. There have been no delinquent
or specially serviced loans since issuance.

There are two Fitch shadow rated loans in the transaction. The
largest shadow rated loan is the Tradewinds Hospitality Portfolio
(2.5%) which is collateralized by a portfolio of three hotel
properties (796 rooms) located in St. Petersburg, FL.  The second
shadow rated loan, the Dalhmann Campus Inn (0.1%), is secured by a
74-room limited-service hotel property in Madison, WI.  Due to
their stable performance, the loans maintain investment grade
shadow ratings.

The largest loan (7.2%) is secured by a 354,594 square foot (sf)
office property located in Boston, MA. At issuance, this property
was 100% occupied.

Fitch has identified seven loans (3.7%) as Fitch Loans of Concern.
These include loans with debt service coverage ratios (DSCR) below
1.0 times (x) and loans with occupancy or other performance
issues.  Fitch will continue to monitor these loans.

Loan maturities are concentrated in the year 2012 and 2017, when
10.8% and 84.4% of the pool, respectively, are scheduled to
mature.


CONNECTOR 2000: S&P Cuts Ratings to 'CC'; Sees Default In 2010
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered to 'CC' from 'CCC' the
ratings on Connector 2000 Association Inc. of Greenville, S.C. The
outlook is negative.

"The downgrade and negative outlook reflect our view that, absent
a debt restructuring, payment default is expected to occur on the
Jan. 1, 2010, payment date," said Standard & Poor's credit analyst
Laura Macdonald.

The association has outstanding $64.3 million of series 1998A
senior current interest toll road revenue bonds and $153.3 million
of series 1998B senior capital appreciation toll road revenue
bonds outstanding. Standard & Poor's does not rate the $85.5
million of series 1998C subordinate capital appreciation toll road
revenue bonds that also financed the project.

The lowered ratings reflect the continued failure of traffic and
revenues to reach projected levels and the tapping of the reserve
account for debt service payments since fiscal 2003. Toll rates
rose on Jan. 3, 2005, resulting in an increase in toll revenues of
24.5% from the prior fiscal year and a further increase of 9% in
2006. Toll revenues rose 7% in 2007, but were 1.8% lower than last
year for the six months ended June 30, 2008, due to the weakening
economy.

There is continued uncertainty regarding the project's long-term
ability to pay timely principal and interest under the current
back-ended amortization schedule. Current estimates provided by
the association assume that the senior debt service reserve fund
will be exhausted in 2009, absent a restructuring, and a payment
default could occur in 2010.

Opened in March 2001, the Southern Connector is a 16-mile, four-
lane start-up toll road extending from the intersection of I-
85/185 to the intersection of I-385 in Greenville. The toll road
provides the major east-west traffic flow in the southern part of
Greenville. The association is a nonprofit corporation that was
formed in 1996 to construct and operate the Southern Connector.


COUNTRYWIDE FINANCIAL: Pact With Ch. 13 Trustee Shunned by Court
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Pennsylvania
rejected a deal between Countrywide Financial Corp. and a Chapter
13 Trustee in Pittsburgh, Bankruptcy Law 360 reports.

As reported in the Troubled Company Reporter on Aug. 12, 2008, the
U.S. Justice Department believes Countrywide's settlement
agreement with Ronda Winnecour, a court official who monitors
consumer bankruptcies, "may impede, impair or otherwise
chill witness testimony in the U.S. Trustee's ongoing
investigation of Countrywide."

Under the settlement, certain nondisparagement clauses:

   -- bind Ms. Winnecour to a promise not to "in any manner,
      whether directly or indirectly, disparage" Countrywide; and

   -- require Ms. Winnecour to ensure that her employees do not
      criticize Countrywide.

Ms. Winnecour took on Countrywide in nearly 300 Pittsburgh
consumer-bankruptcy cases, accusing the company of mishandling
payments her office sent to satisfy mortgage debt.  No complaint
was filed but Ms. Winnecour began with motions for sanctions
against Countrywide in a series of individual cases, which were
then consolidated into a single "miscellaneous proceeding".

Ms. Winnecour takes in payments from consumers trying to save
their homes in bankruptcy and forwards the money to mortgage
companies.  She has alleged that:

   1. Countrywide lost, destroyed or misplaced $515,000 in
      checks; and

   2. after losing or destroying checks, Countrywide may have
      added improper charges to the mortgage debt owed by
      consumers in hundreds of cases.

In answer to widespread criticism of its practices, Countrywide
admitted to some errors but said its systems are essentially
sound.

Bank of America Corp., the new parent company of Countrywide, said
nondisparagement clauses are standard in settlement agreements.  
Pursuant to that particular settlement, Ms. Winnecour agreed to
settle with the mortgage company for $325,000.

In a letter to the Court, the Justice Department said the deal
poses a threat to its continued attempt to rein in Countrywide's
allegedly abusive tactics with consumers and with the courts.

Ms. Winnecour said she, personally, would see none of the
settlement money, and that it will cover expenses her office
incurred dealing with the Countrywide litigation.

Countrywide is also the subject of an investigation by the Federal
Bureau of Investigation as part of the agency's probe into the
financial-services industry in the wake of the mortgage meltdown.

                      About Bank of America

Based in Charlotte, North Carolina, Bank of America Corp.
(NYSE:BAC) -- http://www.bankofamerica.com-- is a bank holding        
company.  Bank of America provides banking and non-banking
financial services and products through three business segments:
global consumer and small business banking, global corporate and
investment banking, and global wealth and investment management.   
In December 2006, the company sold its retail and commercial
business in Hong Kong and Macau to China Construction Bank.  In
October 2006, BentleyForbes, a commercial real estate investment
and operations company, acquired Bank of America plaza in Atlanta
from CSC Associates, a partnership of Cousins Properties
Incorporated and the company.  In June 2007, the company acquired
the reverse mortgage business of Seattle Mortgage Company, an
indirect subsidiary of Seattle Financial Group Inc.  In October
2007, ABN AMRO Holding N.V. completed the sale of its United
States subsidiary, LaSalle Bank Corporation, to Bank of America.

                   About Countrywide Financial

Based in Calabasas, California, Countrywide Financial Corporation
(NYSE: CFC) -- http://www.countrywide.com/-- is a
diversified financial services provider and a member of the S&P
500, Forbes 2000 and Fortune 500.  Through its family of
companies, Countrywide originates, purchases, securitizes, sells,
and services residential and commercial loans; provides loan
closing services such as credit reports, appraisals and flood
determinations; offers banking services which include depository
and home loan products; conducts fixed income securities
underwriting and trading activities; provides property, life and
casualty insurance; and manages a captive mortgage reinsurance
company.

As reported by the Troubled Company Reporter, Bank of America
closed its purchase of Countrywide for $2.5 billion on July 1,
2008.  The mortgage lender was originally priced at $4 billion,
but the purchase price eventually was whittled down to $2.5
billion based on BofA's stock prices that fell over 40% since the
time it agreed to buy the ailing lender.

As part of the purchase, BofA will also slash around 7,500 jobs.  
As reported in the Troubled Company Reporter on June 27, 2008, the
reductions will take place throughout the country within the next
two years, and will begin notifying affected associates in the
third quarter.  Most of the reductions will occur in instances
where the two companies have significant overlap in staff support.  
BofA will continue to monitor market conditions and make
adjustments as appropriate.

According to Reuters, BofA will modify around $40 billion of its
inherited troubled loans over the next two years to save
distressed homeowners.  The acquisition will also result in cost
savings.  Reuters notes that BofA stopped originating sub-prime
mortgages in 2001 and said it will not do so again.


COUNTRYWIDE FINANCIAL: Faces Fraud Raps from Indiana AG
-------------------------------------------------------
Bankruptcy Law360 reports that Indiana Attorney General Steve
Carter filed a lawsuit in Steuben County Circuit Court against
Countrywide Financial Corp. and its mortgage unit, Countrywide
Home Loans Inc., for allegedly misleading homeowners into buying
risky mortgages they could not afford.

Mr. Carter said in his complaint that Countrywide Financial
deceived borrowers about loan terms, including prepayment
penalties on adjustable-rate mortgages that let borrowers pay less
than the principal due, Jonathan Stempel at Reuters relates.   
According to the complaint, Countrywide Financial inflated
borrower incomes so that it could offer more loans.

Reuters notes that the state of Indiana is asking the Court that
Countrywide Financial:

          -- compensate the borrowers,

          -- cancel prepayment penalties and portions of
loans              
             caused by deceptive practices, and

          -- be fined up to $15,500 for evey violation.

Indiana is the sixth state to file a lawsuit against Countrywide
Financial over its business practices, along with California,
Connecticut, Florida, Illinois, and West Virginia, Reuters
relates.  The report adds that the Washington state threatened to
cancel Countrywide Financial's lending license.

According to a U.S. SEC filing by Countrywide Financial, the
Federal Trade Commission is also investigating the firm's loan-
servicing activities.  The filing states that the FTC has asked
the firm for documents in connection with its lending practices.

                   About Countrywide Financial

Based in Calabasas, California, Countrywide Financial Corporation
(NYSE: CFC) -- http://www.countrywide.com/-- is a
diversified financial services provider and a member of the S&P
500, Forbes 2000 and Fortune 500.  Through its family of
companies, Countrywide originates, purchases, securitizes, sells,
and services residential and commercial loans; provides loan
closing services such as credit reports, appraisals and flood
determinations; offers banking services which include depository
and home loan products; conducts fixed income securities
underwriting and trading activities; provides property, life and
casualty insurance; and manages a captive mortgage reinsurance
company.

As reported by the Troubled Company Reporter, Bank of America
closed its purchase of Countrywide for $2.5 billion on July 1,
2008.  The mortgage lender was originally priced at $4 billion,
but the purchase price eventually was whittled down to $2.5
billion based on BofA's stock prices that fell over 40 percent
since the time it agreed to buy the ailing lender.

As part of the purchase, BofA will also slash around 7,500 jobs.  
As reported in the Troubled Company Reporter on June 27, 2008, the
reductions will take place throughout the country within the next
two years, and will begin notifying affected associates in the
third quarter.  Most of the reductions will occur in instances
where the two companies have significant overlap in staff support.  
BofA will continue to monitor market conditions and make
adjustments as appropriate.

According to Reuters, BofA will modify around $40 billion of its
inherited troubled loans over the next two years to save
distressed homeowners.  The acquisition will also result in cost
savings.  Reuters notes that BofA stopped originating sub-prime
mortgages in 2001 and said it will not do so again.


CUSTOM CONTRACTORS: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Custom Contractors and Associates, Inc.
        432 South Belair Rd.
        Martinez, GA 30907

Bankruptcy Case No.: 08-11806

Chapter 11 Petition Date: August 28, 2008

Court: Southern District of Georgia (Augusta)

Judge: Susan D. Barrett

Debtor's Counsel: James T. Wilson, Jr., Esq.
                  945 Broad St., Ste. 420
                  P.O. Box 2112
                  Augusta, GA 30903
                  Tel: (706) 722-4933
                  Fax: (706) 722-0472
                  Email: wilsonf2@bellsouth.net

Estimated Assets: $10,000,000 to $50,000,000

Estimated Debts: $10,000,000 to $50,000,000

Debtor's 20 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Wachovia Bank                  value of security:    $40,600
                               $2,806,165

Republic Bank of Georgia       value of security:    $451,120
1400 Northbrook Pkwy.          $1,400,000
Suwanee, GA 30024

Security Federal               value of security:    $230,215
P.O. Box 810                   $700,000
Aiken, SC 29802

Hardy Plumbing                                       $50,052

Atlantic Supply                                      $47,386

Maner Buildes Supply Co.                             $38,528

United Rentals                                       $31,784

La Farge                                             $30,855

Augusta Ready Mix                                    $25,450

Columbia County Tax                                  $24,999
Commissioner

Prosource                                            $22,537

Southern Builders Supply                             $17,101
Co.

Sears                                                $16,156

Dirt Works                                           $15,980

Sherwin Williams                                     $13,893

Hope Lumber                                          $13,564


DAVID CHANEY: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: David D. Chaney
        aka David Van Chaney
        2450 Valentine Street
        Los Angeles, CA 90026

Bankruptcy Case No.: 08-23819

Chapter 11 Petition Date: Aug. 28, 2008

Court: Central District of California (Los Angeles)

Judge: Victoria S. Kaufman

Debtor's Counsel: David B. Golubchik, Esq.
                  (dbg@lnbrb.com)
                  Levene Neale Bender Rankin & Brill LLP
                  10250 Constellation Blvd Ste 1700
                  Los Angeles, CA 90067
                  Tel: (310) 229-1234

Estimated Assets: $1 million to $10 million

Estimated Debts: $1 million to $10 million

A copy of the Debtor's petition that includes a list of its
largest unsecured creditors is available for free at:

            http://bankrupt.com/misc/CAcb08-23819.pdf


DELPHI CORP: Court OKs Add'l $4MM Defense Costs for Ex-Officers
---------------------------------------------------------------
On Aug. 31, 2007, Delphi Corp., Delphi Trust I, Delphi Trust
II, certain former Delphi officers and employees, and certain of
the Debtors' insurance companies entered into a Stipulation and
Agreement of Insurance Settlement, which provided for the creation
of a fund for the defense costs of the former Delphi officers and
employees, administered by Delphi former Officers and employees
as escrow agent.

Pursuant to the Court-approved stipulation, the escrow agent was
authorized to disburse up to $1,000,000 to the Former Delphi
Officers and Employees to be used solely for defense costs in
connection with the lawsuit In re: Delphi Corporation Securities,
Derivative and "ERISA" Litigation, 05-md-1725 (E.D. Mich.).

Still, several of the former officers and employees continue to
incur defense costs that require reimbursement.

In this regard, the parties again stipulated that the Escrow Agent
be authorized to disburse up to $5,000,000, inclusive of the sums
already disbursed, to the Delphi former officers and employees to
be used solely for defense costs.

The Hon. Robert Drain of the U.S. Bankruptcy Court for the
Southern District of New York approved the stipulation.

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

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

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

(Delphi Bankruptcy News, Issue No. 142; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000)   


DELPHI CORP: Court Okays $16.5MM Settlement With Furukawa
---------------------------------------------------------
Bankruptcy Law360 reports that the Hon. Robert Drain of the U.S.
Bankruptcy Court for the Southern District of New York approved
Delphi Corporation's $16.5 million settlement with Furukawa
Electric Co. Ltd.

The settlement resolves a dispute between Delphi and Furukawa
Electric over a sales contract for torque and position sensors,
Bankruptcy Law360 relates.

As reported in the Troubled Company Reporter-Asia on May 22, 2007,
Furukawa Electric previously manufactured a power steering sensor,
called the Epsilon sensor for Delphi.  In April 2004, Delphi
terminated the Epsilon Sensor contracts, alleging that Furukawa
breached certain product warranties.  In October 2004, Delphi
filed a lawsuit against Furukawa in the U.S. Circuit Court for the
County of Saginaw, Michigan, asserting, among others, Epsilon
Sensor-related claims and US$25,000,000 in damages.

                    About Delphi Corporation

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

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

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


DELTA FINANCIAL: Court Extends Exclusive Periods to Sept. 15
------------------------------------------------------------
The United States Bankruptcy Court for the District of Delaware
extended the exclusive period of Delta Financial Corp. and its
debtor-affiliates to file a plan of reorganization or liquidation
through September 15, 2008; and exclusive period for soliciting
plan acceptances through November 17, 2008.

AG Delta Holdings, LLC, tried to block the extension.  Christopher
P. Simon, Esq., at Cross & Simon, LLC, in Wilmington, Delaware,
argued that the Debtors' cases are neither large nor particularly
complex.  He said claimants have filed only 407 claims totaling
$500,000,000 and the Debtors need to engage with only a limited
number of stakeholders to negotiate a plan of reorganization.

Mr. Simon also asserted that the Debtors are not operating or
seeking to reorganize their businesses.  Rather, he says, the
Debtors are conducting a simple-staged liquidation.

The Debtors have not made significant progress towards a plan of
reorganization, Mr. Simon further argued.  He said the Debtors
and the Creditors Committee have not developed the parameters of
an inter-company settlement.  There is no evidence that the
Debtors will successfully formulate a plan of reorganization, he
adds.

The Debtors asked the Court to overrule the objection because
their cases are complex and they have been diligent in
administering their Chapter 11 Cases and preparing a joint Chapter
11 plan.

David B. Stratton, Esq., at Pepper Hamilton LLP, in Wilmington,
Delaware, maintained that extending their exclusive periods to
file a plan and solicit acceptances of that plan will not harm
the creditors because it will permit the Debtors to finalize a
joint plan of liquidation with the Official Committee of
Unsecured Creditors.

Mr. Stratton related that the Debtors are specialty consumer
finance companies that historically originated, securitized and
sold mortgage loans and operated in 35 states, maintained over 10
office locations and employed over 1,300 people nationwide.  
Since 1991, the Debtors completed 53 asset-backed securitizations
collateralized by approximately $20,700,000,000 in mortgage
loans.  Moreover, he says, loan originations for the nine months
ended September 30, 2007 comprised approximately $1,800,000,000  
and $1,600,000,000 of retail loans.

In only three and a half months, the Debtors shut down every one
of their 10+ office locations, including their Woodbury
headquarters, and reduced their workforce to a handful of
employees, Mr. Stratton further related.

According to Mr. Stratton, the Debtors are evaluating claims
amounting to $520,000,000 related to an array of purported
liabilities, including defaults under repurchase agreements,
violation of federal employment laws, insurance and medical
benefits, complex commercial litigation, trade claims, and lease
rejection damages.

In the first few months of these cases, the Debtors focused their
efforts on winding down their businesses, rejecting leases and
executory contracts, minimizing claims against the estates, and
marketing and selling their assets, Mr. Stratton told the Court.  
The efforts proved extraordinarily successful, he said.

Moreover, Mr. Stratton added, the Debtors and the Committee
continue to engage creditors in discussions to resolve and reduce
the amounts of the remaining claims.  In the coming weeks, the
Debtors and the Committee intend to continue refining the
universe of filed claims and developing a better estimate of the
claims that will ultimately be deemed allowed, he told the Court.

The Debtors and the Committee recently agreed upon the parameters
of an inter-company settlement that will be beneficial to the
interests of the Debtors' creditors and the Debtors' estates,
thus resolving a significant issue between the Debtors and the
Committee, Mr. Stratton said.

Mr. Stratton said the Debtors will shortly be asking the Court to
approve a settlement procedure that will to streamline the
Debtors' claim reconciliation efforts and minimize the estates'
administrative costs.

                     Committee Backs Debtors

The Official Committee of Unsecured Creditors supported the the
Debtors' request.

Richard S. Cobb, Esq., at Landis Rath & Cobb LLP, in Wilmington,
Delaware, told the Court that the Debtors and the Committee set
the requested extension period until September 19, 2008, to have
the exclusive right to file a plan of liquidation to give them
sufficient time to finalize and file a consensual plan.

Mr. Cobb related that the Debtors and the Committee have been
working closely together over the past several weeks to formulate
and propose a consensual plan of liquidation.  He noted that
while the Debtors' cases liquidating cases and the Committee
anticipates that the plan will be relatively straight-forward,
the parties need to investigate and analyze a number of critical
factual issues before the Committee can endorse a consensual
plan.

The issues include (i) whether the estates are appropriate
candidates for substantive consolidation, (ii) which Debtors'
estates own which assets and whether any other estates have a
legitimate claim to ownership of all or a portion of the assets,
(iii) whether intercompany claims should be treated either as
debt, capital contributions or return of capital contributions,
and (iv) how to address, in the most cost-efficient and equitable
manner possible, the significant unliquidated claims filed by
securitization trustees and whole loan purchasers asserting early
payment defaults and breach of representation and warranty
claims.

The Committee believes that it would be inefficient and
potentially costly to the estates to allow at this stage any
party to file a plan because the parties do not have the benefit
of the investigation and analysis conducted by the Debtors' and
the Committee professionals.  The more preferable course is to
allow the Debtors and the Committee additional time to complete
the process of formulating a plan and then seeking its approval
by creditors, Mr. Cobb told the Court.

The Court will consider AG Delta's objection and the responses of
the Debtors and the Committee at a later date.

Founded in 1982, Delta Financial Corporation (NASDAQ: DFC) --
http://www.deltafinancial.com/-- is a Woodbury, New York-based
specialty consumer finance company that originates, securitizes
and sells non-conforming mortgage loans.

The company filed a chapter 11 petition on December 17, 2007
(Bankr. D. Del. Lead Case No. 07-11880).  On the same day, three
affiliates filed separate chapter 11 petitions -- Delta Funding
Corp., Renaissance Mortgage Acceptance Corp., and Renaissance
R.E.I.T. Investment Corp. -- (Bankr. D. Del. Case Nos. 07-11881 to
07-11883).

The Debtors selected Morrison & Foerster LLP as their general
bankruptcy counsel and David B. Stratton, Esq. and James C.
Carignan, Esq. at Pepper Hamilton LLP as their counsel.  The
Debtors hired AlixPartners LLP as their claims agent.  The
Official Committee of Unsecured Creditors retained Landis Rath &
Cobb LLP as its Delaware counsel.

The Debtors' amended consolidated quarterly financial condition as
of Sept. 30, 2007, showed $7,223,528,000 in total assets and
$7,108,232,000 in total liabilities.  The Debtors' petition listed
D.B. Structured Products Inc. as their largest unsecured creditor
holding a $19,500,000 claim.


DELTA FINANCIAL: Dockery's Bid for Fiduciary & Counsel Denied
-------------------------------------------------------------
The United States Bankruptcy Court for the District of Delaware
denied Jasper Dockery's request to reconsider the appointment of a
counsel and fiduciary or in the alternative an attorney that
charges fees depending on his and other creditors' ability to pay.

The Debtors asked the Court to deny Jasper Dockery's motion for
the Court to reconsider appointing a counsel and fiduciary or in
the alternative an attorney that charges fees depending on his
and other creditors' ability to pay.

David B. Stratton, Esq., at Pepper Hamilton LLP, in Wilmington,
Delaware, told the Court the motion to reconsider was filed seven
days after the deadline to do so established by the Bankruptcy
Rules.  He added that Mr. Dockery failed to establish grounds for
reconsideration.  Aside from being nearly incomprehensible in its
allegations, the Motion to Reconsider does not allege any
intervening change in controlling law, newly discovered evidence;
and legal or factual error resulting in obvious injustice, he
noted.

According to Mr. Stratton, the Motion to Reconsider appears to
request various types of miscellaneous and unrelated relief from
the Court, all of which should be denied.  These include relief
from the automatic stay, an order compelling payment of adequate
protection; appointment of a special secured creditors committee;
and appointment of a public interest law firm.

There is no evidence establishing that Mr. Dockery has a valid
claim against the Debtors, much less a secured claim,
Mr. Stratton further noted.

The Official Committee of Unsecured Creditors supported the
Debtors in their objection.

Founded in 1982, Delta Financial Corporation (NASDAQ: DFC) --
http://www.deltafinancial.com/-- is a Woodbury, New York-based
specialty consumer finance company that originates, securitizes
and sells non-conforming mortgage loans.

The company filed a chapter 11 petition on December 17, 2007
(Bankr. D. Del. Lead Case No. 07-11880).  On the same day, three
affiliates filed separate chapter 11 petitions -- Delta Funding
Corp., Renaissance Mortgage Acceptance Corp., and Renaissance
R.E.I.T. Investment Corp. -- (Bankr. D. Del. Case Nos. 07-11881 to
07-11883).

The Debtors selected Morrison & Foerster LLP as their general
bankruptcy counsel and David B. Stratton, Esq. and James C.
Carignan, Esq. at Pepper Hamilton LLP as their counsel.  The
Debtors hired AlixPartners LLP as their claims agent.  The
Official Committee of Unsecured Creditors retained Landis Rath &
Cobb LLP as its Delaware counsel.

The Debtors' amended consolidated quarterly financial condition as
of Sept. 30, 2007, showed $7,223,528,000 in total assets and
$7,108,232,000 in total liabilities.  The Debtors' petition listed
D.B. Structured Products Inc. as their largest unsecured creditor
holding a $19,500,000 claim.


DIANE RODENHOUSE: Case Summary & Largest Unsecured Creditor
-----------------------------------------------------------
Lead Debtor: Diane Rodenhouse Properties, LLC
             3949 Remembrance Road NW
             Grand Rapids, MI 49534
           
Bankruptcy Case No.: 08-076578

Debtor-affiliate filing separate Chapter 11 petition:

           Entity                                     Case No.
           ------                                     --------
   Diane Kay DeVries                                  08-07679
   fka
   Diane k. Rodenhouse
   aka
   Diane K. DeVries-Rodenhouse
   1718 Waukazoo Drive
   Holland, MI 49424

Chapter 11 Petition Date: August 29, 2008

Court: Western District of Michigan (Grand Rapids)

Judge: Scott W. Dales

Debtors' Counsel: Martin L. Rogalski, Esq.
                  Martin L Rogalski PC
                  1881 Georgetown Center
                  Jenison, MI 49428
                  Tel: (616) 457-4410
                  Email: court@mrogalski.com

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

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

A copy of Diane Rodenhouse Properties, LLC's petition is available
for free at:

      http://bankrupt.com/misc/miwb08-07658.pdf  

A copy of Diane Kay DeVries' petition is available for free at:

      http://bankrupt.com/misc/miwb08-07659.pdf


DUKE FUNDING: Fitch Cuts Low-B Rating on $79MM Class Notes to 'C'
-----------------------------------------------------------------
Fitch downgrades and removes from Rating Watch Negative six
classes of notes issued by Duke Funding VIII, Ltd. (Duke VIII).
These rating actions are effective immediately:

-- $630,930,062 class A1S notes to 'BB' from 'A+';
-- $127,600,000 class A1J notes to 'B' from 'A-';
-- $58,000,000 class A2 notes to 'CCC' from 'BBB+';
-- $8,122,800 class A3F notes to 'C' from 'BB-';
-- $79,864,260 class A3V notes to 'C' from 'BB-';
-- $27,548,650 class B notes to 'C' from 'CCC'.

Fitch's rating actions reflect the significant collateral
deterioration within the portfolio, specifically in subprime
residential mortgage-backed securities (RMBS) and Alternative-A
(Alt-A) RMBS.

Duke VIII is a cash flow structured finance (SF) collateralized
debt obligation (CDO) that closed on April 5, 2005 and is managed
by Duke Funding Management, LLC, a wholly owned subsidiary of
Ellington Management Group, LLC.  Presently 56.5% of the portfolio
is comprised of U.S. subprime RMBS, with 30.8% from the 2005
through 2007 vintages, and 28.6% consists of Alt-A RMBS, with
14.2% from the 2005 through 2007 vintages.

Since November 21, 2007, approximately 49.8% of the portfolio has
been downgraded with 9.0% of the portfolio currently on Rating
Watch Negative.  51.6% of the portfolio is now rated below
investment grade, of which 20.6% of the portfolio is rated 'CCC+'
or below.

The collateral deterioration has caused each of the
overcollateralization (OC) ratios to fail their respective
triggers.  According to the trustee report dated June 30, 2008,
the class A2, A3, and B OC ratios are 103.4%, 94.0% and 91.5%,
respectively, relative to their triggers of 109.0%, 103.5% and
102.0%, respectively.  The class B notes have been paying in kind
(PIKing), whereby the principal balance of the notes is written up
by the amount of missed interest, since April 2008, due to the
class A3 OC ratio falling below its trigger.  The class A3F and
A3V notes began PIKing in July 2008 because the class A2 OC ratio
dropped below its trigger.  Based on the projected performance of
the portfolio, Fitch does not expect the class A3F, A3V and B
notes to receive any interest or principal proceeds going forward.

The ratings on the class A1S, A1J, and A2 notes address the timely
receipt of scheduled interest payments and the ultimate receipt of
principal as per the transaction's governing documents.  The
ratings on the class A3F, A3V and B notes address the ultimate
receipt of interest payments and ultimate receipt of principal as
per the transaction's governing documents.

Fitch is reviewing its SF CDO approach and will comment separately
on any changes and potential rating impact at a later date.  Fitch
will continue to monitor and review this transaction for future
rating adjustments.


ENHANCED MORTGAGE: Fitch Cuts Rating on $28MM Class Notes to 'BB'
-----------------------------------------------------------------
Fitch Ratings downgraded three classes of notes issued by Enhanced
Mortgage Backed Securities Fund I, Limited (EMBS I) as follows:

--$42,500,000 class A to 'BBB' from 'AAA';
--$28,500,000 class B-1 to 'BB' from 'A';
--$14,000,000 class B-2 to 'B' from 'BBB'.

The ratings for each of the class A, B-1, and B-2 notes reflect
the likelihood that investors will receive periodic interest
payments through the redemption date as well as their respective
stated principal balances at maturity.

EMBS I is a mortgage market value collateralized debt obligation
(CDO), backed by fixed-, floating-, and adjustable-rate mortgage-
backed securities, collateralized mortgage obligations, asset-
backed securities, U.S. government obligations, corporate
securities, and cash/cash equivalents.

Although the net asset value level in this program is currently
above par, it has experienced a material decline over the last 6
months, as a result of current market conditions.  Given that the
majority of the underlying collateral matures after the maturity
date of the transaction, EMBS I will liquidate a significant
amount of collateral at the time of the transaction's maturity in
November 2009.  Lower asset prices and poor liquidity could
adversely affect the likelihood of repayment of rated notes.

In addition to overall price declines, Fitch now views the
collateral in the program as having greater price volatility,
potential for credit migration, and as less liquid in the current
market.  These factors have made the subordination in the program
inconsistent with higher rating levels.  Fitch has recently
published revised criteria for market value structures.  This
updated criteria reflects the agency's revised views on asset
liquidity, price volatility, and overall market risk.


FGIC CORP: Fitch Junks $325 Million 6% Senior Notes Due 2034
------------------------------------------------------------
FGIC Corporation said a definitive agreement to cede the bulk of
its U.S. public finance portfolio to MBIA Insurance Corp (MBIA,
not rated by Fitch), as well as a settlement on a structured
finance collateralized debt obligation (SF CDO) in which
substantial losses were anticipated by Fitch. Offsetting these
positive developments were significant increases in loss reserves
on its RMBS exposures as well as the potential for future adverse
loss development in the SF CDO portfolio.

Fitch currently rates FGIC Corp. and its financial guaranty
insurance subsidiaries:

FGIC
FGIC UK Ltd.

-- Insurer financial strength (IFS)'CCC';
-- Rating Watch Evolving.

FGIC Corp.

-- Long-term Issuer 'CCC-';
-- $325 million 6% senior notes due Jan. 15, 2034 'CCC-';
-- Rating Watch Negative.

FGIC Corp. announced it expects to cede $184 billion of its
approximately $200 billion of U.S. public finance exposure to
MBIA.  The transaction is in the form of a cut-through reinsurance
agreement that Fitch believes will provide the underlying
policyholders of the covered portfolio a level of protection that
is pari passu with other MBIA policyholders.  While Fitch does not
rate MBIA, the reinsurance agreement affords policyholders on the
transferred risks significantly higher credit protection than that
afforded by FGIC at its present 'CCC' IFS rating level.  On June
26, 2008, Fitch withdrew its ratings on MBIA at the then current
level of 'AA.'

The ceding transaction will require that FGIC pay MBIA the cash
associated with the $937 million unearned premium reserve on the
covered portfolio.  That said, Fitch notes the transaction will
allow FGIC to add $550 million to its statutory policyholder
surplus due primarily to the $197 million cede commission it will
receive from MBIA, and the reversal of $349 million of contingency
reserves on the ceded business.  The transaction is expected to
close in late September 2008, pending among other conditions,
approval of the New York State Insurance Department.  The
agreement also contains 'Standstill' language permitting FGIC to
engage in discussions with other counterparties that could
ultimately result in an Alternative Proposal.  The Alternative
Proposal could replace the present agreement with MBIA if the
board of directors of FGIC concludes the Alternative Proposal is
more favorable to policyholders of FGIC.

The company also announced a commutation and settlement of an SF
CDO that in Fitch's view is materially positive for FGIC's capital
position. Effective Aug. 25, 2008, FGIC and its wholly owned
subsidiary FGIC UK Ltd. have completed an agreement with Calyon, a
French bank, regarding a financial guaranty insurance policy of up
to $1.875 billion issued by FGIC U.K. Ltd. to Havenrock II
Limited.  Under the agreement, Calyon agrees not to pursue
monetary claims in connection with Havenrock II in exchange for a
$200 million payment from FGIC UK Ltd.  This settlement will allow
FGIC to release statutory reserves of about $590 million in
connection with this transaction and will also materially reduce
the $3.1 to $4.2 billion of expected losses Fitch has allocated to
SF CDOs in FGIC's capital adequacy modeling.

Standalone, these announcements are significant credit positives
for the company and Fitch expects their combined impact to
increase statutory surplus levels by more than $900 million.  That
said, FGIC continues to experience credit deterioration on its
RMBS exposures that significantly offsets this increase.  In the
second quarter of 2008, the company increased loss reserves
associated with RMBS exposures by $815 million, primarily related
the home equity line of credit (HELOC) and closed end second (CES)
sectors.  In addition to this, Fitch believes further adverse loss
development may occur within FGIC's SF CDO portfolio.  The Agency
notes that Fitch-estimated expected losses for FGIC's SF CDO
portfolio are substantially in excess of the approximately $900
million of loss reserves the company has put up for this sector as
of June 30, 2008.

Fitch believes that continued deterioration in the insured RMBS
and SF CDO portfolios is a real possibility, further pressuring
regulatory capital levels and the risk of regulatory intervention.  
If regulatory intervention were to occur, FGIC's exposure to
credit derivatives (CDS) could be subject to immediate termination
by counterparties, resulting in mark-to-market claims well in
excess of the company's existing cash positions. The company
continues to actively pursue commutations of these exposures.

The Rating Watch Evolving on FGIC reflects:

-- Ongoing negotiations with external reinsurance providers and  
    insured transaction counterparties that could ultimately   
    improve certain policyholder positions;

-- Fitch's expectation for continued higher RMBS and SF CDO loss
    reserves in the next several quarters; and

-- Recognition that the remaining portfolio is now heavily
    oriented toward high risk transactions. As such, focus remains
    on continued negotiations surrounding CDS and financial
    guaranty settlements.

The Rating Watch Negative on FGIC Corp.'s long-term issuer and
senior unsecured debt ratings reflects:

-- Fitch's expectation that if continued stress within FGIC's
    RMBS and SF CDO book causes the company's financial condition
    to deteriorate and triggers some form of regulatory   
    intervention, regulators will likely prevent FGIC from paying
    dividends to FGIC Corp. in order to service its debt or other   
    holding company operating expenses.

FGIC Corp. is a U.S. holding company whose primary operating
financial guaranty subsidiaries are FGIC and FGIC U.K Ltd.  For
March 31, 2008, FGIC Corp. reported consolidated assets under
Generally Accepted Accounting Principles of $6.7 billion and
shareholders' equity of approximately $548 million.  On an
aggregated basis, net par outstanding for FGIC totaled $308
billion as of March 31, 2008.



FORD MOTOR: To Contribute $50 Mil. to Visteon Escrow Account
------------------------------------------------------------
Visteon Corporation, Ford Motor Company and Ford-managed entity
Automotive Components Holdings, LLC, amended these agreements:

     1) The Escrow Agreement, dated as of Oct. 1, 2005, among
Ford, the company and Deutsche Bank Trust Company Americas, was
amended to, among other things, provide that Ford will contribute
an additional $50 million into the escrow account, and to provide
that such additional funds will be available to the company to
fund restructuring and other qualifying costs, as defined within
the Escrow Agreement, on a 100% basis.

     2) The Reimbursement Agreement, dated as of Oct. 1, 2005,
between Ford and the company, was amended and restated to, among
other things, require Ford to reimburse the company for certain
severance expenses and other qualifying termination benefits, as
defined in such agreement, relating to the termination of salaried
employees who were leased to ACH.  Previously, the amount required
to be reimbursed by Ford was capped at $150 million, of which the
first $50 million was to be funded in total by Ford and the
remaining $100 million was to be matched by the company.  Any
unused portion of the $150 million as of Dec. 31, 2009, was to be
deposited into the escrow account governed by the Escrow
Agreement.

     3) The Master Services Agreement, dated as of Sept. 30, 2005,
as amended, between the company and ACH, was amended to, among
other things, extend the term that Visteon will provide certain
services to ACH, Ford and others from Dec. 31, 2009, to Jan. 1,
2011.

     4) The Visteon Salaried Employee Lease Agreement, dated as of
Oct. 1, 2005, as amended, between the company and ACH was amended
to, among other things, extend the term that ACH may lease
salaried employees of the company from Dec. 31, 2010 to Dec. 31,
2014.

     5) The Intellectual Property Contribution Agreement, dated as
of Oct. 1, 2005, as amended, among the company, Visteon Global
Technologies, Inc., Automotive Components Holdings, Inc. and ACH
was amended to, among other things, to clarify the availability
for use of certain patents, design tools and other proprietary
information.

                          About Visteon

Headquartered in Van Buren Township, Michigan, Visteon Corporation
(NYSE: VC) -- http://www.visteon.com/-- is an automotive supplier      
that designs, engineers and manufactures innovative climate,
interior, electronic and lighting products for vehicle
manufacturers, and also provides a range of products and services
to aftermarket customers.  The company also has corporate offices
in Shanghai, China; and Kerpen, Germany; the company has
facilities in 26 countries and employs approximately 38,500
people.

Visteon Corporation's consolidated balance sheet at June 30, 2008,
showed $7.02 billion in total assets, $6.93 billion in total
liabilities, and $295.0 million in minority interests, resulting
in a $207.0 million stockholders' deficit.

                     About Ford Motor Co.

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

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

                          *     *     *

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


FORD MOTOR: David Mondragon Named Ford Canada President and CEO
---------------------------------------------------------------
Ford Motor Company of Canada, Ltd. appointed David Mondragon as
president and CEO, effective Sept. 1, as the company introduces
its expanded 2009 model lineup and commits to being the best or
among the best in fuel economy with every new Ford product in its
segment.

"It's an exciting time to join Ford of Canada as we accelerate
plans to introduce new fuel-efficient vehicles, especially small
cars and crossovers, which are exactly what Canadian consumers are
asking for," Mr. Mondragon said.  "I look forward to working
closely with the Ford of Canada dealers to ensure we are not only
meeting, but exceeding customer expectations as we introduce the
new products."

During his 23 years with Ford, Mr. Mondragon has held a variety of
roles in sales and marketing.  He currently serves as general
manager for the Southwest Region, Ford’s largest U.S. sales
region.  Mr. Mondragon began his Ford career in an entry-level
administrative job at the Edison (New Jersey) Assembly Plant and
moved on to serve in a variety of management positions in areas
such as marketing programs, field operations, contests and
incentives, and sales training.  As manager of marketing programs
and strategy, Mr. Mondragon directed national incentive programs
and led the strategy for more than 80 auto shows across the U.S.

"David is the right person to lead Ford of Canada as we launch our
new model year.  Ford's 2009 product lineup is the best we've ever
produced and David has a proven track record of connecting with
customers, energizing employees and partnering with our dealers to
help drive sales," said Dave Schoch, executive director of Canada
and South America, Ford Motor Company.

Mr. Mondragon replaces Barry Engle, who announced last week that
he is leaving the company to serve as president and CEO of New
Holland Agricultural Equipment S.p.A., a unit of CNH Global N.V.,
effective Sept. 8.

"I want to sincerely thank Barry for his many contributions to the
Ford Motor Company and to wish him well in his new role," Mr.
Schoch said.


FRONTIER AIRLINES: Billed $4.8M by Davis Polk Attorneys
-------------------------------------------------------
Davis Polk & Wardwell attorneys for bankrupt Frontier Airlines,
Inc. and its debtor-affiliates have billed the Debtors $4.8
million for Chapter 11 legal services, according to court
documents released on August 22, 2008, the Denver Business Journal
reports.

The Firm seeks reimbursement for services provided from April 10,
2008 through July 31, 2008, according to the Denver Business
Journal.

Marshall Huebner, the Debtors' lead counsel and a partner at the
Firm, has submitted a bill for $547,458, says the Denver Business
Journal.

Headquartered in Denver, Colorado, Frontier Airlines Inc. --
http://www.frontierairlines.com/-- provide air transportation
for passengers and freight.  They operate jet service carriers
linking their Denver, Colorado hub to 46 cities coast-to-coast,
8 cities in Mexico, and 1 city in Canada, well as provide
service from other non-hub cities, including service from 10
non-hub cities to Mexico.

The Debtor and its debtor-affiliates filed for Chapter 11
protection on April 10, 2008, (Bankr. S.D. N.Y. Case No.: 08-
11297 thru 08-11299.)  Benjamin S. Kaminetzky, Esq., and Hugh R.
McCullough, Esq., at Davis Polk & Wardwell, represent the
Debtors in their restructuring efforts.  Togul, Segal & Segal
LLP is the Debtors' Conflicts Counsel, Faegre & Benson LLP is
the Debtors' Special Counsel, and Kekst and Company is the
Debtors' Communications Advisors.

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


FRONTIER AIRLINES: Wants to Hire Deloitte as Tax Services Provider
------------------------------------------------------------------
Frontier Airlines Holdings Inc. and its subsidiaries seek
permission from the U.S. Bankruptcy Court for the Southern
District of New York to employ Deloitte Tax LLP as their tax
services provider.

According to Edward M. Christie III, senior vice president for
Finance at Frontier Airlines Holdings Inc., Deloitte Tax has
provided the Debtors with tax services since 2007, and has
acquired considerable knowledge of the Debtors' business and
financial affairs.

Moreover, Deloitte Tax is qualified to render tax services to the
Debtors because of its is widely recognized experience in
providing regular tax services to large and complex business
entities, both in and out of bankruptcy proceedings, Mr. Christie
adds.

Deloitte Tax will render:

   (a) tax refund services, which includes assisting the Debtors
       in (i) evaluating tax refunds that may be available
       related to Colorado sales taxes, and federal and state
       excise taxes; and (ii) preparing of refund claims and
       responding to inquiries of the taxing authorities; and

   (b) bankruptcy tax services, under which the firm will advise
       the Debtors:

       -- regarding the restructuring or bankruptcy emergence
          process, including the tax workplan;

       -- on cancellation of indebtedness income for tax purposes
          under Section 108 of the Internal Revenue Code;

       -- on post-bankruptcy tax attributes -- tax basis
          in assets and net operating loss carryovers --
          available under the applicable tax regulations and the
          absorption of those attributes based on the Debtors'
          operating projections, including a technical analysis
          of the effects of Treasury Regulation Section 1.1502-28
          and the interplay with IRC Sections 108/1017, and      
          assisting the Debtors with the preparation of tax basis
          balance sheets;

       -- on the potential effect of the Alternative Minimum Tax
          in various post-emergence scenarios;

       -- on the effects of tax rules under Section 382(l)(5) and
          (l)(6) of the Internal Revenue Code, pertaining to the
          post-bankruptcy net operating loss carryovers and
          limitations on their utilization and the Debtors'
          ability to qualify for Section 382(l)(5) of the
          Internal Revenue Code;

       -- on Net Built-in Gain or Loss position at the time of
          any "ownership change," as defined in Section 382 of
          the Bankruptcy Code, including limitations on use of
          any tax losses generated from post-bankruptcy asset or
          stock sales;

       -- in their work with creditors' counsel, the Debtors'
          counsel and financial advisors on the cash tax effects
          of restructuring and bankruptcy and the post-
          restructuring tax profile, including a plan of
          reorganization tax projection;

       -- regarding the proper tax treatment of postpetition
          interest for state and federal income tax purposes;

       -- on the proper state and federal income tax treatment of
          pre- and postpetition reorganization costs including
          the categorization and analysis of those costs and
          their related technical positions;

       -- in their review and analysis of the tax treatment of
          items adjusted for GAAP purposes as a result of "fresh
          start" accounting, as required for the emergence date
          of the U.S. GAAP balance sheet, in an effort to
          identify the appropriate tax treatment of adjustments
          to equity and other tax basis adjustments to assets and
          liabilities recorded;

       -- regarding other state or federal income tax questions
          that may arise in the course of the engagement;

       -- in their effort to identify tax issues and planning
          opportunities related to debt restructuring and
          bankruptcy from a state and local perspective,
          including, but not limited to, the state adoption of
          Section 108 of the Internal Revenue Service on debt
          forgiveness and attribute reduction under Section
          108(b)(5), state tax effects on Section 346 of the
          Bankruptcy Code and state positions with respect to
          state tax attribute utilization limitations post-
          bankruptcy;

       -- in their efforts to preliminarily identify tax issues
          and state and local planning opportunities related to
          post-restructuring including, but not limited to,
          evaluating structural strategies to assist the Debtors
          in attempting to minimize state income taxes through
          the utilization of net operating losses, creation of
          special purpose entities or reorganization of the      
          business along functional lines, property taxes, sales
          and use taxes and other state and local taxes as
          appropriate; and

       -- in their efforts to estimate the tax basis in the stock
          of each of the Debtors' subsidiaries or other entity
          interests.

Deloitte Tax will also assist the Debtors in their evaluation and
modeling of the effects of liquidating, merging or converting
entities as part of the restructuring, including the effects on
federal and state tax attributes, state incentives, apportionment
and other tax planning.

In addition, Deloitte Tax will document, as appropriate, tax
analysis, opinions, recommendations, observations and
correspondence for any proposed restructuring alternative tax
issue or other tax matters.

Deloitte Tax will be paid based on these hourly rates:

   Partner, Principal, or Director        $650
   Senior Manager                         $550
   Manager                                $450
   Senior Associate                       $350
   Staff or Paraprofessionals           $100-300

Mr. Christie discloses that Deloitte Tax provided prepetition tax
services to the Debtors and received approximately $37,000 from
the Debtors in the 90 days prior to the Petition Date.  
Subsequent to the Petition Date, Deloitte Tax provided certain
ordinary course tax services to the Debtors.

As of the Petition Date, approximately $23,500 was owed by the
Debtors to Deloitte Tax for the prepetition services.  Deloitte
Tax will not seek recovery of the amount upon the Court's
approval of their employment with the Debtors.

Moreover, Deloitte Consulting LLP, an affiliate of Deloitte Tax,
provided prepetition consulting services to, and received
approximately $269,000 from, the Debtors within 90 days prior to
the Petition Date.

As of the Petition Date, the Debtors owed Deloitte Consulting
approximately $109,000.  Upon the Court's approval of the
Debtors' employment of Deloitte Tax, Deloittte Consulting will
not seek recovery of the amount owed.

As may be necessary, Deloitte Consulting will provide future
professional services in the Debtors' cases, as an additional
ordinary course professional, and would therefore seek payment of
any amounts due with respect to their rendered services in the
ordinary course.

David Hoffman, Esq., a partner at Deloitte Tax, assures that
Court that his firm is a "disinterested person," as that term is
defined under Section 101(14) of the Bankruptcy Code.

                 About Frontier Airlines Inc.

Headquartered in Denver, Colorado, Frontier Airlines Inc. --
http://www.frontierairlines.com/-- provide air transportation
for passengers and freight.  They operate jet service carriers
linking their Denver, Colorado hub to 46 cities coast-to-coast,
8 cities in Mexico, and 1 city in Canada, well as provide
service from other non-hub cities, including service from 10
non-hub cities to Mexico.

The Debtor and its debtor-affiliates filed for Chapter 11
protection on April 10, 2008, (Bankr. S.D. N.Y. Case No.: 08-
11297 thru 08-11299.)  Benjamin S. Kaminetzky, Esq., and Hugh R.
McCullough, Esq., at Davis Polk & Wardwell, represent the
Debtors in their restructuring efforts.  Togul, Segal & Segal
LLP is the Debtors' Conflicts Counsel, Faegre & Benson LLP is
the Debtors' Special Counsel, and Kekst and Company is the
Debtors' Communications Advisors.

(Frontier Airlines Bankruptcy News, Issue No. 21; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000)


GENERAL MOTORS: Investing $500 Million for New Compact Car in Ohio
------------------------------------------------------------------
General Motors Corp. Chairman and Chief Executive Officer Rick
Wagoner disclosed that GM will invest more than $500 million in
the U.S. to build the Chevrolet Cruze, an all-new global compact
car.  The vehicle will be built at its Lordstown, Ohio plant.  The
Chevy Cruze will be officially unveiled at the Paris Motor Show in
a few short weeks.  In a surprise move, the investment
announcement was accompanied by a glimpse of the Cruze life-size
show property.

The investment in Lordstown is one of several that have been
announced at U.S. plants in the past five years, adding up to over
$2 billion total investment in Ohio and more than $20 billion in
the United States.

"One of the key reasons for the success of the Chevrolet Cobalt
and Pontiac G5 is the Lordstown workforce and the strong
partnerships with the UAW and local and state officials," Mr.
Wagoner said.  "Based on the quality of work and these strong
partnerships, we are pleased to announce our plans to invest
another $500 million in the Chevy Cruze product program in the
U.S., including more than $350 million in Lordstown."

Ed Peper, GMNA vice president of Chevrolet, spoke to GM's strong
position in delivering fuel-efficient vehicles that consumers want
to buy.  "The Cruze will build on the already successful Chevrolet
Cobalt, Cobalt XFE and Cobalt SS, all of which are nearly sold out
in dealer showrooms," Mr. Peper said.  "Our dealers are asking for
many more Cobalts than we can build."

Chevrolet Cobalt sales are up 16%, year-to-date through July 2008,
with an impressive 33 miles-per-gallon highway.  The new Cobalt
XFE model jumps to 37 miles-per-gallon and is selling almost as
soon as it's unloaded from the delivery trucks to dealerships.

The Chevrolet Cruze epitomizes the global nature of the automobile
industry and GM's commitment to deliver fuel efficient, high-
quality products.  Cruze is the result of a development process
harnessing GM's global design and engineering expertise.  It is
the first of a new family of compact Chevrolets that will continue
the attention to quality, fuel efficiency, and strong value
promise of the highly successful Malibu and all other vehicles
under the Chevrolet brand.

"The Chevrolet Cruze was designed and engineered by our global
teams in Europe and Asia Pacific and will be manufactured in those
regions in addition to the assembly plant here in Lordstown,
Ohio," Mr. Wagoner said.  "Our goal for the Chevrolet Cruze is to
lead in fuel economy in this very competitive car segment."

The new Cruze will be launched in Europe and Asia Pacific next
year.  It's scheduled to make its European debut at the Paris
Motor Show in October.

                    About General Motors

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

At March 31, 2008, GM's balance sheet showed total assets of
$145,741,000,000 and total debts of $186,784,000,000, resulting in
a stockholders' deficit of $41,043,000,000.  Deficit, at Dec. 31,
2007, and March 31, 2007, was $37,094,000,000 and $4,558,000,000,
respectively.

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


GENERAL MOTORS: Should Assume Delphi Pension Costs, PBGC Says
-------------------------------------------------------------
Mike Ramsey and Christopher Scinta of Bloomberg News report that
the Pension Benefit Guaranty Corp. has said General Motors should
assume pension liabilities from Delphi Corp. by the end of
September or risk bearing additional costs from its former auto
parts subsidiary in bankruptcy.

The agency is concerned that no resolution on a pension
transfer seems imminent.  Delphi had about $3.3 billion
in unfunded pension liabilities at the end of 2007, spokesman
Lindsey Williams said, according to the report.

                       About Delphi Corp.

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

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

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

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

                    About General Motors

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

At March 31, 2008, GM's balance sheet showed total assets of
$145,741,000,000 and total debts of $186,784,000,000, resulting in
a stockholders' deficit of $41,043,000,000.  Deficit, at Dec. 31,
2007, and March 31, 2007, was $37,094,000,000 and $4,558,000,000,
respectively.

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


G-I HOLDINGS: To File Amended Schedules, Seek Claims Bar Date
-------------------------------------------------------------
G-I Holdings Inc. and its debtor-affiliate ask the U.S. Bankruptcy
Court for the District of New Jersey to waive certain requirements
of Local Bankruptcy Rules 1009-1, 3016-1 and 3016-2, reports
BankruptcyData.com.

The Debtors explained that they are working hard to conclude these
bankruptcy cases.  To accomplish this, the Debtors intend to amend
their schedules of liabilities and file an amended motion seeking
entry of a bar date for the filing of prepetition proofs of claim
against, and proofs of interest in the Debtors, BankruptcyData
says.

                       About G-I Holdings

Based in Wayne, New Jersey, G-I Holdings, Inc., is a holding
company that indirectly owns Building Materials Corporation of
America, a manufacturer of premium residential and commercial
roofing products.

The company filed for Chapter 11 protection on Jan. 5, 2001
(Bankr. D. N.J. Case No. 01-30135).  An affiliate, ACI, Inc.,
filed its own voluntary chapter 11 petition on Aug. 3, 2001.  The
cases were consolidated on Oct. 10, 2001.  Weil, Gotshal & Manges
LLP, and Riker, Danzig, Scherer, Hyland & Perretti LLP, represent
the Debtors.  Lowenstein Sandler PC represents the Official
Committee of Unsecured Creditors.

C. Judson Hamlin was appointed by the Court as the Legal
Representative for Present and Future Holders of Asbestos Related
Demands.  Keating, Muething & Klekamp, PLL, represents the
Futures Representative.


GOODY'S FAMILY: Seeks November 21 Extension of Plan Filing Period
-----------------------------------------------------------------
Goody's Family Clothing Inc. and its debtor-affiliates ask the
United States Bankruptcy Court for the District of Delaware to
extend the exclusive periods to:

   -- file a Chapter 11 until Nov. 21, 2008, and

   -- solicit acceptances of that plan until Jan. 5, 2009.

A hearing is set for Sept. 22, 2008, at 10:00 a.m., to consider
approval of the extension.  Objections, if any, are due Sept. 15,
2008.

The Debtors tell the Court that the requested extension is filed
out of an abundance of caution as it attempts to secure adequate
financing.

As reported in the Troubled Company Reporter on Aug. 28, 2008, the
Court approved an amended disclosure statement explaining an
amended joint Chapter 11 plan of reorganization filed by the
Debtors and the Official Committee of Unsecured Creditors.  A
hearing is set for Oct. 6, 2008, at 1:00 p.m., to consider
confirmation of the amended plan.

The Debtors' initial exclusive right to file a plan will expire on
Oct. 7, 2008.

                      About Goody's Family

Headquartered in Knoxville, Tennessee, Goody's Family Clothing
Inc. -- http://www.shopgoodys.com/-- operates chains of clothing     
stores.  The company is owned by Goody's Holdings Inc., a non-
debtor entity.  As of May 31, 2008, the company operates 355
stores in several states with approximately 9,868 personnel of
which 170 employees are covered under a collective bargaining
agreement.  The company and 19 of its affiliates filed for Chapter
11 protection on June 9, 2008 (Bankr. D. Del. Lead Case No.08-
11133).  Gregg M. Galardi, Esq., and Marion M. Quirk, Esq., at
Skadden Arps Slate Meagher & Flom LLP, and Paul G. Jennings, Esq.,
at Bass, Berry & Sims PLC, represent the Debtors.  The Debtors
selected Logan and Company Inc. as their claims agent.

The U.S. Trustee for Region 3 appointed seven creditors to serve
on an Official Committee of Unsecured Creditors.  Frederick Brian
Rosner, Esq., at Duane Morris LLP, and Lawrence C. Gottlieb, Esq.,
Cathy Herschopf, Esq., and Jeffrey L. Cohen, Esq., at Cooley
Godward Kronish LLP, represent the Committee in these cases.

When the Debtors filed for protection against their creditors,
they listed assets and debts between $100 million and $500
million.  As of May 3, 2008, the Debtors' records reflected total
assets of $313,000,000 -- book value -- and total debts of
$443,000,000.


GREAT NORTHWEST: S&P Revises Outlook to Negative; 'BB-' Affirmed
----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Great
Northwest Insurance Co. (GNIC) to negative from stable.

Standard & Poor's also said that it affirmed its 'BB-'
counterparty credit and financial strength ratings on GNIC.

"The revised outlook reflects our concerns about GNIC's declining
capital base and deteriorating underwriting performance,"
explained Standard & Poor's credit analyst Tracy Dolin. GNIC is
also susceptible to large shock losses because of its high
reinsurance attachment point. GNIC experienced two major
catastrophe events and eight large losses for the first six months
of 2008, hurting its loss ratio by 10% and 12%, respectively. In
July, the company generated additional catastrophe losses. S&P had
anticipated GNIC's operating performance would continue to be
volatile, albeit not to the extent of recent performance.

GNIC also has a high expense structure in place. As a small
company, despite close to flat premium growth, unusual expenses
significantly affect its expense ratio. GNIC's expense ratio
increased to 35.9% during the first six months of 2008 from 29.8%
for the same period last year.

"The outlook is negative. Standard & Poor's expects GNIC's net
premium growth to be in the low single digits in 2008, driven
primarily by recent rate increases and Western expansion efforts.
We expect that the combined ratio will remain unsatisfactory for
full-year 2008 because of the level of losses experienced in the
first half of the year. We view capital as marginal in the context
of its small and shrinking capital base with susceptibility to
large shock losses. we expect GNIC to manage its Hawaiian
operation's (HIG) property catastrophe exposure should continue to
be managed through high reinsurance protection," S&P says.

"If underwriting results continue to demonstrate above-average
losses or capital levels continue to fall, we could lower the
rating within 12 months. We could also lower the rating if GNIC's
normalized combined ratio (absent catastrophes and large shock
losses) remains above 100%," S&P relates.

"Over the longer term, Standard & Poor's believes GNIC's business
strategy has above-average operating risk," Ms. Dolin added. "A
disciplined approach to growth and strong controls for selecting
and monitoring agents are critical to the rating. Therefore, any
deterioration in these areas would also likely lead to a
downgrade. If the company improves its capitalization and
underwriting performance on a sustainable basis, we could revise
the outlook back to stable."


HEARTLAND INVESTMENT: Case Summary and Three Unsecured Creditors
----------------------------------------------------------------
Debtor: Heartland Investment Properties, LLC
        942 Searcy Way
        Bowling Green, KY 42103

Bankruptcy Case No.: 08-11223

Related Information: Mark Haynes and David Stewart, managers,
                     filed the petition on the Debtor's behalf.

Chapter 11 Petition Date: August 28, 2008

Court: Western District of Kentucky (Bowling Green)

Debtor's Counsel: Mark H. Flener, Esq.
                  (mflener@bellsouth.net)
                  P.O. Box 8, 400 East Main Avenue, Suite 304
                  Bowling Green, KY 42102-0008
                  Tel: (270) 783-8400
                  Fax: (270) 783-8873

Estimated Assets: $1 million to $10 million

Estimated Debts: $1 million to $10 million

List of Largest Unsecured Creditors:

   Creditor                          Claim Amount
   --------                          ------------
   Commonwealth of Kentucky               Unknown

   Stewart & Haynes Properties, LTD       Unknown

   Teta Financial Group                   Unknown


HEAVEN INVESTMENT: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Heaven Investment Holding Corp.
        1401 El Camino Ave. No. 410
        Sacramento, CA 95815

Bankruptcy Case No.: 08-32280

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

Chapter 11 Petition Date: August 29, 2008

Court: Eastern District of California (Sacramento)

Judge: Thomas Holman

Debtor's Counsel: Yasha Rahimzadeh
                  980 9th St. 16th Fl.
                  PMB 1021
                  Sacramento, CA 95814
                  Tel (916) 337-8066

Total Assets: $21,120,000

Total Debts: $30,571,763

Debtors' List of 20 largest unsecured creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Malibu Recoventance LLC (JCRA) Mortgage             $13,329,669
P.O. Box 4987                  Value of security
Chatsworth, CA 91311           - $13,000,000

Michael Samson                                       $1,500,000
619 47th Ave.
San Francisco, CA 94121

Al Stewart & Doug Jansen                               $700,000
13760 Tank Drive
Pine Groove, CA 95665

Ozair Abdullah                                         $555,000
18522 Pine View Square
Leezburg, VA 20176

Bill &Carolyn Wilson           Deed of Trust           $530,000
6691 Gibson Canyon Rd.         Value of Security
                               - $600,000      

Nazim Hashim                                           $500,000
20332 Via Galileo
Porter Ranch, CA 91326

Telgraph Garden Apts.                                  $400,000
9646 West Vista
Hillsboro, MO 63050

Olivia Raya                                            $270,000
684 San Jose Ave. Ste. A
San Francisco, CA 94110                

Dolores LeBlue                                         $200,000

Ed Sarna                                               $190,000

Bimal Singh                                            $190,000

Olga Biasiol                                           $180,000

Jeff & Debbie Buchanan                                 $165,000

Laila Bhamani                                          $150,000

Marvin & Elena Booth                                   $140,000

Tatyana Mironova                                       $135,000

Brent Fredricksen                                      $130,000

Harnesk Nijjar                                         $125,000

Ferishta Kulaly                                        $125,000

Anne Fisher                                            $114,000


HINES HORTICULURE: Files Chapter 11 Plan and Disclosure Statement
-----------------------------------------------------------------
Hines Horticulture Inc. and its debtor-affiliates delivered on
Aug. 29, 2008, to the United States Bankruptcy Court for the
District of Delaware a Chapter 11 plan of reorganization and a
disclosure statement explaining the plan.

A hearing is set for Oct. 2, 2008, at 2:30 p.m., to consider the
adequacy of the Debtors' disclosure statement.  Objections, if
any, are due Sept. 25, 2008.  The hearing will take place at 824
Market St., 5th floor, Courtroom #5 in Wilmington, Delaware.

The plan contemplates the sale of substantially all of the
Debtors' assets through a liquidation process.  After the auction,
all remaining assets will be liquidated and the proceeds
distributed to the Debtors' creditors pursuant to the plan.  On
the plan's effective date, proceeds from the sale will be
distributed to holders of claims.

The Court set a hearing on Sept. 10, 2008, to approve the Debtors'
proposed bidding procedures for the sale of substantially all
their assets.  The Debtors selected Black Diamond Management LLC,
as stalking-horse bidder.  All bids for the Debtors' asset must be
delivered by Nov. 3, 2008, followed by an auction on Nov. 7, 2008,
at 10:00 a.m. (prevailing Central Time)

The plan classifies interests against and claims in the Debtors in
eight classes.  The classification of interests and claims are:

                 Treatment of Interests and Claims

               Type                               Estimated
      Class   of Claims             Treatment     Recovery
      -----   ---------             ---------     ---------
      1       other priority        unimpaired    100%
               claims

      2       other secured         unimpaired    100%
               claims

      3       prepetition credit    unimpaired    100%
               facility claims

      4       10.25% senior notes   impaired
               claims

      5A      general unsecured     impaired
               claims against
               Hines Horticulture   impaired

      5B      general unsecured     impaired
               claims against
               Hines Nurseries

      6       section 510(b)        impaired      0%
               claims

      7       equity interest in    impaired      0%
               Hines Horticulture

      8       intercompany          impaired      0%
               interests

Classes 4, 5A and 5B are entitled to vote to accept or reject the
plan.

Holders of Class 2 other secured claims will be place in a
separate subclass, and each subclass will be treated as a separate
class for distribution purposes.  Unless otherwise agreed to by
the holders and the Debtors, each holders will receive in full:

   -- the collateral securing the allowed other secured claim; or
   -- a cash distribution in an amount equal to the value of the
      collateral.

Allowed Cass 3 claims will be allowed in the amount of $36,054,784
plus (i) interests and payable from the petition date to the
plan's effective date, and (ii) fees and expenses payable to the
prepetition credit facility agent from the petition date until the
plan's effective.

Holders of Class 10.25% senior notes claims will receive their pro
rata share of the post-consummation trust assets in turn for each
10.25% senior notes claims.

All general unsecured claims against the Debtors will also receive
a pro rate share of the post-consummation trust assets.

Class 6,7 and 8 will not receive any distribution under the plan.

A full-text copy of the Debtors' disclosure statement is available
for free at http://ResearchArchives.com/t/s?3188

A full-text copy of the Debtors' Chapter 11 plan of reorganization
is available for free at http://ResearchArchives.com/t/s?3189

                     About Hines Horticulture

Headquartered in Irvine, California, Hines Horticulture, Inc. --
http://www.hineshorticulture.com/-- operates nursery facilities
located in Arizona, California, Oregon and Texas.  Through its
affiliate, the company produces and distributes horticultural
products.  The company and its affiliate, Hines Nurseries, Inc.,
filed for Chapter 11 protection on Aug. 20, 2008 (Bankr. D. Del.
Case No.08-11922).  Anup Sathy, Esq., and Ross M. Kwasteniet,
Esq., at Kirkland & Ellis, LLP, represent the Debtors in their
restructure efforts.  Robert S. Brady, Esq., and Edmon L. Morton,
Esq., at Young, Conaway, Stargatt & Taylor, serve as the Debtors'
co-counsel.  The Debtors selected Epiq Bankruptcy Solutions LLC as
their voting and claims agent, and Financial Balloting Group LLC
as their securities voting agent.  When the Debtors filed for
protection against their creditors, they listed assets and debts
of between $100 million and $500 million each.


IL LUGANO: Voluntary Chapter 11 Case Summary
--------------------------------------------
Debtor: IL Lugano, LLC
        IL Lugano Luxury Suite Hotel
        3333 N.E. 32nd Ave.
        Attn: Jeff Gwin
        Fort Lauderdale, FL 33308

Bankruptcy Case No.: 08-50811

Type of Business: The Debtor owns a hotel.  See
                  http://www.illugano.com/

Chapter 11 Petition Date: August 29, 2008

Court: District of Connecticut (Bridgeport)

Debtor's Counsel: James Berman, Esq.
                     Email: jberman@zeislaw.com
                  Zeisler and Zeisler
                  558 Clinton Ave.
                  P.O. Box 3186
                  Bridgeport, CT 06605
                  Tel: (203) 368-4234
                  http://www.zeislaw.com/

Estimated Assets: $50,000,000 to $100,000,000

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

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


INDEPENDENCE VII: Fitch Cuts 'BB' Rating on $347MM Notes to 'CCC'
-----------------------------------------------------------------
Fitch Ratings downgrades and removes from Rating Watch Negative
eight classes of notes issued by Independence VII CDO, Ltd.  
These rating actions are effective immediately:

-- $347,377,885 Class A-1A Notes to 'CCC' from 'BB';
-- $58,286,312 Class A-1B Notes to 'CCC' from 'BB';
-- $30,600,000 Class A-2 Notes to 'C' from 'B';
-- $60,000,000 Class B Notes to 'C' from 'CCC';
-- $28,500,000 Class C Notes to 'C' from 'CCC';
-- $15,684,723 Class D Notes to 'C' from 'CC';
-- $24,581,207 Class E Notes to 'C' from 'CC';
-- $6,027,346 Class F Notes to 'C' from 'CC'.

Fitch's rating actions reflect the significant collateral
deterioration within the portfolio, specifically subprime
residential mortgage-backed securities (RMBS), Alternative-A (Alt-
A) RMBS, and structured finance (SF) collateralized debt
obligations (CDOs).

Independence VII is a cash flow SF CDO that closed on March 28,
2006 and is managed by Declaration Management & Research LLC
(Declaration). Presently, 76.8% of the portfolio is comprised of
2005 and 2006 vintage U.S. subprime RMBS, 9.0% consists of 2005,
2006 and 2007 vintage U.S. Alt-A RMBS, and 4.7% is comprised of
2005 and 2006 vintage U.S. SF CDOs.

Since November 2007, approximately 80.0% of the portfolio has been
downgraded with 17.4% of the portfolio currently on Rating Watch
Negative. Additionally, 88.3% of the portfolio is now rated below
investment grade, with 73.1% of the portfolio rated 'CCC+' and
below. The negative credit migration experienced since the last
review in November 2007 has resulted in the Weighted Average
Rating Factor (WARF) deteriorating to 'B-/CCC+' from 'BBB'/'BBB-',
breaching its covenant of 'BBB/BBB-' as of the August 8, 2008
trustee report.

The collateral deterioration has caused each of the
Overcollateralization (OC) and Interest Coverage (IC) ratios to
fail their respective tests. As of the trustee report dated August
8, 2008, the class A/B/C OC ratio was 51.3%, the class D OC ratio
was 49.8%, and the class E OC ratio was 47.6%. The class A/B/C OC
trigger level was 104.8%, the class D trigger level was 103.8%,
and the class E trigger level was 101.6%. Likewise, the class
A/B/C IC ratio of 65.5% was failing its 110.0% trigger level, the
class D IC ratio of 55.5% was failing its 107.5% trigger level,
and the class E IC ratio of 41.8% was failing its 105.0% trigger
level.

Due to the Net Outstanding Portfolio Collateral Balance failing to
be at least equal to the Aggregate Outstanding Amount of the Class
A Notes, the Class B Notes, and the Class C Notes, an Event of
Default was declared on April 9, 2008. As a result of the Event of
Default and a subsequent vote by the class A-1 noteholders to
accelerate, the transaction has begun making distributions of
principal and interest to only the class A-1A and A-1B notes, pro
rata, until paid in full which led to a default in the payment of
interest to the timely classes A-2, B and C. Payment of interest
to the class D, E and F notes paid in kind whereby the principal
balance of each class has been written up by the amount of
interest owed. Consistent with the current ratings, Fitch does not
expect the class A-2, B, C, D or E notes to receive further
interest or principal payments.

Fitch is reviewing its SF CDO approach and will comment separately
on any changes and potential rating impact at a later date. Fitch
will continue to monitor and review this transaction for future
rating adjustments.

The ratings on the class A-1A, A-1B, A-2, B and C notes address
the timely receipt of scheduled interest payments and the ultimate
receipt of principal as per the transaction's governing documents.
The ratings on the class D, E and F notes address the ultimate
receipt of interest payments and ultimate receipt of principal as
per the transaction's governing documents. The ratings are based
upon the capital structure of the transaction, the quality of the
collateral, and the protections incorporated within the structure.


INT'L RECTIFIER: S&P Keeps 'BB' Ratings on Watch Negative
---------------------------------------------------------
Standard & Poor's Ratings Services said that its 'BB' corporate
credit rating on El Segundo, Calif.-based International Rectifier
Corp. (IR) would remain on CreditWatch with negative implications,
where it was placed on April 9, 2007, because of an accounting
investigation that prevented the company from filing financial
statements.

On Aug. 15, 2008, Vishay Intertechnology Inc. offered to acquire
IR for about $1.6 billion in cash. On Aug. 29, 2008, IR's board
unanimously rejected Vishay's offer as opportunistic and
undervalued. Vishay has not responded to IR's rejection.

While the company is current in its financial reporting through
the March (third fiscal) quarter of 2008, on Aug. 29, IR also
announced that it may not be able to file its 2008 Form 10-K by
Sept. 12, 2008. The potential delay reflects the efforts involved
in preparing and filing previously-delinquent reports, which
delayed the 2008 fiscal year-end closing schedule and the
preparation of financial statements, and thus has delayed the
audit of its 2008 financial statements. The Sept. 12 date reflects
an earlier 15-day filing extension granted by the SEC.

If no further actions are taken regarding Vishay's offer, the
rating on IR will be based on S&P's evaluation of its future
operating prospects as an independent company and its ongoing
financial profile. Current financial information suggests that the
company is facing significant operational challenges, with excess
inventories and capacity causing low profitability.

Standard & Poor's will continue to monitor the company's ability
to timely file its financial statements, its underlying business
and financial profiles, and any further actions regarding a
potential acquisition.


JPMORGAN TRUST: S&P Affirms 'BB' Rating on Three Classes
--------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on 22
classes of commercial mortgage pass-through certificates from
JPMorgan Chase Commercial Mortgage Securities Trust 2006-LDP7.

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

As of the Aug. 15, 2008, remittance report, the collateral pool
consisted of 269 loans with an aggregate trust balance of $3.90
billion, compared with the same number of loans totaling $3.94
billion at issuance. The master servicers, Wachovia Bank N.A.
(Wachovia) and Capmark Finance Inc. (Capmark), reported financial
information for 98% of the pool, 94% of which was full-year 2007
data. Standard & Poor's calculated a weighted average debt service
coverage (DSC) of 1.53x for the pool, up from 1.38x at issuance.
One loan ($6.5 million, 0.2%) in the pool is 30-plus-days
delinquent, and two assets are with the special servicer, LNR
Partners Inc. The trust has not experienced any losses to date.

"There are 11 loans ($56.1 million, 1%) in the pool that have
reported low DSCs that are not with the special servicer, seven
($31.9 million) of which are credit concerns. The 11 loans are
secured by a variety of property types with an average balance of
$4.7 million and have experienced a weighted average decline in
DSC of 52% since issuance. The seven loans that are credit
concerns are secured by retail, office, multifamily, and self-
storage properties; these loans have experienced a combination of
declining occupancy and higher operating expenses. The remaining
loans have significant debt service reserves or are in various
stages of lease-up, and we expect the net cash flow available for
debt service to improve in the future," S&P says.

Three assets ($17.2 million, 0.4%) are with the special servicer,
LNR Partners Inc. (LNR); details are:

     -- The Trinity Place loan has a balance of $6.5 million
(0.2%) and is secured by the fee interest in a 49,781-sq.-ft.
retail property in Cordova, Tenn. The loan was transferred to LNR
on July 28, 2008, after the borrower requested forbearance. The
loan is 30-days delinquent, and LNR is in the process of
collecting information and evaluating the asset.

     -- The Country Club Corner loan has a total exposure of $6.3
million (0.2%) and is secured by the fee interest in a 53,481-sq.-
ft. retail property in Oklahoma City, Okla. The loan was
transferred to LNR on Feb. 14, 2008, after the borrower requested
forbearance. The loan is current, and LNR is negotiating the
potential forbearance with the borrower. Standard & Poor's expects
the resolution of the asset will result in a minimal loss.

     -- The Meadowbrook Professional Plaza loan has a total
exposure of $4.4 million (0.1%) and is secured by the fee interest
in a 35,267-sq.-ft. office property in Rochester, Mich. The loan
was transferred to LNR on Feb. 8, 2008, due to monetary default.
The loan is less than 30-days delinquent, and the occupancy has
improved to 85% from 68% for the year-ended Dec. 31, 2007. LNR
will continue to monitor the property's occupancy and could
potentially transfer the loan back to the master servicer.

The top 10 loans have an aggregate outstanding balance of $1.41
billion (36%) and a weighted average DSC of 1.48x, up from 1.43x
at issuance. Standard & Poor's reviewed property inspections
provided by the master servicer for all of the assets underlying
the top 10 exposures. One of the properties was characterized as
"excellent," while the remaining properties were characterized as
"good."

Wachovia and Capmark reported a watchlist of 44 loans ($293.9
million, 8%). None of the loans on the watchlist have a balance
greater then $36 million, or 1% of the pool.

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

RATINGS AFFIRMED
  
JPMorgan Chase Commercial Mortgage Securities Trust 2006-LDP7
Commercial mortgage pass-through certificates

Class     Rating            Credit enhancement (%)
-----     ------            ----------------------
A-1      AAA                                30.28
A-1A     AAA                                30.28
A-2      AAA                                30.28
A-3A     AAA                                30.28
A-3B     AAA                                30.28
A-3FL    AAA                                30.28
A-4      AAA                                30.28
A-SB     AAA                                30.28
A-M      AAA                                20.19
A-J      AAA                                12.24
B        AA                                 10.22
C        AA-                                 9.08
D        A+                                  8.71
E        A                                   7.70
F        A-                                  6.69
G        BBB+                                5.43
H        BBB                                 4.42
J        BBB-                                3.28
K        BB+                                 2.90
L        BB                                  2.52
M        BB-                                 2.02
X        AAA                                  N/A

   N/A -- Not applicable.



JPMORGAN CMS: S&P Cuts Ratings on 3 Classes to 'CCC'
----------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on eight
classes of commercial mortgage pass-through certificates from
JPMorgan Chase Commercial Mortgage Securities Corp.'s series 2005-
LDP2. Concurrently, S&P affirmed its ratings on 19 other classes
from this transaction.

The downgrades reflect credit concerns with two loans ($52.7
million) in the pool that will have debt service coverage (DSC)
levels below 1.0x when the initial interest-only (IO) periods end
and seven ($38.3 million) of the 15 loans that have reported DSC
levels below 1.0x. The downgrades also reflect anticipated credit
support erosion upon the eventual resolution of one ($13.3
million) of the two loans with the special servicer. The current
credit enhancement levels for several classes of the transaction
have declined since issuance due to a $7.8 million loss to the
trust.

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

Two loans ($52.7 million, 2%) that will have DSCs below 1.0x when
their initial IO periods end are current credit concerns. The
loans, which have an average balance of $26.3 million, are secured
by multifamily properties in suburban Memphis, Tenn., and
McDonough, Ga. The most recent reported DSCs for these assets were
1.02x and 0.88x, respectively, while occupancy levels were 91% and
83%. The current DSC for the loans has declined an average of 22%
since issuance, and the occupancy levels have also declined since
issuance.

Seven ($38.3 million, 1%) of the 15 loans ($152.1 million, 5%)
that have reported DSCs below 1.0x are current credit concerns.
The 15 loans are secured primarily by a variety of office, retail,
multifamily, and self-storage properties and have an average
balance of $10.1 million and an average decline in DSC of 31%
since issuance. The seven loans that are credit concerns are
secured by retail, multifamily, and self-storage properties. These
properties have experienced a combination of declining occupancies
and higher operating expenses.  

As of the Aug. 15, 2008, remittance report, there were two loans
($19.9 million total exposure) with the special servicer, LNR
Partners Inc. (LNR). Details of the two loans with the special
servicer are:

     -- The Osceola Ridge Apartments loan ($14.2 million total
exposure) is secured by a 120-unit (480-bed) student housing
property in Tallahassee, Fla., built in 1991. The loan was
transferred to LNR in September 2007 due to imminent default and
is currently 90-plus-days delinquent. The borrower filed
bankruptcy on March 4, 2008, and negotiations are underway
regarding a reorganization plan. A cash collateral agreement is
also in place. An appraisal from November 2007 valued the property
at $10.7 million, and an appraisal reduction amount will be
reflected in the September remittance report.

     -- The Weatherford Commons loan ($5.7 million total exposure)
is secured by a 34,488-sq.-ft. unanchored retail property built in
2003 in Weatherford, Texas, 20 miles west of Fort Worth. The loan
was transferred to special servicing due to imminent default in
March 2008 and is currently less than 30 days delinquent.
Approximately 64% of the property's tenants have lease expirations
before year-end 2009. Occupancy was 70% and DSC was 1.29x as of
year-end 2007. Standard & Poor's does not expect a loss on the
asset at this time, and the loan was returned to the master
servicer on Aug. 25, 2008.

As of the Aug. 15, 2008, remittance report, the collateral pool
consisted of 293 loans with an aggregate balance of $2.889
billion, compared with 295 loans with a balance of $2.979 billion
at issuance. The master servicer, Wachovia Bank N.A. (Wachovia),
reported financial information for 98% of the pool. Ninety-four
percent of the servicer-provided information was full-year 2007
data. Standard & Poor's calculated a weighted average DSC of 1.56x
for the pool, compared with 1.59x at issuance. As referenced
above, the only delinquent loan ($14.2 million total exposure) in
the pool is 90-plus-days delinquent and is one of the two loans
($19.9 million total exposure) with the special servicer. The
trust has experienced one loss totaling $7.8 million, which
represented a 38% loss severity on the unpaid principal balance of
the loan.

The top 10 loan exposures secured by real estate have an aggregate
outstanding balance of $754.3 million (26%) and a weighted average
DSC of 1.58x, compared with 1.56x at issuance. The third-largest
loan is on the master servicer's watchlist and is discussed below.
Standard & Poor's reviewed property inspections provided by
Wachovia for nine of the assets underlying the top 10 exposures.
All of the properties were characterized as "good."

Three loans had credit characteristics consistent with of those of
investment-grade obligations at issuance. The credit
characteristics of the largest and smallest loans are no longer
consistent with those of investment-grade obligations, while the
remaining loan has maintained its credit characteristics.  Details
for these loans are:

     -- The Gateway Plaza I&II loan ($98.8 million, 3%) is the
second-largest loan in the pool and is secured by a 628,626-sq.-
ft. lifestyle center in Salt Lake City, Utah. For the year ended
Dec. 31, 2007, DSC for this loan was 2.59x and occupancy was 99%.
Standard & Poor's adjusted value for this loan is down 19% since
issuance. The property's decline in performance is primarily due
to the re-leasing of space at the property at lower rents, along
with increased operating expenses.

     -- The Russ Building ($60 million, 2%) is the seventh-largest
loan in the pool and is secured by a 509,368-sq.-ft. class B
office building in the San Francisco financial district. DSC for
this loan was 2.25x for the year ended Dec. 31, 2007, and
occupancy was 91% as of March 31, 2008. Standard & Poor's adjusted
value for this loan is up 14% since issuance, primarily due to the
re-leasing of space at the property at higher rents.

     -- The Four Peaks loan ($17.1 million) is secured by a
140,571-sq.-ft. retail property in Fountain Hills, Ariz. While the
DSC for this loan was 2.21x and occupancy was 97% for the year
ended Dec. 31, 2007, the DSC is down from 2.58x at issuance.
Standard & Poor's adjusted value for this loan is down 18% since
issuance. The property's decline in performance is primarily due
to increased operating expenses.

Wachovia reported a watchlist of 48 loans with an aggregate
outstanding balance of $424.8 million (15%). The Shops at Canal
Place ($90 million, 3%) is the largest loan on the watchlist and
the third-largest loan in the pool. The loan is secured by a
214,443-sq.-ft. retail shopping center and a seven-story, 1,650-
stall (538,000 sq. ft.) parking garage on Canal Street in downtown
New Orleans. The master servicer placed this loan on the watchlist
because the lease for the anchor tenant, Saks Fifth Avenue
(106,682 sq. ft.), matures Jan. 31, 2009.  

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

JPMorgan Chase Commercial Mortgage Securities Corp.
Commercial mortgage pass-through certificates series 2005-LDP2

              Rating
Class     To        From   Credit enhancement (%)
-----     --        ----   ----------------------
J         BBB-      BBB                      4.50
K         BB+       BBB-                     3.21
L         BB        BB+                      2.82
M         B+        BB                       2.31
N         B-        BB-                      1.92
O         CCC+      B+                       1.66
P         CCC       B                        1.41
Q         CCC-      B-                       1.02

RATINGS AFFIRMED

JPMorgan Chase Commercial Mortgage Securities Corp.
Commercial mortgage pass-through certificates series 2005-LDP2
  
Class     Rating            Credit enhancement (%)
-----     ------            ----------------------
A-1       AAA                                30.67
A-2       AAA                                30.67
A-3       AAA                                30.67
A-3A      AAA                                30.67
A-4       AAA                                30.67
A-SB      AAA                                30.67
A-1A      AAA                                30.67
A-M       AAA                                20.36
A-MFL     AAA                                20.36
A-J       AAA                                12.88
B         AA+                                12.24
C         AA                                 10.82
D         AA-                                 9.91
E         A+                                  9.01
F         A                                   7.98
G         A-                                  7.08
H         BBB+                                5.53
X-1       AAA                                  N/A
X-2       AAA                                  N/A

  N/A -- Not applicable.


KOPPERS INC: S&P Affirms 'B+' Credit Rating; Outlook Positive
-------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on
Pittsburgh, Pa.-based Koppers Inc. and its parent company, KI
Holdings Inc., to positive from stable. At the same time, S&P
affirmed all ratings, including the 'B+' corporate credit ratings.

"The outlook revision acknowledges Koppers' improving operating
performance, the strengthening of the financial profile, greater
visibility of future revenue streams, and the potential for
improved credit quality over the next few years," said Standard &
Poor's credit analyst Henry Fukuchi.

The outlook revision also reflects S&P's expectation for future
debt reduction from the recently announced Monessen sale, which is
expected to close in October 2008. S&P expects Koppers to apply at
least a portion of the proceeds from the sale to debt reduction so
that credit metrics are preserved or improved from current levels,
even as it continues to engage in share repurchases, increased
dividends, and potential acquisitions.

The ratings on Koppers reflect a weak business position,
attributable to a relatively narrow scope of operations and
concentration of sales by customer base and end market; and a
highly leveraged financial profile. These factors are only
partially offset by the company's leading market shares, high
percentage of long-term contracts, and good geographic diversity.

With annual sales of approximately $1.4 billion, Koppers is a
leading provider of carbon compounds and commercial wood treatment
products.


LANDSOURCE COMMUNITIES: Creditors Panel Justifies Xroads Retention
------------------------------------------------------------------
The Official Committee of Unsecured Creditors in the bankruptcy
cases of LandSource Communities Development, LLC, and its debtor-
affiliates asks the U.S. Bankruptcy Court for the District of
Delaware to approve XRoads Solutions Group, LLC's retention.  The
Committee asks the Court to overrule the Debtors' objection.

The Creditors Committee earlier sought the Court's permission to
retain XRoads and Imperial Capital LLC as the panel's co-financial
advisors nunc pro tunc, to June 20, 2008.

             Committee: Two Fin'l Advisors Split Fees

XRoads Solutions Group, LLC, advises the Official Committee of
Unsecured Creditors on issues relating to the Debtors' business
operations and the operational side of the business plan to
determine how that will impact the recoveries for the general
unsecured creditors.

"[Imperial Capital LLC] and XRoads will not duplicate each
other's work," Laura D. Jones, Esq., at Pachulski Stang Ziehl &
Jones LLP, in Wilmington, Delaware, tells the Court.  According
to Ms. Jones, in light of the proposed fee structure, XRoads and
Imperial Capital are incentivized to avoid duplication of work.  
"Neither firm's compensation will increase if services are
duplicated," she adds.

Ms. Jones relates that during the Committee formation, XRoads and
Imperial Capital communicated their respective fee structures to
the Committee's proposed counsel.  As the Committee formation was
underway, XRoads and Imperial Capital were asked to formulate a
co-financial advisory proposal in order to integrate certain
strengths of both firms:

   -- for XRoads, land development, entitlement, and operational
      knowledge, and

   -- for Imperial, mergers, acquisitions, financing and
      valuation.

Based on the Committee's insistence that the fee structure
proposed by each firm not increase as a result of the joint
venture, XRoads and Imperial agreed to split their proposed fees
in half.  "The Committee gets the expertise of both firms for the
price of one," Ms. Jones relates.

Further, the Committee maintains that the fees being paid to
XRoads are at, or below, market price.  

XRoads agreed to modify the terms of its engagement to provide
the Debtors and the United States Trustee for Region 2 with the
opportunity to review the fees under Section 330 of the
Bankruptcy Code; provided, however, that the review is not solely
based on an hours-and-compensation analysis.

In addition, XRoads will modify its engagement letter to provide
that the transaction fee applies to transaction consummated
within the engagement period or 12 months.

As for the Debtors' request that the cost of any appraisal be
reduced from the valuation report fee, Ms. Jones asserts that the
review opportunity being provided to the Debtors and the U.S.
Trustee provides sufficient safeguards and opportunity to object
in the event that there is a duplication of services.

       XRoads' Work Distinct from Lazard's, Committee Says

The services being rendered by XRoads Solutions Group, LLC is
independent of the services being rendered by [Lazard Freres &
Co. LLC], Ms. Jones tells the Court.

Ms. Jones emphasizes that the Debtors and the Committee have
distinct and, at times, adverse goals.  According to Ms. Jones,
the Committee's goal is to obtain a recovery for the general
unsecured creditors.  Contrary to Barclays Bank PLC's suggestion,
the Committee cannot rely on Lazard or its work in representing
the interests of the general unsecured creditors.

Any attempt by Barclays to tie the retention issues to the Final
DIP Order is unwarranted, Ms. Jones asserts.  She strikes back
that Barclays seeks to appoint two chief restructuring officers
in order to have its people on the inside.  "It seeks to pay
these two chief restructuring officers a floor of $2,500,000 in
fees and bonuses when there is no basis or justification for the
appointment of a chief restructuring officer - other than
Barclays' demand for one."

Ms. Jones points out that through its objection, Barclays seeks
to limit the Committee's ability to retain financial advisors
after the Committee made every effort to negotiate a reasonable
rate for two firms that will provide the Committee the best
possible representation.

                    About LandSource Communities

LandSource Communities Development LLC, which operates in Arizona,
California, Florida, New Jersey, Nevada and Texas, is involved in
the planning and development of master planned communities and
transforming undeveloped land into ready-to-build home sites and
commercial properties.  With the exception of one development
project in Marina del Rey, California, LandSource does not build
homes or commercial properties.

LandSource and 20 of its affiliates filed for chapter 11
bankruptcy protection before the U.S. Bankruptcy Court for the
District of Delaware on June 8, 2008 (Lead Case No. 08-11111).
The Debtors are represented by Marcia Goldstein, Esq., at Weil
Gotshal & Manges in New York, and Mark D. Collins, Esq., at
Richards Layton & Finger in Wilmington, Delaware.  Lazard Freres &
Co. acts as the Debtors' financial advisors, and Kurtzmann Carson
Consultants serves as the Debtors' notice and claims agent.

According to the Troubled Company Reporter on May 22, 2008,
LandSource sought help from its lender consortium to restructure
$1.24 billion of its debt.  LandSource engaged a 100-bank lender
group led by Barclays Capital Inc., which syndicates LandSource's
debt.  LandSource had received a default notice on that debt from
the lender group after it was not able to timely meet its payments
during mid-April.  However, LandSource failed to reach an
agreement with its lenders on a plan to modify and restructure its
debt, forcing it to seek protection from creditors.

The Debtors' exclusive plan filing period expires on Oct. 6, 2008.
(LandSource Bankruptcy News, Issue No. 10;
http://bankrupt.com/newsstand/or 215/945-7000).


LANDSOURCE COMMUNITIES: Panel Justifies Retention of Imperial
-------------------------------------------------------------
The Official Committee of Unsecured Creditors in the bankruptcy
cases of LandSource Communities Development, LLC, and its debtor-
affiliates asks the U.S. Bankruptcy Court for the District of
Delaware to approve Imperial Capital LLC's retention.

The Committee asks the Court to overrule the Debtors' objection.

The Creditors Committee earlier sought the Court's permission to
retain Imperial Capital and XRoads Solutions Group, LLC as the
panel's co-financial advisors nunc pro tunc, to June 20, 2008.

         Imperial Split Work, Fees with Other Fin'l Advisor,
                        Committee Says

Imperial Capital LLC and XRoads Solutions Group, LLC, will not
duplicate each other's work,  Laura D. Jones, Esq., at Pachulski
Stang Ziehl & Jones LLP, in Wilmington, Delaware, tells the
Court.

Ms. Jones relates Imperial Capital and XRoads were asked to
formulate a co-financial advisory proposal in order to integrate
certain strengths of both firms:

   -- for Imperial, mergers, acquisitions, financing and
      valuation.

   -- for XRoads, land development, entitlement, and operational
      knowledge, and

Based on the Committee's insistence that the fee structure
proposed by each firm not increase as a result of the joint
venture, XRoads and Imperial agreed to split their proposed fees
in half.  "The Committee gets the expertise of both firms for the
price of one," Ms. Jones relates.

Ms. Jones maintains that the fees being paid to Imperial Capital
are at, or below, market price.

According to Ms. Jones, Imperial Capital has agreed to modify its
engagement letter to provide for a Section 330 review provided
that the review is not solely based on the hours and compensation
analysis.

The Debtors request that any potential fees that will be paid to
real estate appraisers be deducted from fees for any valuation
report that will be potentially be paid to Imperial Court.  
Ms. Jones says that the Court need not reach the issue of whether
a real estate appraisal is the same as a business valuation.  "It
is not," she asserts.

        Committee to DIP Lenders: We Can't Rely on Lazard

Ms. Jones asserts that Barclays Bank PLC, the administrative
agent to lenders under the DIP Financing Agreement, is not in a
position to estimate the amount of the general unsecured claims
in the Debtors' cases of which certain litigation claims may have
a value in excess of $100,00,000.

In addition, in light of Barclays' and the Second Lien Lenders'
unwillingness to subordinate their deficiency claims to the
payment of the general unsecured creditors, the work of the
Committee is not done, Ms. Jones relates.  Moreover, the Debtors
and Barclays have not stipulated that the general unsecured
creditors will be paid in full or that they will receive any
distribution in the Chapter 11 cases.

Ms. Jones asserts that the Committee should not be required to
rely on Lazard Freres & Co. LLC to negotiate on its behalf or to
analyze issues in a way that would benefit the general unsecured
creditors.  "The Debtors and the Committee have distinct and, at
times, adverse goals," she avers.

Ms. Jones relates the fact that the Committee cannot rely on
Lazard was demonstrated at the hearing on the Final DIP Order
where Lazard admitted that it had not analyzed the value of the
Valencia Water Company -- the single largest unencumbered asset
of the Debtors.  Yet, Lazard supported encumbering the stock of
the Valencia Water Company in connection with the Debtors'
efforts to obtain the DIP Loan.  "There is no rational basis for
Barclays' suggestion that the Committee does not need financial
advisors," she adds.

Further, Ms. Jones argues that nothing in the Final DIP Order
provides that the Committee's advisors are not allowed to bill in
excess of any of the reserved amounts to any of the billing
categories.  "There is no basis in law pursuant to which a non-
reserve amount allowed fees or success fees should come from the
recoveries of the general unsecured creditors [and] Barclays has
not cited to a single case supporting its assertion," Ms. Jones
adds.

                    About LandSource Communities

LandSource Communities Development LLC, which operates in Arizona,
California, Florida, New Jersey, Nevada and Texas, is involved in
the planning and development of master planned communities and
transforming undeveloped land into ready-to-build home sites and
commercial properties.  With the exception of one development
project in Marina del Rey, California, LandSource does not build
homes or commercial properties.

LandSource and 20 of its affiliates filed for chapter 11
bankruptcy protection before the U.S. Bankruptcy Court for the
District of Delaware on June 8, 2008 (Lead Case No. 08-11111).
The Debtors are represented by Marcia Goldstein, Esq., at Weil
Gotshal & Manges in New York, and Mark D. Collins, Esq., at
Richards Layton & Finger in Wilmington, Delaware.  Lazard Freres &
Co. acts as the Debtors' financial advisors, and Kurtzmann Carson
Consultants serves as the Debtors' notice and claims agent.

According to the Troubled Company Reporter on May 22, 2008,
LandSource sought help from its lender consortium to restructure
$1.24 billion of its debt.  LandSource engaged a 100-bank lender
group led by Barclays Capital Inc., which syndicates LandSource's
debt.  LandSource had received a default notice on that debt from
the lender group after it was not able to timely meet its payments
during mid-April.  However, LandSource failed to reach an
agreement with its lenders on a plan to modify and restructure its
debt, forcing it to seek protection from creditors.

The Debtors' exclusive plan filing period expires on Oct. 6, 2008.
(LandSource Bankruptcy News, Issue No. 10;
http://bankrupt.com/newsstand/or 215/945-7000).


LIBERTY HARBOUR: Moody's Gives Ba3 Rating to $17.3MM Pre-Paid Swap
------------------------------------------------------------------
Moody's Investors Service has assigned the following ratings to
27 Asset-Specific Rate Swaps and one Pre-Paid Swap in the Liberty
Harbour II CDO Ltd. Transaction.

   1.) A1 to each of the 27 Asset-Specific Rate Swaps, together
       having a combined notional amount of U.S. $781,295,000

   2.) Ba3 to the Pre-Paid Swap with a notional amount of U.S.
       $17,300,000

The Moody's ratings of the Swaps address the ultimate receipt by
the parties to the Swaps of all amounts due and payable as set
forth in the relevant swap documentation.  The analysis of the
ratings also incorporated the rating of the Swap Counterparty,
which in each of the rated swaps is Barclays Capital, the
transaction's legal structure and the characteristics of the
Collateral Debt Securities.


LINENS N THINGS: Outlines Plan to Exit Bankruptcy Early in 2009
---------------------------------------------------------------
Linens Holding Co. and its debtor subsidiaries' Joint Plan of
Reorganization provides that if the U.S. Bankruptcy Court for the
District of Delaware does not declare it effective by January 31,
2009, the Plan will become null and void in all respects.  The
Plan also contemplates on the consummation of a $500,000,000 exit
credit facility with still unnamed lenders.

Under the Plan, claims and interests against the Debtors, which
they estimate to an aggregate amount of $1,850,000,000, are
divided into four classified classes, and four types of
unclassified claims.  

Linens' existing stock will be canceled and holders of those
interests will receive no recovery under the Plan.  Holders of
senior notes and unsecured claims are expected to receive their
pro rata distribution from funds allocated for those claims.  The
Debtors did not state the percentage recovery by unsecured
creditors and noteholders but noted that unsecured claimants
would not receive anything in a Chapter 7 liquidation.  Holders
of secured claims, administrative claims, including those under
Section 503(b)(9) of the Bankruptcy Code, and DIP-financing
claims will receive full recovery on account of their claims.

The Plan also separately classifies and provides that landlords
who are owed rent or other obligations due under a nonresidential
property lease for May 2, 2008, through May 31, 2008, will
receive full payment for those obligations.

Linens will issue new common stock, and 5-year 12% senior secured
notes in an aggregate amount of $100,000,000 on the effective
date of the Plan.

Holders of senior secured floating rate notes aggregating
$650,000,000 and due 2014, issued pursuant to an indenture dated
as of February 14, 2006, with The Bank of New York, a collateral
agent and trustee, will receive 100% of the new common stock,
subject to dilution for the Management Equity Incentive Plan and
the new warrants issued to general unsecured creditors.  The
Senior Noteholders will also receive the first $3,750,000 of
proceeds from avoidance actions.

Holders of general unsecured claims will receive warrants of the
new common stock of New Linens, which will be come exercisable
once the Senior Noteholders receive a recovery equal to 75% of
the principal amount due and owning on the Existing Senior Notes.
Funds allocated for unsecured creditors consist of avoidance
actions in excess of $3,750,000 and other causes of action.

Holders of Sec. 503(b)(9) claims and landlords holding the May
Rent Claims will receive, at the discretion of ad hoc committee
of Senior Noteholders, either shares of the New Linens common
stock or an unsecured note.  

               Deleveraging the Capital Structure

The Plan provides for a substantial deleveraging of the Debtors'
capital structure through the conversion of:

   (1) the senior notes claims, aggregating $650,000,000 of
       secured obligations, into approximately 100% of the equity
       of the Reorganized Debtors and a $100,000,000 secured note
       requiring no payments for the first two years following
       the Plan's effective date;

   (2) general unsecured claims totaling $1,100,000,000 into
       warrants for the acquisition of new common stock; and

   (3) material reduction of ongoing occupancy costs through
       agreements with numerous of the Debtors' landlords.

The Debtors submit that, as reorganized, they will have a
dramatically improved capital structure and a strong store base.  
They believe that the Plan maximizes recoveries for holders of
allowed claims, and strongly recommend that creditors vote to
accept the Plan.

The Debtors also believe that any alternative to confirmation of
the Plan, like liquidation or attempts by another party-in-
interest to file a plan of reorganization, would result in
significant delays, litigation and additional costs, and
ultimately would lower the recoveries for holders of allowed
claims.

                Limited Substantive Consolidation

The Plan contemplates a very limited substantive consolidation
solely for purposes of efficiently and effectively confirming and
consummating the Plan.  The Debtors believe that consolidation of
the bankruptcy estates is the best option currently available for
them and their creditors as a whole.

The Plan also contemplates all guaranties of the obligations of
any Debtor arising prior to the Effective Date will be considered
eliminated, so that any claim against any Debtor, or guaranty
executed by any other Debtor, will be considered to be one
obligation of the deemed consolidated Debtors.  The proposed
consolidation, however, will not affect any liens or other
security interests held by prepetition secured claim holders, or
any transfers or commingling of any assets of any of the Debtors.

The Debtors believe that the facts and circumstances in the
bankruptcy cases strongly favor consolidation because both the
Debtors' customers and suppliers treated the Debtors as a single
business, and did not distinguish between the individual Debtor
entities, among other reasons.  The Debtors also point out that
their institutional creditors also viewed them as a whole, and
all prepetition institutional debt was guaranteed by all the
Debtors.  They add that the $650,000,000 secured bonds issued by
Linens 'n Things, Inc., and Linens 'n Things Center, Inc., were
jointly and severally guaranteed by all the other Debtors.

                      Exit Credit Facility

On or prior to the Effective Date, the Debtors will enter into
definitive documentation with respect to an exit credit facility
pursuant to a commitment letter with certain undisclosed parties.  
The Exit Credit Facility will have a first lien revolving credit
facility of approximately $500,000,000, including a letter of
credit sub-facility of up to $250,000,000.

Although the Debtors believe that they will be able to obtain the
exit financing on reasonable terms, there can be no assurance
that they will ultimately be able to do so.  Therefore, the
Debtors note that there can be no guarantee that the required
Exit Credit Facility amount will have been obtained prior to the
commencement of the Plan's confirmation hearing.

                Intercompany Claims, Senior Notes
               Equity Interests and New Securities

On the Effective Date:

   -- the Reorganized Debtors will, at their sole discretion,
      reinstate or compromise intercompany claims;

   -- all notes, stock, instruments, certificates, indenture and
      other documents evidencing the senior notes claims and
      equity interests will be canceled, and the Debtors'
      obligations with respect to the notes and interests will be
      discharged;

   -- the transfer register or ledger maintained by indenture
      trustee for the senior notes will be closed, and there will
      be no further changes in the record holders of any senior
      notes; and

   -- the new Linens 'N Things Holding Co. will issue, or reserve
      for issuance, all new securities required to be issued
      pursuant to the Plan, including the new common stock, the
      new warrants, and the new senior notes, without further act
      or action under applicable law, regulation, order or rule.

                 Reorganized Debtors' New Board

As of the Effective Date, the initial board of directors of New
Linens will be composed of four directors appointed by the
Noteholders Committee, and the Reorganized Debtors' chief
executive officer selected by the Noteholders Committee in
consultation with the Debtors and the Creditors Committee.

The Debtors will disclose the identity of the New Board members,
and the nature of any compensation for any member of the New
Board, who is an "insider," in a Plan supplement to be submitted
later.

The directors, managers, officers and members of the remaining
Reorganized Debtors will be appointed by the New Board on the
Effective Date.  Other than the new CEO, it is contemplated that
current management will continue as the management of the
Reorganized Debtors, subject to review of the New Board.

                         The Plan Trust

A plan trust will be created to hold assets for certain
creditors.  The Debtors, the Noteholders Committee and the
Creditors Committee will jointly designate a trustee for the
Plant Trust prior to the Confirmation Hearing.

The Debtors will transfer to the Plan Trust certain assets
comprised of $75,000 in cash, and causes of action, excluding
those that are settled, released or enjoined under the Plan.  The
Plan Trust Assets will be liquidated and distributed to holders
of allowed senior note claims and allowed general unsecured
claims.

The Plan Trustee, in consultation with a Plan Trust committee,
will have full authority to administer the Plan Trust agreement
to maximize and distribute the Plan Trust Assets, and prosecute
or settle the Assigned Causes of Actions.  The Plan Trustee may
also retain professionals as it deemed necessary.

                         Disputed Claims

The Debtors and the Reorganized Debtors will have the exclusive
authority to file objections, settle, compromise, withdraw or
litigate to judgment objections to any claims.  After the
Effective Date, the Reorganized Debtors may settle or compromise
any retained cause of action or claim without any further notice
to or approval of the Court.  At the Debtors' behest, the Court
may estimate any contingent or unliquidated claim, regardless of
whether the claim had previous objections.

Except as agreed by the Reorganized Debtors, no partial payments
and no partial distributions will be made with respect to a
disputed claim until the resolution of the disputes by settlement
or final Court order.  Any holder of both an allowed claim and a
disputed claim in the same Class of Claims will not receive
payment or distribution in satisfaction of any Allowed Claim.

           Conditions Precedent to the Effective Date

The Plan provides that these conditions must be satisfied or
waived prior to the Effective Date:

   (a) The Reorganized Debtors' new organizational documents,
       which include restated certificates of organization and
       new by-laws, will have been delivered or tendered for
       delivery, executed, consummated and filed;

   (b) The New Board will have been appointed in accordance with
       the Plan; and

   (c) The Exit Credit Facility will have been consummated.

If the Effective Date does not occur on or before January 31,
2009, or other agreed date, the Plan will be null and void in all
respects, and nothing contained in the Plan or the Disclosure
Statement will (i) constitute a waiver or release of any Cause of
Action or claim, (ii) constitute an admission, acknowledgment,
offer or undertaking in any respect by any party, including the
Debtors, or (iii) otherwise prejudice in any manner the rights of
any party, including the Debtors.

The Debtors will file at a later date certain supplement to the
Plan and Disclosure Statement, which include financial
projections, liquidation analysis, lists of retained and assigned
causes of action, and forms of the Debtors' letters to holders of
senior notes claims and other general unsecured claims.

A full-text copy of the Debtors' Joint Plan of Reorganization is
available for free at:

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

A full-text copy of the Debtors' Joint Disclosure Statement is
available for free at:

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

                   Apollo Protecting Stake

In November 2005, a group formed by affiliates of Apollo
Management, L.P., National Realty & Development Corp., and Silver
Point Capital Fund Investments, LLC, acquired Linens 'n Things for
an aggregate consideration of approximately $1,300,000,000.

Apollo, et al., financed the acquisition in part by the issuance
of $650,000,000 aggregate principal amount of Senior Secured
Floating Rate Notes due 2014.

Pursuant to the terms of the Plan, Apollo Management, et al.,
will lose their equity interests in Linens 'n Things, and Senior
Noteholders will receive 100% of the stock of the reorganized
company.

Financial News, citing Debtwire, however, reported in May that
Apollo was protecting its equity stake in Linens 'n Things by
buying the retailer's bonds.

"Allegations that Apollo Management is buying the bonds of
Linens 'n Things to better influence the restructuring process is
a good example of a private equity firm injecting capital into the
secondary market to protect its original equity investment and to
gain leverage in enabling the objectives of the creditors and
equity holders to coalesce," Larry Levine, director of corporate
finance at RSM McGladrey, told Financial News.

The absolute priority rule under the Bankruptcy Code provides
that creditors have priority over a company's equity holders.  
Shareholders will only receive value after creditors have been
paid.  In some Chapter 11 cases, unsecured creditors would obtain
recovery in the form of shares of new stock of the newly emerged
company, and the existing stock would be canceled.

Clifton, New Jersey-based Linens 'n Things, Inc. --
http://www.lnt.com/-- is the second largest specialty retailer
of home textiles, housewares and home accessories in North America
operating 589 stores in 47 U.S. states and seven Canadian
provinces as of Dec. 29, 2007.  The company is a destination
retailer, offering one of the broadest and deepest selections of
high quality brand-name as well as private label home furnishings
merchandise in the industry.  Linens 'n Things has some 585
superstores (33,000 sq. ft. and larger), emphasizing low-priced,
brand-name merchandise, in more than 45 states and about seven
Canadian provinces.  Brands include Braun, Krups, Calphalon,
Laura Ashley, Croscill, Waverly, and the company's own label.
Linens 'n Things was acquired by private equity firm Apollo
Management in 2006.

On May 2, 2008, these Linens entities filed chapter 11 petition
(Bankr. D. Del.): Linens Holding Co. (08-10832), Linens 'n Things,
Inc. (08-10833), Linens 'n Things Center, Inc. (08-10834),
Bloomington, MN., L.T., Inc. (08-10835), Vendor Finance, LLC (08-
10836), LNT, Inc. (08-10837), LNT Services, Inc. (08-10838), LNT
Leasing II, LLC (08-10839), LNT West, Inc. (08-10840), LNT
Virginia LLC (08-10841), LNT Merchandising Company LLC (08-10842),
LNT Leasing III, LLC (08-10843), and Citadel LNT, LLC (08-10844).
Judge Christopher S. Sontchi presides over the case.

The Debtors' bankruptcy counsels are Mark D. Collins, Esq., John
H. Knight, Esq., and Jason M. Madron, Esq., at Richards, Layton &
Finger, P.A., provide Linens 'n Things with bankruptcy counsel.
The Debtors' special corporate counsel are Holland N. O'Neil,
Esq., Ronald M. Gaswirth, Esq., Stephen A. McCaretin, Esq.,
Randall G. Ray, Esq., and Michael S. Haynes, Esq., at Morgan,
Lewis & Bockius, LLP.  The Debtors' restructuring management
services provider is Conway Del Genio Gries & Co., LLC.  The
Debtors' CRO and Interim CEO is Michael F. Gries, co-founder of
Conways Del Genio Gries & Co., LLC.  The Debtors' claims agent is
Kurtzman Carson Consultants, LLC.  The Debtors' consultants are
Asset Disposition Advisors, LLC, and Protivit, Inc.  The Debtors'
investment bankers are Financo, Inc., and Genuity Capital Markets.

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


LINENS N THINGS: Classification and Treatment of Claims Under Plan
------------------------------------------------------------------
Except for certain unclassified claims, the Joint Plan of
Reorganization filed by Linens 'N Things and its debtor-affiliates
divides all claims against and equity interests in the Debtors
into four classes:

                             Estimated
Class      Description       Recovery     Plan Treatment
-----      ------------      --------     --------------
   1        Other Secured       100%     Will receive collateral,
            Claims                       cash, or as required by
                                         the Bankruptcy Code

   2        Senior Notes          --     Will receive pro rata
            Claims                       share of the senior
                                         notes distribution

   3        Gen. Unsecured        --     Will receive pro rata
            Claims                       share of the unsecured
                                         creditor distribution

   4        Equity Interests      0%     No distribution, or
                                         retention of estate
                                         property

Classes 2 and 3, which are impaired, are entitled to accept or
reject the Plan.  Class 1, which is unimpaired, is deemed to
accept the Plan, while Class 4 is deemed to reject the Plan.

The Plan also identifies four types of unclassified claims:

   (1) Holders of allowed DIP Facility Claims will be paid in
       full and in cash, in accordance with the terms of the DIP
       Facility.  Cash collateral with respect to letters of
       credit outstanding on the Effective Date will be provided
       in accordance with the terms of the DIP Facility, in full
       and final satisfaction of the allowed claims;

   (2) Holders of allowed Other Administrative Claims will
       receive cash equal to the allowed amount of the claim.
       Holders of Administrative Claim that does not waive its
       allowed claim pursuant to the Plan, will receive cash, new
       common stock or an unsecured note in an amount equal to
       the allowed amount of the claim;

   (3) Holders of allowed Priority Tax Claims will receive
       regular installment payments in cash:

       * equal to the allowed amount of the claim, as of the
         Effective Date;

       * which total value will include simple interest to accrue
         on any outstanding balance of the claim starting on the
         Effective Date at the rate of interest determined under
         applicable non-bankruptcy law; and

       * over a period ending not later than 5 years after the
         Petition Date; and

   (4) Holders of allowed Other Priority Claims will receive one
       of these treatments, in the sole discretion of the Debtors
       or the Reorganized Debtors:

       * full payment in cash of the allowed claims; or

       * treatment of the allowed claims in a manner that leaves
         the claims unimpaired.

The Debtors estimate that, at the conclusion of the claims
objection, reconciliation and resolution process, the aggregate
amount of allowed claims will be:

   Allowed Claim                 Estimated Amount
   -------------                 ----------------
   General Unsecured Claims        $1,100,000,000
   Senior Notes Claims                669,000,000
   Administrative Claims               45,000,000
   Priority Tax Claims                 38,000,000
   Other Secured Claims                 1,000,000
   Other Priority Claims                  100,000

The Debtors tell the Court that the estimates are approximate and
based upon numerous assumptions.  They assert that there is no
guarantee that the ultimate amount of claims will conform to the
estimates because numerous claims have been asserted in
unliquidated amounts, and additional claims may be filed or
identified during the claims resolution process.


Clifton, New Jersey-based Linens 'n Things, Inc. --
http://www.lnt.com/-- is the second largest specialty retailer
of home textiles, housewares and home accessories in North America
operating 589 stores in 47 U.S. states and seven Canadian
provinces as of Dec. 29, 2007.  The company is a destination
retailer, offering one of the broadest and deepest selections of
high quality brand-name as well as private label home furnishings
merchandise in the industry.  Linens 'n Things has some 585
superstores (33,000 sq. ft. and larger), emphasizing low-priced,
brand-name merchandise, in more than 45 states and about seven
Canadian provinces.  Brands include Braun, Krups, Calphalon,
Laura Ashley, Croscill, Waverly, and the company's own label.
Linens 'n Things was acquired by private equity firm Apollo
Management in 2006.

On May 2, 2008, these Linens entities filed chapter 11 petition
(Bankr. D. Del.): Linens Holding Co. (08-10832), Linens 'n Things,
Inc. (08-10833), Linens 'n Things Center, Inc. (08-10834),
Bloomington, MN., L.T., Inc. (08-10835), Vendor Finance, LLC (08-
10836), LNT, Inc. (08-10837), LNT Services, Inc. (08-10838), LNT
Leasing II, LLC (08-10839), LNT West, Inc. (08-10840), LNT
Virginia LLC (08-10841), LNT Merchandising Company LLC (08-10842),
LNT Leasing III, LLC (08-10843), and Citadel LNT, LLC (08-10844).
Judge Christopher S. Sontchi presides over the case.

The Debtors' bankruptcy counsels are Mark D. Collins, Esq., John
H. Knight, Esq., and Jason M. Madron, Esq., at Richards, Layton &
Finger, P.A., provide Linens 'n Things with bankruptcy counsel.
The Debtors' special corporate counsel are Holland N. O'Neil,
Esq., Ronald M. Gaswirth, Esq., Stephen A. McCaretin, Esq.,
Randall G. Ray, Esq., and Michael S. Haynes, Esq., at Morgan,
Lewis & Bockius, LLP.  The Debtors' restructuring management
services provider is Conway Del Genio Gries & Co., LLC.  The
Debtors' CRO and Interim CEO is Michael F. Gries, co-founder of
Conways Del Genio Gries & Co., LLC.  The Debtors' claims agent is
Kurtzman Carson Consultants, LLC.  The Debtors' consultants are
Asset Disposition Advisors, LLC, and Protivit, Inc.  The Debtors'
investment bankers are Financo, Inc., and Genuity Capital Markets.

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


L&M VIDEO: Voluntary Chapter 11 Case Summary
--------------------------------------------
Debtor: L & M Video Productions, Inc.
        dba WMNT TV
        P. O. Box 13783
        Columbus, OH 43213

Bankruptcy Case No.: 08-58354

Related Information: Earl Murry, president and director, filed
                     the petition on the Debtor's behalf.

Chapter 11 Petition Date: August 29, 2008

Court: Southern District of Ohio (Columbus)

Judge: C. Kathryn Preston

Debtor's Counsel: Grady L Pettigrew, Jr., Esq.
                  (gpecf1@sbcglobal.net)
                  Pettigrew & Associates, LLC
                  502 South Third Street
                  Columbus, OH 43215-5702
                  Tel: (614) 224-1113
                  Fax: (614) 224-4949

Total Assets: $4,126,350

Total Debts: $1,185,975

A copy of the Debtor's petition that includes a list of its
largest unsecured creditors is available for free at:

             http://bankrupt.com/misc/OHsb08-58354.pdf


LANDAMERICA FINANCIAL: Fitch Rates Senior Debt to 'BB+'
-------------------------------------------------------
Fitch Ratings has downgraded the Insurer Financial Strength (IFS)
ratings of LandAmerica Financial Group's (LFG) insurance
subsidiaries to 'BBB+' from 'A-'. Fitch also downgraded LFG's
Issuer Default Rating (IDR) to 'BBB-' from 'BBB' and revised the
Rating Outlook on all ratings to Negative from Stable.

Fitch has downgraded these ratings:

LandAmerica Financial Group, Inc.

  -- Long-term IDR to 'BBB-' from 'BBB';
  -- Senior debt to 'BB+' from 'BBB-'.

Commonwealth Land Title Insurance Company
Commonwealth Land Title Insurance Company of New Jersey
Land Title Insurance Company of Pasadena
Lawyers Title Insurance Corporation
Title Insurance Company of America
Transnation Title Insurance Company

  -- IFS to 'BBB+' from 'A-'.

Fitch believes LFG's consolidated balance sheet fundamentals lag
national peers at a time in the market cycle where risk-adjusted
surplus, financial leverage and reserve redundancy are critical to
financial strength ratings.

LFG's financial leverage is considered high for the rating
category at slightly greater than 30% at June 30, 2008 after
excluding FHLB borrowings at the thrift.  LFG renegotiated
covenants with its lenders, allowing a fixed charge coverage ratio
less than 1.5 times (x) for the second- and third quarter-2008
(3Q'08) and stepping up to 1.5x at year-end (YE) 2008 and beyond.

At YE 2007, LandAmerica's RAC ratio, at 110%, was lower than
industry averages of 140% and down significantly from the
company's RAC in 2006 of 158%.  The Fitch RAC formula
quantitatively tests capital adequacy for several risks, including
investment risks, reserve adequacy, exposure to large losses,
expense leverage and agency risks.

LFG's statutory reserve release during 3Q'08 will effectively
eliminate the redundancy between statutory reserves and the
actuarial mid-point estimate that favorably impacts the RAC ratio.  
Further, Fitch expects no growth in statutory surplus during 2008,
which when coupled with the impact of the reserve release could
translate to a RAC ratio lower than the current 110%.


MANTIFF DAYTON: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Mantiff Dayton Hospitality LLC
        dba Holiday Inn
        c/o Mantiff Management Inc.
        387 Passaic Avenue
        Fairfield, NJ 07004

Bankruptcy Case No.: 08-26533

Chapter 11 Petition Date: September 1, 2008

Court: District of New Jersey (Newark)

Debtor's Counsel: Joseph J. DiPasquale
                  Trenk DiPasquale Webster Della Fera &
                  Sodono P.C.
                  Suite 300, 347 Mt. Pleasant Avenue
                  West Orange, NJ 07052
                  Tel (973) 243-8600
                  Fax (973) 243-8677
                  Email jdipasquale@trenklawfirm.com

Estimated Assets: $1 million to $10 million

Estimated Debts: $1 million to $10 million

A list of the Debtor's largest unsecured creditors is available
for free at http://bankrupt.com/misc/njdb08-26533.pdf


MARSHA RICHARDS: Case Summary & 11 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Marsha J. Richards
        11795 N Sagebrook Rd.
        Tucson, AZ 85737

Bankruptcy Case No.: 08-11371

Chapter 11 Petition Date: July 28, 2008

Court: District of Arizona (Tucson)

Judge: James M. Marlar

Debtor's Counsel: Eric Slocum Sparks, Esq.
                  (ericssparks@hotmail.com)
                  Eric Slocum Sparks PC
                  110 S Church Ave, #2270
                  Tucson, AZ 85701
                  Tel: (520) 623-8330
                  Fax: (520) 623-9157

Estimated Assets: $1 million to $10 million

Estimated Debts: $1 million to $10 million

A copy of the Debtor's petition, which includes a list of its 11
largest unsecured creditors, is available for free at:

            http://bankrupt.com/misc/azb08-11371.pdf


MAPCO EXPRESS: Moody's Cuts CFR to B3; Outlook Negative
-------------------------------------------------------
Moody's Investors Service today downgraded MAPCO Express, Inc.'s
corporate family rating to B3 from B2, with a negative outlook.  
The rating downgrade was prompted by weak operating performance,
deterioration in the company's credit metrics, and tight financial
covenant headroom.  In particular, for the last twelve month
period ended June 30, 2008, adjusted debt to EBITDA rose to 6.4
times and EBITA to interest expense was 0.8 times -- both levels
which are below Moody's expectations and are more consistent with
a B3 corporate family rating.

The negative rating outlook reflects the possible further negative
impact on operating results from unfavorable economic conditions,
the uncertainty around gasoline profitability, and increasing
competitive pressures.  In addition, the negative outlook
recognizes that there is little head room under financial
covenants in the company's bank loan agreement.  The covenants
become more restrictive in March 2009, heightening the risk that
the company will need to seek covenant relief from its lenders in
order to avoid a covenant violation.

These ratings were downgraded:

   -- Corporate family rating to B3 from B2

   -- $50 million secured revolving credit facility due 4/28/2010
      to B3 (LGD3, 49%) from B2 (LGD3, 34%)

   -- $70 million secured revolving credit facility due 4/28/2010
      to B3 (LGD3, 49%) from B2 (LGD3, 34%)

   -- $165 million secured term loan due 4/28/2011 to B3 (LGD3,
      49%) from B2 (LGD3, 34%)

This rating was affirmed:

   -- Probability of default rating at B3

The last rating action on this company was the affirmation of all
ratings in July 2006.

MAPCO Express, Inc, headquartered in Franklin, Tennessee, operates
496 convenience stores in the Southeastern United States.  The
Israeli conglomerate Delek Group LTD ultimately owns approximately
80% of the company's equity through Delek US Holdings, Inc.
Revenues for the last 12 months ended June 30, 2008 were
approximately $2 billion.


MIDWEST AIRLINES: Expects New Seating to Generate Millions in Sale
------------------------------------------------------------------
Midwest Airlines said it will begin offering Midwest Class, a new
seating option on its Boeing 717 aircraft: two choices of seating
in the same coach cabin.  Passengers can book Midwest Class for
flights on or after October 21, 2008 on the airline's Web site --
http://www.midwestairlines.com,by phone or at check-in.

In a statement, Midwest said "Passengers paying select business
fares will be assigned a Signature seat, if available. Leisure and
sale fares will be assigned a Saver seat, with the option to
request Signature seating for a $25-75 fee based on route and
availability. Customers can also request Signature seating at the
time of check-in, if available."

Katherine Diaz of the Milwaukee Journal Sentinel notes that
Midwest's ability to attract travelers with different price points
is important to maximize revenue.  As widely reported, the airline
will cut its route network and work force by 40% next month to cut
costs and avoid a Chapter 11 bankruptcy reorganization.

Randy Smith, Midwest's vice president of sales, said the new
seating plan will increase sales by millions, though less than the
$30 million projected under an original plan to include seat
additions for MD-80 jets.  The jets, which had made up about one-
third of the company's fleet, have since been grounded because of
their poor fuel efficiency, according to the report.

Midwest Class features 40 of the airline's extra-wide leather
Signature seats in a two-by-two configuration with 35-36 inches of
legroom, along with 59 newly designed leather Saver seats in a
three-by-two configuration with 32 inches of legroom. The new
seating design provides the greatest percentage of enhanced-
comfort coach seating of any domestic airline.

                       About Midwest Air

Oak Creek, Wisconsin-based Midwest Air Group Inc. --
http://www.midwestairlines.com/-- is a holding company of Midwest      
Airlines, Inc.  Midwest Airlines operates a passenger jet airline
that serves destinations throughout the United States from
Milwaukee, Wisconsin and Kansas City, Missouri.  Skyway Airlines,
Inc., dba Midwest Connect, is a wholly owned subsidiary of Midwest
Airlines and serves as the regional airline for the company.  
Midwest Airlines and Midwest Connect constitute the company's
segments.  It has three principal product offerings: Midwest
Airlines Signature Service, Midwest Airlines Saver Service and
Midwest Connect regional service.  As of Dec. 31, 2006, Midwest
Airlines Signature Service operated in 20 cities in the United
States, and Midwest Airlines Saver Service operated in 10 cities.  
Midwest Connect builds feeder traffic and provides regional
scheduled passenger service to cities primarily in the Midwest.  
Its subsidiaries provide aircraft charter services, transport air
freight and mail.  The company has a total of more than 3,000
workers.

As of Sept. 30, 2007, Midwest Air Group listed total assets of
$395,615,000, total liabilities of $331,810,000, and total
stockholders' equity of $63,805,000.


MILLENNIUM TRANSIT: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Millennium Transit Services, LLC
        42 Earl Cummings Loop West
        Roswell, NM 88203

Bankruptcy Case No.: 08-12848

Type of Business: The Debtor is a bus manufacturer.

Chapter 11 Petition Date: August 29, 2008

Court: New Mexico (Albuquerque)

Judge: Mark B. McFeeley

Debtor's Counsel: David T. Thuma, Esq.
                  Jacobvitz, Thuma & Walker, P.C.
                  500 Marquette Avenue NW,  Suite 650
                  Albuquerque, NM 87102-5309
                  Tel: (505) 766-9272
                  Email: mhyman@jtwlawfirm.com

Estimated Assets: $10 million to $50 million

Estimated Debts:  $10 million to $50 million

Debtor's 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
James A. Ludvik                  Trade Debt         $16,000,000
3900 South Teller Street
Lakewood, CO 80235

Texas A&M University             Trade Debt          $1,260,000
702 University Drive
Building E
College Station, TX 77843-1250

Wagner Power Systems             Trade Debt            $566,390
P.O. Box 25007
Albuquerque, NM 87125

Hi-Grade Welding & Manufacturing Trade Debt            $431,550
300 Bond Street
Elk Grove Village, IL 6007

Republic Die & Tool              Trade Debt            $397,071
45000 Van Born Road
Belleville, MI 48112-0039

Barnes Distribution Galleria     Trade Debt            $355,025
& Tower at Erieview
1301 E 19th Street, Suite 700
Cleveland, OH 60055

Parkway Metal Products, Inc.     Trade Debt            $300,000
130 Rawls Road
Des Plains, IL 60018

Thermo King Corp                 Trade Debt            $285,500
314 W 90th Street                Trade Debt            $285,500
Minneapolis, MN 55420

Ricon Corporation                Trade Debt            $192,193

DTH Enterprises                  Trade Debt            $147,000

CBIZ Accounting One Boulder      Trade Debt            $143,693

New Mexico Manufacturing LLC     Trade Debt            $140,126

Fiber Pad, Inc.                  Trade Debt            $137,107

I/O Controls Corp.               Trade Debt            $133,448

AF Friedrichshafen AG            Trade Debt            $130,350

TCS Industries, Inc.             Trade Debt            $104,681

Hydraulic Tubes & Fittings Inc   Trade Debt             $95,107

Metalcraft Industries, Inc.      Trade Debt             $82,065

Hadley Products Corp             Trade Debt             $79,459

Tenneco Automotive 1             Trade Debt             $78,226
International


ML-CFC COMMERCIAL: S&P Lowers Classes P, Q Ratings to 'CCC'
-----------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on seven
classes of commercial mortgage pass-through certificates from ML-
CFC Commercial Mortgage Trust 2006-4. In addition, S&P affirmed
its ratings on the 18 remaining classes from this series.

The downgrades reflect credit concerns with 22 of the 37 loans in
the pool that have reported debt service coverage (DSC) below
1.0x. The downgrades also reflect credit concerns with three loans
($12.3 million) that will have DSCs below 1.0x when their initial
interest-only (IO) periods end and anticipated credit support
erosion upon the eventual resolution of two of the four specially
serviced assets in the pool.

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

There are 37 loans in the pool totaling $691.2 million (15%) with
reported DSCs that are lower than 1.0x. The loans are secured by a
variety of property types with an average balance of $18.7
million. These loans have seen an average decline in DSC of 28%
since issuance. The 22 loans that are credit concerns are secured
by a variety of property types and have experienced a combination
of declining occupancy and higher operating expenses. The
remaining loans have significant debt service reserves or are in
various stages of renovation or lease-up, and S&P expects the net
cash flow available for debt service for these loans to improve in
the future. In addition, there are five loans in the pool ($53.6
million) that will have DSCs below 1.0x when their initial IO
periods end in three to 39 months; S&P is concerned with three of
these loans. The loans are secured by multifamily, retail, and
self-storage properties with an average balance of $4.1 million.
These loans do not have debt service reserves in place.

Four assets ($36.4 million balance) are with the special servicer,
LNR Partners Inc. (LNR); details are:

     -- The Mammoth Airport Business Park loan has a balance of
$22.5 million and additional advances, including interest thereon,
totaling $228,402. The loan is secured by the fee interest in a
273,394-sq.-ft. office property in Las Vegas, Nev. The loan was
transferred to LNR on July 21, 2008, after the borrower requested
forbearance. The loan is 30-plus-days delinquent. Standard &
Poor's expects that the resolution of the asset will result in a
minimal loss.

     -- The Walk at John's Creek loan has a balance of $10.7
million and additional advances, including interest thereon,
totaling $336,783. The loan is secured by a 43,112-sq.-ft. retail
property in Duluth, Ga. The loan is currently 90-plus-days
delinquent and was transferred to LNR on April 10, 2008, due to
monetary default. There is a $2.7 million appraisal reduction
amount (ARA) in effect on the asset; however, LNR has ordered a
new appraisal and will likely amend the ARA once the new appraisal
is finalized. There is a foreclosure sale scheduled for early
September, and Standard & Poor's expects the resolution of the
asset to result in a moderate loss.

     -- The Rib Mountain Shopping Center asset has a total
exposure of $2.5 million and is secured by a 21,930-sq.-ft. retail
property in Wausau, Wis. The asset was transferred to LNR on Aug.
16, 2007, due to monetary default and is in foreclosure. The
property was appraised for $2.9 million in February 2008, and
Standard & Poor's expects the resolution of the asset to result in
a minimal loss.

     -- The Post Whiting Center asset has a total exposure of
$931,830 and is secured by an 8,038-sq.-ft. office property in
Stevens Point, Wis. The asset was transferred to LNR on Aug. 16,
2007, due to monetary default and is in foreclosure. The property
was appraised for $900,000 in February 2008, and there is a
$119,789 ARA in effect on this asset. Standard & Poor's expects
the resolution of the asset to result in a moderate loss.

As of the Aug. 12, 2008, remittance report, the collateral pool
consisted of 277 loans with an aggregate trust balance of $4.50
billion, compared with the same number of loans totaling $4.52
billion at issuance. The master servicers, Midland Loan Services
Inc. (Midland) and Wells Fargo Bank N.A. (Wells Fargo), reported
financial information for 98% of the pool. Ninety-seven percent of
the servicer-provided information was full-year 2007 data.
Standard & Poor's calculated a weighted average DSC of 1.32x for
the pool, down from 1.34x at issuance. There is one 30-days
delinquent loan, one 90-plus-days delinquent loan, and two assets
in foreclosure in the pool, all of which are with LNR and
discussed above. The trust has not experienced any losses to date.

The top 10 loans have an aggregate outstanding balance of $1.577
billion (35%) and a weighted average DSC of 1.23x, down from 1.32x
at issuance. Standard & Poor's reviewed property inspections
provided by the master servicer for eight of the assets underlying
the top 10 exposures. One property was characterized as
"excellent," while the remaining properties were characterized as
"good."

Midland and Wells Fargo reported a watchlist of 24 loans ($671.0
million, 15%). The First Colony Mall loan ($190.5 million, 4%) is
the largest loan on the watchlist and the fourth-largest exposure
in the pool. The loan is secured by 505,371 sq. ft. of a
1,130,648-sq.-ft. regional mall in Sugarland, Texas. The loan
appears on the watchlist because the property reported a DSC of
0.90x and 97% occupancy for the year ended Dec. 31, 2007. Free
rent concessions for some tenants that have since expired had a
negative impact on DSC. We expect DSC to improve this year,
although we don't believe it will reach its level at issuance. In
addition, the loan has a maturity date of Oct. 1, 2011, and
Standard & Poor's has concerns about the loan's potential
refinance risk.

"The Pinnacle Hills Promenade loan ($140.0 million, 3%) is the
second-largest loan on the watchlist and the fifth-largest
exposure in the pool. The loan is secured by a 583,525-sq.-ft.
lifestyle center in Rogers, Ark. The loan appears on the watchlist
because the property reported a DSC of 0.88x and 96% occupancy for
the year ended Dec. 31, 2007. The property was built in 2006.
Leases signed for lower rents than we anticipated at issuance had
a negative impact on DSC. We expect DSC to improve this year,
although we do not believe it will reach its level at issuance. In
addition, the loan has a maturity date of Dec. 8, 2011, and
Standard & Poor's has concerns about the loan's potential
refinance risk," S&P says.

The Central Park Shopping Center loan ($125.0 million, 3%) is the
third-largest loan on the watchlist and the sixth-largest exposure
in the pool. The loan is secured by a 665,200-sq.-ft. retail
property in Fredericksburg, Va. The loan appears on the watchlist
because the property reported a DSC of 1.02x for the year ended
Dec. 31, 2007, and the master servicers believed the Linens 'n
Things Inc. store at the property was scheduled to be closed. The
store will remain open at the property, and the loan will be
removed from the watchlist next month.

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

RATINGS LOWERED

ML-CFC Commercial Mortgage Trust 2006-4
Commercial mortgage pass-through certificates

            Rating
Class    To      From      Credit enhancement (%)
-----    --      ----      ----------------------
J        BB+     BBB-                        3.01
K        BB      BB+                         2.64
L        BB-     BB                          2.51
M        B       BB-                         2.01
N        B-      B+                          1.88
P        CCC+    B                           1.51
Q        CCC     B-                          1.38

RATINGS AFFIRMED
     
ML-CFC Commercial Mortgage Trust 2006-4
Commercial mortgage pass-through certificates
   
Class    Rating            Credit enhancement (%)
-----    ------            ----------------------
A-1      AAA                                30.14
A-2      AAA                                30.14
A-2FL    AAA                                30.14
A-3      AAA                                30.14
A-1A     AAA                                30.14
A-SB     AAA                                30.14
AM       AAA                                20.10
AJ       AAA                                11.68
AJ-FL    AAA                                11.68
B        AA+                                11.43
C        AA                                  9.67
D        AA-                                 8.92
E        A                                   7.41
F        A-                                  6.53
G        BBB+                                5.40
H        BBB                                 4.40
XP       AAA                                  N/A
XC       AAA                                  N/A

   N/A -- Not applicable.


MULBERRY STREET: Fitch Cuts 1 & Removes 2 Note Classes from RWN
---------------------------------------------------------------
Fitch downgrades one class and removes from Rating Watch Negative
two classes of notes issued by Mulberry Street CDO II Ltd./Corp.  
These rating actions are effective immediately:

  -- $27,693,650 class A-1U notes affirmed at 'CCC' and removed
     from Rating Watch Negative;
  -- $73,500,000 class A-2 notes downgraded to 'C' from 'CC' and
     removed from Rating Watch Negative;
  -- $4,142,000 class B-F notes remain at 'C';
  -- $39,745,985 class B-V notes remain at 'C';
  -- $7,383,250 class C notes remain at 'C'.

The downgrade is a result of collateral deterioration within the
portfolio, specifically in subprime residential mortgage-backed
securities.

Mulberry Street II is a cash flow structured finance
collateralized debt obligation that closed on June 26, 2003, and
is managed by Clinton Group, Inc. Based on par values from the
Aug. 5, 2008, trustee report, defaulted securities comprise 27.9%
of the portfolio.  An event of default notice was sent to
noteholders on April 28, 2008, as a result of the class A-1
overcollateralization ratio dropping below 102%.  As of the
Aug. 5, 2008 trustee report, the class A-1 OC ratio was 90.2%.

After the occurrence of an Event of Default, all principal and
interest proceeds have been redirected to pay timely interest due
to the class A-1A, A-1B, A-1U and A-1W notes, followed by the
reduction of the principal balances of such classes until paid in
full.  As a result of this redirection, the class A-2 notes are no
longer receiving timely interest payments and are not expected to
receive future principal repayments.

The class A-1A, A-1B and A-1W notes benefit from a financial
guaranty insurance policy provided by MBIA Insurance Corp.  The
ratings of these classes of notes were withdrawn by Fitch on
June 26, 2008, concurrent with Fitch's withdrawal of the insurer
financial strength rating of MBIA.  The ratings of the class A-1U
and A-2 notes address the timely receipt of scheduled interest
payments and the ultimate receipt of principal as per the
transaction's governing documents.  The ratings on the class B-F,
B-V and C notes address the ultimate receipt of interest payments
and ultimate receipt of principal as per the transaction's
governing documents.

Fitch is reviewing its SF CDO approach and will comment separately
on any changes and potential rating impact at a later date.


MYSTIQUE ENERGY: June 30 Balance Sheet Upside-Down by C$1.3MM
-------------------------------------------------------------
Mystique Energy Inc.'s balance sheet at June 30, 2008, showed
total assets of C$684,126 and total liabilities of C$2,043,892,
resulting in shareholders' deficit of C$1,359,766.

Financial results for the three months ended June 30, 2008,
include:

  -- Cash flow for the three months ended June 30, 2008, was
     C$47,800 compared to C$1,431,500 for the same period of 2007.
    
  -- Net earnings for the three months ended June 30, 2008, was
     C$43,700 compared to a net loss of C$1,464,100 for the
     second quarter of 2007.

Headquartered in Alberta, Canada, Mystique Energy Inc. (MYS:TSX
Venture) -- http://www.mystiqueenergy.ca/-- is a junior oil and  
gas company that had focused on exploration and development of
petroleum and natural gas reserves, with production in western
Alberta.


NA FLASH: 10th Circuit Blocks Preferential Suit Against Palmetco
----------------------------------------------------------------
The U.S. Court of Appeals for the Fifth Circuit affirmed a lower
court decision in the bankruptcy cases of N.A. Flash Foundation,
Inc., refusing to avoid alleged preferential transfers.  The Fifth
Circuit held that the creditor in the case would have received the
same amount in a hypothetical Chapter 7 proceeding as a result of
Texas construction trust fund law as it did in the allegedly
preferential transfers.

NA Flash is a contractor who works directly with property owners
to make concrete foundations for houses. Palmetco, Inc., is a
supplier of re-enforcing steel, which is used by builders in the
foundations of buildings.  Palmetco was a subcontractor on many of
NA Flash's projects.

In October 2003, NA Flash made three transfers of money to
Palmetco in payment of debts that NA Flash owed:

    $5,710.50 on October 3, 2003;
   $10,000.00 on October 6, 2003; and
   $24,100.00 on October 20, 2003.

The payments totaled $39,810.50.

The first two transfers were made by cashier's checks drawn on NA
Flash's general operating account, and the third transfer was made
when NA Flash endorsed a check from Paradise Homes over to
Palmetco. Upon receipt of the checks, Palmetco released its
materialman's liens on various properties and refrained from
filing materialman's liens on other properties.

On December 29, 2003, NA Flash filed for Chapter 7 bankruptcy
before the United States Bankruptcy Court for the Western District
of Texas. NA Flash's bankruptcy trustee, John Patrick Lowe, filed
a lawsuit against Palmetco to recover the three transfers. The
Trustee alleged that he could avoid the transfers because they
were preferential transfers under 11 U.S.C. Section 547(b).

The parties stipulated that the transfers were (1) made for the
benefit of Palmetco, (2) on account of an antecedent debt, (3)
while NA Flash was insolvent, and (4) within 90 days of NA Flash's
Chapter 7 petition.  The parties could not agree on whether the
transfers were "of an interest of the debtor [NA Flash] in
property" and whether the transfers enabled Palmetco to receive
more than it would have received if the transfers had not been
made, the case had been filed under Chapter 7, and Palmetco had
received payment in accordance with the eventual distribution.

The bankruptcy court held a short hearing on May 24, 2005, and
heard testimony from the Trustee, the president of Palmetco, and
Palmetco's attorney. The testimony indicated that, because of the
transfers, Palmetco received 100% of what it was owed, while the
unsecured creditors were going to receive five cents on the
dollar. Palmetco defended the transfers under Texas law regarding
materialman's liens and construction trust funds. Palmetco's
president testified that it was Palmetco's usual practice to
follow all of the requirements for perfecting a materialman's lien
under Texas law whenever NA Flash was late on its payments.  
Palmetco's president also testified that Palmetco was typically
able to recover 100% of the money that it was owed whenever it
used the lien procedures.

The bankruptcy court then took the matter under advisement. On
June 28, 2005, the bankruptcy court issued its decision orally and
made several findings of fact, ultimately deciding that the
Trustee had failed to demonstrate a preferential transfer because
Palmetco would have received the same amount in a bankruptcy
proceeding through either a materialman's lien or a construction
trust fund.

The Trustee appealed to the District Court for the Western
District of Texas. The district court held that Palmetco would
have received the same amount of money under a construction trust
fund theory, but not under a materialman's lien theory.

The Fifth Circuit notes that although the district court styled
its order as affirming in part, reversing in part, and remanding,
the order was essentially an affirmance as it left the bankruptcy
court's judgment intact.

In a 10-page decision, the Fifth Circuit noted that both the
bankruptcy court and the district court used the construction
trust fund concept to conclude that Palmetco would have received
the same amount in a hypothetical Chapter 7 proceeding as it did
from the allegedly preferential transfers. In a hypothetical case,
according to the Fifth Circuit, NA Flash would be required to hold
the amounts received from property owners in trust for its
subcontractors on those projects, including Palmetco, or face
criminal liability for misuse of trust funds. Therefore, in the
hypothetical bankruptcy proceeding, where the court is to presume
everyone will act reasonably, NA Flash would have held any
payments it received on Palmetco projects between October 2003
-- when the transfers hypothetically never took place -- and
December 29, 2003 -- the date of the bankruptcy -- in trust for
Palmetco; otherwise, NA Flash would have faced criminal liability.  
The trust funds would have given Palmetco a priority claim to the
funds in the subsequent bankruptcy proceeding.

The Chapter 7 Trustee argued that Palmetco conceded that it could
not prove a construction trust fund theory and that the district
court refused to make a finding on whether a construction trust
fund theory would apply in this case. The Trustee errs, though, by
conflating two areas in which construction trust funds and
preferential transfers intersect.

According to the Fifth Circuit, construction trust funds can be
used in a hypothetical Chapter 7 proceeding to demonstrate that
Palmetco would have received the same amount in a bankruptcy case
as it did from the allegedly preferential transfers.


NAUTILUS RMBS: Fitch Cuts Ratings & Removes RWN on 7 CDO III
------------------------------------------------------------
Fitch downgrades and removes from Rating Watch Negative seven
classes of notes issued by Nautilus RMBS CDO III Ltd/LLC.  These
rating actions are effective immediately:

  -- $245,817,241 class A-1S to 'CCC' from 'AAA';
  -- $44,177,714 class A-1J to 'C' from 'AAA';
  -- $32,653,093 class A-2 to 'C' from 'A+';
  -- $13,925,584 class A-3V to 'C' from 'BBB';
  -- $3,841,540 class A-3F to 'C' from 'BBB';
  -- $15,846,354 class B to 'C' from 'BB';
  -- $4,801,925 class C to 'C' from 'B+' .

Fitch's rating actions reflect the credit deterioration within the
portfolio and underlying exposure to Alternative-A and subprime
residential mortgage-backed securities.

Nautilus III is a static cash flow collateralized debt obligation  
that closed on July 12, 2006 and is managed by RCG Helm LLC.
Presently, 34.5% of the portfolio consists of U.S. prime RMBS,
56.1% Alt-A RMBS and 9.4% subprime RMBS.

Since Nov. 21, 2007, approximately 46.3% of the portfolio has been
downgraded with 10.5% of the portfolio currently on Rating Watch
Negative. Of the portfolio, 51.5% is now rated below investment
grade, with 1.91%, 23.01% and 6.65% of prime, Alt-A and subprime
RMBS rated 'CCC+' or below, respectively.  Overall, 48.8% of the
assets in the portfolio now carry a rating below the rating
assumed in Fitch's November 2007 review.

The collateral deterioration has caused each of the
overcollateralization tests to fall below 100% and fail their
respective triggers.  As of the trustee report dated July 31,
2008, the senior OC ratio was 96.4%, the class A-3 OC ratio was
91.4% and the class B OC ratio was 87.3%.  Fitch received notice
that the senior OC ratio fell below 91.8% on Aug. 7, 2008 which
caused an Event of Default (EOD) to occur.  As a result of the
EOD, the controlling class, currently the class A-1S notes, and
each hedge counterparty have elected to accelerate the notes and
direct the sale and liquidation the portfolio.  The liquidation is
expected to be completed by October 2008.

Proceeds from the sale of the collateral will be first used to pay
administrative fees and hedge termination payments, followed by
interest and principal distributions to the class A-1S notes.
Fitch expects that the proceeds from the liquidation of the
collateral will be insufficient to pay the class A-1S notes in
full.  The remaining classes are not expected receive interest or
principal distributions going forward.  The downgrades to the
rated notes reflect Fitch's updated view of the default risk
associated with each of the notes.


NAUTILUS RMBS: Fitch Downgrades 8 Classes of CDO IV; Resolves RWN
-----------------------------------------------------------------
Fitch Ratings downgraded and removed from Rating Watch Negative
eight classes of notes issued by Nautilus RMBS CDO IV, Ltd/LLC.  
These rating actions are effective immediately:

  -- $377,821,782 class A-1S notes to 'B' from 'AAA';
  -- $69,651,955 class A-1J notes to 'CCC' from 'AAA';
  -- $51,271,578 class A-2 notes to 'CC' from 'AA';
  -- $28,054,259 class A-3 notes to 'C' from 'BBB';
  -- $20,073,306 class B-V notes to 'C' from 'BB';
  -- $5,804,330 class B-F notes to 'C' from 'BB';
  -- $15,478,212 class C-V to 'C' from 'B+';
  -- $3,869,533 class C-F to 'C' from 'B+'.

Fitch's rating actions reflect the credit deterioration within the
portfolio and underlying exposure to Alternative-A and subprime
residential mortgage-backed securities.

Nautilus IV is a static cash flow collateralized debt obligation
that closed on March 15, 2007, and is managed by RCG Helm LLC.
Presently, 38.5% of the portfolio consists of U.S. prime RMBS,
53.8% Alt-A RMBS and 7.7%% subprime RMBS.

Since Nov. 21, 2007, approximately 45.8% of the portfolio has been
downgraded with 8.6% of the portfolio currently on Rating Watch
Negative.  Of the portfolio, 54.3% is now rated below investment
grade, with 1.95%, 25.26% and 6.87% of prime, Alt-A and subprime
RMBS rated 'CCC+' or below, respectively.  Overall, 47.4% of the
assets in the portfolio now carry a rating below the rating
assumed in Fitch's November 2007 review.

The collateral deterioration has caused each of the
overcollateralization ratios to fall below 100% and fail their
respective triggers.  As of the trustee report dated July 31,
2008, the Senior OC ratio was 91.2%, the class A-3 OC ratio was
86.4% and the class B OC ratio was 82.3%.  As a result of the
senior OC test failure, interest proceeds remaining after paying
class A-2 interest are being diverted to pay class A-1S principal
and will continue to do so until the senior OC test is cured.  The
class A-3, B and C notes are currently deferring interest and are
not expected to receive interest or principal proceeds going
forward.  The downgrades to the rated notes reflect Fitch's
updated view of the default risk associated with each of the
notes.


NEWPORT WAVES: Fitch Cuts Ratings for Sub-Classes of CDO Series 3
-----------------------------------------------------------------
Fitch Ratings has downgraded these sub-classes of Newport Waves
CDO Series 3 and removed the notes from Rating Watch Negative.  
These rating actions are effective immediately:

  -- CLP2,589,500,000 sub-class A6-CLP credit-linked notes due
     2017, to 'BBB-' from 'A';
  -- CLP5,401,000,000 sub-class A7-CLP credit-linked notes due
     2017, to 'BB+' from 'A-'.

The actions reflect Fitch's view on the credit risk of the rated
notes after the release of its new corporate CDO rating criteria.

Key drivers of this transaction's credit risk include portfolio
migration risk, with 5% of the portfolio currently on Rating Watch
Negative and 21% of the portfolio with a Negative Outlook.  Fitch
also notes the industry concentration of 34.5% in the
underperforming sector of banking & finance.

The portfolio has experienced negative rating migration, resulting
in an average portfolio quality of 'BBB' compared to 'A-/BBB+' at
the closing date in April 2007.  Since the notes were placed on
Rating Watch Negative in May 2008, 12.3% of the portfolio has
experienced further downgrades.  In addition, 7.8% of the
portfolio carries a rating below investment grade.  This compares
to current credit enhancement levels of 5.2% and 4.9% for sub-
classes A6-CLP and A7-CLP, respectively.

As per Fitch's May 14 press release, the Rating Watch Negative
status indicated a possible downgrade to the 'BBB' category for
sub-class A6-CLP and the 'BB' category for sub-class A7-CLP if
there were no significant changes prior to a resolution of the
Watch status.  Since then, Pacific Investment Management Company
LLC, as portfolio manager, executed substitutions on the reference
portfolio, replacing 12 obligors with 11 obligors (approximately
8% of the portfolio) of higher credit quality.  However, key
drivers of credit risk remained relatively unchanged, as the
portfolio has experienced further downgrades, causing the overall
credit profile of the sub-classes to be maintained.

Newport Waves CDO (the issuer) is a managed synthetic
collateralized debt obligation referencing a portfolio of
primarily investment grade corporate obligations.  At close,
proceeds from the issuance of the notes were used to enter into a
guaranteed investment contract with MBIA Inc., which is insured by
MBIA Insurance Corp., to collateralize the credit default swap
between the issuer and Bear Stearns Credit Products Inc., whose
obligations are guaranteed by Bear Stearns Companies, LLC (rated
'AA-/F1+' by Fitch).  Additional collateral has been posted and is
marked to market on at least a weekly basis to maintain collateral
levels required by the investment agreement.  The portfolio is
managed by PIMCO (investment grade corporate CDO asset manager
rating of 'CAM1-' by Fitch).

Fitch released updated criteria on April 30 for corporate CDOs
and, at that time, noted it would be reviewing its ratings
accordingly to establish consistency for existing and new
transactions.  As part of this review, Fitch makes standard
adjustments for any names on Rating Watch Negative or with a
Negative Outlook, downgrading such ratings for default analysis
purposes by two and one notches, respectively.  Fitch has
previously noted that its review will be focused first on ratings
most exposed to risks it has highlighted in its updated criteria.
Consequently, Fitch placed the notes on Rating Watch Negative on
May 14.  As indicated, resolution of the Rating Watch Negative
status depends on any plans managers/arrangers may choose to
modify either the structure or the portfolio.  In this case, the
manager executed trades in the portfolio.


NIR DIAGNOSTICS: June 30 Balance Sheet Upside-Down by C$2.3MM
--------------------------------------------------------------
NIR Diagnostics Inc.'s balance sheet at June 30, 2008, showed
total assets of C$588,000 and total liabilities of C$2,932,000,
resulting in a shareholders' deficit of C$2,344,000

NIR Diagnostics reported its operational and financial results for
the six-month period ended on June 30, 2008.

For the three-month period ended June 30, 2008, the company
incurred a net loss from operations of C$899,000 compared with a
net loss of C$783,000 for the three-month period ended June 30,
2007.  For the six-month period ended June 30, 2008, the company
incurred a net loss of C$1,667,000 compared with a net loss of
C$1,724,000 for the corresponding period last year.
    
Revenue for the three-month and six-month periods ended June 30,
2008, was C$49,000 and C$73,000, compared with C$31,000 and
C$105,000 for the corresponding periods in 2007.  During the
second quarter, NIR Diagnostics generated 30,000 in revenue from
initial product sales of HemoNIR(TM) in Europe by its distribution
partner.
    
As of June 30, 2008, the company had cash and cash equivalents
totaling C$294,000 to fund ongoing cash requirements of the
business.  Subsequent to the end of the quarter the company
completed a loan financing which provided new capital of
C$256,000. The company will require additional funds during the
third quarter 2008 to continue operations.

                       About NIR Diagnostics

Based in Ontario, Canada, NIR Diagnostics Inc. (TSX Venture: NID)
-- http://nirdiagnostics.com/-- is an innovator in the  
development of near-infrared, spectroscopic medical diagnostics.  
The company has a portfolio of optical, electronic and algorithm
related patents in the field of in-vitro and in-vivo blood
analysis.


NORTHWESTERN CORP: Discloses Results of Surplus Distribution
------------------------------------------------------------
NorthWestern Corp., the parent company of utility NorthWestern
Energy, disclosed Thursday the results of distributing the surplus
in an unsecured creditors' reserve account established in
connection with the company's 2004 Chapter 11 bankruptcy
reorganization, ArgusLeader.com reports.

Creditors who did not elect to take their pro rata share in the
form of stock will receive their share of the surplus distribution
in cash from about 1.1 million shares of NorthWestern stock held
in the creditors' reserve.

Creditors who elected to take their portion of the surplus in
stock accounted for 1.2 million shares of NorthWestern stock.
NorthWestern expects to complete the surplus distribution by next
month.

NorthWestern also has said it plans to complete its previously
disclosed 3.1 million share buy-back program by Dec. 31.  It plans
to acquire 1.2 million shares to complete the buy-back program.

                    About NorthWestern Energy

Based in Sioux Falls, South Dakota, NorthWestern Corporation
(Nasdaq: NWEC) -- http://www.northwesternenergy.com/-- is a      
provider of electricity and natural gas in the Upper Midwest and
Northwest, serving approximately 650,000 customers in Montana,
South Dakota and Nebraska.  The Debtor filed for Chapter 11
petition on Sept. 14, 2003 (Bankr. D. Del. Case No. 03-12872)
Scott D. Cousins, Esq., Victoria Watson Counihan, Esq., and
William E. Chipman, Jr., Esq., at Greenberg Traurig LLP, and Jesse
H. Austin, III, Esq., and Karol K. Denniston, Esq., at Paul,
Hastings, Janofsky & Walker LLP, represent the Debtor in its
restructuring efforts.  Kurtzman Carson Consultants LLC serves as
the Debtor's notice and claims agent.

NorthWestern filed a plan of reorganization and disclosure
statement with the U.S. Bankruptcy Court for the District of
Delaware.  The Court confirmed the Plan on Oct. 8, 2004, and the
Court's order was entered on Oct. 20, 2004.  On Nov. 1, 2004,
NorthWestern's plan of reorganization became effective and the
company emerged from Chapter 11.


NRG LTD: Voluntary Chapter 11 Case Summary
------------------------------------------
Debtor: NRG, LTD
        22045 South Highway 550
        Montrose, CO 81403

Bankruptcy Case No.: 08-23049

Chapter 11 Petition Date: August 27, 2008

Court: District of Colorado (Denver)

Judge: A. Bruce Campbell

Debtor's Counsel: Lee M. Kutner
                  (lmk@kutnerlaw.com)
                  303 East 17th Avenue, Suite 500
                  Denver, CO 80203
                  Tel: (303) 832-2400

Estimated Assets: $1 million to $10 million

Estimated Debts: $1 million to $10 million

The Debtor's list of its largest unsecured creditors is available
for free at http://bankrupt.com/misc/COb08-23049.pdf


OWENS CORNING: Transfer of Y. Cox's Case to Michigan Approved
-------------------------------------------------------------
Judge John Fullam of the United States District Court for the
Eastern District of Pennsylvania withdrew the reference of
proceedings related to Claim No. 2853 filed by Yvonne Cox for
$1,141,900 to the U.S. District Court for the District of
Delaware.

Claim No. 2853 is a personal injury claim allegedly arising from
injuries Ms. Cox sustained while working at the Debtors'
manufacturing plant in Grand Rapids, Michigan.  Ms. Cox was an
employee of Commercial Cleaning Company, which was contracted by
the Debtors to perform cleaning services at their Grand Rapids
plant.

The proceedings related to Claim No. 2853 was docketed in the  
Delaware District Court as Civil Action No. 07-714, Owens Corning
et al., as plaintiff, and Mr. Cox as defendant.

Ms. Cox subsequently asked Judge Fullam to transfer the venue of
the Civil Action from the Delaware District Court to the U.S.
District Court for the Western District of Michigan.  

Ms. Cox's counsel, William A. Hazeltine, D. Sullivan, Esq., at
Sullivan Hazeltine Allinson LLC, in Wilmington, Delaware,
asserted before Judge Fullam that since Ms. Cox is a resident of
the City of Granville, Michigan, the injuries she sustained made
traveling between Delaware and Michigan difficult for her.  Mr.
Hazeltine added that the travel between Delaware and Michigan was
financially burdensome for Ms. Cox because she would pay for her
counsel's traveling expenses to Delaware if she had to attend the
claim trial in Delaware.

Mr. Hazeltine further argued that substantially all the witness
for the trial were located in Michigan and would likely be beyond
the Delaware District Court's subpoena power.  Moreover, he said,
all the books and records necessary for the trial were in
Michigan, which would make discovery less costly as compared to
Delaware.

In addition, Mr. Hazeltine avers, the Debtors are large
corporations with no significant physical contacts to Delaware
and their headquarters is located in Toledo, Ohio, which is
closer to Michigan than to Delaware.

The Debtors informed the Delaware District Court that they do not
oppose Ms. Cox's' venue transfer request of the Civil Action to
the Michigan District Court.

Accordingly, Judge Fullam granted Ms. Cox's venue transfer
request.

                  Y. Cox Seeks $75,000 Judgment

In a stipulation approved by Judge Ellen S. Carmody of the U.S.
District Court for the Western District of Michigan, the Debtors
consented to Yvonne Cox's filing of a complaint against them in
the Michigan District Court.  The Complaint is designated Civil
Action No. 08-00102.

Under the Complaint, Ms. Cox relates that she sustained injuries
while working at the Debtors' plant in Grand Rapids, Michigan.

On Ms. Cox's behalf, R. Kevin Thieme, Esq., in Grand Rapids,
Michigan, asserts that Ms. Cox's injuries are results of the
Debtors' negligent practices at the plant.  Ms. Cox maintains
that she sustained serious and permanent at the Debtors' plant
when one of the Debtors' employees pushed a large Styrofoam block
that struck her while she was walking in an aisle.

Mr. Thieme contends that the Debtors did not train their
employees to watch and identify for any people known to be
walking within the plant before those employees push or kick over
large Styrofoam blocks  Furthermore, Mr. Thieme says, the Debtors
did not use appropriate alarm systems in the plant to alert
people that large Styrofoam blocks were being kicked or pushed
over in the pedestrian walkways.  The Debtors' employees would
push the blocks in a careless manner, causing the blocks to fall
outside of safety lines where pedestrian traffic would occur, he
notes.

Accordingly, Ms. Cox asks the Michigan District Court to award
them more than $75,000 in damages against the Debtors, plus
interests, costs, and attorney's fees.  Ms. Cox also seeks a jury
trial.

                          Debtors Reply

The Debtors ask the Michigan District Court to dismiss Ms. Cox's
Complaint.

On the Debtors' behalf, Ronald Wagner, Esq., at Kitch Drutchas
Wagner Valitutti & Sherbrook, in Detroit, Michigan, maintains
that although Ms. Cox's injuries were caused by a Styrofoam
block, the Debtors' employees performed their job duties in a
non-negligent manner; are properly trained; and followed all
safety requirements while working at the plant.

Mr. Wagner insists that it was Ms. Cox who failed to adhere to
verbal warnings from the Debtors' employees and from an audio
alarm that a Styrofoam block was being prepared to be moved.  Mr.
Wagner says Ms. Cox failed to walk in the proper and safe
location in the facility and failed to follow safety procedures.

Mr. Wagner adds that after the accident happened, Ms. Cox failed
to follow the Debtors' recommendation to be taken by ambulance to
a health care facility to minimize her injuries.  Instead, Ms.
Cox agreed to be taken to a hospital in a vehicle that was not an
ambulance.

Therefore, the Debtors believe that Ms. Cox was more than %50 at
fault for the injuries she sustained, she should not be entitled
to non-economic damages, and any recovery to her should be
diminished in whole or in part.

                         Agreed Deadlines

In a separate filing, the Debtors and Ms. Cox submitted to the
Michigan District Court a joint status report on the pending
Complaint.  Under the Joint Status Report, the parties state that
they agree to set August 23, 2008, as the deadline for the filing
of all joinder motions to Civil Action No. 08-00102 and for the
filing of all motions to amend pleadings.

Ms. Cox expects to furnish the names of her expert witnesses by
August 23, while the Debtors aim to furnish the names of their
expert witnesses no later than September 23.

The parties agree to set June 23, 2008, as the deadline for:

  (a) Ms. Cox to provide medical records directly to the Debtors
      or for the Debtors to provide her with specific medical
      providers and for Ms. Cox to provide medical authorizations
      to those medical providers;

  (b) Ms. Cox to provide the Debtors with current photographs of
      injuries scarring and, if requested, past photographs of
      injuries;

  (c) Ms. Cox to provide the Debtors with tax returns or tax
      authorization forms that she has signed;

  (d) the Debtors to provide Ms. Cox with copies of any contracts
      between the Debtors and her employer and copies of any
      material given to Ms. Cox' s employer or by her to the
      Debtors;

  (e) the Debtors to give Ms. Cox any accident reports that they
      or any of their employees filled out regarding her
      accident; and

  (f) the Debtors to provide Ms. Cox with any pictures they have
      taken at the scene of the accident.

Ms. Cox and the Debtors don't contemplate dispositive motions at
present time.  No settlement negotiations are ongoing due to the
ongoing discovery in the case.  Facilitative mediation sessions
between the parties have been continued to January 20, 2008.

Headquartered in Toledo, Ohio, Owens Corning fka Owens Corning
(Reorganized) Inc. (NYSE: OC) -- http://www.owenscorning.com/--
is a producer of residential and commercial building materials and
glass fiber reinforcements, and other similar materials for
composite systems.  The company has operations in 26 countries.

The company filed for chapter 11 protection on Oct. 5, 2000
(Bankr. D. Del. Case. No. 00-03837).  Norman L. Pernick, Esq., at
Saul Ewing LLP, represented the Debtors.  Elihu Inselbuch, Esq.,
at Caplin & Drysdale, Chartered, represented the Official
Committee of Asbestos Creditors.  James J. McMonagle served as the
Legal Representative for Future Claimants until June 20, 2007.  
Mr. McMonagle was replaced by Michael J. Crames.  Mr. Crames
served as Mr. McMonagle's counsel until July 2005, when he retired
from the law firm Kaye Scholer LLP.

On Sept. 28, 2006, the Honorable John P. Fullam, Sr., of the U.S.
District Court for the Eastern District of Pennsylvania affirmed
the order of Honorable Judith Fitzgerald of the U.S. Bankruptcy
Court for the District of Delaware confirming Owens Corning's
Sixth Amended Plan of Reorganization.  The Plan took effect on
Oct. 31, 2006, marking the company's emergence from Chapter 11.

Reorganized Owens sought on July 25, 2008, from the Delaware
Bankruptcy Court a final decree closing the Chapter 11 cases of 17
of its affiliates.  Only the Chapter 11 case of Owens Corning
Sales, LLC, formerly known as Owens Corning, under Case No.
00-03837 will remain open.  The Court is set to rule on the
request on Sept. 3.

(Owens Corning Bankruptcy News; Bankruptcy Creditors' Service
Inc., Issue No. 174, http://bankrupt.com/newsstand/or
215/945-7000)


PCG SUMMIT LAKELINE: Files for Chapter 11 to Avoid Foreclosure
--------------------------------------------------------------
PCG Summit-Lakeline Station, L.P.'s newly found investor may help
the company keep its planned $400 million Lakeline Station in
Northwest Austin and stave off a foreclosure of the facility, Kate
Miller Morton of the American-Statesman reports.  The Lakeline
Station is intended to be one of the first high-density
residential and commercial developments along a new commuter rail
line, Statesman writes.

According to the report, the Debtor filed its chapter 11 petition
before the scheduled foreclosure of almost half of the property.

Landowner William Savage, foreclosed on 141 acres of the site in
July 2008 after Pacific Summit missed at least one quarterly
payment, Statesman says.  The Debtor had bought the rest of the
property outright from Mr. Savage.

HomeFed Corp. in Carlsbad, California currently owns the general
partnership interest in PCG Summit-Lakeline Station, Statesman
relates.  Paul Borden is the current chief executive and president
of HomeFed.

The Statesman says that HomeFed also underwent reorganization.  It
filed for bankruptcy in 1992 after its largest operations at
HomeFed Bank collapsed.  HomeFed emerged from bankruptcy
in the mid-1990s, and became a development company, Statesman
notes.  HomeFed develops and manages the San Elijo Hills mixed-use
project in San Diego County.  It also partly plans the Otay Ranch
development near Chula Vista, California.

The Statesman says that the role of PCG's original partners,
William Lo and Steve Levenson, in Lakeline Station is unclear.  
Messrs. Lo and Levenson formed Pacific Summit in 2005 and invested
at least $100 million in real property on which to build homes.  
Mr. Lo, according to the report, filed for personal bankruptcy in
California.

Based on the report, since November 2007, about two dozen
suppliers have secured or attempted to secure liens on PCG's
properties, including Pacific Century Homes.  Early this year, the
Debtor's lenders foreclosed on a property at Highland Meadows, 230
acres between U.S. 183 and Texas 29.  Colonial Bank seized the
Debtor's Fairways at Steiner Ranch, planned to have 88 homes.  The
Debtor's Northwoods at Lakeline property, which is 178 acres of
lot adjacent to Lakeline Station, is set for foreclosure, the
Statesman relates.

                          About PCG Summit

Costa Mesa, California-based PCG Summit-Lakeline Station, L.P. is
a single real asset entity.  It filed its chapter 11 petition on
Aug. 4, 2008 (Bankr. C.D. Calif. Case No. 08-14588).  Judge
Theodor Albert presides over the case.  Eric D. Goldberg, Esq.,
represents the Debtor in its restructuring efforts.  The Debtor
estimated both its assets and debts to be between $10,000,000 and
$50,000,000.  The Debtor's largest unsecured creditor is
Diversified Pacific Opportunity Fund, which is owed $10,600,000.


PHH MORTGAGE: Fitch Puts Privately Offered Class B-5 'B' Rating
---------------------------------------------------------------
Fitch rates PHH Mortgage Trust, series 2008-CIM2 residential
mortgage pass-through certificates:

-- $142,766,357 classes 1-A-1, 1-A-2, 2-A-1, 2-A-2, 3-A-1, 3-A-2,
    4-A-1, 4-A-2, 5-A-1, 5-A-2, A-X, 4-A-X, 5-A-X and A-PO 'AAA'
    ('senior certificates');
-- $4,157,000 privately offered class B-1 'AA';
-- $1,436,000 privately offered class B-2 'A';
-- $604,000 privately offered class B-3 'BBB';
-- $1,209,000 privately offered class B-4 'BB'; and
-- $303,000 privately offered class B-5 'B'.

This transaction closed on July 25, 2008.

The 'AAA' rating on the senior certificates reflects the 5.55%
subordination provided by the 2.75% privately offered B-1 class,
the 0.95% privately offered B-2 class, the 0.40% privately offered
B-3 class, the 0.80% privately offered B-4 class, the 0.20%
privately offered B-5 class and the 0.45% privately offered and
non-rated B-6 class.  Fitch believes the above credit enhancement
will be sufficient to cover credit losses.  In addition, the
ratings reflect the quality of the mortgage collateral, the
strength of the legal and financial structures, and the
capabilities of Wells Fargo Bank, N.A. (Well Fargo) as master
servicer (rated 'RMS1' by Fitch).

The mortgage pool consists primarily of 214 recently originated,
fixed and adjustable rate, conventional, first lien, one - to
four-family, residential mortgage loans, a substantial majority of
which have original terms to maturity of 30 years.  As of the cut-
off date, the pool had an aggregate principal balance of
approximately $151,155,361.  The average loan balance is $706,333
and the weighted average original loan-to-value ratio (OLTV) for
the mortgage loans in the pool is approximately 72.30%.  The
weighted average FICO credit score for the pool is approximately
749. Cash-out and rate/term refinance loans represent 17.86% and
31.28% of the pool, respectively.  Second and investor-occupied
homes account for 9.48% and 0.29% of the pool, respectively.  The
states that represent the largest geographic concentration are
California (23.39%), Illinois (9.89%) and New Jersey (7.70%).

For federal income tax purposes, elections will be made to treat
the trust fund as one or more real estate mortgage investment
conduits (REMICs).  LaSalle Bank, N.A. will act as Trustee and
Wells Fargo Bank, N.A. will act as securities administrator and
master servicer for the trust.


PIERRE FOODS: Can Hire Kirkland & Ellis LLP as Bankruptcy Counsel
-----------------------------------------------------------------
Pierre Foods Inc. and its debtor-affiliates obtained permission
from the U.S. Bankruptcy Court for the District of Delaware to
employ Kirland & Ellis, LLP, as their bankruptcy attorneys.

Kirkland & Ellis is expected to advise the Debtors on their powers
and duties as debtors-in-possession, and on the conduct of their
cases.  The firm is also expected to attend meetings and negotiate
with all parties involved in the Debtor's cases, prosecute actions
on their behalf and defend them, prepare pleadings related to
their cases, among other necessary legal services.

Jonathan S. Henes, Esq., a partner at Kirkland & Ellis, told the
Court that the firm will bill the Debtors these hourly rates:

      Partners                $500 - $975
      Counsel                 $380 - $870
      Associates              $275 - $595
      Paraprofessionals       $120 - $260

Mr. Henes assured the Court that the firm does not represent any
interest adverse to the Debtors' estates.

                        About Pierre Foods

Based in Cincinnati, Ohio, Pierre Foods, Inc. --
http://www.pierrefoods.com-- manufactures and sells ready-to-cook
and pre-cook products.  The company and and 13 of its affiliates
filed for Chapter 11 protection on July 15, 2008 (Bankr. D. Del.
Lead Case No. 08-11469).  Paul Noble Heath, Esq., at Richards,
Layton & Finger P.A., represents the Debtors in their
restructuring efforts.  The Debtors selected Kurtzman Carson
Consultants LLC as their claims agent.  When the Debtors filed for
protection against their creditors, they listed estimated assets
between $500 million and $1 billion, and estimated debts between
$100 million and $500 million.


PORTOLA PACKAGING: Moody's Lowers POD Rating to D from Ca
---------------------------------------------------------
Moody's Investors Service lowered the Probability of Default
Rating for Portola Packaging, Inc. to D following the company's
announcement that it filed a voluntary petition for Chapter 11
reorganization.  Moody's will withdraw all the company's ratings
within several days.

Moody's took these rating actions:

   -- Downgraded, Probability of Default Rating, to D from Ca

The company announced that holders of approximately 90% of the
principal amount of its 8-1/4% Senior Notes due 2012 agreed to a
restructuring of the company as outlined in the previously
announced restructuring agreement dated July 24, 2008.  According
to the plan, holders of the Senior Notes will receive 100% of the
common stock of reorganized Portola in exchange for their claims.
Wayzata Investment Partners LLC is expected to be Portola's
controlling shareholder upon its emergence from bankruptcy.  The
company anticipates completing its pre-packaged reorganization and
emerging from Chapter 11 in mid-October 2008.

Portola also announced that it has reached agreement with its
existing secured lenders to provide a $79 million debtor-in-
possession facility to pay off the outstanding indebtedness under
the existing secured facilities and finance its ongoing
operations.

Moody's had previously downgraded the Corporate Family Rating and
other ratings of Portola on July 25, 2008, following the company's
announcement that it intended to file for bankruptcy.

Portola Packaging, Inc. designs, manufactures, and markets a broad
range of products and services including tamper evident plastic
closures, bottles, and related equipment and services for the
dairy, fruit juice, bottled water, sports drinks, and other non-
carbonated beverage markets.  Headquartered in Batavia, Illinois,
Portola had consolidated revenue of approximately $280 million for
the 12 months ended Feb. 29, 2008.


PRC LLC: Investor Sues Former Parent IAC for Non-Disclosure
-----------------------------------------------------------
PRC LLC buyer Diamond Castle Holding LLC has filed a lawsuit
against seller Barry Diller's IAC/InterActive Corp. seeking
$135 million in damages and claiming IAC's failure to disclose the
true business nature of PRC, various sources report.

Fourteen months following Diamond Castle's purchase of call center
operator PRC from IAC for $278 million, PRC filed for bankruptcy
in January 2008.  PRC's Chapter 11 proceeding and emergence used
up most of Diamond Castle's $105 million investment, Patrick
Danner of the Miami Herald writes.

Cellular News discloses that during sale negotiations, Diamond
Castle was led to believe that a PRC-Verizon Wireless contract
would generate $48 million revenue and would earn $8 million
profit.  Instead, Diamond Castle lost $18 million in 2007.

In addition, sources report that Diamond Castle claims that IAC
hid woes relating to staff retention and wages.  Moreover, Verizon
threaten to pull out its contract due to the poor performance of
the call center company.

The Miami Herald quoted Diamond Castle as saying "Had IAC or PRC
disclosed the true circumstances surrounding the Verizon Wireless
contract . . . , as they were contractually obligated to do, we
would not have proceeded with the PRC acquisition."

                       About Diamond Castle

Headquartered in New York City, Diamond Castle Holdings LLC --
http://www.dchold.com/-- is a private equity investment firm that  
works in partnership with management teams to execute leveraged
buyouts and make growth capital and equity-like investments in
public and private companies.  The company invests across a wide
range of industries, with particular focus on the energy and
power, financial services, media and communications, and
healthcare sectors.

                            About IAC

IAC/InterActiveCorp (Nasdaq: IACI) -- http://iac.com/-- operates
a portfolio of specialized and global brands in the sectors:
Retailing, which includes the United States and International
segments; Services, which includes the Ticketing, Lending, Real
Estate, Teleservices and Home Services reporting segments; Media &
Advertising, and Membership & Subscriptions, which includes the
Vacations, Personals and Discounts reporting segments.

                           About PRC LLC

Founded in 1982 and based in Fort Lauderdale, Florida, PRC, LLC --
http://www.prcnet.com/-- provides customer management solutions.   
PRC markets its services to brand-focused, Fortune 500 U.S.
corporations and delivers these services through a global network
of call centers in the U.S., Philippines, India, and the Dominican
Republic.

PRC is the sole member of each of PRC B2B, LLC, and Precision
Response of Pennsylvania, LLC, and the sole shareholder of Access
Direct Telemarketing, Inc., each of which is a debtor and debtor-
in-possession in PRC's joint Chapter 11 cases.

Panther/DCP Intermediate Holdings, LLC, is the sole member of
PRC.

PRC, together with its operating subsidiaries PRC B2B, Access
Direct, and PRC PA, provides complex, consultative, outsourced
services in the Customer Care and Sales & Marketing segments of
the business process outsourcing industry.  Since 1982, the
company has acquired and grown customer relationships for some of
the world's largest and most brand-focused corporations in the
financial services, media, telecommunications, transportation, and
retail industries.

The company and four of its affiliates filed for Chapter 11
protection on Jan. 23, 2008 (Bankr. S.D.N.Y. Lead Case No. 08-
10239).  Alfredo R. Perez, Esq., at Weil, Gotshal & Manges, LLP,
represents the Debtors in their restructuring efforts.  The
Debtors chose Stephen Dube, at CXO LLC, as their restructuring and
turnaround advisor.  Additionally, Evercore Group LLC provides
investment and financial counsel to the Debtors.

The Debtors' consolidated financial condition as of Dec. 31, 2007
showed total assets of $354,000,000 and total debts of
$261,000,000.

The Debtors submitted to the Court a Chapter 11 Plan of
Reorganization on Feb. 12, 2008.  On June 20, 2008, the Court
entered an order confirming the Debtors' Plan.


REBECCA PARSONS: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Rebecca Martel-Parsons
        aka Ola Rebecca Martel-Parsons
        aka Ola Rebecca Martel
        601 Putter Lane
        Longboat Key, FL 34228

Bankruptcy Case No.: 08-12942

Chapter 11 Petition Date: August 27, 2008

Court: Middle District of Florida (Tampa)

Debtor's Counsel: R. John Cole, II, Esq.
                  (rjc@rjcolelaw.com)
                  R. John Cole, II, PA
                  46 North Washington Boulevard, Suite 24
                  Sarasota, FL 34236
                  Tel: (941) 365-4055
                  Fax: (941) 365-4219

Estimated Assets: $1 million to $10 million

Estimated Debts: $1 million to $10 million

A copy of the Debtor's petition that includes a list of its
largest unsecured creditors is available for free at:

             http://bankrupt.com/misc/FLmb08-12942.pdf


RONALD RAY RUMINSON: Case Summary & 14 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Ronald Ray Ruminson
        40379 Road 96
        Dinuba, CA 93618

Bankruptcy Case No.: 08-15222

Chapter 11 Petition Date: August 26, 2008

Court: Eastern District of California (Fresno)

Judge: Whitney Rimel

Debtor's Counsel: Hilton A. Ryder, Esq.
                  5 River Park Place East
                  PO Box 28912
                  Fresno, CA 93729-8912
                  Tel:(559) 433-1300

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

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

A copy of Ronald Ray Ruminson's petition is available for free at:

      http://bankrupt.com/misc/caeb08-15222.pdf


RYAN GOLF: Has $1.4 Mil. Bid for Real Estate & Liquor License
-------------------------------------------------------------
Ryan Golf, L.P., has agreed to sell certain real property located
at 825 Commonwealth Avenue in West Mifflin, Pa., which is
comprised of three parcels with approximately 163 acres and any
structures or buildings thereon, including certain personal
property and a club liquor license for $1,400,000.  A hearing to
consider the transaction will be held on Sept. 19, 2008, at 11:00
a.m. in Pittsburgh before the Hon. Judith K. Fitzgerald.  The
Court may entertain higher and better offers at the hearing.

To request an appointment to examine the property, or for any
further information, contact the Debtor's counsel:

         Robert O. Lampl, Esq.
         960 Penn Avenue, Suite 1200
         Pittsburgh, PA 15222
         Telephone (412) 392-0330
         Fax (412) 392-0335

Ryan Golf, L.P., the home of the Westwood Golf Club --
http://www.westwoodgolfclub.net/-- filed for chapter 11  
protection (Bankr. W.D. Pa. Case No. 07-26264) on Oct. 3, 2007.


S & A RESTAURANT: Safeco Wants to Terminate Surety Bonds
--------------------------------------------------------
Safeco Insurance Company of America issued surety bonds to S & A
Restaurant Corp. and its debtor-affiliates and in favor of state
taxing authorities, utility companies and other obligees as
necessary for the operation of the Debtors' restaurant businesses.

Furthermore, Safeco issued the Bonds pursuant to a General
Indemnity Agreement executed by the Debtors.  As collateral for
their obligations under the Indemnity Agreement, the Debtors
tendered to Safeco an Irrevocable Letter of Credit issued by The
Chase Manhattan Bank for $1,300,000.  

Safeco maintains $585,000 in liability under the Bonds and has
recently received claims by the Bonds' obligees asserting the
Debtors' default on certain obligations and thus asking for
payment from Safeco.  Given the pendency of the investigation
Safeco is conducting on the claims, Safeco asks the U.S.
Bankruptcy Court for the Eastern District of Texas to lift the
automatic stay to terminate the Bonds, to the extent necessary for
it to immediately draw against the Letter and cancel the Bonds.

Moreover, Safeco clarifies that its actions to draw against the
Letter will be directed at the The Chase Bank not the Debtors.  
Furthermore, the Letter is not a property of the Debtors'
estates.  Accordingly, the Bonds may not be assumed and assigned
by Michelle H. Chow, the Chapter 7 bankruptcy trustee for the
Debtors.  

As financial accommodations and pursuant to Section 365(e)(2)(B)
of the Bankruptcy Code, Bonds may be terminated by reason of the
filing of the Debtors' bankruptcy petitions.  In addition, the
Bonds are for the benefit of the Debtors as security for various
obligations of the Debtors to the Bonds' obligees and may not be
terminated under Section 365(e)(2)(B)after the filing of
bankruptcy petition.  Though, Safeco is thus entitled to
terminate the Bonds regardless of the Debtors' bankruptcy
petitions, out of avoidance of caution, it asks the Court to lift
the automatic stay.

                     About S & A Restaurant

Based in Plano, Tex., S & A Restaurant Corp. --
http://www.metrogroup.com,http://www.steakandale.com,   
http://www.steakandalerestaurants.com,http://www.bennigans.com/   
-- and other affiliated entities operate the Bennigan's Grill &
Tavern, and the Steak & Ale restaurant chains under the Metromedia
Restaurant Group.  Bennigan's Grill & Tavern is a chain of more
than 310 pub-themed restaurants offering sandwiches and burgers,
as well as ribs, steaks, and seafood.  The Steak & Ale chain
offers a broader menu set in the atmosphere of an 18th century
English country inn.  The Metromedia Restaurant Group, a unit of
closely held conglomerate Metromedia Company, is one of the
world's leading multi-concept table-service restaurant groups,
with more than 800 Bennigan's(R), Bennigan's SPORT(TM), Steak and
Ale(R), Ponderosa Steakhouse(R) and Bonanza(TM) Steakhouse
restaurants in the United States and abroad.  MRG's annual U.S.
sales are estimated at $1,000,000,000.

S & A Restaurant and 38 of its affiliates filed Chapter 7 petition
under the U.S. Bankruptcy Code on July 29, 2008 (Bankr. E.D. Tex.
Case No. 08-41898).  J. Michael Sutherland, Esq. at Carrington
Coleman Sloman & Blumenthal, is the Debtors counsel.  The Debtors
disclosed total scheduled assets of $2,302,057 and total scheduled
liabilities of $159,432,691.

Michelle H. Chow is the Debtors' Chapter 7 bankruptcy trustee.  
The lead counsel for the trustee is Kane Russell Coleman & Logan
PC.  Mark Ian Agee, Esq., of the law firm Mark Ian Agee, Attorney
at Law, is co-counsel.


S & A RESTAURANT: Wants to Retain NRC Realty for Asset Sales
------------------------------------------------------------
Michelle H. Chow, the Chapter 7 bankruptcy trustee for S & A
Restaurant Corp. and its debtor-affiliates, asks the U.S.
Bankruptcy Court for the Eastern District of Texas to approve her
retention of NRC Realty Advisors, LLC, as sales agent.

The Trustee will need NRC's services in connection to the sale of
General Electric Capital Franchise Finance Corporation's assets
pursuant to the Court-approved GE Capital Sales Stipulation.

The Trustee relates that NRC utilizes a "Buy One, Some or All"
format for selling assets, which strategy pits large bulk buyers
against individual bidders, thus creating fair bidding forums for
sellers to realize market value for their assets.  Moreover, the
Trustee has been informed that GE Capital has retained NRC to
dispose of assets which are not property of the Debtors' estates.  
The Trustee believes that the estates will benefit from the
synergy of the marketing process of both the estates' assets and
the property not belonging to the Debtors.

As the Trustee's sales agent, NRC will:

   * provide in-depth financial advisory services;

   * file reviews;

   * prepare collateral sales materials and due diligence
     packages;

   * develop an all-inclusive campaign;

   * arrange on-site access to the stores for potential buyers
     and brokers;

   * create detailed reports about the progress of the sale, the
     negotiations and closing of the sales; and

   * assist the Trustee in determining a minimum sales price for    
     the GE Assets.

The Trustee will pay to NRC 4% of the gross sales proceeds for
each restaurant.  If NRC is working with another broker, the
Trustee will add 1%, thus paying 5% to NRC.  The Trustee has not
paid any retainer fees to NRC.

The Trustee confirms that the retention of NRC is necessary for
the orderly liquidation and realization of the GE Assets for the
benefit of the Debtors' estates and creditors.  

Dennis L. Ruben, managing director of NRC, discloses the firm's
current engagements:

   * NRC has been retained by GE Capital as real estate agent;

   * NRC is in discussions with Atalaya Capital Management LP
     regarding the sale of 57 properties in which Atalaya has an
     interest;

   * NRC has long standing relationships with certain lenders
     including Amresco;

   * NRC has completed two recent assignments for Bank of New
     York; and

   * NRC has been involved in certain transactions with National
     Retail Properties, Inc.

Mr. Ruben, however, assures the Court that NRC is a
"disinterested person" as the term is defined in Section 101(14)
of the Bankruptcy Code.  

                     About S & A Restaurant

Based in Plano, Tex., S & A Restaurant Corp. --
http://www.metrogroup.com,http://www.steakandale.com,   
http://www.steakandalerestaurants.com,http://www.bennigans.com/   
-- and other affiliated entities operate the Bennigan's Grill &
Tavern, and the Steak & Ale restaurant chains under the Metromedia
Restaurant Group.  Bennigan's Grill & Tavern is a chain of more
than 310 pub-themed restaurants offering sandwiches and burgers,
as well as ribs, steaks, and seafood.  The Steak & Ale chain
offers a broader menu set in the atmosphere of an 18th century
English country inn.  The Metromedia Restaurant Group, a unit of
closely held conglomerate Metromedia Company, is one of the
world's leading multi-concept table-service restaurant groups,
with more than 800 Bennigan's(R), Bennigan's SPORT(TM), Steak and
Ale(R), Ponderosa Steakhouse(R) and Bonanza(TM) Steakhouse
restaurants in the United States and abroad.  MRG's annual U.S.
sales are estimated at $1,000,000,000.

S & A Restaurant and 38 of its affiliates filed Chapter 7 petition
under the U.S. Bankruptcy Code on July 29, 2008 (Bankr. E.D. Tex.
Case No. 08-41898).  J. Michael Sutherland, Esq. at Carrington
Coleman Sloman & Blumenthal, is the Debtors counsel.  The Debtors
disclosed total scheduled assets of $2,302,057 and total scheduled
liabilities of $159,432,691.

Michelle H. Chow is the Debtors' Chapter 7 bankruptcy trustee.  
The lead counsel for the trustee is Kane Russell Coleman & Logan
PC.  Mark Ian Agee, Esq., of the law firm Mark Ian Agee, Attorney
at Law, is co-counsel.


S & A RESTAURANT: Court Approves GE Capital Sales Agreement
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Texas
approved a stipulation entered into by Michelle H. Chow, the
Chapter 7 bankruptcy trustee for S & A Restaurant Corp., and its
debtor-affiliates; and General Electric Capital Franchise Finance
Corporation, for the sale of assets that GE Capital has an
interest.

The Court authorized the Trustee to carry out the terms of the
Sales Procedure Stipulation in their entirety.

Pursuant to the GE Capital Sales Stipulation, the Trustee will
sell the Included Lease Mortgage Units, and at GE Capital's
election, the Debtor Fee Mortgage Unit and its equipment.

The Sale Procedures Stipulation governs the procedures for (a)
sale of certain assets, (b) assumption, assignment, and sale of
the Debtors' interests under certain leases, and (c) transfer of
liens to proceeds, a full-text copy of the stipulation is
available for free at:  

   http://bankrupt.com/misc/S&A_SalesProceduresStipulation.pdf

                            Objections

In separate filings, four parties-in-interest object to the
request filed by the Chapter 7 trustee:

   * Pepsi-Cola Fountain Company, Inc.

   * seventeen creditors under the Perishable Agricultural
     Commodities Act

   * Gordon Food Services, Inc.

   * Meadowbrook Meat Company, Inc.

   * DDRTC Walks at Highwood Preserve 1, LLC

Pepsi and the Debtors entered into a fountain beverage sales
agreement wherein Pepsi supplied beverage products as well as
equipment to the Debtors' restaurants.  Based upon its review of
the Fountain Agreement, General Electric Capital Franchise
Finance Corporation acknowledged that the Equipment is Pepsi's
property.  Moreover, as neither GE nor the Debtors' estates hold
any interest in the Equipment, it cannot be considered a property
of the Debtors' estates.  Accordingly, Pepsi objects to any sale
or transfer that purports to include the Equipment among the
assets to be sold.  

In their part, the PACA Creditors ask the Court to direct the
Trustee to hold in a separate account any proceeds realized from
the sale of the assets, pending Court approval on whether the
assets to be sold belong to the PACA trust.

The PACA Creditors reiterate that the Trust provisions provide
that unpaid produce sellers "are placed first in line among
creditors for all produce-related assets if the produce dealer
declares bankruptcy.  Moreover, they affirm that trust assets are
not considered part of the Debtors' estate and should not be
distributed to other creditors or sold unless all trust
beneficiaries have been paid.  The PACA were owed $400,000 in
aggregate for the wholesale quantities they supplied to the
Debtors.  Accordingly, as PACA trust beneficiaries, they ask the
Court to direct the Debtors to pay the $400,000 plus any accrued
interests and attorneys' fees.  

Gordon Food joins in the objection filed by the PACA Creditors.  
Gordon supplied goods covered by the PACA to the Debtors for
$62,913 that remained unpaid.

For its part, Meadowbrook is concerned that the Trustee may not
be realizing equity from the assets covered by the Stipulation.  
Thus, Meadowbrook asks the Court to require the Trustee and GE
Capital to submit sufficient evidence of the equity in the Assets
before approval of the Court.

Meadowbrook complains that the Stipulation is unclear whether it
covers assets that may be subject to a PACA trust.  Accordingly,
Meadowbrook asks the Court to bid the Trustee and GE Capital from
disposing any assets that may be covered by a PACA Trust pending
further hearing.

DDRTC and the Debtors are parties to a shopping center lease.  
DDRTC objects to certain of the procedures relating to adequate
assurance information and cure amounts resolution of the Lease.  
Moreover, DDRTC objects to the assumption and assignment of the
lease without additional protections for DDRTC because the
Trustee has failed to satisfy Section 365(f) and (b) of the
Bankruptcy Code.  Accordingly, DDRTC asks the Court that an order
approving the Motions should:

   * provide a period for less than 10 days for DDRTC to review,
     analyze and object to any adequate assurance evidence of the
     proposed assignee to the Lease; and

   * condition the Trustee's assumption of the Lease to her
     provision of any further year-end reconciliations or other
     adjustments for common area maintenance charges, taxes,
     insurance and any other charges payable under the Lease.  

                     About S & A Restaurant

Based in Plano, Tex., S & A Restaurant Corp. --
http://www.metrogroup.com,http://www.steakandale.com,   
http://www.steakandalerestaurants.com,http://www.bennigans.com/   
-- and other affiliated entities operate the Bennigan's Grill &
Tavern, and the Steak & Ale restaurant chains under the Metromedia
Restaurant Group.  Bennigan's Grill & Tavern is a chain of more
than 310 pub-themed restaurants offering sandwiches and burgers,
as well as ribs, steaks, and seafood.  The Steak & Ale chain
offers a broader menu set in the atmosphere of an 18th century
English country inn.  The Metromedia Restaurant Group, a unit of
closely held conglomerate Metromedia Company, is one of the
world's leading multi-concept table-service restaurant groups,
with more than 800 Bennigan's(R), Bennigan's SPORT(TM), Steak and
Ale(R), Ponderosa Steakhouse(R) and Bonanza(TM) Steakhouse
restaurants in the United States and abroad.  MRG's annual U.S.
sales are estimated at $1,000,000,000.

S & A Restaurant and 38 of its affiliates filed Chapter 7 petition
under the U.S. Bankruptcy Code on July 29, 2008 (Bankr. E.D. Tex.
Case No. 08-41898).  J. Michael Sutherland, Esq. at Carrington
Coleman Sloman & Blumenthal, is the Debtors counsel.  The Debtors
disclosed total scheduled assets of $2,302,057 and total scheduled
liabilities of $159,432,691.

Michelle H. Chow is the Debtors' Chapter 7 bankruptcy trustee.  
The lead counsel for the trustee is Kane Russell Coleman & Logan
PC.  Mark Ian Agee, Esq., of the law firm Mark Ian Agee, Attorney
at Law, is co-counsel.


S & A RESTAURANT: Franchise-Based Stores Open, BFC Clarifies
------------------------------------------------------------
The group of franchisees formed in the wake of S&A Restaurant
Corp.'s bankruptcy filing intends to distinguish its restaurants
from the closed corporate-owned Bennigan's restaurants.

Bennigan's Franchising Company, L.P. was formed when Atalaya
Capital Management LP and Corporate Revitalization Group took
over the franchise system of S&A to keep the franchise stores
open.  BFC is focused on reaching out to the customer base about
its restaurants' continued operations.

BFC has been using media relations to reach to customers ranging
from emails to local press announcements.  Rubenstein PR also
assists the group by giving them media mileage through legal-
oriented publications and talk radio stations, PRWeek notes.

Rob Carringer, managing editor at CRG, says in an interview with
PRWEek, that BFC is confronted with the public perception that
all of the Bennigan's stores is closed.  Thus, BFC is assuring
the public that franchise-based stores are continuing business
operations.

In line with BFC's restructuring efforts, Doug Benham, former
president and CEO of ARBY's, and Vince Runco, former president
and chief executive officer of Metromedia Restaurant Group, have
joined the company on a consulting basis, Chainleader.com
reports.

Mr. Runco, as interim president and chief executive of BFC, will
be focusing on franchise support and assisting the development of
the franchise system.  Mr. Benham as a board-level advisor, will
have a consulting role to the restructuring team, the report
describes.

Mr. Runco served at Metromedia from 1999 to 2007.  He said in an
interview with the Chainleader, "I remain committed to the
franchisees with whom I have worked for nearly a decade."

For his part, Mr. Benham stated in the report that he wants to
help grow the business into the future.  Prior to becoming ARBY's
chief executive officer, he worked as chief financial officer in
the RTM Restaurant Group, ARBY's largest franchisees.

                     About S & A Restaurant

Based in Plano, Tex., S & A Restaurant Corp. --
http://www.metrogroup.com,http://www.steakandale.com,   
http://www.steakandalerestaurants.com,http://www.bennigans.com/   
-- and other affiliated entities operate the Bennigan's Grill &
Tavern, and the Steak & Ale restaurant chains under the Metromedia
Restaurant Group.  Bennigan's Grill & Tavern is a chain of more
than 310 pub-themed restaurants offering sandwiches and burgers,
as well as ribs, steaks, and seafood.  The Steak & Ale chain
offers a broader menu set in the atmosphere of an 18th century
English country inn.  The Metromedia Restaurant Group, a unit of
closely held conglomerate Metromedia Company, is one of the
world's leading multi-concept table-service restaurant groups,
with more than 800 Bennigan's(R), Bennigan's SPORT(TM), Steak and
Ale(R), Ponderosa Steakhouse(R) and Bonanza(TM) Steakhouse
restaurants in the United States and abroad.  MRG's annual U.S.
sales are estimated at $1,000,000,000.

S & A Restaurant and 38 of its affiliates filed Chapter 7 petition
under the U.S. Bankruptcy Code on July 29, 2008 (Bankr. E.D. Tex.
Case No. 08-41898).  J. Michael Sutherland, Esq. at Carrington
Coleman Sloman & Blumenthal, is the Debtors counsel.  The Debtors
disclosed total scheduled assets of $2,302,057 and total scheduled
liabilities of $159,432,691.

Michelle H. Chow is the Debtors' Chapter 7 bankruptcy trustee.  
The lead counsel for the trustee is Kane Russell Coleman & Logan
PC.  Mark Ian Agee, Esq., of the law firm Mark Ian Agee, Attorney
at Law, is co-counsel.


SAFEWAY HOMES: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Safeway Homes of Lexington, LLC
        491 Bowling Green Road
        Lexington, MS 39095

Bankruptcy Case No.: 08-02577

Related Information: Daniel Hobbs, chief executive officer, filed
                     the petition on the Debtor's behalf.  The
                     Debtor manufactures modular homes.

Chapter 11 Petition Date: September 1, 2008

Court: Southern District of Mississippi (Jackson
       Divisional Office)

Debtor's Counsel: John D. Moore, Esq.
                  (john@johndmoorepa.com)
                  301 Highland Park Cove, Suite B, P. O. Box 3344
                  Ridgeland, MS 39158-3344
                  Tel: (601) 853-9131
                  Fax: (601) 853-9139

Estimated Assets: $1 million to $10 million

Estimated Debts: $1 million to $10 million

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


SEAWALL FERRY: Case Summary & Largest Unsecured Creditor
--------------------------------------------------------
Debtor: Seawall Ferry Development, L.P.
         aka Oceanside
        1601 W. Webster, #9
        Houston, TX 77019

Bankruptcy Case No.: 08-35622

Chapter 11 Petition Date: August 29, 2008

Court: Southern District of Texas (Houston)

Judge: Marvin Isgur

Debtor's Counsel: Bennett G. Fisher, Esq.
                   (bgf@fisherlaw.net)
                  Fisher and Associates PC
                  1800 Two Houston Center
                  909 Fannin St.
                  Houston, TX 77010-0000
                  Tel: (713) 223-8400
                  Fax: (713) 609-7766

Estimated Assets: $1 million to $10 million

Estimated Debts: $1 million to $10 million

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

            http://bankrupt.com/misc/txsb08-35622.pdf


SHARPS CDO: S&P Lowers Ratings on Classes A-1, A-2 to 'B'
---------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on the
class A-1 and A-2 notes issued by Sharps CDO I Ltd. to 'B' and
revised the CreditWatch placements on the ratings to developing
from negative.  The rating actions follow the lowering of the
financial strength rating assigned to CIFG Assurance North America
Inc. to 'B' and the revision of the CreditWatch placement to
developing on Aug. 22, 2008. CIFG insures both of the affected
collateralized debt obligation (CDO) tranches.

The 'A-/Watch Neg' ratings previously assigned to the downgraded
tranches were based on the full financial guarantee insurance
policy provided by CIFG, which guarantees the timely payment of
interest and principal on the notes. The current ratings on the
CDO tranches reflect the new rating on CIFG.

Standard & Poor's also affirmed its ratings on four CIFG-insured
tranches from three other U.S. CDO transactions and kept two CIFG-
insured ratings from two transactions on CreditWatch negative (see
list). These CDO tranches were not affected by the rating action
on CIFG because Standard & Poor's underlying ratings (SPURs) on
the tranches are higher than the previous rating on CIFG.

RATINGS LOWERED AND PLACED ON CREDITWATCH DEVELOPING

                                       Rating
Transaction          Class       To            From
-----------          -----       --            ----
Sharps CDO I Ltd.    A-1         B/Watch Dev   A-/Watch Neg
Sharps CDO I Ltd.    A-2         B/Watch Dev   A-/Watch Neg


RATINGS AFFIRMED OR REMAINING ON CREDITWATCH NEGATIVE

Transaction                          Class    Rating
-----------                          -----    ------
ACA ABS 2003-2 Ltd.                  A-1SW    AAA/Watch Neg
Dawn CDO I Ltd.                      A        A-            
Duke Funding IV Ltd.                 A-1      AAA/Watch Neg
Duke Funding V Ltd.                  I-W      AAA
Halcyon Structured Asset Management CLO I Ltd.               
                                      A-1      AAA
                                      A-2      AAA


SHERIDAN GROUP: S&P Affirms 'B+' Corp. Credit Rating; Outlook Neg
-----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Hunt
Valley, Md.-based The Sheridan Group Inc. to negative from stable.
At the same time, S&P affirmed the 'B+' corporate credit rating on
the company.

"In addition, we raised our issue-level rating on Sheridan Group
Inc.'s $165 million 10.25% senior secured notes due 2011 to 'B+'
(at the same level as the 'B+' corporate credit rating on the
company) from 'B'. We assigned a recovery rating of '4' to these
securities, indicating that lenders can expect average (30%-50%)
recovery in the event of a payment default. The higher issue-level
rating reflects the extension of our recovery rating scale and
issue-level rating framework to Sheridan's secured notes," S&P
says.

"The outlook revision reflects a challenging operating environment
and weak operating performance and liquidity constraints at
Euradius B.V., a European-based wholly owned subsidiary of
Sheridan's parent TSG Holdings Inc.," explained Standard & Poor's
credit analyst Ariel Silverberg. While Euradius' debt obligations
are non-recourse to TSG Holdings and to Sheridan, Euradius is
strategic to the family of companies in that it provides services
to the European divisions of some of Sheridan's top customers.
"Thus, we expect that Sheridan and its owners will support
Euradius to the extent permitted by Sheridan's loan agreement and
bond indenture," added Ms. Silverberg.


SILICON GRAPHICS: Amends Secured Credit Pact with Morgan Stanley
----------------------------------------------------------------
Silicon Graphics Inc. and certain of its subsidiaries entered into
a Fifth Amendment to their Senior Secured Credit Agreement with
Morgan Stanley Senior Funding Inc., as administrative agent and
revolving agent; Morgan Stanley & Co., Incorporated as collateral
agent, and the other lenders and credit parties.  The Senior
Secured Credit Agreement, dated Oct. 17, 2006, as amended,
provides the Borrowers with a term loan facility and a line of
credit.

The Fifth Amendment modified the Credit Agreement's restrictions
on incurring additional Indebtedness by expanding the definition
of Permitted Indebtedness to include:

   (i) the Borrowers' systems warehousing agreement with ECS
       United Kingdom plc, pursuant to which the Borrowers may
       incur up to $20 million in Indebtedness; and

  (ii) unsecured Indebtedness, not to exceed $10 million, incurred
       to fund the required cash collateralization of the
       guarantee that will be issued to the North German Group for
       High- and Highest-Performance Computers.

The total leverage ratio was amended to be 5.75 for the period
ending Sept. 25, 2009; 4.50 for the period ending Dec. 25, 2009;
4.25 for the period ending March 26, 2010; and 3.5 for each fiscal
quarter-end thereafter until and including Sept. 30, 2011.

Consolidated EBITDA was amended to be $30 million as of Sept. 25,
2009; $37.5 million as of Dec. 25, 2009; $40 million as of
March 26, 2010; and $45 million on June 25, 2010; and for each
fiscal quarter-end until and including Sept. 30, 2011.  Minimum
global liquidity was set at $15 million and fiscal year 2009
capital expenditures are limited to $10 million for fiscal year
2009, and for these fiscal years to $15 million.

Under the Fifth Amendment, the company has additional reporting
requirements.  The company must provide a minimum 13-week cash
forecast on a monthly basis and offers Private Lenders, as defined
in the Fifth Amendment, monthly conference calls with management
and any financial advisors.  Also, the interest rate on the Term
Loan is increased by 2% and the related accrued interest can be
paid-in-kind by adding the amount of such interest to the
principal amount of the Term Loan.  A fee of $662,500 was added to
the principal and is payable at maturity.  The Fifth Amendment
also includes other revisions that are administrative in nature.

                      Departure of Directors

Mr. Kevin Katari resigned from the board of the company effective
Aug. 27, 2008.  Mr. Katari served on the Corporate Governance and
Nominating Committee.  Mr. Katari is the managing member of
Watershed Asset Management LLC and WS Partners L.L.C.  Affiliates
of the Watershed Management Entities are lenders under the
company's Credit Agreement.

Mr. Chun Won Yi resigned from the board of directors of Silicon
Graphics effective Aug. 26, 2008.  Mr. Yi served on the Corporate
Governance and Nominating Committee.  Mr. Yi is a vice president
of Monarch Alternative Capital LP.  Affiliates of Monarch are
Lenders under the company's Credit Agreement.

                    About Silicon Graphics Inc.

Headquartered in Sunnyvale, California, Silicon Graphics Inc. --
http://www.sgi.com/-- (NASDAQ:SGIC) is a provider of products and  
services for use in high-performance computing and data
management.  The company sell solutions based on a range of
scalable servers and storage products from entry-level to high-
end, together with associated software products.  It also offers a
range of services, including professional services, customer
support and education that enable fast installation and
implementation of the solutions.  SGI server systems are based on
the Linux operating system and the Intel Itanium 2 and Xeon
microprocessor families.  It also offers Microsoft Windows Compute
Cluster Server on the Altix XE servers and Microprocessr without
Interlocked Pipeline Stages RISC microprocessors.  The company
sells system products and solutions through both a direct sales
force and indirect channel partners.

On May 8, 2006, Silicon Graphics and 13 subsidiaries filed for
chapter 11 bankruptcy (Bankr. S.D.N.Y. Case No. 06-10977).  Gary
Holtzer, Esq., and Shai Y. Waisman, Esq., at Weil Gotshal & Manges
LLP, in New York, represented the Debtors.

The Hon. Allan L. Gropper confirmed a Modified First Amended Plan
of Reorganization September 19, 2006, allowing the Debtors to
emerge from bankruptcy a month later.

On the plan effective date, SGI announced completion of its exit
financing facility with Morgan Stanley Senior Funding, Inc. and
General Electric Capital Corporation, as lending agents. The
facility provided $115 million in financing consisting of an $85
million term loan and a $30 million revolving line of credit.  The
facility is secured by substantially all of the assets of SGI and
its domestic subsidiaries.

The exit facility, combined with $57 million in proceeds from
SGI's rights offering and sale of overallotment shares, were used
to pay off $113 million in existing DIP financing, make
distributions pursuant to the Reorganization Plan, and provide
working capital for the company's ongoing operations. The exit
financing facility matures in five years.

Pursuant to the Plan, the company issued 11,125,000 shares of new
SGI common stock to certain SGI creditors in satisfaction of
claims and upon exercise of stock purchase rights and
overallotment options. SGI's prior common stock was canceled with
no distribution made to holders of the old stock.

At June 27, 2008, the company's balance sheet showed total assets
of $415.1 million and total liabilities of $471.5 million,
resulting in a shareholders' deficit of $56.4 million.


SILICON GRAPHICS: Settles Samsung Bankruptcy Appeal
---------------------------------------------------
According to BankruptcyLaw360, Samsung Electronics Co. Ltd. has
agreed to dismiss its appeal of an amended settlement in the
Silicon Graphics Inc. bankruptcy case.  The appeal claims in
dynamic random access memory litigation in California, the report
says.

BankruptcyLaw360 says the stipulation, approved August 26, 2008,
by the U.S. District Court of the Southern District of New York,
provides for the appeal to be dropped with prejudice.

Headquartered in Sunnyvale, California, Silicon Graphics Inc. --
http://www.sgi.com/-- (NASDAQ:SGIC) is a provider of products and  
services for use in high-performance computing and data
management.  The company sell solutions based on a range of
scalable servers and storage products from entry-level to high-
end, together with associated software products.  It also offers a
range of services, including professional services, customer
support and education that enable fast installation and
implementation of the solutions.  SGI server systems are based on
the Linux operating system and the Intel Itanium 2 and Xeon
microprocessor families.  It also offers Microsoft Windows Compute
Cluster Server on the Altix XE servers and Microprocessr without
Interlocked Pipeline Stages RISC microprocessors.  The company
sells system products and solutions through both a direct sales
force and indirect channel partners.

On May 8, 2006, Silicon Graphics and 13 subsidiaries filed for
chapter 11 bankruptcy (Bankr. S.D.N.Y. Case No. 06-10977).  Gary
Holtzer, Esq., and Shai Y. Waisman, Esq., at Weil Gotshal & Manges
LLP, in New York, represented the Debtors.

The Hon. Allan L. Gropper confirmed a Modified First Amended Plan
of Reorganization September 19, 2006, allowing the Debtors to
emerge from bankruptcy a month later.

On the plan effective date, SGI announced completion of its exit
financing facility with Morgan Stanley Senior Funding, Inc. and
General Electric Capital Corporation, as lending agents. The
facility provided $115 million in financing consisting of an $85
million term loan and a $30 million revolving line of credit.  The
facility is secured by substantially all of the assets of SGI and
its domestic subsidiaries.

The exit facility, combined with $57 million in proceeds from
SGI's rights offering and sale of overallotment shares, were used
to pay off $113 million in existing DIP financing, make
distributions pursuant to the Reorganization Plan, and provide
working capital for the company's ongoing operations. The exit
financing facility matures in five years.

Pursuant to the Plan, the company issued 11,125,000 shares of new
SGI common stock to certain SGI creditors in satisfaction of
claims and upon exercise of stock purchase rights and
overallotment options. SGI's prior common stock was canceled with
no distribution made to holders of the old stock.

When the Debtors filed for protection from their creditors, they
listed total assets of $369,416,815 and total debts of
$664,268,602.

At June 27, 2008, the company's balance sheet showed total assets
of $415.1 million and total liabilities of $471.5 million,
resulting in a shareholders' deficit of $56.4 million.


SONIA LUONG: Case Summary & Eight Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Sonia Luong
        5365 Box R Ranch Road
        Vacaville, CA 95687

Bankruptcy Case No.: 08-32118

Chapter 11 Petition Date: August 28, 2008

Court: Eastern District of California (Sacramento)

Judge: Christopher M. Klein

Debtor's Counsel: Anthony J. Palik, Esq.
                  1107 9th Street, Suite 1011
                  Sacramento, CA 95814
                  Tel: (916) 325-1188

Estimated Assets: $1 million to $100 million

Estimated Debts:  $1 million to $100 million

Debtor's 8 Largest Unsecured Creditors:

   Entity                                          Claim Amount
   ------                                          ------------
Lattice Brokers, Inc.                                  $100,000
3331 Tate Road
Creswell, OR

Black Family Trust                                      $60,000
Attn: Harry W. Black
P.O. Box 515
Winters, CA 95694

Sacramento County Assessor's Office                     $36,000
3701 Power Inn Road, Suite 3000
Sacramento, CA 95826

Mai and Aaron Pham                                      $28,000

Phong Su                                                $20,000

Allison Huynh                                           $13,000

Tram Nguyen                                             $10,000

Solano County Assessor's Office                          $8,900


STATEN ISLAND UNIVERSITY: Fitch Hikes Rating to 'B+'; Outlook Pos
-----------------------------------------------------------------
Fitch Ratings has upgraded the rating on approximately $49 million
of Staten Island University Hospital's bonds to 'B+' from 'B'.  
The Rating Outlook has been revised to Positive from Negative.

The rating upgrade is due to the positive effects of Staten Island
University Hospital's (SIUH) tentative agreement with the federal
Office of the Inspector General that removes a significant amount
of uncertainty from SIUH's credit profile and to the improvement
in SIUH's overall financial performance.  Fitch's downgrade in
2005 and Negative Outlook were due in large measure to the ongoing
OIG investigation.  According to SIUH's 2007 audit, the hospital
has agreed to make a one-time payment of $76.5 million to the OIG,
and Fitch expects the final compliance agreement between SIUH and
the OIG to be signed by the end of the year.  The OIG had been
investigating graduate medical education reimbursement and other
federal issues at SIUH.

In anticipation of the final settlement, SIUH has escrowed the
proceeds of a $60 million bank loan, with the additional funds
coming from cash flow. Pro forma debt service coverage and cash to
debt for the six months ending June 30, 2008, were 2.4 times and
50%, respectively, above Fitch's below investment grade category
medians.  Pro forma maximum annual debt service is $27.1 million
and includes current outstanding debt service, the additional debt
service on the $60 million bank loan, and ongoing payments of
approximately $7 million a year from prior settlements with New
York State's Attorney General's Office.  SIUH's liquidity remained
stable at 49.7 days cash on hand at June 30, 2008, consistent with
prior years and slightly lower than Fitch's below investment grade
median.

The Outlook revision to Positive reflects an improved operating
margin of 4.4% through the first six months of 2008, better than
the negative 1.3% operating margin at year-end 2007.  Operating
results from 2007 were affected by a one-time adjustment of
$28.3 million related to prior year settlements, the current OIG
settlement, and changes in management estimates.  Recent
improvements in operations have been driven by an increase in case
acuity and increases in outpatient services.  Should SIUH end the
year with a strong positive operating margin and the OIG agreement
be finalized, further positive rating action may be warranted.
Fitch will be reviewing SIUH in six months at which time unaudited
year-end results should be available.

Fitch continues to view SIUH's affiliation with North Shore Long
Island Jewish Health System as a credit strength, providing SIUH
with managed care leverage, group purchasing opportunities, and
strategic support.  As part of a prior settlement, SIUH's board
has been merged into NSLIJ's board which should further strengthen
the strategic relationship between the two organizations.  NSLIJ
is not part of SIUH's obligated group and it provides no financial
support to SIUH.

SIUH is a 686-staffed bed hospital with two campuses located in
Staten Island, New York.  SIUH had total operating revenue of $593
million in fiscal 2007.  SIUH covenants to provide quarterly
disclosure to Fitch and bondholders.  Disclosure to Fitch includes
quarterly statements including a balance sheet, income statement,
and utilization statistics, and annual audited financials.

Fitch upgrades the following New York City Industrial Development
Agency Civic Facility Revenue Bonds (Staten Island University
Hospital Project) outstanding debt:

  -- $17,145,000 series 2002C;
  -- $12,123,000 series 2001A;
  -- $20,000,000 series 2001B.


STEVE & BARRY'S: CNE Wants Assurance of Payment for Utility Usage
-----------------------------------------------------------------
Constellation NewEnergy, Inc. asks the United States Bankruptcy
Court for the Southern District of New York to determine that it
is entitled to adequate assurance of payment from Steve and
Barry's LLC and its debtor-affiliates in the form of a deposit
equal to two months of the Debtors' utility usage, or $312,000,
pursuant to Section 366 of the Bankruptcy Code.

Before the Petition Date, CNE, and the Debtors entered into a
Master Electricity Supply Agreement.  Pursuant to the Electricity
Agreement, CNE agreed to provide electricity service to 14 of the
Debtors' locations commencing on March 20, 2008, at a rate of
$0.09626 per kilowatt-hour for each location, plus applicable fees
and charges, if any.

The Debtors' average monthly rate of consumption for the 14
locations aggregate $156,000.  If payment is not received in a
timely manner, a default will occur and the Debtors have an
additional 20 days to cure the default, after receiving notice of
default from CNE.

Subsequent to the July 29, 2008 hearing on the Debtors' Utility
Motion, certain facts have surfaced, which upon consideration,
warrant the reconsideration of the two-week assurance deposit
offered to it, according to CNE.

Among other things, CNE learned that the Debtors' use of Cash
Collateral expired August 22, 2008, and that as a condition of
the Debtors' use of cash collateral, they must close on the sale
of substantially all of their assets -- to BH S&B Holdings, LLC
or any other buyer -- no later than August 20, 2008, Michael S.
Etkin, Esq., at Lowenstein Sandler, PC, in New York, relates.

Certain parties have also voiced concerns that if the going
concern sale cannot close in advance of August 20, 2008, the
full-scale liquidation contemplated in the Cash Collateral Order
would have to commence -- thus rendering the Debtors' estates
administratively insolvent, Mr. Etkin points out.

Moreover, the Debtors must overcome various contingencies in
advance of the August 20, 2008 closing date.  Mr. Etkin notes
that there are difficulties in satisfying certain contingencies.

CNE further learned that the gross adequate assurance deposit
amount was not the $1,000,000 that the Debtors estimated it would
be.  Rather, it was $250,000.

The two-month deposit would cover approximately two billing
periods of service at the average rate of consumption over the
life of the Electricity Agreement, which is the amount that CNE
could lose if the Debtors miss one postpetition payment, Mr.
Etkin tells the Court.

In light of the potential for administrative insolvency, the cash
available to the Debtors given the limited aggregate deposit paid
to utilities pursuant to the Utility Order, as well as the other
changed circumstances, CNE should not be placed in the precarious
position of being forced to provide electricity service to the
Debtors on a postpetition basis with the risk of recouping only a
portion of the amounts due on postpetition invoices, Mr. Etkin
argues.

                          Debtors Object

Debtors' counsel, Shai Y. Waisman, Esq., at Weil, Gotshal &
Manges LLP, in New York, contends that CNE's request for
additional deposit is an "impermissible attempt" to reargue the
Debtors' Utility Motion.  Under the guise of a change of
circumstances, CNE reiterates the same arguments the Court
already rejected in connection with CNE's objection to the
Utilities Motion, he argues.

There are no changed circumstances that warrant granting CNE
additional adequate assurance of payment, Mr. Waisman asserts.  
Instead of relying on facts to support its allegations, CNE
relies on statements of people "in the know" and mischaracterize
statements made by Debtors' counsel, he says.

Moreover, CNE's other "facts," including the identity of the
stalking horse bidder and the extension of the use of cash
collateral, do not constitute changed circumstances that would
warrant additional adequate assurance of payment -- instead, they
support a denial of CNE's Additional Deposit Motion, Mr. Waisman
maintains.

Mr. Waisman points out that at the July 29, 2008 hearing, the
Court held that "[t]here has been no suggestion that any sale,
whether on a going concern basis or on a going-out-of-business
basis, can or will ignore utility costs and charges that are
being accrued."  None of CNE's new "facts" change this
conclusion, he says.

Headquartered in Port Washington, New York, Steve and Barry LLC
-- http://www.steveandbarrys.com/-- is a national casual
apparel retailer that offers high quality merchandise at
low prices for men, women and children.  Founded in 1985, the
company operates 276 anchor and junior anchor shopping center
and mall-based locations throughout the U.S. At STEVE & BARRY'S
(R) stores, shoppers will find brands they can't find anywhere
else, including the BITTEN(TM) collection, the first-ever
apparel line created by actress and global fashion icon Sarah
Jessica Parker, and the STARBURY(TM) collection of athletic and
lifestyle apparel and sneakers created with NBA (R) star Stephon
Marbury.

Steve & Barry's, LLC, and 63 affiliates filed separate voluntary
petitions under Chapter 11 on July 9, 2008 (Bankr. S.D. N.Y. Lead
Case No. 08-12579). Lori R. Fife, Esq., and Shai Waisman, Esq., at
Weil, Gotshal & Manges, LLP, represent the Debtors in their
restructuring efforts.

Diana G. Adams, United States Trustee for Region 2, has appointed  
seven members to the Official Committee of Unsecured Creditors in
the Debtors' Chapter 11 cases.

When the Debtors filed for bankruptcy, it listed $693,492,000 in
total assets and $638,086,000 in total debts.


STEVE & BARRY'S: Court Orders Payment of Laird Hamilton Royalty
---------------------------------------------------------------
The United States Bankruptcy Court for the Southern District of
New York has authorized and directed Steve and Barry's LLC and its
debtor-affiliates to pay the $300,000 royalty payment of Laird
Hamilton due under the Licensing Agreement between the Debtors and
Flying Pigz LLC.  The amount includes royalty payments incurred
prepetition.

In exchange of the receipt of the Royalty Payment, Flying Pigz
waives any defenses and objections to the assumption and
assignment by the Debtors of the Licensing Agreement based on (i)
the terms of the agreement, (ii) the invocation of Section 365(c)
of the Bankruptcy Code, and (iii) any argument that the agreement
is a contract for "personal services," and is, therefore, not
assignable in accordance with Section 365(c)(1).

However, all of Flying Pigz's rights with respect to any other
defenses or objections by any proposed assignee of the Licensing
Agreement are preserved.

Upon the closing and effectiveness of the Asset Purchase
Agreement, dated August 4, 2008, between S&B Industries, Inc.,
and BH S&B Holdings, LLC, and provided that the Licensing
Agreement will be classified as a "Purchased Contract" under the
BH Purchase Agreement, Flying Pigz will be deemed to (i) consent
to the assumption and assignment of the License Agreement by the
Debtors to BH S&B Holdings, and (ii) have received "adequate
assurance of future performance" with respect to the assignment.

The objection of PrenSB, LLC has been overruled.

The Court has authorized and directed the payment of the $250,000
royalty payment of Venus Williams.  The Court also recently
entered a separate written order with respect to Ms. Williams.

Headquartered in Port Washington, New York, Steve and Barry LLC
-- http://www.steveandbarrys.com/-- is a national casual
apparel retailer that offers high quality merchandise at
low prices for men, women and children.  Founded in 1985, the
company operates 276 anchor and junior anchor shopping center
and mall-based locations throughout the U.S. At STEVE & BARRY'S
(R) stores, shoppers will find brands they can't find anywhere
else, including the BITTEN(TM) collection, the first-ever
apparel line created by actress and global fashion icon Sarah
Jessica Parker, and the STARBURY(TM) collection of athletic and
lifestyle apparel and sneakers created with NBA (R) star Stephon
Marbury.

Steve & Barry's, LLC, and 63 affiliates filed separate voluntary
petitions under Chapter 11 on July 9, 2008 (Bankr. S.D. N.Y. Lead
Case No. 08-12579). Lori R. Fife, Esq., and Shai Waisman, Esq., at
Weil, Gotshal & Manges, LLP, represent the Debtors in their
restructuring efforts.

Diana G. Adams, United States Trustee for Region 2, has appointed  
seven members to the Official Committee of Unsecured Creditors in
the Debtors' Chapter 11 cases.

When the Debtors filed for bankruptcy, it listed $693,492,000 in
total assets and $638,086,000 in total debts.


STEVE & BARRY'S: Wants Conway to Provide Additional Services
------------------------------------------------------------
Steve and Barry's LLC and its debtor-affiliates seek authority
from the United States Bankruptcy Court for the Southern District
of New York to amend their employment agreement with Conway, Del
Genio, Gries & Co., LLC, to include additional financial services,
specifically assisting the Debtors in:

   (a) identifying potential bidders;
   (b) creating a data room for diligence material;
   (c) overseeing due diligence to potential bidders;
   (d) negotiating with all bidders;
   (e) analyzing bids; and
   (f) conducting the auction.

According to Steve & Barry's Manhattan LLC Chairman and Secretary
Barry Prevor, the firm will be paid for the Additional Services
and reimbursed of its expenses.  The Debtors have agreed to pay
Conway Del Genio a transaction fee contingent upon the
consummation of a sale, and payable at the closing.

Mr. Prevor says that the transaction fee will be 1% of the
"Aggregate Consideration," offset by 50% of the total fees
received by the firm since the beginning of the current
engagement with the Debtors.

             Creditors Committee Objects to Amendment

The Official Committee of Unsecured Creditors objects to the
Debtors' amendment of their employment agreement with financial
advisors, Conway Del Genio, Gries & Co., LLC, that provides for
the reward of a success fee to the firm.

The Creditors Committee states that the Debtors should not be
authorized to pay the firm a success fee of $1,600,000 for
assisting them with a 40-day sale process, which may ultimately
leave the estates administratively insolvent.

According to Cathy Hershcopf, Esq., at Cooley Godward Kronish
LLP, in New York, while the sale to Bay Harbour Management LC was
the best possible outcome under the circumstances, the sale
proceeds alone provide no recovery for general unsecured
creditors.

The proposed fee is high in light of the work performed by Conway
Del Genio and would be paid at the expense of administrative and
priority creditors of the estates, who provided and continue to
prove valuable products and services to the Debtors, Ms.
Hershcopf argues.

Headquartered in Port Washington, New York, Steve and Barry LLC
-- http://www.steveandbarrys.com/-- is a national casual
apparel retailer that offers high quality merchandise at
low prices for men, women and children.  Founded in 1985, the
company operates 276 anchor and junior anchor shopping center
and mall-based locations throughout the U.S. At STEVE & BARRY'S
(R) stores, shoppers will find brands they can't find anywhere
else, including the BITTEN(TM) collection, the first-ever
apparel line created by actress and global fashion icon Sarah
Jessica Parker, and the STARBURY(TM) collection of athletic and
lifestyle apparel and sneakers created with NBA (R) star Stephon
Marbury.

Steve & Barry's, LLC, and 63 affiliates filed separate voluntary
petitions under Chapter 11 on July 9, 2008 (Bankr. S.D. N.Y. Lead
Case No. 08-12579). Lori R. Fife, Esq., and Shai Waisman, Esq., at
Weil, Gotshal & Manges, LLP, represent the Debtors in their
restructuring efforts.

Diana G. Adams, United States Trustee for Region 2, has appointed  
seven members to the Official Committee of Unsecured Creditors in
the Debtors' Chapter 11 cases.

When the Debtors filed for bankruptcy, it listed $693,492,000 in
total assets and $638,086,000 in total debts.


SUNCREST LLC: Panel, Zion Bank & WB Land Agree on Settlement
------------------------------------------------------------
Jennifer Toomer-Cook of the Deseret News reported Friday that the
Official Committee of Unsecured Creditors in Suncrest, L.L.C, and
lenders Zions Bank and WB Land Investment have agreed on a
settlement proposal that would allow unsecured creditors to
receive at least a fraction of the money they are owed.  Zions
Bank bought the bankrupt development at auction last June.

The proposed settlement was submitted Thursday to the U.S.
Bankruptcy Court for the District of Utah.  The settlement
proposes that the case, after payment of more than $850,000 in
attorney and administrative fees, be converted from Chapter 11 to
Chapter 7.  About $360,000 will be distributed to the unsecured
creditors.  As part of the settlement, Zions Bank would scale down
its $19 million claim on the estate to $7.5 million.

The settlement proposal will be distributed to all involved
parties.  U.S. Bankruptcy Court Judge William T. Thurman is
expected to rule on the settlement in about a month.

"We think it's a good deal," said David Leta, attorney for the
Unsecured Creditors Committee.

Charles W. Akerlow, president and chief executive officer of
Proterra, said the SunCrest developers owed his company
$7 million.  Through the settlement, money available to creditors
could rise to $2 million, he said, because some people still owe
SunCrest money.

Zions Bank, formerly SunCrest's biggest creditor, bought the
Draper hilltop development last June for $25.3 million at
bankruptcy auction.  Zions is selling the property to a developer.
SunCrest has more than 1,000 homes, but 2,452 unsold lots remain.

When Zions bought the property, David E. Leta, Esq., one of the
attorneys representing the unsecured creditors commitee,  
complained that the bank's bid was too low and left creditors
other than Zions Bank holding the bag.  Those creditors, owed
about $11 million, then petitioned to change the case from Chapter
11 to Chapter 7 to allow liquidation.

                          About SunCrest

Headquartered in Draper, Utah, SunCrest LLC fdba Dae/Westbrook LLC
-- http://www.suncrest.com-- develops mountaintop community in       
Draper.  The company filed for Chapter 11 protection on April 11,
2008 (Bankr. D. Utah Case No.08-22302).  Joel T. Marker, Esq., at
McKay Burton & Thurman, represents the Debtor in its restructuring
efforts.  The U.S. Trustee for Region 19 appointed seven creditors
to serve on an Official Committee of Unsecured Creditors.  David
E. Leta, Esq., and Engels Tejeda, Esq., at Snell & Wilmer in Salt
Lake City, Utah, represent the Committee in this case.  The Debtor
listed $46,442,365 in total assets and $96,587,367 in total debts.


SUNSET HOMES: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Sunset Homes, Inc.
        5980 Silver Springs Drive
        El Paso, TX 79912

Bankruptcy Case No.: 08-31368

Type of Business: The Debtor builds houses.

Chapter 11 Petition Date: September 1, 2008

Court: Western District of Texas (El Paso)

Debtor's Counsel: Sidney J. Diamond, Esq.
                   (usbc@whc.net)
                  Sidney Diamond, P.C.
                  3800 N Mesa C-4
                  El Paso, TX 79902
                  Tel: (915) 532-3327
                  Fax: (915) 532-3355

Estimated Assets: $1 million to $10 million

Estimated Debts: $1 million to $10 million

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

            http://bankrupt.com/misc/txwb08-31368.pdf


TALLULAH RIVER: Case Summary & Eight Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Tallulah River Mountain Resort, Inc.
        dba Tallulah River Walk
        126 Saluda Drive
        Santee, SC 29142

Bankruptcy Case No.: 08-22474

Type of Business: The Debtor operates a full amenity river and
                  mountain resort.

Chapter 11 Petition Date: September 1, 2008

Court: Northern District of Georgia (Gainesville)

Debtor's Counsel: Jerry A. Daniels, Esq.
                  Jerry A. Daniels, LLC
                  Suite 300
                  175 Gwinnett Drive
                  Lawrenceville, GA 30045
                  Tel: (770) 962-4070
                  Email: jerry@danielstaylor.com

Estimated Assets: $10 million to $50 million

Estimated Debts:  $1 million to $10 million

Debtor's 8 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Les Brannon                      Unsecured             $261,000
3315 Timber Ridge Trail          Promissary Note
Duluth, GA 30096

Judee Haas                       Unsecured Loan        $201,448
8702 South Winston Place
Tulsa, OK 74137

The Michael R. Thomas Trust      All personal and       $55,000
P.O. Box 158                     real property of      (Unknown
Edgewater, FL 32132              debtor                secured)
                                                    ($2,300,000
                                                   senior lien)

Dr. Tom Fuller                   Unsecured Note         $40,910

Winestock & Scavo, P.C.          Legal Fees             $36,236

James Volk                       Unsecured Loan         $23,518

Ann Brown                        Unsecured Loan         $17,279

Larry Henize                     Unsecured Loan         $13,919


TAMA BROADCASTING: FCC Probes Zwirn on Improper Licenses Transfer
-----------------------------------------------------------------
The New York Post reports that New York financier Daniel Zwirn and
his $5 billion hedge fund is under inquiry by the Federal
Communications Commission concerning the illegal transfer of Tama
Broadcasting Inc.'s radio licenses.

The paper's Teri Buhl writes that Tama complained that Zwirn took
ownership of Tama's nine licenses after Tama defaulted on a $20
million loan.  Under FCC law, licenses cannot be transferred
without the regulatory agency's permission.

However, Zwirn denies any licenses ownership transfer.  Zwirn
admits that it took control of station programming and staff
administration through its subsidiary, Straight Way Radio, to
regain its investment value.  Zwirn declares that ad revenue
increased by 50%.

Headquartered in Tampa, Florida, Tama Broadcasting Inc. --
http://www.tamabroadcasting.com/-- is a privately Black-owned  
media company.  Tama owns and operates 8 radio stations and has
affiliate relationships with two weekly newspapers.  According to
the New York Post on Aug. 31, 2008, a court judge is expected to
transfer Tama into the control of a receiver, so it can begin the
bankruptcy sale.


TCGC LLC: Federal Court to Hear Portion of Hobart Dispute
---------------------------------------------------------
Malavika Jagannathan of Greenbay Press Gazette reported on
Friday that Judge William Griesbach of the U.S. District Court for
the Eastern District of Wisconsin will consider a portion of a
bankruptcy case involving the village of Hobart, which borders the
west side of the City of Greenbay, Wisconsin, and the Thornberry
Creek Golf Course.

Judge Griesbach will rule on whether Hobart has a right to enforce  
a number of restrictive covenants on the Thornberry Creek Golf  
Course, village attorney Frank Kowalkowski said.

Thornberry Creek, a 320-acre, 36-hole golf course with banquet
facilities and a pro shop, is owned by TCGC, LLC, a company which
filed for Chapter 11 bankruptcy on July 16, 2008, with the Eastern
District of Wisconsin.

The covenants would require any buyer to maintain the property as
a golf course and continue to pay taxes.  This is separate from
the majority of the proceedings, which would still be heard by the
bankruptcy court.

The village objects to the the property transfer because the
property could become tax-exempt if the tribe places it in federal
trust.

As reported in the Troubled Company Reporter on July 7, 2008,
the Oneida Tribe of Indians' General Tribal Council voted to
buy the Thornberry Creek Golf Course from TCGC, LLC, in Hobart,
according to Chicago Tribune.

Tribal communications director Bobbi Webster said nearly all of
the 1,000 members who attended the meeting meeting supported the
purchase.  She did not say how much the tribe would pay for the
course, but tax records show the clubhouse property is worth
$4.3 million.

                         About TGCC, LLC

TGCC, LLC -- http://www.thornberrycreekcc.net/-- owns and  
operates the Thornberry Creek Golf Course.  The company filed for
voluntary Chapter 11 bankruptcy protection in the Eastern District
of Wisconsin on July 16, 2007.  Paul G. Swanson, Esq., at
Steinhilber Swanson Mares Marone & McDermott, represents the
Debtor in its restructuring efforts.  When it filed for  
bankruptcy, the Debtor listed $17,792,813 in assets and
$16,879,672 in liabilities.


TEKOIL AND GAS: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Tekoil and Gas Gulf Coast, LLC
        1396 Havelock
        Spring, TX 77386

Bankruptcy Case No.: 08-80405

Type of Business: The Debtor is an acquisition subsidiary of
                  Tekoil & Gas Corp. -- a technology-driven
                  company focused on the development, acquisition,
                  stimulation, rehabilitation and asset
                  improvement of small to medium-sized oil and gas
                  fields.

Chapter 11 Petition Date: August 29, 2008

Court: Southern District of Texas (Galveston)

Judge: Letitia Z. Clark

Debtor's Counsel: Patrick J Neligan, Jr., Esq.
                  Neligan Foley LLP
                  325 N. Street Paul, Suite 3600
                  Dallas, TX 75201
                  Tel: (214) 840-5300
                  Fax : 214-840-5301
                  Email: pneligan@neliganlaw.com

Estimated Assets: $50 million to $100 million

Estimated Debts:  $10 million to $50 million

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


THORNBURG MORTGAGE: June 30 Balance Sheet Uside-Down by $1.42BB
---------------------------------------------------------------
Thornburg Mortgage Inc. disclosed last week its financial results
for the second quarter ended June 30, 2008.  

At June 30, 2008, the company's consolidated balance sheet showed
$28.79 billion in total assets, $29.21 billion in total
liabilities, and $1.00 billion in preferred stock, resulting in a
$1.42 billion stockholders' deficit.

The company reported net income before preferred stock dividends
for the quarter ended June 30, 2008, of $412.3 million, as
compared to net income of $83.4 million for the same period in the
prior year.

Earnings for the quarter were significantly impacted by the
following items:

  -- $536.9 million fair value gain related to the Principal           
     Participation Agreement and Additional Warrant Liability

  -- $209.6 million loss on further impairment of the company's
     MBS portfolio partially offset by a $14.3 million net gain on
     the sale of ARM Assets and REO

  -- $24.9 million fair value gain related to the Senior
     Subordinated Notes

  -- $23.0 million gain on the extinguishment of the company's
     remaining asset-backed commercial paper debt

Adjusted income after eliminating the impact of these items is
$22.7 million for the quarter ended June 30, 2008.

The increase in the company's second quarter earnings to
$412.3 million, as compared to $83.4 million a year ago, is
primarily due to decreases in the fair value of the PPA and
Additional Warrant Liability and the Senior Subordinated Notes of
$536.9 million and $24.9 million, respectively, and a gain on the
extinguishment of the company's remaining asset-backed commercial
paper debt of $23.0 million, partially offset by a net loss on ARM
Assets of $195.2 million.  Net interest income was $53.3 million
compared to $102.3 million for the same quarter of 2007, or 48%
less than a year ago.

The portfolio yield during the second quarter increased 78 basis
points to 6.95% from 6.17% in the prior quarter.  The company's
average cost of funds increased to 6.19% in the second quarter
from 5.93% in the prior quarter.  This resulted in an average
portfolio margin of 0.73% for the quarter, which was up from 0.49%
from the prior quarter.

The company's operating expenses as a percentage of average assets
increased to 0.28% at June 30, 2008, from 0.11% for the prior
quarter.  This increase resulted from increased shareholder
relations, accounting and legal fees as well as increased expenses
related to the operations of Thornburg Mortgage Home Loans as a
result of reduced loan production and resultant reduced
capitalized loan origination costs.

Premium amortization for the quarter ended June 30, 2008, resulted
in accretion of $64.0 million for the second quarter of 2008,
which reflects an actual CPR for the quarter of 16%, as compared
to 12% and 17%, respectively, for the quarters ended March 31,
2008, and June 30, 2007, respectively.  In calculating the
company’s amortization for the second quarter of 2008, Thornburg
Mortgage has assumed prepayments for its portfolio will be 13% CPR
for three months before accelerating to a forecasted average CPR
of 18%.  This forecast is based on prepayment rates and the age,
coupon and product-based vectors of the company's portfolio.  The
company believes these prepayment assumptions are prudent yet
representative of the competing factors of current mortgage
interest rates offset by declining real estate values and
considerably tighter lending standards.  Largely as a result of
the other-than-temporary impairment charges taken in the fourth
quarter of 2007 and the first half of 2008, Thornburg Mortgage
owns its mortgage assets at a net discount of 7.44% which suggests
that any increase in prepayments will have a positive impact on
its portfolio spreads and margins.

        Liquidity Vital to Normalized Business Operations

As of March 6, 2008, the company did not have enough liquid assets
to satisfy margin calls approximating $610 million.  By March 12,
2008, the company had received notices of events of default from
five different reverse repurchase agreement counterparties, with
an aggregate amount of $1.8 billion in outstanding obligations to
these counterparties (all of which were subsequently cured).  On
March 17, 2008, the company entered into a 364-day Override
Agreement with five of its remaining Reverse Repurchase Agreement
and Forward Auction Agreement counterparties.  Pursuant to the
Override Agreement, the company was required to raise $1 billion
in new capital.

The company completed a Financing Transaction through the private
placement of an aggregate of up to $1.35 billion in principal
amount of Senior Subordinated Notes, Initial Warrants, Escrow
Warrants and Additional Warrants and participations in a Principal
Participation Agreement on March 31, 2008.  Of the $1.35 billion
amount, $200.0 million was deposited in escrow, of which
approximately $188.6 million continues to be held in escrow at
June 30, 2008, and is not recorded in the the company's
consolidated balance sheet as of said date.  The decrease in the
rate of interest payable on the Senior Subordinated Notes, the
termination of the Principal Participation Agreement and the
issuance of additional Senior Subordinated Notes in exchange for
the approximately $188.6 million of remaining escrowed funds are
dependent upon these events:

(1) Shareholder approval of a charter amendment to increase the
     number of authorized shares of capital stock from 500 million     
     to 4 billion shares (which was obtained on June 12, 2008),

(2) Completion of a successful Exchange Offer and Consent
     Solicitation for at least 66 2/3% of the outstanding shares
     of each series of Preferred Stock (which is equivalent to 66
     2/3% of the aggregate liquidation preference of the
     outstanding shares of each series of Preferred Stock) by
     Sept. 30, 2008.  Completion of a successful Exchange Offer
     and Consent Solicitation requires approval from the holders
     of the company's voting stock (which was obtained on June 12,
     2008) and each series of Preferred Stock of an amendment to
     the company's charter to modify the terms of each series of
     Preferred Stock to eliminate certain rights of the Preferred
     Stock.  The company commenced the Exchange Offer and Consent
     Solicitation on July 23, 2008, and as of Aug. 19, 2008, the
     company had received tenders for over 66 2/3% of the
     outstanding shares of each series of Preferred Stock, and

(3) Issuance of Additional Warrants to the investors under the
     Principal Participation Agreement and to the investors that
     contributed the approximately $188.6 million in remaining
     escrowed funds by Sept. 30, 2008.

If the company satisfies these three conditions, then it can
terminate the Principal Participation Agreement by issuing to each
Participant its prescribed share of the Additional Warrants.  If
the company does not satisfy these conditions, the PPA remains in
effect.

The company believes that the satisfaction of the Escrow Release
Conditions is vital for the company to resume normalized business
operations.  The outcome of these events, the availabily of
sources of liquidity and the availability of financing for certain
of the company's ARM Assets is uncertain.

Since entering into the Override Agreement, the rating agencies
have been taking significant actions on their ratings of all
classes of mortgage securities.  As a result, the company has
experienced ratings downgrades of $36.4 million carrying value of
MBS through June 30, 2008, and $1.1 billion carrying value of MBS
between June 30, 2008, and Aug. 22, 2008, on the MBS
collateralizing the Reverse Repurchase Agreements.  

As a result of these downgrades, the company and the parties to
the Override Agreement have determined that the Override Agreement
has some possible ambiguities as to the amount, timing,
calculation methodology and limits of margin calls against the
Liquidity Reserve Fund.  The company and the parties to the
Override Agreement are in negotiations to resolve the potential
ambiguities.  On Aug. 21, 2008, in connection with these
negotiations, the company used amounts in the Liquidity Reserve
Fund to pay margin calls totaling approximately
$219.0 million based on its interpretation of the Override
Agreement, which may be less than the counterparties to the
Override Agreement's interpretation.  As of Aug. 22, 2008, the
company has identified additional downgrades in its portfolio that
would result in similar margin calls of $25.9 million.  The
company expects that additional margin calls arising from existing
or future ratings downgrades will be satisfied out of the
Liquidity Reserve Fund, based on its interpretation of the
Override Agreement.  

             Exchange Offer and Consent Solicitation

On July 23, 2008, the company commenced its Exchange Offer and
Consent Solicitation (the "Exchange Offer") for all of its
outstanding preferred stock.  Preferred shareholders will receive
$5.00 in cash and 3.5 shares of the company's common stock for
each share of preferred stock validly tendered and accepted.
Successfully completing the Exchange Offer by Sept. 30, 2008, is
required to eliminate the PPA and reduce the annual interest rate
on the Senior Subordinated Notes to 12% from 18%.  As of 5:00
p.m., New York City time, on Aug. 22, 2008, holders of Preferred
Stock had tendered approximately (i) 79.4% (5,178,290 shares) of
the Series C Preferred Stock; (ii) 82.0% (3,279,428 shares) of the
Series D Preferred Stock; (iii) 89.4% (2,828,446 shares) of the
Series E Preferred Stock and (iv) 68.8% (20,869,687 shares) of the
Series F Preferred Stock.

The Exchange Offer will expire at 12:01 a.m., New York City time,
on Sept. 3, 2008, unless further extended or terminated by the
company.  Holders of the preferred stock who have previously
tendered their shares continue to have the right to revoke such
tenders at any time prior to the current expiration date of 12:01
a.m., New York City time, on Sept. 3, 2008, by complying with the
revocation procedures set forth in the Offering Circular relating
to the Exchange Offer.

               Credit Performance of ARM Portfolio

At June 30, 2008, 60-day plus delinquent loans in the company's
portfolio of 34,915 loans totaled 0.65%, up from 0.44% at
March 31, 2008, but still significantly below the industry's
conventional prime ARM loan delinquency ratio of 6.79% at
March 31, 2008, as reported by the Mortgage Bankers Association.
In addition, at June 30, 2008, the company owned 55 REO properties
with original balances of $38.0 million and a valuation reserve of
$12.5 million.  One category of bulk purchased loans, specifically
$530.0 million of pay option ARMs purchased from one seller,
continues to exhibit higher delinquencies than the rest of the
company's loan portfolio and is effectively doubling the company's
total portfolio delinquency rate.  However, Thornburg Mortgage
originally anticipated that these loans would experience higher
delinquencies and losses when it acquired them and is managing
these delinquencies to minimize losses.  In the second quarter,
the company realized loan losses of $3.4 million, losses on REO
sales of $133,000 and recorded $1.7 million in write-downs related
to REO that the company expects to sell in the future.  Thornburg
Mortgage believes that the impairment charges totaling
$578.6 million reflected in its Securitized ARM Loans included all
probable credit losses inherent in the ARM loan portfolio at
June 30, 2008.

Thornburg Mortgage says it remains committed to preserving strong
asset quality.  At June 30, 2008, 97.7% of its ARM Asset portfolio
was concentrated in AAA or AA rated securities or agency
securities.  However, as of Aug. 22, 2008, $1.1 billion of the
company's ARM asset portfolio was downgraded.  As a result, the
percent of high quality MBS in its portfolio has declined to
93.2%.

Purchased securitized loans totaled $427.5 million or 1.6% of the
company’s ARM assets at June 30, 2008.  The company retains the
credit risk associated with the ownership of these purchased
securitized loans, which have a total principal balance of
underlying loans of $5.5 billion.  Accordingly, Thornburg Mortgage
has estimated credit losses in the form of a non-accretable
discount of $26.0 million, which the company believes is the
appropriate amount of non-accretable discount based upon the
current delinquency rates in these underlying loans.

During the quarter ended June 30, 2008, Thornburg Mortgage
originated $243.6 million of ARM loans, generally originated to
"A quality" underwriting standards.  Of the ARM assets acquired
and originated during the second quarter of 2008, 100% were hybrid
ARM assets.  Consolidated assets totaled $28.79 billion at
June 30, 2008, compared to $36.27 billion at Dec. 31, 2007.

For the quarter ended June 30, 2008, Thornburg Mortgage's mortgage
assets paid down at an approximate average CPR of 16%, compared to
12% for the quarter ended March 31, 2008, and 17% for the quarter
ended June 30, 2007.

Full-text copies of the company's consolidated financial
statements for the quarter ended June 30, 2008, are available for
free at http://researcharchives.com/t/s?318f

                  About Thornburg Mortgage Inc.

Based in Santa Fe, New Mexico, Thornburg Mortgage Inc. (NYSE: TMA)
-- http://www.thornburgmortgage.com/-- is a single-family              
residential mortgage lender focused principally on prime and
super-prime borrowers seeking jumbo and super-jumbo adjustable-
rate mortgages.  It originates, acquires, and retains investments
in adjustable and variable rate mortgage assets.  Its ARM assets
comprise of purchased ARM assets and ARM loans, including
traditional ARM assets and hybrid ARM assets.

                          *     *     *

As reported in the Troubled Company Reporter on June 27, 2008,
Moody's Investors Service affirmed Ca and C senior debt and
preferred stock ratings, respectively of Thornburg Mortgage Inc.
Thornburg's Ca debt rating remains under review for possible
downgrade.

Moody's said that Thornburg's efforts to raise capital to avoid
default under its repo agreements have resulted in the
reconfiguration of its balance sheet with adverse impact on its
debt and preferred equity holders.

As reported in the Troubled Company Reporter on Aug. 11, 2008,
Standard & Poor's said that the completion of Thornburg Mortgage
Inc.'s tender offer for its preferred shares will have an impact
on the rating once complete.  If Thornburg is successful in the
tender offer, S&P would view this as a positive sign.


TRIPLE O: Voluntary Chapter 11 Case Summary
-------------------------------------------
Debtor: Triple O Enterprises, Ltd.
        6358 Pinemont Drive
        Houston, TX 77092

Bankruptcy Case No.: 08-35589

Chapter 11 Petition Date: August 28, 2008

Court: Southern District of Texas (Houston)

Debtor's Counsel: Peter Johnson, Esq.
                  (pjlawecf@pjlaw.com)
                  Law Offices of Peter Johnson
                  Eleven Greenway Plaza, Suite 2820
                  Houston, TX 77046
                  Tel: (713) 961-1200
                  Fax: (713) 961-0941

Total Assets: $1,405,000

Total Debts: $1,047,908

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


TROPICANA ENT: Salient Terms of Aztar Casino Assets Re-Marketing
----------------------------------------------------------------
Tropicana Entertainment LLC asks the U.S. Bankruptcy Court for the
District of Delaware for permission to:

   (a) comply with deadlines set forth in the Purchase Agreement;

   (b) commence the re-marketing of the Evansville Assets to
       potential competing bidders; and

   (c) preserve maximum flexibility while the Debtors' new
       executive management team and recently-appointed Board of
       Managers evaluate all strategic options with respect to
       the Evansville Assets.

The Debtors seek to sell their assets related to Casino Aztar
Evansville to Resorts Indiana LLC, as buyer, and Eldorado
Resorts, LLC, as parent guarantor, subject to higher and better
bids.

The Debtors believe that if the Casino Aztar Assets are sold at
this time, they will obtain the maximum recovery of those assets
for their creditors if sold through a well-advertised auction.

                Marketing Efforts for Casino Aztar

Lee E. Kaufman, Esq., at Richards Layton & Finger P.A., in
Wilmington, Delaware, notes that in December 2007, the New Jersey
Casino Control Commission denied the Debtors' applications to
renew their gaming license, based on findings concerning the
unacceptable business ability and integrity of the Debtors'
former officers.  Thereafter, the Indiana Gaming Commission
asserted that the New Jersey ruling put at risk the Debtors'
license to own and operate the Aztar Casino Evansville, located
in Evansville, Indiana.

To induce the Indiana Gaming Commission to refrain from
exercising its regulatory powers on the Debtors' gaming license,
the Debtors' former management agreed to an expedited sale
process for Casino Aztar.  The Debtors also consented to the
appointment of Robert Dingman as their attorney-in-fact to assist
with overseeing the operations at Casino Aztar in the interim.

>From the purchase offers gathered, the Debtors determined that
the bid from Resorts Indiana was the highest and best offer for
the Casino Aztar Assets.  By March 31, 2008, Aztar Riverboat
Holding Company, LLC, the Selling Debtor, executed an agreement
with Resorts Indiana for the purchase of the Evansville Assets
for $190,000,000 in cash, a $30,000,000 note, and a potential
"earn-out" of up to $25,000,000 to be calculated based on the
financial performance of Casino Aztar during the year following
the closing of the Sale.  Resorts Indiana has deposited
$10,000,000, currently held in an interest bearing account with
Wells Fargo NA.

The Aztar Asset Purchase Agreement sets forth a number of
deadlines by which the Sale must close, Mr. Kaufman notes.

Mr. Kaufman adds that the Indiana gaming authorities have alleged
-- but the Debtors do not concede -- that certain representations
were made regarding Casino Aztar and that they relied on those
representations in refraining from exercising their regulatory
powers with respect to Casino Aztar license.  The Indiana
authorities noted that unless the Debtors' new board and
executive management pursue the sale process, they can no longer
refrain from pursuing regulatory actions with respect to the
Debtors' licenses in Indiana.

               Applicable Deadlines under Aztar APA

Pursuant to Aztar APA, Debtor Aztar Riverboat agreed that if it
became a Chapter 11 debtor prior to the sale closing and if the
APA had not otherwise been terminated by then, it would file a
motion promptly seeking Court approval of a bidding procedures
order that would provide that:

  -- the Aztar APA would be the stalking horse bid for Casino
     Aztar;

  -- Resorts Indiana would be the stalking horse bidder for that
     bid;

  -- upon the consummation of an Alternate Transaction for the
     Assets, Resorts Indiana would be entitled to certain fees
     and expense reimbursements, and those fees and expense
     reimbursements would be treated as superpriority
     administrative expense priority obligations.

The Aztar APA provides either party may terminate the APA if the
transaction is not consummated by August 31, 2008, the Outside
Date.  Either party may extend the Outside Date if that party is
otherwise in compliance with all obligations under the Agreement
in all material respects, and if the extension is necessary to
obtain any required Gaming Approvals.  

The Outside Date can only be extended beyond December 10, 2008,
with the consent of the lenders under the OpCo Credit Facility,
and at that point, no later than April 1, 2009.

Under the Aztar APA, if the Sale is not closed by September 28,
2008, the Attorney-in-Fact may sell the Evansville Assets in good
faith.  

A full-text copy of the Aztar APA is available for free at:

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

The Debtors inform the Court that they intend to market the
Evansville Assets on an exclusive basis, notwithstanding the
provisions of the Power of Attorney.  The Attorney-in-Fact has
informed the Debtors that he has no current intention to market
the Evansville Assets, Mr. Kaufman relates.

Moreover, the Debtors understand that Resorts Indiana's financing
commitment expires on Dec. 31, 2008.

                         Bidding Procedures

To ensure that the highest or otherwise best price is received
for the Evansville Assets, the Debtors propose uniform bidding
procedures to govern the submission of competing bids at an
Auction.

To be deemed a Qualifying Bidder, each potential bidder other
than Resorts Indiana must deliver to the Debtors, a written offer
for the purchase of substantially all of the Casino Aztar Assets.  
Any bid must result in a value for the Casino Aztar Assets that
is more than $228,100,000 and must be accompanied by a good faith
deposit of no less than $10,000,000.

A full-text copy of proposed Bidding Procedures for the Casino
Aztar Assets is available for free at:

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

As part of the Bidding Procedures, the Debtors seek approval of a
break-up fee for $6,600,000 and an expense reimbursement of up to
$500,000 for Resort Indiana's actual out-of-pocket costs and
expenses in connection with the negotiation, documentation,
and implementation of the APA.  If owed, the Break-up Fee and the
Expense Reimbursement will constitute allowed superpriority
administrative expenses of Aztar Riverboat's estate.

In addition, to induce Resorts Indiana to remain as a Back-up
Bidder, the Debtors agree to pay certain of Resorts Indiana's  
fees, costs, and expenses, including:

   -- up to the amount of $125,000 for the filing fee paid by
      Resorts Indiana to the United States if it makes all
      necessary filings under the HSR Act by November 15, 2008;

   -- a reimbursement of up to $245,000 as an administrative
      expense Resorts Indiana's Ticking Fee for December 2008;

   -- the reasonable, documented out-of-pocket costs incurred on
      and after December 1, 2008, by Resorts Indiana to be
      prepared to consummate a Closing while it remains the Back-
      up Bidder or the new "Prevailing Purchaser" pursuant to the
      Bidding Procedures; and

   -- the reasonable fees, costs, and expenses, including any
      applicable Ticking Fee, of Resorts Indiana's Lenders for
      the extension of the Financing Commitment from its current
      expiration of December 31, 2008, to the Extended Commitment
      Date.

The Debtors propose this timeline with respect to the Bidding
Procedures, the Auction, the Sale Hearing, and the Sale:

     September 2008         The Debtors will begin to re-market
                            the Evansville Assets.
     
     September 16, 2008     Bidding Procedures Hearing

     October 31, 2008       Final pre-Auction bids due.

     Week of Nov. 10, 2008  Auction
  
     November 18, 2008      Sale Hearing

     No later than
     December 31, 2008      Sale closing

The Debtors further ask the Court to rule that notice of the
Sale, Auction, Sale Hearing and the Bidding Procedures Order be
deemed adequate and sufficient if:

   -- Within 15 days of the entry of the Bidding Procedures, the
      Debtors serve by first class mail copies of the Bidding
      Procedures Order, the Bidding Procedures, and a notice
      regarding the Sale on the Notice Parties, which include,
      among others, (1) the Office of the U.S. Trustee, (2)
      counsel to the Official Committee of Unsecured Creditors,
      (3) counsel to the Debtors' lenders, (4) the Internal
      Revenue Service, (5) the Securities and Exchange
      Commission; (6) the gaming commissions for the States of
      Indiana, Louisiana, Mississippi, New Jersey, and Nevada;
      (7) the United States Department of Justice; and (8) the
      Buyer and its counsel; and

   -- Within 20 days of the entry of the Bidding Procedures, the
      Debtors will publish a notice in the Evansville Courier
      Press and the national edition of The Wall Street Journal
      and USA Today.

The Debtors relate that they intend to use the sale proceeds, if
any, to distribute to creditors under a plan of reorganization or
as authorized by the Court in conformity with the Bankruptcy
Code.

The Court is set to consider the proposed Bidding Procedures in a
hearing schedule for September 16, 2008.  Any responses or
objections must be filed with the Court in writing no later than
September 9.

                  About Tropicana Entertainment

Based in Crestview Hills, Kentucky, Tropicana Entertainment LLC --
http://www.tropicanacasinos.com/-- is an indirect subsidiary of       
Tropicana Casinos and Resorts. The company is one of the largest
privately-held gaming entertainment providers in the United
States. Tropicana Entertainment owns eleven casino properties in
eight distinct gaming markets with premier properties in Las
Vegas, Nevada and Atlantic City, New Jersey.

Tropicana Entertainment LLC filed for Chapter 11 protection on
May 5, 2008, (Bankr. D. Del. Case No. 08-10856).  Its debtor-
affiliates filed for separate Chapter 11 petitions but with no
case numbers assigned yet.  Kirkland & Ellis LLP and Mark D.
Collins, Esq., at Richards Layton & Finger, represent the Debtors
in their restructuring efforts.  Their financial advisor is Lazard
Ltd.  Their notice, claims, and balloting agent is Kurtzman Carson
Consultants LLC.  Epiq Bankruptcy Solutions LLC is the Debtors'
Web site administration agent.  AlixPartners LLP is the Debtors'
restructuring advisor.

Stroock & Stroock & Lavan LLP and Morris Nichols Arsht & Tunnell
LLP represent the Official Committee of Unsecured Creditors in
this case.  Capstone Advisory Group LLC is financial advisor to
the Creditors' Committee.

The Debtors' exclusive plan filing period expires on Sept. 2,
2008.  (Tropicana Bankruptcy News, Issue No. 14; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or    
215/945-7000)


TROPICANA ENT: Various Parties Respond to Casino Aztar Sale
-----------------------------------------------------------
Various parties-in-interest in the bankruptcy cases of Tropicana
Entertainment LLC responded to the Debtors' plan to sell their
assets related to Casino Aztar Evansville to Resorts Indiana LLC,
as buyer, and Eldorado Resorts, LLC, as parent guarantor, subject
to higher and better bids.

(1) Creditors Committee

"A proper sale process must be run for the Casino Aztar
Evansville to determine whether any offer makes sense," Ann
Cordo, Esq., at Morris, Nichols, Arsht & Tunnell LLP, in
Wilmington, Delaware, emphasizes, on behalf of the Official
Committee of Unsecured Creditors.

"However, the reality of the situation may be that the Debtors
and their creditors are much better off keeping the Casino Aztar
Evansville and reorganizing around it and the other core
Tropicana assets," Ms. Cordo says.

The Committee says it supports the Debtors' Sale Motion for the
purpose of testing the market and obtaining information to make
the appropriate determination on the disposition of Casino Aztar.

The Committee notes though that the terms of the Power of
Attorney -- including the requirement of the Casino Aztar sale to
occur before September 28, 2008 -- may not be enforceable as it
would result in a violation of the automatic stay.  Thus, those
terms should not dictate the decisions of the Debtors with
respect to its property, Ms. Cordo says.

The Committee, however, complains that:

   -- the Earn Out consideration under the Casino Aztar Purchase
      Agreement is partially illusory; and

   -- the break-up fee and expense reimbursement are excessive.

The APA provides for a payment of up to $25,000,000 for the
purchase of Casino Aztar.  Based on historical performance data,
the Debtors will not likely receive this consideration because
Casino Aztar is unlikely to achieve EBITDA of $38,000,000, Ms.
Cordo points out.

Moreover, the break-up fee and expense reimbursement, which total
3.7% of the proposed purchase price, appear to greatly outweigh
any amounts that could be owed by the Debtors as rejection
damages pursuant to a rejection of the Casino Aztar APA.

The Committee thus seek that the Casino Aztar Purchase Agreement
be modified to reduce the break-up fee and to require Eldorado to
pay real value instead of including the illusory "Earn out" as
part of the purchase price consideration.

(2) Ad Hoc Consortium

The Ad Hoc Consortium of Holders of 9 5/8% Senior Subordinated
Notes joins in the request for the approval of the Debtors' Sale
Motion in limited part to the extent it permits the Debtors to
re-market Casino Aztar.  

The Ad Hoc Consortium, however, ask the Court to deny the portion
of the Sale Motion that seeks approval of any sale of Casino
Aztar before the Debtors' business plan is finalized, new bids
are received from the sales process, and the Debtors, Official
Committee and Noteholders have an opportunity to determine what
is in the best interests of the Debtors' estate.

(3) Indiana Gaming Commission

The Indiana Gaming Commission intends to continue a hearing in
November 2008 for Eldorado Resorts' license application for the
Casino Aztar Evansville, The Evansville Courier Press reports.

Tropicana Entertainment owns the Aztar Casino.  It agreed to sell
the Aztar casino to Eldorado Resorts in March 2008 and thus,
Eldorado started the process of procuring an Indiana gaming
license for the casino.

The Indiana Commission plans to continue the review of the
Eldorado license application, despite Tropicana Entertainment's
plan to put up the casino for auction.  "Our background and
financial investigations continue to process the application for
transfer of the license to Eldorado in the normal course of
business," the Evansville Courier Press quoted Gaming Commission
Executive Director Ernest Yelton as saying.  

"If that auction ultimately yields another buyer, and the
investigation of Eldorado is not complete, then (the Eldorado
review) would stop," Mr. Yelton told the newspaper.  "But we are
looking for a transition from current ownership (at Aztar), and
will continue to work to make that as seamless a web as
possible."

                  About Tropicana Entertainment

Based in Crestview Hills, Kentucky, Tropicana Entertainment LLC --
http://www.tropicanacasinos.com/-- is an indirect subsidiary of       
Tropicana Casinos and Resorts. The company is one of the largest
privately-held gaming entertainment providers in the United
States. Tropicana Entertainment owns eleven casino properties in
eight distinct gaming markets with premier properties in Las
Vegas, Nevada and Atlantic City, New Jersey.

Tropicana Entertainment LLC filed for Chapter 11 protection on
May 5, 2008, (Bankr. D. Del. Case No. 08-10856).  Its debtor-
affiliates filed for separate Chapter 11 petitions but with no
case numbers assigned yet.  Kirkland & Ellis LLP and Mark D.
Collins, Esq., at Richards Layton & Finger, represent the Debtors
in their restructuring efforts.  Their financial advisor is Lazard
Ltd.  Their notice, claims, and balloting agent is Kurtzman Carson
Consultants LLC.  Epiq Bankruptcy Solutions LLC is the Debtors'
Web site administration agent.  AlixPartners LLP is the Debtors'
restructuring advisor.

Stroock & Stroock & Lavan LLP and Morris Nichols Arsht & Tunnell
LLP represent the Official Committee of Unsecured Creditors in
this case.  Capstone Advisory Group LLC is financial advisor to
the Creditors' Committee.

The Debtors' exclusive plan filing period expires on Sept. 2,
2008.  (Tropicana Bankruptcy News, Issue No. 14; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or    
215/945-7000)


TROPICANA ENT: Investigation Deadline Extended Until September 30
-----------------------------------------------------------------
Judge Kevin J. Carey of the U.S. Bankruptcy Court for the District
of Delaware extended the Investigation Deadline through Sept. 30,
2008, at 5:00 p.m., Eastern Time.

Pursuant to the Court's May 30, 2008 LandCo Cash Collateral
Order, the Official Committee of Unsecured Creditors Committee in
Tropicana Entertainment LLC's Chapter 11 case and other parties-
in-interest were granted a 90-day period within which to
investigate and challenge the validity, enforceability, priority
or extent of the prepetition obligations and liens of the Debtors
to any of the LandCo Lenders and Credit Suisse, as the LandCo
Lenders' agent.

The LandCo Cash Collateral Order further provided that the
Investigation Deadline may be extended to any agreed date, in
writing, by the LandCo Agent in its sole discretion, or as
ordered by the Court.  The current Investigation Deadline is
Aug. 28, 2008.

The Creditors Committee wants the opportunity to investigate the
Prepetition Obligations and Prepetition Liens asserted by Credit
Suisse and the LandCo Lenders.

Credit Suisse serves in separate capacities as agents for two
separate lender groups, which have different holders and
different liens, claims and rights under their applicable credit
documents.  Decisions of the OpCo Agent and the LandCo Agent are
made independently of each other.

Credit Suisse, as LandCo Agent, has refused to extend the
deadline.  However, Credit Suisse, as OpCo Agent to a syndicate
of senior secured lenders under the Credit Agreement dated
January 3, 2007, has agreed to extend the August 28, 2008
deadline under the Final OpCo DIP Order solely for the Creditors
Committee through September 30, 3008.

In separate filings, (i) the Debtors informed the Court that they
do not object to the Court's granting of the extension; (ii) the
OpCo Agent took no position on extension request; and (iii) the
LandCo Agent asserted that the request should be denied as the
Creditors Committee cannot show cognizable cause, need or
justification for extending the Investigation Deadline.

                  About Tropicana Entertainment

Based in Crestview Hills, Kentucky, Tropicana Entertainment LLC --
http://www.tropicanacasinos.com/-- is an indirect subsidiary of       
Tropicana Casinos and Resorts. The company is one of the largest
privately-held gaming entertainment providers in the United
States. Tropicana Entertainment owns eleven casino properties in
eight distinct gaming markets with premier properties in Las
Vegas, Nevada and Atlantic City, New Jersey.

Tropicana Entertainment LLC filed for Chapter 11 protection on
May 5, 2008, (Bankr. D. Del. Case No. 08-10856).  Its debtor-
affiliates filed for separate Chapter 11 petitions but with no
case numbers assigned yet.  Kirkland & Ellis LLP and Mark D.
Collins, Esq., at Richards Layton & Finger, represent the Debtors
in their restructuring efforts.  Their financial advisor is Lazard
Ltd.  Their notice, claims, and balloting agent is Kurtzman Carson
Consultants LLC.  Epiq Bankruptcy Solutions LLC is the Debtors'
Web site administration agent.  AlixPartners LLP is the Debtors'
restructuring advisor.

Stroock & Stroock & Lavan LLP and Morris Nichols Arsht & Tunnell
LLP represent the Official Committee of Unsecured Creditors in
this case.  Capstone Advisory Group LLC is financial advisor to
the Creditors' Committee.

The Debtors' exclusive plan filing period expires on Sept. 2,
2008.  (Tropicana Bankruptcy News, Issue No. 14; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or    
215/945-7000)


VICTORVILLE AEROSPACE: Case Summary & 17 Largest Unsec. Creditors
-----------------------------------------------------------------
Debtor: Victorville Aerospace, LLC
        dba Liberty West
        18200 Phantom West
        Victorville, CA 92394

Bankruptcy Case No.: 08-35790

Type of Business: The Debtor is a provider of MRO services for the
                  aviation industry, specializing in Airbus,
                  Boeing, Lockheed and McDonnell Douglas aircraft,
                  both narrow and wide-body aircraft.  
                  See http://www.victorvilleaerospace.com

Chapter 11 Petition Date: September 1, 2008

Court: Southern District of Texas (Houston)

Judge: Marvin Isgur

Debtor's Counsel: Ronald J. Sommers, Esq.
                  Nathan Sommers Jacobs
                  2800 Post Oak Boulevard, 61st Floor
                  Houston, TX 77056-6102
                  Tel: (713) 892-4801
                  Fax: (713) 892-4800
                  Email: efilers@nathansommers.com

Total Assets: $6,286,348

Total Debts:  $18,986,880

Debtor's 17 Largest Unsecured Creditors:

   Entity                                          Claim Amount
   ------                                          ------------
Worsham, James                                       $1,712,730
18374 Phantom
Victorville, CA 92394

GSI                                                  $1,282,776
5999 Stevenson Avenue, Suite 410
Alexandria, VA 22304

Graven, Will                                           $850,000
3737 S. Grove Street
Phoenix, AZ 85040

KND Afiliates, LLC                                     $828,783
462 Stevens Avenue, Suite 308
Solana Beach, CA 92075

Plane Techs                                            $678,298
3585 Atlanta Avenue
P.O. Box 934477

Aircraft on Ground, Inc.                               $228,385

Time Aviation Services                                  $71,492

World Service West                                      $50,443

United Rentals                                          $40,338

Southern California Logistics Airport                  $25,193

Aero Sol Solutions                                     $10,000

STS Services, Inc.                                      $7,100

Airpac Enterprises                                      $7,000

Logair parts, LLC                                       $5,750

Bax Global                                              $3,829

City of Victorville                                     $1,440

Fab Air                                                 $1,200


VISTEON CORP: Ford Motor to Contribute $50 Mil. in Escrow Account
-----------------------------------------------------------------
Visteon Corporation, Ford Motor Company and Ford-managed entity
Automotive Components Holdings, LLC, amended these agreements:

     1) The Escrow Agreement, dated as of Oct. 1, 2005, among
Ford, the company and Deutsche Bank Trust Company Americas, was
amended to, among other things, provide that Ford will contribute
an additional $50 million into the escrow account, and to provide
that such additional funds will be available to the company to
fund restructuring and other qualifying costs, as defined within
the Escrow Agreement, on a 100% basis.

     2) The Reimbursement Agreement, dated as of Oct. 1, 2005,
between Ford and the company, was amended and restated to, among
other things, require Ford to reimburse the company for certain
severance expenses and other qualifying termination benefits, as
defined in such agreement, relating to the termination of salaried
employees who were leased to ACH.  Previously, the amount required
to be reimbursed by Ford was capped at $150 million, of which the
first $50 million was to be funded in total by Ford and the
remaining $100 million was to be matched by the company.  Any
unused portion of the $150 million as of Dec. 31, 2009, was to be
deposited into the escrow account governed by the Escrow
Agreement.

     3) The Master Services Agreement, dated as of Sept. 30, 2005,
as amended, between the company and ACH, was amended to, among
other things, extend the term that Visteon will provide certain
services to ACH, Ford and others from Dec. 31, 2009, to Jan. 1,
2011.

     4) The Visteon Salaried Employee Lease Agreement, dated as of
Oct. 1, 2005, as amended, between the company and ACH was amended
to, among other things, extend the term that ACH may lease
salaried employees of the company from Dec. 31, 2010 to Dec. 31,
2014.

     5) The Intellectual Property Contribution Agreement, dated as
of Oct. 1, 2005, as amended, among the company, Visteon Global
Technologies, Inc., Automotive Components Holdings, Inc. and ACH
was amended to, among other things, to clarify the availability
for use of certain patents, design tools and other proprietary
information.

                     About Ford Motor Co.

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

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

                          About Visteon

Headquartered in Van Buren Township, Michigan, Visteon Corporation
(NYSE: VC) -- http://www.visteon.com/-- is an automotive supplier      
that designs, engineers and manufactures innovative climate,
interior, electronic and lighting products for vehicle
manufacturers, and also provides a range of products and services
to aftermarket customers.  The company also has corporate offices
in Shanghai, China; and Kerpen, Germany; the company has
facilities in 26 countries and employs approximately 38,500
people.

Visteon Corporation's consolidated balance sheet at June 30, 2008,
showed $7.02 billion in total assets, $6.93 billion in total
liabilities, and $295.0 million in minority interests, resulting
in a $207.0 million stockholders' deficit.

                          *     *     *

Fitch Ratings has affirmed Visteon Corporation's ratings as:
issuer default rating at 'CCC'; senior secured bank facilities at
'B/RR1'; and unsecured notes at 'CC/RR6'.  Fitch has also assigned
a rating of 'CC/RR6' to Visteon's new 12.25% senior unsecured
notes being issued as part of the company's debt exchange offer.
The ratings cover approximately $2.8 billion in debt.  The rating
outlook is negative.


VISTEON CORP: Closes UK Facility Sale, Continues UK Restructuring
-----------------------------------------------------------------
Visteon Corporation disclosed the sale of its facility in
Halewood, United Kingdom, to International Automotive Components
Group Europe (IAC Europe), a key automotive supplier for interior
trim, carpet and acoustics systems, and exterior trim.

The Halewood facility is dedicated to the assembly and sequencing
of cockpit systems and consoles to Jaguar Land Rover's Halewood
operation.  The Halewood facility had 2007 sales of approximately
$150 million and operated on close to a break-even basis.  Under
the business purchase agreement, Visteon will transfer the
assembly facility and associated assets including purchase and
supply contracts to IAC Europe.  The nearly 150 employees
currently employed at the facility will also transfer to the new
owner.  Terms of the sale were not disclosed.

"Following the recently announced customer agreements and the
Swansea plant sale, the divestiture of our Halewood facility marks
another important step in improving the financial performance of
our UK operations," said Donald J. Stebbins, Visteon president and
chief executive officer.

Headquartered in Van Buren Township, Michigan, Visteon Corporation
(NYSE: VC) -- http://www.visteon.com/-- is an automotive supplier      
that designs, engineers and manufactures innovative climate,
interior, electronic and lighting products for vehicle
manufacturers, and also provides a range of products and services
to aftermarket customers.  The company also has corporate offices
in Shanghai, China; and Kerpen, Germany; the company has
facilities in 26 countries and employs approximately 38,500
people.

Visteon Corporation's consolidated balance sheet at June 30, 2008,
showed $7.02 billion in total assets, $6.93 billion in total
liabilities, and $295.0 million in minority interests, resulting
in a $207.0 million stockholders' deficit.

                          *     *     *

Fitch Ratings has affirmed Visteon Corporation's ratings as: (i)
issuer default rating (IDR) at 'CCC'; (ii) senior secured bank
facilities at 'B/RR1'; and (iii) unsecured notes at 'CC/RR6'.
Fitch has also assigned a rating of 'CC/RR6' to Visteon's new
12.25% senior unsecured notes being issued as part of the
company's debt exchange offer. The ratings cover approximately
$2.8 billion in debt.  The rating outlook is negative.


WCI COMMUNITIES: Wants to Access $150 Mil. Wachovia DIP Facility
----------------------------------------------------------------
WCI Communities Inc. and its debtor-affiliates ask the United
States Bankruptcy Court for the District of Delaware for
permission to enter into a $150,000,000 secured postpetition
financing arrangement with Wachovia Bank, N.A, as DIP
administrative agent; Bank of America, N.A., as DIP collateral
agent; and a syndicate of lenders.

The Debtors relate that they need sufficient liquidity to avoid a
forced liquidation of their assets on a "fire-sale" basis to the
detriment of all creditors.  The Debtors note that they have
obtained authority to use Cash Collateral, on an interim basis.  
However, they aver, the Cash Collateral use was intended solely
as a bridge to the consummation and final approval of a DIP
Credit Facility.

Against this backdrop, the Debtors carefully evaluated a proposed
financing structure from certain lenders, engaged in extensive
negotiations with the lenders regarding proposed terms, and
worked with their advisors to obtain the best possible pricing
from those lenders, Mary E. Augustine, Esq., at Bayard, P.A., in
Wilmington, Delaware, avers.

                    DIP Loan Commitment Letter

The DIP Lenders executed a commitment letter dated August 22,
2008, agreeing to provide the Debtors with:

   * a $70,000,000 revolving facility, with a subfacility in an
     amount to be agreed for standby and commercial letters of
     credit; and

   * a $80,000,000 term loan facility.

Stephen R. Goldstein of Lazard Freres & Co. LLC, the Debtors'
financial advisors, tells the Court that the DIP Credit Facility
has not been fully underwritten as of August 22, 2008.  He notes
that as of the same date, Wachovia Bank and BofA, the two lead
arrangers under the DIP Facility, have each committed to a
$30,000,000 portion of the DIP Credit Facility and have agreed to
use their best efforts to ensure that the DIP Credit Facility is
fully syndicated.

The Debtors propose to use a portion of the DIP Loan proceeds to
repay certain of their prepetition debt, including all their
obligations under a Construction Loan Agreement dated September
2005 or the Prepetition Tower Facility.  The remaining DIP Loan
proceeds will be used to support working capital requirements and
other general corporate purposes of the Debtors.

The DIP Facility Obligations will be guaranteed by each domestic
subsidiary of WCI Communities, Inc., except WCI's non-debtor
subsidiaries and joint venture subsidiaries.

                         DIP Claims and Liens

Under the DIP Term Sheet, all of the Debtors' DIP Loan
Obligations will be, at all times:

   (a) pursuant to Section 364(c)(1) of the Bankruptcy Code, be
       entitled to joint and several superpriority claims status
       in the Debtors' cases;

   (b) pursuant to Section 364(c0(2), secured by perfected first
       priority liens on all of the Debtors' unencumbered
       property;

   (c) pursuant to Section 364(c)(3), secured by perfected junior
       liens on all of the Debtors' encumbered property which
       prime the liens of the prepetition secured lenders; and

   (d) pursuant to Section 364(d)(1), secured by a perfected
       first priority, senior priming liens on all of the
       prepetition collateral.

The DIP Claims and Liens are subject to the Carve-Out.

The Carve-Out refers to (i) all unpaid fees due and payable to
the Bankruptcy Court Clerk and the Office of the U.S. Trustee
pursuant to Section 1930 of the Judiciary and Judicial Procedures
Code, and (ii) all unpaid fees and expenses of bankruptcy
professionals retained by the Debtors and any official statutory
committee in the Debtors' cases, in an amount not to exceed
$7,000,000.

                           Maturity Date

The Loan Parties seek the entry of a DIP Order no later than
September 24, 2008.

The DIP Facility will mature in one year, with an option for the
Debtors to extend the maturity for an additional six months.

The amounts under DIP Facility will be available on the entry of
a DIP Order.  The commitments under the DIP Revolver Facility
will not be available at any time unless the unrestricted cash
and cash equivalents of the Loan Parties are less than
$50,000,000, after giving effect to amounts to be drawn under the
DIP Revolving Credit Facility at that time.

                          Approved Forecast

Prior to the first borrowing or issuance of a Letter of Credit
under the DIP Credit Facility, the Debtors will be required to
deliver to the DIP Lenders detailed receipts and disbursements
forecast for the Loan Parties for the 13-week period commencing
on the week of the Petition Date -- the Approved Forecast.  

No later than 20 days before the end of the period covered by the
Approved Forecast, the Debtors will deliver a revised financial
forecast through March 31, 2010.  If the DIP Administrative Agent
has no objections to the forecast, it will become the "Final
Budget."

                       Interest Rates and Fees

The Base Rate for the outstanding loans under the DIP Facility is
5% or, at the option of the Debtors, LIBOR plus 6%.

Other fees under the DIP Facility include:

   (1) a commitment fee of 1% of unused commitments under the DIP
       Revolver Loan Facility; and

   (2) 6% on the outstanding face amount of each Letter of Credit
       plus customary fees for fronting, issuance, amendments and
       processing, payable quarterly in arrears to the issuing
       bank for its own account.

In connection with the contemplated fees, the Debtors seek the
Court's permission to file the fee letter executed in connection
with the DIP Credit Facility under seal.  Ms. Augustine says the
Fee Letter contains sensitive, confidential commercial
information regarding the structure and allocation of fees
relating to the DIP Credit Facility among the lenders and
arrangers.  "Disclosure of this information could harm such
lenders and arrangers."

The Debtors ask the Court to restrict access of the Fee Letter to
the U.S. Trustee, counsel and financial advisors to the Official
Committee of Unsecured Creditors, and counsel to the lead
arrangers under the DIP Credit Facility, among others.

The DIP Facility also provides for customary events of default.

The Debtors have made a concerted good faith effort to obtain
credit on the most available terms available, the Debtors'
financial advisors, Lazard Frerez, assure the Court.

"The DIP Credit Facility is critical to the Debtors' ability to
weather any unexpected challenges they may face during the
Chapter 11 process, including possible further dislocation in the
credit and real estate markets and possible further deterioration
in general economic conditions," Mr. Goldstein maintains.

Wachovia Bank is represented by David Polk & Wardwell.  BofA is
represented by Haynes and Boone LLP.

The Court is set to convene a hearing on September 23, 2008, to
consider the Debtors' request.  Any party who opposes the
financing request has until September 16 to file a written
objection.

A full-text copy of the Wachovia Commitment Letter is available
for free at http://ResearchArchives.com/t/s?318e

                       About WCI Communities

Headquartered in Bonita Springs, Florida, WCI Communities, Inc. --
http://www.wcicommunities.com/-- is a fully integrated     
homebuilding and real estate services company.  It has operations
in Florida, New York, New Jersey, Connecticut, Massachusetts,
Virginia and Maryland.  The company directly employs roughly 1,800
people, as well as roughly 1,800 sales representatives as
independent contract employees.

The company and 126 of its affiliates filed for Chapter 11
protection on Aug. 4, 2008 (Bankr. D. Del. Lead Case No.08-11643
through 08-11770).  Thomas E. Lauria, Esq., Frank L. Eaton, Esq.,
Linda M. Leali, Esq., at White & Case LLP, in Miami, Florida.  
Eric Michael Sutty, Esq., and Jeffrey M. Schlerf, Esq., at Bayard,
P.A, are the Debtors' local bankruptcy counsel.  Lazard Freres &
Co. represents the Debtors as financial advisors.  The Debtors
selected Epiq Bankruptcy Solutions LLC as their claims & notice
agent.  The U.S. Trustee for Region 3 appointed five creditors to
serve on an Official Committee of Unsecured Creditors.  Daniel H.
Golden, Esq., Lisa Beckerman, Esq., and Philip C. Dublin, Esq.,
at Akin Gump Strauss Hauer & Feld LLP, and Laura Davis Jones,
Esq., Michael R. Seidl, Esq., and Timothy P. Cairns, Esq., at
Pachulski Stang Ziehl & Jones LLP, represent the Committee in
these cases.  When the Debtors filed for protection against their
creditors, they listed total assets of $2,178,179,000 and total
debts of $1,915,034,000.

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


WCI COMMUNITIES: Wants Court's OK to Use Lenders' Cash Collateral
-----------------------------------------------------------------
WCI Communities Inc. and its debtor-affiliates ask the United
States Bankruptcy Court for the District of Delaware to grant
them access to the Cash Collateral securing repayment of the
secured loan to the prepetition lenders, on a final basis.

As previously reported, the Court authorized the Debtors to use
the cash collateral of their prepetition lenders through
August 30, on an interim basis.  

Since then, the Debtors and the Prepetition Lenders agreed to
several extensions of the Debtors' access to the cash collateral.  
Most recently, the Prepetition Lenders consented to the Debtors
having cash collateral access through September 24, 2008.  The
Court approved the parties' cash collateral stipulation in a
ruling dated August 27, 2008.

As adequate protection for the aggregate net diminution of the
value of the Prepetition Lenders' interests in the prepetition
collateral, the Debtors seek to grant to the Prepetition Lenders,
among other things:

   (1) replacement liens on all of the Debtors' assets and
       property, which prime the prepetition liens, but are
       junior to the liens granted to the DIP Lenders and to all
       other liens on the collateral existing as of the Petition
       Date; and

   (2) superpriority claims, subject to the claims granted to the
       DIP Lenders.

As adequate protection for the Prepetition Lenders' interests,
the Debtors are also required to comply with covenants and
maintain a minimum Appraised Value Ratio of 1.26:1.  

The Appraised Value Ratio is defined as the ratio of (1)
appraised asset value of real property collateral made since the
last applicable appraisal, or real property collateral that is
not subject to any liens minus the sum of net CDD obligations
secured by certain mortgages to (2) the aggregate principal
amount of loans.  

The Debtors also seek to pay to the Prepetition Lenders:

   (a) current cash interest and letter of credit and unused
       commitment fees in effect under the Prepetition Credit
       Facilities as of the Petition Date, in an amount not to
       exceed $706,000; and

   (b) fees and expenses, of up to $587,000, accrued as of the
       Petition Date and payable to Prepetition Agents under the
       Prepetition Credit Facilities.

The Debtors' use of the Cash Collateral will be in accordance
with an approved forecast or final budget, as applicable, Mary E.
Augustine, Esq., at Bayard, P.A., in Wilmington, Delaware,
states.

"The Debtors' proposed use of Cash Collateral . . . prejudices no
one; it affirmatively and directly benefits the Debtors' estates
and creditors, including the Pre-petition Secured Lenders, and
enhances the prospects of successful outcome of the Cases," Ms.
Augustine contends.

                     Aurelius Capital Responds

Before the Court approved the further interim extension of the
Debtors' Cash Collateral use, Aurelius Capital Management LP
asserted that it opposes the Debtors' request.

Aurelius is a holder of bonds issued by the Debtors.

The Debtors' proposed adequate protection includes the granting
of replacement liens on and security interests in all of the
Debtors' property and assets.  Aurelius Capital noted that
neither the Debtors' request nor the Court's Interim Order makes
any distinction as to whether or not each Debtors on whose
property a replacement lien is being granted is actually a
guarantor under the Prepetition Credit Facilities.  Rather,
Aurelius Capital pointed out, the Debtors sought to grant liens
to the Prepetition Lenders on the assets of every Debtor.

The purpose of adequate protection is for a creditor to insure
that it receives the value for which he bargained pre-bankruptcy.  
Aurelius Capital argue that the Prepetition Lenders did not
bargain for claims and liens against Lender-free Debtors and by
granting liens against Lender-free Debtors, the Debtors are
attempting to give the Prepetition Lenders value for which they
did not bargain.

Without a showing of benefit to the Debtor that is granting the
lien, the Debtors should not be allowed to usurp the assets of
one Debtor for the benefit of another, Aurelius Capital
maintains.

                       About WCI Communities

Headquartered in Bonita Springs, Florida, WCI Communities, Inc. --
http://www.wcicommunities.com/-- is a fully integrated     
homebuilding and real estate services company.  It has operations
in Florida, New York, New Jersey, Connecticut, Massachusetts,
Virginia and Maryland.  The company directly employs roughly 1,800
people, as well as roughly 1,800 sales representatives as
independent contract employees.

The company and 126 of its affiliates filed for Chapter 11
protection on Aug. 4, 2008 (Bankr. D. Del. Lead Case No.08-11643
through 08-11770).  Thomas E. Lauria, Esq., Frank L. Eaton, Esq.,
Linda M. Leali, Esq., at White & Case LLP, in Miami, Florida.  
Eric Michael Sutty, Esq., and Jeffrey M. Schlerf, Esq., at Bayard,
P.A, are the Debtors' local bankruptcy counsel.  Lazard Freres &
Co. represents the Debtors as financial advisors.  The Debtors
selected Epiq Bankruptcy Solutions LLC as their claims & notice
agent.  The U.S. Trustee for Region 3 appointed five creditors to
serve on an Official Committee of Unsecured Creditors.  Daniel H.
Golden, Esq., Lisa Beckerman, Esq., and Philip C. Dublin, Esq.,
at Akin Gump Strauss Hauer & Feld LLP, and Laura Davis Jones,
Esq., Michael R. Seidl, Esq., and Timothy P. Cairns, Esq., at
Pachulski Stang Ziehl & Jones LLP, represent the Committee in
these cases.  When the Debtors filed for protection against their
creditors, they listed total assets of $2,178,179,000 and total
debts of $1,915,034,000.

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


WESTERN NONWOVEN: Gets Go-Signal to Implement Incentive Plan
------------------------------------------------------------
Judge Peter J. Walsh of the U.S. Bankruptcy Court for the District
of Delaware authorized Western Nonwovens, Inc., and its debtor-
affiliates to implement an incentive plan.

Judge Walsh held that the incentive plan is a necessary expense of
the Debtors' estate.

Roberta A. DeAngelis, acting United States Trustee for Region 3,
tried to block approval of the plan.  The U.S. Trustee pointed out
that 90% of the Plan funds are proposed to be paid to three
"insiders" as that term is defined in 11 U.S.C. Section 101(31).

The Insiders are eligible to receive Plan payments upon the
achievement of certain performance milestones:

   (i) consideration received via asset sales,
  (ii) collection of accounts receivable, or
(iii) both of the aforementioned metrics.

The U.S. Trustee complained that the service copy of the Motion
does not adequately describe the Plan's performance milestones.  
Also, the Debtors have not -- and cannot -- satisfy their burden
under 11 U.S.C. Sections 503(b)(1)(A) and 503(c) to demonstrate,
inter alia, that:

   (i) certain payments to the Debtors' senior management are not
retention payments to "insiders,"

  (ii) the Plan is justified by the facts and circumstances of the
cases, and

(iii) the Plan represents the "actual, necessary cost of
preserving the estate[s]."

The Debtors have filed under seal certain information related to
the Plan, including the Plan's performance milestones.

The U.S. Trustee said the Debtors' decision to seal that
information effectively renders the service copy of the Motion
incomplete; persons who received the service copy of the Motion
were not given specific information concerning the Plan's
performance milestones and, by extension, were unable to make an
informed decision regarding the relief sought.

The Official Committee of Unsecured Creditors does not object to
the terms of the Incentive Plan.

The Committee is concerned, however, that in the event of the
occurrence of (i) a DIP Termination Event resulting in the DIP
Agent terminating the Debtors' use of cash collateral or (ii) a
Cash Collateral Termination Event, incentive payments which have
not been accrued at the time of such event would not be payable
under the DIP budget from the Lenders' collateral.  As a result,
the obligation to pay the incentive payments would become a
liability of the Debtors' estates even though the incentive fee
was incurred for the sole benefit of the Lenders and not the
Debtors' estates or their creditors.

The Committee noted that the Incentive Plan has apparently been
agreed to by the Debtors and their pre-/post-petition lenders.  
Payments made under the Incentive Plan are budgeted to be paid in
full under the DIP loan or from cash collateral as set forth in
the DIP budget.

Under the terms of the DIP loan, the Debtors waived the ability to
seek to surcharge the Lenders' collateral for the incentive
payments.  To avoid this circumstance, the Committee suggested
that approval be conditioned upon no early termination of the DIP
loan or use of cash collateral.

The prepetition lenders providing the Debtors with DIP financing
are Heller Financial, Inc., as DIP Agent, General Electric Capital
Corporation, Cerberus Partners L.P. and Cerberus California, Inc.

                   About Western Nonwovens

Headquartered in Carson, California, Western Nonwovens, Inc. --
http://www.westernnonwovens.com-- manufactures nonwoven materials   
and provides services to industries, including mattress,
automotive, retail apparel, filtration and furniture
manufacturers. Western Nonwovens Inc. and seven of its
affiliates filed voluntary petitions under Chapter 11 on July 14,
2008 (Bankr. D. Del., Case No. 08-11435).  Representing the
Debtors is Laura Davis Jones, Esq., at Pachulski Stang Ziehl &
Jones LLP, in Wilmington, Delaware.  The U.S. Trustee for Region 3
appointed creditors to serve on an Official Committee of Unsecured
Creditors.  Hahn & Hessen LLP and Montgomery McCraken Walker &
Rhoads LLP represent the Committee in this cases.  The Debtor
selected Epiq Bankruptcy Services LLC as its claims agent.  When
the Debtor filed for protection against its creditors, it listed
assets of $28.4 million and debts of $106.9 million.


WILLMARTIN PROPERTIES: Voluntary Chapter 11 Case Summary
--------------------------------------------------------
Debtor: Willmartin Properties, LLC
        29 Sosebee Road
        Sautee, GA 30571

Bankruptcy Case No.: 08-22472

Chapter 11 Petition Date: September 1, 2008

Court: Northern District of Georgia (Gainesville)

Debtor's Counsel: John C. Pennington, Esq.
                  John C. Pennington, P.C.
                  P.O. Box 275
                  Helen, GA 30545
                  Tel: (706) 878-0033
                  Fax : (706) 878-9916
                  Email: jcppc@alltel.net

Estimated Assets: $1 million $10 million

Estimated Debts:  $500 million to $1 billion

The Debtor does not have creditors who are not insiders.


ZOOM AIRLINES: Goes Into Administration; Suspends Operations
------------------------------------------------------------
Zoom Mile High Airlines' Website suspended operations with effect
from 7:00 p.m. on Thursday, Aug. 28, 2008.  Both Zoom Airlines
Inc. and Zoom Airlines Ltd., the Canadian and U.K. airlines, have
started administration proceedings in their home countries.

Financial Times' Jennifer Hughes in London suggests that the
detention of two of the airlines' planes by creditors with legal
claims over Zoom's assets spurred the administration filing.

All Zoom flights have been canceled and aircraft grounded.

Hugh and John Boyle, the founders of Zoom, said: "We deeply regret
the fact that we have been forced to suspend all Zoom operations.  
It is a tragic day for our passengers and more than 600 staff.

"We are desperately sorry for the inconvenience and disappointment
that this will cause passengers and those who have booked flights.

"We have done everything we can to support the airline and left no
stone unturned to secure a re-financing package that would have
kept our aircraft flying.  Even late today (Thursday) we believed
we had secured a new investment package to ensure future
operations but the actions of creditors meant we could not
continue flying.  Having been unable to complete the investment
package the directors of Zoom had no option but to instigate
administration proceedings.

"The suspension of operations is a result of the exceptionally
difficult trading conditions which have affected all airlines over
the last 12 months.  We have worked hard over the last seven years
to build up a successful business but have incurred losses in the
current year due to the unprecedented increase in the price of
aviation fuel and the economic climate.  The increase in the price
of oil has added around $50 million to our annual operating costs
and we could not recover that from passengers who had already
booked their flights."

According to FT, Zoom disclosed that a flight bound for Europe was
detained by owners Aercap on Wednesday when it made a scheduled
stop in Calgary, Canada.  Aercap, an Amsterdam-based leasing group
with more than 200 planes, did not return a request for comment.  
On Thursday morning in Europe, BAA, the UK airport operator,
detained Zoom planes at Gatwick and Glasgow.

Both British Airways and Virgin Atlantic have indicated that they
will be offering special fares to customers whose travel plans
have been affected by Zoom's suspension of flights.

However, The Spoof! relates that an experiment on luxury airborne
accomodations prompted the fall of the airline.  The conversion of
90% of bathroom facilities to extra cabin spaces failed.

Headquartered in Ottawa, Ontario, Zoom Airlines Inc. --
http://www.flyzoom.com/-- is a low-fare transatlantic airline  
that flies between Canada and Europe.


* S&P Article Spotlights 5 Sectors With High Downgrade Potential
----------------------------------------------------------------
The housing slump, the consumer slowdown, higher oil prices, and
negative credit market fundamentals have combined to erode credit
quality across U.S. financial and nonfinancial corporations, said
an article published by Standard & Poor's. The article, which is
titled "U.S. Credit Comment: Five Sectors Poised For Downgrades
(Premium)," says that so far this year, there have been 361
downgrades and 130 upgrades (2.8 downgrades per upgrade) versus
382 downgrades and 277 upgrades (1.4 downgrades per upgrade) in
all of 2007.

"The outlook for corporates has also become increasingly negative,
with negative bias for parent-level firms at 28% on Aug. 22,"
noted Diane Vazza, head of Standard & Poor's Global Fixed Income
Research Group. "This is up from 24% at the end of 2007."
(Negative bias is the percentage of all rated firms with a
negative outlook or ratings on CreditWatch with negative
implications.)

Although the potential for further downgrades has increased across
the corporate landscape, five sectors stand out because of their
relatively high negative bias or because of their level of
downgrade potential far exceeds their historical level. This
report details these five sectors: financials, transportation,
automotive, forest products and building materials, and media and
entertainment. "We expect that the four nonfinancial sectors could
produce a number of defaulters over the next year," Ms. Vazza
added, "as 52 firms from these four sectors have ratings of 'B-'
or lower and a negative bias."


* S&P Cuts Ratings on 41 Classes from 2002 & 2004 RMBS Deals
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 41
classes of asset-backed certificates from 13 U.S. subprime
residential mortgage-backed (RMBS) transactions issued between
2002 and 2004 from four issuers.

"We removed one of the lowered ratings from CreditWatch with
negative implications. Concurrently, we affirmed our ratings  on
the remaining 77 classes from these and four other transactions,"
S&P says.

The downgrades reflect reduced credit enhancement due to monthly
realized losses, as well as available support relative to the
dollar amount of loans currently in the delinquency pipelines of
the affected deals. For the downgraded transactions, average
monthly realized losses over the past 12 months ranged from
$87,500 (NovaStar Mortgage Funding Trust 2002-3) to $1,361,935
(Structured Asset Investment Loan Trust 2004-10). Monthly losses
have exceeded excess spread by approximately 1.2x (Structured
Asset Investment Loan Trust 2004-10) to 2.1x (Asset Backed
Securities Corp. Home Equity Loan Trust 2004-HE5) over the past 12
months. Total delinquencies, as a percentage of the current pool
balances, ranged from 13.37% (Asset Backed Securities Corp. Home
Equity Loan Trust 2003-HE7) to 28.79% (Securitized Asset Backed
Receivables LLC Trust 2004-DO2). Each transaction has less than
20% of its original pool balance remaining. As of the July 2008
remittance period, pool factors, total delinquencies, severe
delinquencies (90-plus days, foreclosures, and real estate owned
{REO}), and 12 month average losses for the downgraded
transactions are:

(The pool factor represents the percentage of the original pool
balance still outstanding, total and severe delinquencies
represent the percentage of the current pool balance, and monthly
average losses represent the monthly average losses over the past
12 months.)

Asset Backed Securities Corp. Home Equity Loan Trust

                Pool           Total      Sev.      Monthly
Series         factor (%)     del. (%)   del.(%)   avg loss ($)
------         ----------     --------   -------   ------------
2003-HE4            8.77        22.45      12.05         353,011
2003-HE7           12.81        13.37       8.15         218,733
2004-HE5           15.10        18.56      14.44         708,737
2004-HE10          19.47        26.54      14.19         238,983
   
NovaStar Mortgage Funding Trust

                Pool           Total      Sev.      Monthly
Series         factor (%)     del. (%)   del.(%)   avg loss ($)
------         ----------     --------   -------   ------------
2002-3              6.43        14.28      10.95          87,500

Securitized Asset Backed Receivables LLC Trust

                Pool           Total      Sev.      Monthly
Series         factor (%)     del. (%)   del.(%)   avg loss ($)
------         ----------     --------   -------   ------------
2004-DO2           15.49        28.79      19.95         166,601
2004-NC1           12.99        17.16       9.55         492,284
2004-OP1           10.66        16.80      13.44         700,653
2004-OP2           16.53        15.95      13.00         534,639

Structured Asset Investment Loan Trust.

                Pool           Total      Sev.      Monthly
Series         factor (%)     del. (%)   del.(%)   avg loss ($)
------         ----------     --------   -------   ------------
2004-1              8.95        15.11      11.06         814,843
2004-2              9.51        19.45      14.42         620,010
2004-9             15.15        21.17      15.74         661,227
2004-10            16.26        21.58      16.28       1,361,935

"We removed the rating on class M5-A from Asset Backed Securities
Corp. Home Equity Loan Trust 2003-HE4 from CreditWatch negative
because we lowered it to 'CC'," S&P says.

The 77 affirmations reflect sufficient credit enhancement
available to support the ratings at their current rating levels.

Subordination, overcollateralization, and excess spread provide
credit support for these transactions. The collateral for these
deals primarily consists of subprime, adjustable- and fixed-rate
mortgage loans secured by first liens on one- to four-family
residential properties.

RATINGS LOWERED

Asset Backed Securities Corp. Home Equity Loan Trust, Series 2003-
HE4
Series 2003-HE4

                               Rating
Class      CUSIP         To             From
-----      -----         --             ----
M3         04541GEW8     BB             A-
M4         04541GEX6     CCC            BBB


Asset Backed Securities Corp. Home Equity Loan Trust Series 2003-
HE7
Series 2003-HE7

                               Rating
Class      CUSIP         To             From
-----      -----         --             ----
M6         04541GGX4     BB             BBB-

Asset Backed Securities Corp. Home Equity Loan Trust Series 2004-
HE5
Series 2004-HE5

                               Rating
Class      CUSIP         To             From
-----      -----         --             ----
M4         04541GKZ4     BB             BBB+
M5         04541GLA8     B+             BBB
M6         04541GLB6     B              BBB-
M7         04541GLC4     CCC            BB+

Asset Backed Securities Corp. Home Equity Loan Trust Series 2004-
HE10
Series 2004-HE10

                               Rating
Class      CUSIP         To             From
-----      -----         --             ----
M6         04541GNT5     BB             BBB-
M7         04541GNU2     B              BB+

NovaStar Mortgage Funding Trust Series 2002-3
Series 2002-3

                               Rating
Class      CUSIP         To             From
-----      -----         --             ----
M-2        66987XBX2     A              A+
M-3        66987XBY0     B              BBB
AIO        66987XBZ7     CCC            AAA

Securitized Asset Backed Receivables LLC Trust 2004-DO2
Series 2004-DO2

                               Rating
Class      CUSIP         To             From
-----      -----         --             ----
M-3        81375WBX3     BB             AA-
B-1        81375WBY1     B              A+
B-2        81375WBZ8     CCC            A
B-3        81375WCA2     CCC            BBB+

Securitized Asset Backed Receivables LLC Trust 2004-NC1
Series 2004-NC1

                               Rating
Class      CUSIP         To             From
-----      -----         --             ----
B-3        81375WAQ9     BB             BBB-

Securitized Asset Backed Receivables LLC Trust 2004-OP1
Series 2004-OP1

                               Rating
Class      CUSIP         To             From
-----      -----         --             ----
B-3        81375WAG1     CCC            BBB-

Securitized Asset Backed Receivables LLC Trust 2004-OP2
Series 2004-OP2

                               Rating
Class      CUSIP         To             From
-----      -----         --             ----
B-4        81375WBK1     B              BBB-

Structured Asset Investment Loan Trust 2004-1
Series 2004-1

                               Rating
Class      CUSIP         To             From
-----      -----         --             ----
M2         86358EGB6     BBB            A
M3         86358EGC4     BB             A-
M4         86358EGD2     CCC            BBB+
M5         86358EGE0     CCC            BBB
M6         86358EGF7     CCC            BBB-
B          86358EGG5     CCC            BB+

Structured Asset Investment Loan Trust 2004-2
Series 2004-2

                               Rating
Class      CUSIP         To             From
-----      -----         --             ----
M4         86358EGS9     BB             BBB+
M5         86358EGT7     CCC            BBB
M6         86358EGU4     CCC            BBB-
B          86358EGV2     CCC            BB+

Structured Asset Investment Loan Trust 2004-9
Series 2004-9

                               Rating
Class      CUSIP         To             From
-----      -----         --             ----
M4         86358EMW3     BBB            A
M5         86358EMX1     BB             A-
M6         86358EMY9     B              BBB+
M7         86358EMZ6     B-             BBB
B2         86358ENB8     CCC            BBB-

Structured Asset Investment Loan Trust 2004-10
Series 2004-10

                               Rating
Class      CUSIP         To             From
-----      -----         --             ----
M1         86358EPC4     A              AA+
M2         86358EPD2     B              AA
M3         86358EPE0     B-             AA-
M4         86358EPF7     CCC            A+
M5         86358EPG5     CCC            A
M7         86358EPJ9     CC             BBB+

RATING LOWERED AND REMOVED FROM CREDITWATCH NEGATIVE

Asset Backed Securities Corp. Home Equity Loan Trust Series 2003-
HE4
Series 2003-HE4

                               Rating
Class      CUSIP         To             From
-----      -----         --             ----
M5-A       04541GEY4     CC             BBB-/Watch Neg

RATINGS AFFIRMED

Asset Backed Securities Corp. Home Equity Loan Trust Series 2002-
HE2
Series 2002-HE2

Class      CUSIP         Rating
-----      -----         ------
M2         045413DC2     A

Asset Backed Securities Corp. Home Equity Loan Trust Series 2001-
HE2
Series 2001-HE2

Class      CUSIP         Rating
-----      -----         ------
A1         04541GBN1     AAA
A2         04541GBP6     AAA
M1         04541GBR2     AAA
M2         04541GBS0     A
B          04541GBT8     BBB

Asset Backed Securities Corp. Home Equity Loan Trust Series 2001-
HE3
Series 2001-HE3

Class      CUSIP         Rating
-----      -----         ------
A1         04541GBU5     AAA
M1         04541GBW1     AA
M2         04541GCC4     A
B          04541GBX9     BBB

Asset Backed Securities Corp. Home Equity Loan Trust Series 2003-
HE4
Series 2003-HE4

Class      CUSIP         Rating
-----      -----         ------
M1         04541GEU2     AA
M2         04541GEV0     A

Asset Backed Securities Corp. Home Equity Loan Trust Series 2003-
HE7
Series 2003-HE7

Class      CUSIP         Rating
-----      -----         ------
M1         04541GGS5     AA
M2         04541GGT3     A
M3         04541GGU0     A-
M4         04541GGV8     BBB+
M5         04541GGW6     BBB

Asset Backed Securities Corp. Home Equity Loan Trust Series 2004-
HE1
Series 2004-HE1

Class      CUSIP         Rating
-----      -----         ------
M1         04541GHL9     AA
M2         04541GHM7     A
M3         04541GHN5     A-
M4         04541GHP0     BBB+
M5         04541GHQ8     BBB
M6         04541GHR6     BBB-

Asset Backed Securities Corp. Home Equity Loan Trust Series 2004-
HE5
Series 2004-HE5

Class      CUSIP         Rating
-----      -----         ------
A1         04541GKR2     AAA
A1A        04541GKS0     AAA
M1         04541GKW1     AA
M2         04541GKX9     A
M3         04541GKY7     A-

Asset Backed Securities Corp. Home Equity Loan Trust Series 2004-
HE10
Series 2004-HE10

Class      CUSIP         Rating
-----      -----         ------
M1         04541GNN8     AA+
M2         04541GNP3     AA
M3         04541GNQ1     A
M4         04541GNR9     BBB+
M5         04541GNS7     BBB

NovaStar Mortgage Funding Trust Series 2002-3
Series 2002-3

Class      CUSIP         Rating
-----      -----         ------
A-1        66987XBU8     AAA
A-2        66987XBV6     AAA
M-1        66987XBW4     AA+
P          66987XCA1     AAA

Securitized Asset Backed Receivables LLC Trust 2004-DO2
Series 2004-DO2

Class      CUSIP         Rating
-----      -----         ------
A-1        81375WCB0     AAA
A-2        81375WBU9     AAA
M-1        81375WBV7     AA+
M-2        81375WBW5     AA

Securitized Asset Backed Receivables LLC Trust 2004-NC1
Series 2004-NC1

Class      CUSIP         Rating
-----      -----         ------
M-1        81375WAK2     AA
M-2        81375WAL0     A
M-3        81375WAM8     A-
B-1        81375WAN6     BBB+
B-2        81375WAP1     BBB

Securitized Asset Backed Receivables LLC Trust 2004-OP1
Series 2004-OP1

Class      CUSIP         Rating
-----      -----         ------
M-1        81375WAB2     AA
M-2        81375WAC0     A
M-3        81375WAD8     A-
B-1        81375WAE6     BBB+
B-2        81375WAF3     BBB

Securitized Asset Backed Receivables LLC Trust 2004-OP2
Series 2004-OP2

Class      CUSIP         Rating
-----      -----         ------
A-1        81375WBL9     AAA
A-2        81375WBM7     AAA
M-1        81375WBN5     AA+
M-2        81375WBP0     A+
M-3        81375WBQ8     A
B-1        81375WBR6     A-
B-2        81375WBS4     BBB+
B-3        81375WBT2     BBB

Structured Asset Investment Loan Trust 2004-1
Series 2004-1

Class      CUSIP         Rating
-----      -----         ------
1-A3       86358EFY7     AAA
M1         86358EGA8     AA

Structured Asset Investment Loan Trust 2004-2
Series 2004-2

Class      CUSIP         Rating
-----      -----         ------
A4         86358EGW0     AAA
M1         86358EGP5     AA
M2         86358EGQ3     A
M3         86358EGR1     A-

Structured Asset Investment Loan Trust 2004-9
Series 2004-9

Class      CUSIP         Rating
-----      -----         ------
A2         86358EMM5     AAA
A5         86358EMQ6     AAA
A7         86358EMT0     AAA
M1         86358EMR4     AA+
M2         86358EMU7     AA
M3         86358EMV5     A+
  
Structured Asset Investment Loan Trust 2004-10
Series 2004-10

Class      CUSIP         Rating
-----      -----         ------
A2         86358ENS1     AAA
A4         86358ENU6     AAA
A7         86358ENX0     AAA
A9         86358ENZ5     AAA
A10        86358EPA8     AAA
A11        86358EPB6     AAA


* S&P Puts 101 Ratings on 47 CDOs of ABS Placed on Watch Negative
-----------------------------------------------------------------
Standard & Poor's Ratings Services on August 21, 2008, placed its
ratings on 101 classes from 47 U.S. cash flow and hybrid
collateralized debt obligation of asset-backed securities (CDO of
ABS) and CDO of CDO transactions on CreditWatch with negative
implications.  The affected classes represent an aggregate
original issuance amount of approximately $24.26 billion.

The CreditWatch placements reflect continued deterioration in the
credit quality of the residential mortgage-backed securities
(RMBS) backing these CDO transactions. Of the 47 affected CDO
transactions:

     -- 24 transactions are mezzanine structured finance CDOs,
generally defined as CDOs of ABS collateralized at origination
primarily by 'A' and 'BBB' rated tranches of RMBS and other
structured finance assets;

     -- 17 transactions are high-grade CDOs of ABS, generally
defined as CDOs of ABS typically collateralized at origination
primarily by 'AAA' through 'A' rated tranches of RMBS and other
structured finance transactions; and

     -- Six deals are CDOs of CDOs collateralized predominantly by
tranches from other CDO transactions.

S&P said it has previously lowered 64 of the affected classes
being placed on CreditWatch negative one or more times. Standard &
Poor's expects to resolve the CreditWatch placements on the
affected transactions within the next few weeks.

RATINGS PLACED ON CREDITWATCH NEGATIVE

                                              Rating
Transaction                Class      To                 From
-----------                -----      --                 ----
Acacia CDO 9 Ltd.           C          A/Watch Neg        A
Acacia CDO 9 Ltd.           D          BBB/Watch Neg      BBB     
Altius IV Funding Ltd.      A-1B       A+/Watch Neg       A+    
Altius IV Funding Ltd.      A-1V       A+/Watch Neg       A+     
Altius IV Funding Ltd.      A-2a       A/Watch Neg        A
Altius IV Funding Ltd.      A-2b       BBB+/Watch Neg     BBB+   
Altius IV Funding Ltd.      B          BB+/Watch Neg      BB+    
Altius IV Funding Ltd.      C          B-/Watch Neg       B-     
Altius IV Funding Ltd.      D          CCC-/Watch Neg     CCC-  
Barrington II CDO Ltd.      A1-S       AAA/Watch Neg      AAA   
Barrington II CDO Ltd.      X          AAA/Watch Neg      AAA   
Big Horn Structured
Funding CDO 2007-1 Ltd.    SprSr Swap CCC-/Watch Neg      CCC-    
Broadwick Funding Ltd.      A-1b       BB-/Watch Neg      BB-    
Broadwick Funding Ltd.      A-2        BB-/Watch Neg      BB-    
Broadwick Funding Ltd.      B          CCC-/Watch Neg     CCC-   
CAMBER 7 plc                A-1        B/Watch Neg        B
CAMBER 7 plc                A-2        CCC+/Watch Neg     CCC+    
CAMBER 7 plc                A-3        CCC/Watch Neg      CCC       
CAMBER 7 plc                B          CCC-/Watch Neg     CCC-     
Citius I Funding Ltd.       A-1        BB-/Watch Neg      BB-      
Citius I Funding Ltd.       A-2        B+/Watch Neg       B+       
Citius I Funding Ltd.       A-ST       BBB-/Watch Neg     BBB-    
CMO Holdings III Ltd.       A-2        AA/Watch Neg       AA       
CMO Holdings III Ltd.       A-3        A/Watch Neg        A
CMO Holdings III Ltd.       A-4        BBB/Watch Neg      BBB      
CMO Holdings III Ltd.       A-5        B/Watch Neg        B
Commodore CDO V Ltd.        A1A        B-/Watch Neg       B-       
Commodore CDO V Ltd.        A1B        B-/Watch Neg       B-      
Coriolanus Ltd. -
  Series 41 Combo Nts       BBB-/Watch Neg     BBB-        
Duke Funding High
  Grade VI Ltd.             A-1LA      AA/Watch Neg       AA       
Euler ABS CDO I Ltd.        A-1        B-/Watch Neg       B-       
Euler ABS CDO I Ltd.        A-2        CCC-/Watch Neg     CCC-    
Farmington Finance Ltd.     Series A   BBB/Watch Neg      BBB      
Farmington Finance Ltd.     Series C   BBB/Watch Neg      BBB       
Farmington Finance Ltd.     Series D   BBB/Watch Neg      BBB      
Farmington Finance Ltd.     Term Loan  AAA/Watch Neg      AAA        
Farmington Finance Ltd.     Term Nts   AAA/Watch Neg      AAA      
Fortress ABS
  Opportunities Ltd.        B          BBB/Watch Neg      BBB     
Fortress ABS
  Opportunities Ltd.        Ba         BBB/Watch Neg      BBB       
Gloucester Street
  ABS CDO I Ltd.            A-1        AAA/Watch Neg      AAA        
Harp High Grade CDO I Ltd.  A-1        AAA/Watch Neg      AAA    
Ischus Mezzanine
  CDO IV Ltd.               A-1        CCC/Watch Neg      CCC       
Ischus Mezzanine
  CDO IV Ltd.               SprSrSwap  BBBsrs/Watch Neg   BBBsrs    
Istana High Grade ABS
  CDO I Ltd.                A-1        AAA/Watch Neg      AAA         
Ivy Lane CDO Ltd.           A-1        CCC-/Watch Neg     CCC-    
Kleros Preferred
  Funding IX Ltd.           A-1        BB/Watch Neg       BB      
Kleros Preferred
  Funding V PLC             A-1        CCC-/Watch Neg     CCC-   
Lancer Funding Ltd.         A1S1       AAA/Watch Neg      AAA    
Lexington Capital
  Funding III Ltd.          A-1        CCC-/Watch Neg     CCC-         
Libertas Preferred
  Funding IV Ltd.           A-1        CCC-/Watch Neg     CCC-   
Lochsong Ltd.               S          AAA/Watch Neg      AAA      
Longshore CDO
  Funding 2006-1 Ltd.       A-1        AAA/Watch Neg      AAA    
Mantoloking CDO
  2006-1 Ltd.               A-1        AAA/Watch Neg      AAA      
Mantoloking CDO
  2006-1 Ltd.               A-2        BBB/Watch Neg      BBB    
Mantoloking CDO
  2006-1 Ltd.               A-3        BB-/Watch Neg      BB-    
Mantoloking CDO
  2006-1 Ltd.               B          CCC-/Watch Neg     CCC-    
McKinley Funding III Ltd.   A-1        CCC-/Watch Neg     CCC-  
Mount Skylight CDO Ltd.     A1         A+/Watch Neg       A+     
Mount Skylight CDO Ltd.     A2         BB+/Watch Neg      BB+    
Mount Skylight CDO Ltd.     B          B+/Watch Neg       B+    
Mount Skylight CDO Ltd.     C          CCC/Watch Neg      CCC  
Mount Skylight CDO Ltd.     D          CCC-/Watch Neg     CCC-   
Nautilus RMBS CDO II Ltd.   A-3        A/Watch Neg        A
Nautilus RMBS CDO II Ltd.   B          BBB-/Watch Neg     BBB-   
Nautilus RMBS CDO II Ltd.   C          BB-/Watch Neg      BB-    
Nautilus RMBS CDO IV Ltd.   A-1S       AA-/Watch Neg      AA-   
Pinnacle Point
  Funding Ltd.              A-1        A/Watch Neg        A
Pinnacle Point
  Funding Ltd.              ABCP       AAA/A-1+/Watch Neg AAA/A-1+     
Putnam Structured Product
  Funding                   B          AA/Watch Neg       AA    
2003-1 Ltd.
Putnam Structured Product
  Funding 2003-1 Ltd.       C          BBB+/Watch Neg     BBB+
Pyxis ABS CDO 2006-1 Ltd.   UnfunSuper CCC-/Watch Neg     CCC-  
Saybrook Point CBO II Ltd.  A          AAA/Watch Neg      AAA     
Saybrook Point CBO II Ltd.  B-1        A+/Watch Neg       A+    
Saybrook Point CBO II Ltd.  B-2        A+/Watch Neg       A+  
Saybrook Point CBO II Ltd.  C-1        BBB/Watch Neg      BBB   
Saybrook Point CBO II Ltd.  C-2        BBB/Watch Neg      BBB     
Saybrook Point CBO II Ltd.  Pref Share BB+/Watch Neg      BB+    
Series 2007-1 D-Force
  Segregated Portfolio of
  Securitized Product of
  Restructured Collateral
  Ltd. SPC                  Floating R A-/Watch Neg       A-   
Sheffield CDO II Ltd.       A-2        AA/Watch Neg       AA       
Stack 2006-1 Ltd.           I          B-/Watch Neg       B-      
Stack 2006-1 Ltd.           II         CCC/Watch Neg      CCC    
Stockton CDO Ltd.           A-1        CCC-/Watch Neg     CCC-      
Stone Tower CDO III Ltd.    A-1LA      CCC-srp/Watch Neg  CCC-srp   
Stone Tower CDO III Ltd.    X          CCC-/Watch Neg     CCC-  
Tierra Alta Funding I Ltd.  F          AAA/Watch Neg      AAA     
Tricadia CDO 2006-5 Ltd.    D          A/Watch Neg        A
Tricadia CDO 2006-5 Ltd.    E          BB+/Watch Neg      BB+    
Tricadia CDO 2006-5 Ltd.    F          B-/Watch Neg       B-   
Tricadia CDO 2006-6 Ltd.    B-1L       BBB/Watch Neg      BBB   
Tricadia CDO 2006-6 Ltd.    B-2L       BB+/Watch Neg      BB+  
Verde CDO Ltd.              A-1        AA/Watch Neg       AA   
Verde CDO Ltd.              A-2        BBB-/Watch Neg     BBB-
Verde CDO Ltd.              B          B/Watch Neg        B
Verde CDO Ltd.              C          CCC-/Watch Neg     CCC-  
Zais Investment             A-1        AAA/Watch Neg      AAA
   Grade Ltd. VIII
Zais Investment
   Grade Ltd. VIII          A-2        BBB/Watch Neg      BBB
Zais Investment
   Grade Ltd. VIII          B          BB+/Watch Neg      BB+  
Zais Investment
   Grade Ltd. VIII          C          B/Watch Neg        B
Zais Investment
   Grade Ltd. VIII          D          CCC-/Watch Neg     CCC-  
Zais Investment
   Grade Ltd. X             A-2        AAA/Watch Neg      AAA   
Zais Investment
   Grade Ltd. X             A-3        AA/Watch Neg       AA


* S&P Cuts 110 Ratings on 24 US CDOs of ABS, 1 Synthetic CDO
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 109
tranches from 24 U.S. cash flow and hybrid collateralized debt
obligation transactions.

"We removed 44 of the lowered ratings from CreditWatch with
negative implications. At the same time, we placed three ratings
from two transactions on CreditWatch negative. In addition, we
affirmed three ratings from two transactions and removed them from
CreditWatch negative. The ratings on 65 of the downgraded tranches
remain on CreditWatch with negative implications, indicating a
significant likelihood of further downgrades.  The CreditWatch
placements primarily affect transactions for which a significant
portion of the collateral assets have ratings that are currently
on CreditWatch negative or have significant exposure to assets
rated in the 'CCC' category," S&P says.

The 109 downgraded U.S. cash flow and hybrid tranches have a total
issuance amount of $15.215 billion. Sixteen of the 24 affected
transactions are mezzanine structured finance (SF) CDOs of asset-
backed securities (ABS), which are collateralized in large part by
mezzanine tranches of residential mortgage-backed securities
(RMBS) and other SF securities. The other eight transactions are
high-grade SF CDOs of ABS, which were collateralized at
origination primarily by 'AAA' through 'A' rated tranches of RMBS
and other SF securities.

The CDO downgrades reflect a number of factors, including credit
deterioration and recent negative rating actions on U.S. subprime
RMBS securities.

"At the same time, we lowered our rating on one tranche from a
U.S. synthetic CDO transaction. The rating remains on CreditWatch
negative. The downgraded U.S. synthetic CDO tranche has a total
issuance amount of $125 million," S&P says.

"To date, including the CDO tranches listed below and including
actions on both publicly and confidentially rated tranches, we
have lowered our ratings on 3,517 tranches from 830 U.S. cash
flow, hybrid, and synthetic CDO transactions as a result of stress
in the U.S. residential mortgage market and credit deterioration
of U.S. RMBS. In addition, 1,352ratings from 440 transactions are
currently on CreditWatch negative for the same reasons. In all, we
have downgraded $390.664 billion of CDO issuance. Additionally,
our ratings on $36.350 billion in securities have not been lowered
but are currently on CreditWatch negative, indicating a high
likelihood of future downgrades."

Standard & Poor's will continue to monitor the CDO transactions it
rates and take rating actions, including CreditWatch placements,
when appropriate.

RATINGS LOWERED

                                        Rating     
Transaction               Class    To             From
-----------               -----    --             ----
Alexander Park CDO I Ltd.  A-2      A-/Watch Neg   AAA/WatchNeg
Alexander Park CDO I Ltd.  B        B-/Watch Neg   AA/Watch Neg
Alexander Park CDO I Ltd.  C        CCC-/Watch Neg A/Watch Neg
Alexander Park CDO I Ltd.  D-1      CC             B+/Watch Neg
Alexander Park CDO I Ltd.  D-2      CC             B+/Watch Neg
ART CDO 2006-1 Ltd.        A-1S     CCC/Watch Neg  BB-/WatchNeg
ART CDO 2006-1 Ltd.        A-1J     CC            CCC+/WatchNeg  
ART CDO 2006-1 Ltd.        A-2      CC             CCC/Watch Neg
Barramundi CDO I Ltd       A-1      BB+/Watch Neg  A+/Watch Neg
Barramundi CDO I Ltd       A-2      BB-/Watch Neg BBB+/WatchNeg  
Barramundi CDO I Ltd       B        B-/Watch Neg   BB+/Watch Neg
Barramundi CDO I Ltd       C        CCC-/Watch Neg B/Watch Neg
Barramundi CDO I Ltd       D        CC             CCC+/WatchNeg
Barrington CDO Ltd.        A-1M(A)  AA/Watch Neg   AAA
Barrington CDO Ltd.        A-1M(B)  AA/Watch Neg   AAA
Barrington CDO Ltd.        A-1Q(A)  AA/Watch Neg   AAA
Barrington CDO Ltd.        A-1Q(B)  AA/Watch Neg   AAA
Barrington CDO Ltd.        A-1J     BBB+/Watch Neg AA+/Watch Neg
Barrington CDO Ltd.        A-2      BB/Watch Neg   A+/Watch Neg
Barrington CDO Ltd.        B        CC             BBB/Watch Neg
Barrington CDO Ltd.        C        CC             BB+/Watch Neg
Barrington CDO Ltd.        D        CC             BB-/Watch Neg
Belle Haven ABS CDO
  2006-1 Ltd.              A-1      CCC-/Watch Neg BBB-/WatchNeg
Belle Haven ABS CDO
  2006-1 Ltd.   A-2        CC       CCC/Watch Neg
Bering CDO I Ltd           A-1S1    A+/Watch Neg   AAA/Watch Neg
Bering CDO I Ltd           A-1S2    B+/Watch Neg   A+/Watch Neg
Bering CDO I Ltd           A-1J     CCC-/Watch Neg BBB+/WatchNeg
Bering CDO I Ltd           A-2      CC             BB+/Watch Neg
Bering CDO I Ltd           A-3      CC             B+/Watch Neg
CAMBER 3 plc               S        AA-/Watch Neg  AAA
CAMBER 3 plc               A-1      BBB/Watch Neg  AAA/Watch Neg
CAMBER 3 plc               A-2      BBB-/Watch Neg AAA/Watch Neg
CAMBER 3 plc               B        CCC/Watch Neg  A/Watch Neg
CAMBER 3 plc               C        CC             BBB-/WatchNeg
CAMBER 3 plc               D        CC             BB/Watch Neg
Coriolanus Limited
  - Barramundi             CLN      BB+/Watch Neg  A+/Watch Neg
  Super Senior Repack
Dutch Hill
  Funding I Ltd.           A-1A     BBB+/Watch Neg AAA/Watch Neg
Dutch Hill
  Funding I Ltd.           A-1B     B+/Watch Neg   AA-/Watch Neg
Dutch Hill
  Funding I Ltd.           A-2L     CCC/Watch Neg  BBB+/WatchNeg
Dutch Hill
  Funding I Ltd.           A-2X     CCC/Watch Neg  BBB+/WatchNeg
Dutch Hill
  Funding I Ltd.           B        CC             BB+/Watch Neg
Dutch Hill
  Funding I Ltd.           C        CC             B/Watch Neg
Dutch Hill
  Funding I Ltd.           D-1L     CC            CCC-/Watch Neg
Dutch Hill
  Funding I Ltd.           D-1X     CC            CCC-/Watch Neg
Glacier Funding
  CDO II Ltd.              B        CC             B-/Watch Neg
Halcyon Securitized
  Products Investors       A-1      BBB-/Watch Neg AA-/Watch Neg     
  ABS CDO I Ltd.
Halcyon Securitized
  Products Investors       A-2      B-/Watch Neg   BBB/Watch Neg  
  ABS CDO I Ltd.
Halcyon Securitized
  Products Investors       B        CCC/Watch Neg  BB+/Watch Neg
  ABS CDO I Ltd.
Halcyon Securitized
  Products Investors       C        CC             BB-/Watch Neg
  ABS CDO I Ltd.
Halcyon Securitized
  Products Investors       D        CC             B/Watch Neg
  ABS CDO I Ltd.
Halcyon Securitized
  Products Investors       E        CC             B-/Watch Neg
  ABS CDO I Ltd.
Kent Funding II Ltd        A-1A     BB-/Watch Neg  AA-/Watch Neg
Kent Funding II Ltd        A-1B     BB-/Watch Neg  AA-/Watch Neg
Kent Funding II Ltd        A-2      CCC-/Watch Neg BBB-/WatchNeg
Kent Funding II Ltd        B        CC             BB/Watch Neg
Kent Funding II Ltd        C        CC             CCC-/WatchNeg
Madaket Funding I Ltd      A1M      AA/Watch Neg   AAA/Watch Neg
Madaket Funding I Ltd      A1Q      AA/Watch Neg   AAA/Watch Neg
Madaket Funding I Ltd      A2       A/Watch Neg    AA/Watch Neg
Madaket Funding I Ltd      A3       BB+/Watch Neg  A-/Watch Neg
Madaket Funding I Ltd      A4       B+/Watch Neg   BBB/Watch Neg
Madaket Funding I Ltd      B        CCC-/Watch Neg BB/Watch Neg
Madaket Funding I Ltd      C        CC             B-/Watch Neg
Mercury CDO II Ltd         A-1      AA/Watch Neg   AAA
Mercury CDO II Ltd         A-2      BBB/Watch Neg  AA+/Watch Neg
Mercury CDO II Ltd         B        CCC-/Watch Neg BBB/Watch Neg
Mercury CDO II Ltd         C        CC             CCC+/WatchNeg
Neptune CDO II Ltd.        A-2      BBB-/Watch Neg AA/Watch Neg
Neptune CDO II Ltd.        B        BB-/Watch Neg  A/Watch Neg
Neptune CDO II Ltd.        C        CCC+/Watch Neg BBB+/WatchNeg
Neptune CDO II Ltd.        D        CC             BB/Watch Neg
North Cove CDO Ltd         A        A/Watch Neg    AAA/Watch Neg
North Cove CDO Ltd         B        BB+/Watch Neg  AA/Watch Neg
North Cove CDO Ltd         C        CCC-/Watch Neg BBB/Watch Neg
North Cove CDO Ltd         D        CC             BB/Watch Neg
Orchid Structured
  Finance CDO III          A-1      BB-/Watch Neg  AA/Watch Neg
Orchid Structured
  Finance CDO III          A-2      CCC-/Watch Neg BBB/Watch Neg
Orchid Structured
  Finance CDO III          B        CC             BB+/Watch Neg
Orchid Structured
  Finance CDO III          C        CC             BB/Watch Neg
Orchid Structured
  Finance CDO III          D        CC             B+/Watch Neg
Orchid Structured
  Finance CDO III          E        CC             CCC+/WatchNeg
Porter Square CDO
  III Ltd                  A-1      AA-/Watch Neg  AAA/Watch Neg
Porter Square CDO
  III Ltd                  A-2      BBB-/Watch Neg AA+/Watch Neg
Porter Square CDO
  III Ltd                  B        B/Watch Neg    A-/Watch Neg
Porter Square CDO
  III Ltd                  C        CCC-/Watch Neg BB+/Watch Neg
Porter Square
  CDO III Ltd              D        CC             B-/Watch Neg
Ridgeway Court
  Funding I Ltd            A1M      B/Watch Neg    BB-/Watch Neg
Ridgeway Court
  Funding I Ltd            A1Q      B/Watch Neg    BB-/Watch Neg
Ridgeway Court
  Funding I Ltd            A2       CC             CCC/Watch Neg
Skybox CDO Ltd.            A        BB-/Watch Neg  AAA/Watch Neg
Skybox CDO Ltd.            B        B-/Watch Neg   AA/Watch Neg
Skybox CDO Ltd.            C        CC             A-/Watch Neg
Skybox CDO Ltd.            D        CC             BBB-/WatchNeg
South Coast Funding I Ltd  A-1      B/Watch Neg    AA/Watch Neg
South Coast Funding I Ltd  A-2      CC             B+/Watch Neg
Toro ABS CDO II Ltd.       A-1      B/Watch Neg    A/Watch Neg
Toro ABS CDO II Ltd.       A-2      CC             BBB-/WatchNeg
Toro ABS CDO II Ltd.       B        CC             BB/Watch Neg
Toro ABS CDO II Ltd.       C        CC             BB-/Watch Neg
Toro ABS CDO II Ltd.       D        CC             B/Watch Neg
Toro ABS CDO II Ltd.       E        CC             CCC/Watch Neg
Vertical ABS CDO
  2005-1 Ltd.              A-1      AA+/Watch Neg  AAA/Watch Neg
Vertical ABS CDO
  2005-1 Ltd.              A-2      BBB-/Watch Neg AA+/Watch Neg
Vertical ABS CDO
  2005-1 Ltd.              B        B+/Watch Neg   A-/Watch Neg
Vertical ABS CDO
  2005-1 Ltd.              C        CCC-/Watch Neg BBB/Watch Neg
Vertical ABS CDO
  2005-1 Ltd.              D        CC             BB-/Watch Neg
Vertical ABS CDO
  2006-1 Ltd               A-S1VF   B+/Watch Neg   A+/Watch Neg
Vertical ABS CDO
  2006-1 Ltd               A-1      CCC+/Watch Neg BBB/Watch Neg
Vertical ABS CDO
  2006-1 Ltd               A-2      CC             BB-/Watch Neg
Vertical ABS CDO
  2006-1 Ltd               A-3      CC             CCC+/WatchNeg

RATINGS PLACED ON CREDITWATCH NEGATIVE

                                        Rating     
Transaction               Class    To             From
-----------               -----    --             ----
Neptune CDO II Ltd.       A-1      AAA/Watch Neg  AAA
Palisades CDO Ltd.        A-2      AAA/Watch Neg  AAA
Palisades CDO Ltd.        Type II  BB+/Watch Neg  BB+

RATINGS AFFIRMED AND REMOVED FROM CREDITWATCH NEGATIVE

                                        Rating     
Transaction               Class    To             From
-----------               -----    --             ----
Kent Funding II Ltd       X        AAA            AAA/Watch Neg
MKP CBO III Ltd           B        AA-            AA-/Watch Neg
MKP CBO III Ltd           B/C
                            Combo   BBB            BBB/Watch Neg

OTHER OUTSTANDING RATINGS

Transaction                           Class      Rating
-----------                           -----      ------
Alexander Park CDO I Ltd.              A-1        AAA
ART CDO 2006-1 Ltd.                    A-3        CC
ART CDO 2006-1 Ltd.                    B          CC
ART CDO 2006-1 Ltd.                    C          CC
Barramundi CDO I Ltd                   E          CC
Barrington CDO Ltd.                    X          AAA
Belle Haven ABS CDO 2006-1 Ltd.        B          CC
Belle Haven ABS CDO 2006-1 Ltd.        C          CC
Belle Haven ABS CDO 2006-1 Ltd.        D          CC
Belle Haven ABS CDO 2006-1 Ltd.        E          CC
Bering CDO I Ltd                       B          CC
Bering CDO I Ltd                       C          CC
Dutch Hill Funding I Ltd.              D-2        CC
Dutch Hill Funding I Ltd.              E          CC
Glacier Funding CDO II Ltd.            A-1NV      AAA
Glacier Funding CDO II Ltd.            A-1V       AAA
Glacier Funding CDO II Ltd.            A-2        AAA
Glacier Funding CDO II Ltd.            C          CC
Glacier Funding CDO II Ltd.            D          CC
Glacier Funding CDO II Ltd.            Pref Shrs  CC
Inman Square Funding I Ltd.            I          AAA
Inman Square Funding I Ltd.            II-FL      AA
Inman Square Funding I Ltd.            II-FX      AA
Inman Square Funding I Ltd.            III        A-/Watch Neg
Inman Square Funding I Ltd.            IV-FL      BB+/Watch Neg
Inman Square Funding I Ltd.            IV-FX      BB+/Watch Neg
Kent Funding II Ltd                    D          CC
Kent Funding II Ltd                    E          CC
Madaket Funding I Ltd                  D          CC
Mercury CDO II Ltd                     D          CC
MKP CBO III Ltd                        A Combo    AAA
MKP CBO III Ltd                        A-1        AAA
MKP CBO III Ltd                        A-2        AAA
MKP CBO III Ltd                        C          B+/Watch Neg
Orchid Structured Finance CDO III Ltd. Combo Nts  AAA
Palisades CDO Ltd.                     A-1A       AAA
Palisades CDO Ltd.                     A-1B       AAA
Palisades CDO Ltd.                     B-1        BBB/Watch Neg
Palisades CDO Ltd.                     B-2        BBB/Watch Neg
Palisades CDO Ltd.                     C-1        B/Watch Neg
Palisades CDO Ltd.                     C-2        B/Watch Neg
Ridgeway Court Funding I Ltd           A3         CC
Ridgeway Court Funding I Ltd           A4         CC
Ridgeway Court Funding I Ltd           B          CC
Ridgeway Court Funding I Ltd           C          CC
Ridgeway Court Funding I Ltd           Q          CC
Toro ABS CDO II Ltd.                   F          CC
Vertical ABS CDO 2005-1 Ltd.           Combo Sec  AAA
Vertical ABS CDO 2006-1 Ltd            B          CC
Vertical ABS CDO 2006-1 Ltd            Cl 1 Combo AAA
Vertical ABS CDO 2006-1 Ltd            Cl 2 Combo AAA


* S&P Cuts 152 Ratings on 33 US CDOs of ABS; $19.258BB Affected
---------------------------------------------------------------
Standard & Poor's Ratings Services last week lowered its ratings
on 152 tranches from 33 U.S. cash flow and hybrid collateralized
debt obligation (CDO) transactions.  

"We removed 59 of the lowered ratings from CreditWatch with
negative implications. The ratings on 93 of the downgraded
tranches remain on CreditWatch with negative implications,
indicating a significant likelihood of further downgrades (see
list). The CreditWatch placements primarily affect transactions
for which a significant portion of the collateral assets have
ratings that are currently on CreditWatch negative or have
significant exposure to assets rated in the 'CCC' category," S&P
says.

The 152 downgraded U.S. cash flow and hybrid tranches have a total
issuance amount of $19.258 billion. Twenty-two of the 33 affected
transactions are mezzanine structured finance (SF) CDOs of asset-
backed securities (ABS), which are collateralized in large part by
mezzanine tranches of residential mortgage-backed securities
(RMBS) and other SF securities, while eight of the downgraded
transactions are high-grade SF CDOs of ABS, which were
collateralized at origination primarily by 'AAA' through 'A' rated
tranches of RMBS and other SF securities. The other three
transactions are CDOs backed predominantly by tranches from other
CDOs of ABS and other SF securities.

The CDO downgrades reflect a number of factors, including credit
deterioration and negative rating actions on U.S. subprime RMBS.

"To date, including the CDO tranches listed below and including
actions on both publicly and confidentially rated tranches, we
have lowered our ratings on 3,556 tranches from 835 U.S. cash
flow, hybrid, and synthetic CDO transactions as a result of stress
in the U.S. residential mortgage market and credit deterioration
of U.S. RMBS. In addition, 1,311 ratings from 441 transactions are
currently on CreditWatch negative for the same reasons. In all, we
have downgraded $398.51 billion of CDO issuance," S&P says.

Standard & Poor's will continue to monitor the CDO transactions it
rates and take rating actions, including CreditWatch placements,
when appropriate.

RATING ACTIONS

                                        Rating
Transaction          Class    To                 From
-----------          -----    --                 ----
ACA ABS 2005-1 Ltd.   B        BBB+/Watch Neg     AA               
ACA ABS 2005-1 Ltd.   C        B/Watch Neg        BBB/Watch Neg    
ACA ABS 2005-2 Ltd.   A-1S     A/Watch Neg        AAA/Watch Neg    
ACA ABS 2005-2 Ltd.   A-1J     B-/Watch Neg       AA/Watch Neg     
ACA ABS 2005-2 Ltd.   A-2F     CCC/Watch Neg      BBB+/Watch Neg   
ACA ABS 2005-2 Ltd.   A-2V     CCC/Watch Neg      BBB+/Watch Neg   
ACA ABS 2005-2 Ltd.   A-3      CC                 BB+/Watch Neg    
ACA ABS 2005-2 Ltd.   B        CC                 B+/Watch Neg     
ACA ABS 2005-2 Ltd.   Combo    CC                 CCC+/Watch Neg
                      Secs
Altius IV
  Funding Ltd.        A-1B     BB+/Watch Neg      A+/Watch Neg     
Altius IV
  Funding Ltd.        A-1V     BB+/Watch Neg      A+/Watch Neg     
Altius IV
  Funding Ltd.        A-2a     BB+/Watch Neg      A/Watch Neg      
Altius IV
  Funding Ltd.        A-2b     BB-/Watch Neg      BBB+/Watch Neg   
Altius IV
  Funding Ltd.        B        CCC-/Watch Neg     BB+/Watch Neg    
Altius IV
  Funding Ltd.        C        CC                 B-/Watch Neg     
Altius IV
  Funding Ltd.        D        CC                 CCC-/Watch Neg   
Athos Funding Ltd.    Funding  BB+/Watch Neg      A+/A-1+/
                      Nt                          Watch Neg
Athos Funding Ltd.    A-1      BB+/Watch Neg      A+/Watch Neg     
Athos Funding Ltd.    A-2      B/Watch Neg        BB+/Watch Neg    
Athos Funding Ltd.    B        CC                 B-/Watch Neg     
BFC Ajax CDO Ltd.     A        BB/Watch Neg       BB+/Watch Neg    
BFC Ajax CDO Ltd.     B        CC                 BB/Watch Neg     
BFC Ajax CDO Ltd.     C        CC                 CCC+/Watch Neg   
BFC Ajax CDO Ltd.     X        CC                 B+/Watch Neg     
Buckingham CDO
  III Ltd.            A ST     CCC-/Watch Neg     BB+/Watch Neg    
Buckingham CDO
  III Ltd.            B        CC                 B/Watch Neg      
Buckingham CDO
  III Ltd.            C        CC                 CCC+/Watch Neg   
Buckingham CDO
  III Ltd.            D        CC                 CCC-/Watch Neg   
C-BASS CBO XIX Ltd.   A-1      B/Watch Neg        AA-/Watch Neg    
C-BASS CBO XIX Ltd.   A-2      CC                 B/Watch Neg      
C-BASS CBO XIX Ltd.   B        CC                 CCC+/Watch Neg   
C-BASS CBO XIX Ltd.   C        CC                 CCC/Watch Neg    
C-BASS CBO XIX Ltd.   D        CC                 CCC-/Watch Neg   
Charles River
  CDO I Ltd.          A-1A     BBB/Watch Neg      AA/Watch Neg     
Charles River
  CDO I Ltd.          A-1B     BBB/Watch Neg      AA/Watch Neg     
Charles River
  CDO I Ltd.          A-2F     CCC/Watch Neg      BB+/Watch Neg    
Charles River
  CDO I Ltd.          A-2V     CCC/Watch Neg      BB+/Watch Neg    
Charles River
  CDO I Ltd.          B-F      CC                 CCC-/Watch Neg   
Charles River
  CDO I Ltd.          B-V      CC                 CCC-/Watch Neg   
Citius I
  Funding Ltd.        A-ST     BB/Watch Neg       BBB-/Watch Neg   
Citius I
  Funding Ltd.        A-1      B/Watch Neg        BB-/Watch Neg    
Citius I
  Funding Ltd.        A-2      B-/Watch Neg       B+/Watch Neg     
Citius I
  Funding Ltd.        B        CCC-/Watch Neg     CCC+/Watch Neg   
Commodore CDO
  II Ltd.             A-2 (a)  A-/Watch Neg       AA/Watch Neg     
Commodore CDO
  II Ltd.             A-2 (b)  A-/Watch Neg       AA/Watch Neg     
Commodore CDO
  II Ltd.             B        CC                 CCC-/Watch Neg   
Commodore CDO
  IV Ltd.             A-2      A-/Watch Neg       AAA/Watch Neg    
Commodore CDO
  IV Ltd.             B        B-/Watch Neg       AA/Watch Neg     
Commodore CDO
  IV Ltd.             C        CCC-/Watch Neg     A/Watch Neg      
Commodore CDO
  IV Ltd.             D        CC                 BBB/Watch Neg    
Commodore CDO
  IV Ltd.             Comp Nts CC                 BBB-/Watch Neg   
Diogenes CDO I Ltd.   A-1      BBB-/Watch Neg     AA+/Watch Neg    
Diogenes CDO I Ltd.   A-2      B-/Watch Neg       BBB+/Watch Neg   
Diogenes CDO I Ltd.   B        CCC-/Watch Neg     BB+/Watch Neg    
Diogenes CDO I Ltd.   C        CC                 BB/Watch Neg     
Diogenes CDO I Ltd.   D        CC                 CCC+/Watch Neg   
Duke Funding V Ltd.   I-A1     A-/Watch Neg       AAA              
Duke Funding V Ltd.   1-A2     A-/Watch Neg       AAA              
Duke Funding V Ltd.   I-B      A-/Watch Neg       AAA              
Duke Funding V Ltd.   II       BBB/Watch Neg      AA-/Watch Neg    
Duke Funding V Ltd.   III      CCC-/Watch Neg     BB+/Watch Neg    
Duke Funding V Ltd.   IV-A     CC                 CCC/Watch Neg    
Duke Funding V Ltd.   IV-B     CC                 CCC/Watch Neg    
Duke Funding X Ltd.   A-1      BB/Watch Neg       AA/Watch Neg     
Duke Funding X Ltd.   A-2      B/Watch Neg        A-/Watch Neg     
Duke Funding X Ltd.   A-3      CC                 BBB-/Watch Neg   
Duke Funding X Ltd.   B-1      CC                 BB/Watch Neg     
Duke Funding X Ltd.   B-2      CC                 BB-/Watch Neg    
Dunhill ABS CDO Ltd.  B        CCC/Watch Neg      BBB/Watch Neg    
Dunhill ABS CDO Ltd.  C        CC                 B+/Watch Neg     
Fortius I
  Funding Ltd.        A-1      AA-/Watch Neg      AAA/Watch Neg    
Fortius I
  Funding Ltd.        A-2      AA-/Watch Neg      AAA/Watch Neg    
Fortius I
  Funding Ltd.        B        BBB/Watch Neg      AA/Watch Neg     
Fortius I
  Funding Ltd.        C        BB/Watch Neg       A/Watch Neg      
Fortius I
  Funding Ltd.        D        CCC+/Watch Neg     BBB/Watch Neg    
Fortius I
  Funding Ltd.        E        CCC-/Watch Neg     BB+/Watch Neg    
Independence IV
  CDO Ltd.            A-1      AA/Watch Neg       AAA/Watch Neg
                      Series1
Independence IV
  CDO Ltd.            A-1      AA/Watch Neg       AAA/Watch Neg
                      Series2
Independence IV
  CDO Ltd.            A-2      BB+/Watch Neg      AA/Watch Neg     
Independence IV
  CDO Ltd.            A-3      CCC+/Watch Neg     BBB+/Watch Neg   
Independence IV
  CDO Ltd.            B        CC                 BB-/Watch Neg    
Ischus Mezzanine
  CDO III Ltd.        A-1      B-/Watch Neg       A-/Watch Neg     
Ischus Mezzanine
  CDO III Ltd.        A-2      CCC-/Watch Neg     BBB-/Watch Neg   
Ischus Mezzanine
  CDO III Ltd.        B-1      CC                 BB/Watch Neg     
Ischus Mezzanine
  CDO III Ltd.       B-2       CC                 BB-/Watch Neg    
Ischus Mezzanine
  CDO III Ltd.       C         CC                 B-/Watch Neg     
Ischus Mezzanine
  CDO III Ltd.       D         CC                 CCC-/Watch Neg   
Kent Funding
  III Ltd.           A-1       A+/Watch Neg       AAA/Watch Neg    
Kent Funding
  III Ltd.           A-2       CC                 B+/Watch Neg     
Kent Funding
  III Ltd.           A-3       CC                 CCC-/Watch Neg   
Klio III
  Funding Ltd.       ABCP      AA/A-1+/WatchNeg   AAA/A-
1+/WatchNeg
Klio III
  Funding Ltd.       A-1       BB+/Watch Neg      AAA/Watch Neg    
Klio III
  Funding Ltd.       A-2       B/Watch Neg        AA/Watch Neg     
Klio III
  Funding Ltd.       B         CCC-/Watch Neg     A-/Watch Neg     
Klio III
  Funding Ltd.       C         CC                 BBB/Watch Neg    
Klio III
  Funding Ltd.       Pref Shrs CC                 BB/Watch Neg     
Knollwood CDO Ltd.   A-1       BBB+/Watch Neg     AA/Watch Neg     
Knollwood CDO Ltd.   A-2       CC                 B/Watch Neg      
Manasquan CDO
  2005-1 Ltd.        A-1LB     AA-/Watch Neg      AAA              
Manasquan CDO
  2005-1 Ltd.        A-2L      BBB/Watch Neg      AA               
Manasquan CDO
  2005-1 Ltd.        A-3L      BB+/Watch Neg      A+/Watch Neg     
Manasquan CDO
  2005-1 Ltd.        B-1L      CCC+/Watch Neg     BBB+/Watch Neg   
Manasquan CDO
  2005-1 Ltd.        B-2L      CCC-/Watch Neg     BBB-/Watch Neg   
Montauk Point
  CDO Ltd.           A1        BB-/Watch Neg      AA/Watch Neg     
Montauk Point
  CDO Ltd.           A2        B-/Watch Neg       A-/Watch Neg     
Montauk Point
  CDO Ltd.           B         CC                 BBB-/Watch Neg   
Montauk Point
  CDO Ltd.           C         CC                 BB+/Watch Neg    
Montauk Point
  CDO Ltd.           D         CC                 B+/Watch Neg     
Montauk Point
  CDO Ltd.           E         CC                 CCC+/Watch Neg   
Montauk Point
  CDO Ltd.           F         CC                 CCC/Watch Neg    
Monterey CDO Ltd.    A-1A      AA/Watch Neg       AAA/Watch Neg    
Monterey CDO Ltd.    A-1B      AA/Watch Neg       AAA/Watch Neg    
Monterey CDO Ltd.    A-2       BBB/Watch Neg      AA/Watch Neg     
Monterey CDO Ltd.    A-3       BB/Watch Neg       A+/Watch Neg     
Monterey CDO Ltd.    B         CCC+/Watch Neg     BB+/Watch Neg    
Monterey CDO Ltd.    C         CCC-/Watch Neg     BB/Watch Neg     
Monterey CDO Ltd.    D         CC                 B/Watch Neg      
Monterey CDO Ltd.    E         CC                 CCC/Watch Neg    
Nautilus RMBS
  CDO IV Ltd.        A-1S      A-/Watch Neg       AA-/Watch Neg    
Nautilus RMBS
  CDO IV Ltd.        A-1J      BB-/Watch Neg      BBB/Watch Neg    
Nautilus RMBS
  CDO IV Ltd.        A-2       B-/Watch Neg       BB/Watch Neg     
Nautilus RMBS
  CDO IV Ltd.        A-3       CC                 B/Watch Neg      
Nautilus RMBS
  CDO IV Ltd.        B-F       CC                 CCC-/Watch Neg   
Nautilus RMBS
  CDO IV Ltd.        B-V       CC                 CCC-/Watch Neg   
Northlake CDO
  I Ltd.             I-A       BB-/Watch Neg      AA/Watch Neg     
Northlake CDO
  I Ltd.             II        CC                 B/Watch Neg      
Pinetree CDO Ltd.    A-1S      BBB/Watch Neg      AAA/Watch Neg    
Pinetree CDO Ltd.    A-1J      B/Watch Neg        A-/Watch Neg     
Pinetree CDO Ltd.    A-2       CCC-/Watch Neg     BBB-/Watch Neg   
Pinetree CDO Ltd.    A-3       CC                 BB-/Watch Neg    
Pinetree CDO Ltd.    B         CC                 CCC-/Watch Neg   
Pinnacle Point
  Funding Ltd.       ABCP      AA+/A-1+         AAA/A-1+/WatchNeg
Pinnacle Point
  Funding Ltd.       A-1       BB+                A/Watch Neg      
Pinnacle Point
  Funding Ltd.       A-2       CCC-/Watch Neg     BB/Watch Neg     
Porter Square
  CDO II Ltd.        B         AA-/Watch Neg      AA               
Porter Square
  CDO II Ltd.        C         BBB+/Watch Neg     A                
Porter Square
  CDO II Ltd.        D         BB/Watch Neg       BBB              
Sheffield CDO
  II Ltd.            A-3       BBB+/Watch Neg     A/Watch Neg      
Sheffield CDO
  II Ltd.            B         BB+/Watch Neg      BBB-/Watch Neg   
Sheffield CDO
  II Ltd.            C         CCC+/Watch Neg     B+/Watch Neg     
Stockbridge CDO
  Ltd.               A-2       A/Watch Neg        AA+/Watch Neg    
Stockbridge CDO
  Ltd.               A-3       B+/Watch Neg       A+/Watch Neg     
Stockbridge CDO
  Ltd.               B         CCC-/Watch Neg     BBB+/Watch Neg   
TABS 2005-2
  Oakville Ltd.      A-1       A/Watch Neg        AAA              
TABS 2005-2
  Oakville Ltd.      A-2       BB+/Watch Neg      AAA/Watch Neg    
TABS 2005-2
  Oakville Ltd.      B         CC                 BBB-/Watch Neg   
TABS 2005-2
  Oakville Ltd.      C         CC                 BB/Watch Neg     
TABS 2005-2
  Oakville Ltd.      D         CC                 CCC/Watch Neg    
Topanga CDO Ltd.     A-1       BB-/Watch Neg      AA/Watch Neg     
Topanga CDO Ltd.     A-2       CCC+/Watch Neg     A/Watch Neg      
Topanga CDO Ltd.     B         CC                 BBB/Watch Neg    
Topanga CDO Ltd.     C         CC                 BB+/Watch Neg    

RATINGS PLACED ON CREDITWATCH NEGATIVE

                                             Rating
Transaction                Class      To                 From
-----------                -----      --                 ----
Commodore CDO IV Ltd.       A-1(a)-F   AAA/Watch Neg      AAA  
Commodore CDO IV Ltd.       A-1(a)-U   AAA/Watch Neg      AAA      
Commodore CDO IV Ltd.       A-1(b)     AAA/Watch Neg      AAA   
Dunhill ABS CDO Ltd.        A-2        AA/Watch Neg       AA       
Manasquan CDO 2005-1 Ltd.   A-1LA      AAA/Watch Neg
AAA              
Northlake CDO I Ltd.        I-MM       AAA/A-1+/Watch Neg AAA/A-1
+         
Porter Square CDO II Ltd.   A-2        AAA/Watch Neg
AAA              

OTHER RATINGS REVIEWED

Transaction                  Class      Rating
-----------                  -----      ------
ACA ABS 2005-1 Ltd.           A-1        AAA
ACA ABS 2005-1 Ltd.           A-2        AAA
Altius IV Funding Ltd.        A-1F       AA+
Altius IV Funding Ltd.        E          CC
BFC Ajax CDO Ltd.             D          CC
BFC Ajax CDO Ltd.             E          CC
Buckingham CDO III Ltd.       E          CC
Buckingham CDO III Ltd.       Income Nts CC
Charles River CDO I Ltd.      C          CC
Charles River CDO I Ltd.      Comb Sec   CC
Citius I Funding Ltd.         C          CC
Citius I Funding Ltd.         D          CC
Citius I Funding Ltd.         E          CC
Commodore CDO II Ltd.         A-1MM      AAA/A-1+  
Commodore CDO II Ltd.         C          CC
Dunhill ABS CDO Ltd.          A-1NV      AAA
Dunhill ABS CDO Ltd.          A-1VA      AAA
Dunhill ABS CDO Ltd.          A-1VB      AAA
Fortius I Funding Ltd.        S          AAA
Independence IV CDO Ltd.      C          CC
Ischus Mezzanine CDO III Ltd. E          CC
Kent Funding III Ltd.         B          CC
Kent Funding III Ltd.         C          CC
Kent Funding III Ltd.         D          CC
Knollwood CDO Ltd.            B          CC
Knollwood CDO Ltd.            C          CC
Montauk Point CDO Ltd.        G          CC
Nautilus RMBS CDO IV Ltd.     C-F        CC
Nautilus RMBS CDO IV Ltd.     C-V        CC
Northlake CDO I Ltd.          III        CC
Porter Square CDO II Ltd.     A-1        AAA
Sheffield CDO II Ltd.         S          AAA
Sheffield CDO II Ltd.         A-1        AAA
Sheffield CDO II Ltd.         A-2        AA/Watch Neg  
Sheffield CDO II Ltd.         D          CC
Stockbridge CDO Ltd.          A-1        AAA
Duke Funding V Ltd.           I-W        AAA    
Pinnacle Point Funding Ltd.   B          CC   


* S&P Cuts 222 Ratings on 29 US Subprime RMBS Transactions
----------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 222
classes from 29 residential mortgage-backed securities (RMBS)
transactions backed by U.S. subprime mortgage loan collateral
issued in 2006 and 2007.

"At the same time, we removed 146 of the lowered ratings from
CreditWatch with negative implications. In addition, we affirmed
our ratings on 152 classes from these 29 transactions and affirmed
our ratings on 16 additional classes from one other U.S. subprime
RMBS transaction. We removed 81 of the classes with ratings
affirmed from CreditWatch negative," S&P says.

"The downgraded classes represent an original par amount of
approximately $14.8 billion, or about 2% of the par amount of U.S.
RMBS backed by first-lien subprime mortgage loans rated by
Standard & Poor's between January 2006 and June 2007. We have
taken previous rating actions on approximately $6.7 billion of the
total amount of affected securities. In addition, the classes that
were affirmed represent an original par amount of approximately
$14.7 billion subprime RMBS certificates issued from January 2006
to June 2007," S&P adds.

The downgrades reflect our opinion that projected credit support
for the affected classes is insufficient to maintain the previous
ratings, given our current projected losses. As announced in "S&P
Revises Deal-Specific Projected Losses For U.S. Subprime RMBS
Issued In 2006, 2007," published Aug. 19, 2008, our default curve
for U.S. subprime RMBS is a key component of our loss projection
analysis of U.S. RMBS transactions, which is discussed in
"Standard & Poor's Revised Default And Loss Curves For U.S.
Subprime RMBS," published Oct. 19, 2007.

With the recent continued deterioration in U.S. RMBS performance,
however, S&P is adjusting its loss curve forecasting methodology
to more explicitly incorporate each transaction's current
delinquency (including 60- and 90-day delinquencies), default, and
loss trends. Some transactions are experiencing foreclosures and
delinquencies at rates greater than its initial projections. S&P
believes that adjusting our projected losses, which S&P derived
from its default curve analysis, is appropriate in cases where the
amount of current delinquencies indicates a different timing or
level of loss. In addition, S&P recently revised its loss severity
assumption for transactions issued in 2006 and the first half of
2007 as described in "Standard & Poor's Revises U.S. Subprime,
Prime, And Alternative-A RMBS Loss Assumptions," published July
30, 2008. S&P based the revised assumption on its belief that
continued foreclosures, distressed sales, increased carrying
costs, and a further decline in home sales will continue to
depress prices and push loss severities higher than it previously
assumed.

"The lowered ratings reflect our assessment of credit support
under three constant prepayment rate (CPR) scenarios. The first
scenario utilizes the lower of the lifetime or 12-month CPR, while
the second utilizes a 6% CPR, which is very slow by historical
standards. The third scenario uses a prepayment rate that is equal
to two times the lower of the lifetime or 12-month CPR. We
incorporated a third CPR scenario into our cash flow analysis to
account for potential increases in prepayments, which may occur
from normal increases typically found in the seasoning of pools
combined with a chance that governmental proposals, if adopted,
may lead to increased CPRs. We assumed a constant default rate for
each pool. Because the analysis focused on each individual class
with varying maturities, prepayment scenarios may cause an
individual class or the transaction itself to prepay in full
before it incurs the entire loss projection. Slower prepayment
assumptions lengthen the average life of the mortgage pool, which
increases the likelihood that total projected losses will be
realized. The longer a class remains outstanding, however, the
more excess spread it generates," S&P says.

"To assess the creditworthiness of each class, we reviewed the
individual delinquency and loss trends of each transaction for
changes, if any, in risk characteristics, servicing, and the
ability to withstand additional credit deterioration. For mortgage
pools that are continuing to show increasing delinquencies, we
increased our cash flow stresses to account for potential
increases in monthly losses. In order to maintain a rating higher
than 'B', a class had to absorb losses in excess of the base case
assumption we assumed in our analysis. For example, a class may
have to withstand 115% of our base case oss assumption in order to
maintain a 'BB' rating, while a different class may have to
withstand 125% of our base case loss assumption to maintain a
'BBB' rating. Each class that has an affirmed 'AAA' rating can
withstand approximately 150% of our base case loss assumptions
under our analysis, subject to individual caps assumed on specific
transactions. We determined the caps by limiting the amount of
remaining defaults to 90% of the current pool balances.

"A combination of subordination, excess spread, and
overcollateralization provide credit support for the affected
transactions. The underlying collateral for these deals consists
of fixed- and adjustable-rate U.S. subprime mortgage loans that
are secured by first and second liens on one- to four-family
residential properties.

"To date, including the classes listed below and actions on both
publicly and confidentially rated classes, we have resolved the
CreditWatch placements of the ratings on 604 classes from 76 U.S.
RMBS subprime transactions from the 2006 and 2007 vintages.
Currently, our ratings on 2,678 classes from 438 U.S. RMBS
subprime transactions from the 2005, 2006 and 2007 vintages are on
CreditWatch negative."

Standard & Poor's will continue to monitor the RMBS transactions
it rates and take rating actions, including CreditWatch
placements, when appropriate.

RATINGS LOWERED

Argent Securities Trust 2006-W1
Series      2006-W1

                               Rating
Class      CUSIP         To             From
-----      -----         --             ----
M-7        040104RP8     CC             CCC
M-8        040104RQ6     CC             CCC
M-9        040104RR4     CC             CCC

BNC Mortgage Loan Trust 2007-1
Series      2007-1

                               Rating
Class      CUSIP         To             From
-----      -----         --             ----
M8         05569GAN6     CC             CCC
M9         05569GAP1     CC             CCC

Citigroup Mortgage Loan Trust 2006-WMC1
Series      2006 WMC1

                               Rating
Class      CUSIP         To             From
-----      -----         --             ----
M-4        17307GZ92     CC             CCC
M-5        17307G2A5     CC             CCC
M-6        17307G2B3     CC             CCC
M-7        17307G2C1     CC             CCC
M-9        17307G2D9     D              CC
M-10       17307G2E7     D              CC

CWABS Asset-Backed Certificates Series 2007-11
Series      2007-11

                               Rating
Class      CUSIP         To             From
-----      -----         --             ----
B          23247LAV0     CC             CCC
  
CWABS Asset-Backed Certificates Trust 2007-2
Series 2007-2

                               Rating
Class      CUSIP         To             From
-----      -----         --             ----
M-9        12668NAP2     CC             CCC
B          12668NAU1     CC             CCC
  
CWABS Asset-Backed Certificates Trust 2007-BC1
Series 2007-1

                               Rating
Class      CUSIP         To             From
-----      -----         --             ----
M-8        12668TAN4     CC             CCC
M-9        12668TAP9     CC             CCC
B          12668TAR5     CC             CCC

First Franklin Mortgage Loan Trust 2006-FF2
Series 2006-FF2

                               Rating
Class      CUSIP         To             From
-----      -----         --             ----
M3         32027NA68     CC             CCC
M4         32027NA76     CC             CCC
M5         32027NA84     CC             CCC
M6         32027NA92     CC             CCC
M7         32027NB26     CC             CCC
M8         32027NB34     CC             CCC

First Franklin Mortgage Loan Trust Series 2007-FF2
Series 2007-FF2

                               Rating
Class      CUSIP         To             From
-----      -----         --             ----
M-5        32029GAK0     CC             CCC
M-6        32029GAL8     CC             CCC
B-1        32029GAM6     CC             CCC

GSAA Home Equity Trust 2006-2
Series 2006-2

                               Rating
Class      CUSIP         To             From
-----      -----         --             ----
B-1        3623415Z8     CC             CCC
B-2        3623416A2     CC             CCC
B-3        3623416B0     CC             CCC

HSI Asset Securitization Corporation Trust 2007-HE1
Series 2007-HE1

                               Rating
Class      CUSIP         To             From
-----      -----         --             ----
M-10       40430FAQ5     CC             CCC

IXIS Real Estate Capital Trust 2006-HE2
Series 2006-HE2

                               Rating
Class      CUSIP         To             From
-----      -----         --             ----
M-5        46602WAJ3     CC             CCC
B-3        46602WAN4     D              CCC

Long Beach Mortgage Loan Trust 2006-1
Series 2006-1

                               Rating
Class      CUSIP         To             From
-----      -----         --             ----
M-5        542514RS5     CC             CCC
M-6        542514RT3     CC             CCC
M-7        542514RU0     CC             CCC


Long Beach Mortgage Loan Trust 2006-WL1
Series 2006-WL1

                               Rating
Class      CUSIP         To             From
-----      -----         --             ----
M-7        542514RC0     CC             CCC
M-8        542514RD8     CC             CCC
M-9        542514RE6     CC             CCC
M-10       542514RF3     CC             CCC

MASTR Asset Backed Securities Trust 2007-WMC1
Series 2007-WMC1

                               Rating
Class      CUSIP         To             From
-----      -----         --             ----
M-2        55275TAG3     CC             CCC
M-3        55275TAH1     CC             CCC
M-7        55275TAM0     D              CCC

Merrill Lynch Mortgage Investors Trust Series 2006-WMC2
Series 2006-WMC2

                               Rating
Class      CUSIP         To             From
-----      -----         --             ----
M-5        59020U6S9     CC             CCC
M-6        59020U6T7     CC             CCC
B-1A       59020U6U4     D              CCC
B-1B       59020U6V2     D              CCC
B-2A       59020U6W0     D              CCC
B-2B       59020U6X8     D              CCC

Merrill Lynch Mortgage Investors Trust, Series 2006-RM1
Series 2006-RM1

                               Rating
Class      CUSIP         To             From
-----      -----         --             ----
M-4        59020U5K7     CC             CCC
M-6        59020U5M3     CC             CCC
B-1        59020U5N1     D              CCC
B-2        59020U5P6     D              CCC

Merrill Lynch Mortgage Investors Trust, Series 2006-RM2
Series 2006-RM2

                               Rating
Class      CUSIP         To             From
-----      -----         --             ----
M-3        590216AJ6     CC             CCC
M-4        590216AK3     CC             CCC
M-5        590216AL1     CC             CCC
M-6        590216AM9     D              CCC
B-1        590216AN7     D              CC

Merrill Lynch Mortgage Investors Trust, Series 2007-HE1
Series 2007-HE1

                               Rating
Class      CUSIP         To             From
-----      -----         --             ----
M-6        59024EAL1     CC             CCC
B-1        59024EAM9     CC             CCC
B-2        59024EAN7     CC             CCC

Morgan Stanley ABS Capital I Inc. Trust 2007-HE2
Series 2007-HE2

                               Rating
Class      CUSIP         To             From
-----      -----         --             ----
B-1        61753EAL4     CC             CCC

Morgan Stanley ABS Capital I Inc. Trust 2007-HE3
Series 2007-HE3

                               Rating
Class      CUSIP         To             From
-----      -----         --             ----
B-2        617538AM5     CC             CCC

Morgan Stanley Home Equity Loan Trust 2007-1
Series 2007-1

                               Rating
Class      CUSIP         To             From
-----      -----         --             ----
B-2        61751QAM7     CC             CCC

Option One Mortgage Loan Trust 2006-1
Series 2006-1

                               Rating
Class      CUSIP         To             From
-----      -----         --             ----
M-8        68389FKY9     CC             CCC

RAMP Series 2006-NC1 Trust
Series 2006-NC1

                               Rating
Class      CUSIP         To             From
-----      -----         --             ----
M-7        76112BX96     CC             CCC
M-8        76112BY20     CC             CCC

RASC Series 2007-KS2 Trust
Series 2007-KS2

                               Rating
Class      CUSIP         To             From
-----      -----         --             ----
M-9        74924WAP2     CC             CCC
M-10       74924WAQ0     CC             CCC

Saxon Asset Securities Trust 2007-1
Series 2007-1

                               Rating
Class      CUSIP         To             From
-----      -----         --             ----
B-3        80556BAP0     CC             CCC

Securitized Asset Backed Receivables LLC Trust 2007-NC2
Series 2007-NC2

                               Rating
Class      CUSIP         To             From
-----      -----         --             ----
B-2        81378GAM0     CC             CCC
B-3        81378GAN8     CC             CCC

Structured Asset Investment Loan Trust 2006-BNC2
Series 2006-BNC2

                               Rating
Class      CUSIP         To             From
-----      -----         --             ----
M2         86358GAH4     CC             CCC

Structured Asset Securities Corporation Mortgage Loan Trust 2006-
OW1
Series 2006-OW1

                               Rating
Class      CUSIP         To             From
-----      -----         --             ----
M2         863576EU4     CC             CCC
M3         863576EV2     CC             CCC
M8         863576FA7     D              CC
M9         863576FB5     D              CC

RATINGS LOWERED AND REMOVED FROM CREDITWATCH NEGATIVE

Argent Securities Trust 2006-W1
Series 2006-W1

                               Rating
Class      CUSIP         To             From
-----      -----         --             ----
M-1        040104RH6     A              AA+/Watch Neg
M-2        040104RJ2     B              AA+/Watch Neg
M-3        040104RK9     CCC            BBB/Watch Neg
M-4        040104RL7     CCC            B/Watch Neg

BNC Mortgage Loan Trust 2007-1
Series 2007-1

                               Rating
Class      CUSIP         To             From
-----      -----         --             ----
A-1        05569GAA4     BBB            A/Watch Neg
A4         05569GAD8     BBB+           AAA/Watch Neg
A5         05569GAE6     BBB            A/Watch Neg
M1         05569GAF3     B              BB/Watch Neg
M2         05569GAG1     CCC            B/Watch Neg
M3         05569GAH9     CCC            B/Watch Neg

Citigroup Mortgage Loan Trust 2006-WMC1
Series 2006 WMC1

                               Rating
Class      CUSIP         To             From
-----      -----         --             ----
A-2D       17307GZ50     AA             AAA/Watch Neg
M-1        17307GZ68     A              AA+/Watch Neg
M-2        17307GZ76     B              BB/Watch Neg
M-3        17307GZ84     CCC            B/Watch Neg

Citigroup Mortgage Loan Trust 2007-AHL1
Series 2007-AHL1

                               Rating
Class      CUSIP         To             From
-----      -----         --             ----
A-1        17311VAA7     BBB            AAA/Watch Neg
A-2B       17311VAE9     BBB            AAA/Watch Neg
A-2C       17311VAF6     BBB-           AAA/Watch Neg
M-1        17311VAG4     B              BBB/Watch Neg
M-2        17311VAH2     CCC            B/Watch Neg

CWABS Asset-Backed Certificates Series 2007-11
Series 2007-11

                               Rating
Class      CUSIP         To             From
-----      -----         --             ----
1-A-1      23247LAW8     AA             AAA/Watch Neg
1-A-2      23247LAX6     AA             AAA/Watch Neg
2-A-4      23247LAD0     AA             AAA/Watch Neg
1-M-1      23247LAE8     BBB            AA+/Watch Neg
2-M-1      23247LAF5     BBB            AA+/Watch Neg
1-M-3      23247LAJ7     B-             B/Watch Neg
2-M-3      23247LAK4     B-             B/Watch Neg
1-M-2      23247LAG3     B              AA/Watch Neg
2-M-2      23247LAH1     B              AA/Watch Neg

CWABS Asset-Backed Certificates Trust 2007-2
Series 2007-2

                               Rating
Class      CUSIP         To             From
-----      -----         --             ----
1-A        12668NAA5     A              AAA/Watch Neg
2-A-3      12668NAD9     AA             AAA/Watch Neg
2-A-4      12668NAE7     A              AAA/Watch Neg
M-1        12668NAF4     BB             AA+/Watch Neg
M-2        12668NAG2     B              A/Watch Neg
M-3        12668NAH0     CCC            B/Watch Neg

CWABS Asset-Backed Certificates Trust 2007-BC1
Series 2007-1

                               Rating
Class      CUSIP         To             From
-----      -----         --             ----
1-A        12668TAA2     AA             AAA/Watch Neg
2-A-4      12668TAE4     AA             AAA/Watch Neg
M-1        12668TAF1     BBB            AA+/Watch Neg
M-2        12668TAG9     BB             AA+/Watch Neg
M-3        12668TAH7     B              A/Watch Neg
M-4        12668TAJ3     B-             BB/Watch Neg
M-5        12668TAK0     CCC            B/Watch Neg

First Franklin Mortgage Loan Trust 2006-FF2
Series 2006-FF2

                               Rating
Class      CUSIP         To             From
-----      -----         --             ----
A1         32027NZX2     BB             AAA/Watch Neg
A4         32027NA27     A              AAA/Watch Neg
A5         32027NA35     BB             AAA/Watch Neg
M1         32027NA43     CCC            BB/Watch Neg
M2         32027NA50     CCC            B/Watch Neg

First Franklin Mortgage Loan Trust Series 2007-FF2
Series 2007-FF2

                               Rating
Class      CUSIP         To             From
-----      -----         --             ----
A-1        32029GAA2     B              BB/Watch Neg
A-2B       32029GAC8     BBB            AAA/Watch Neg
A-2C       32029GAD6     B              BB/Watch Neg
A-2D       32029GAE4     B              BB/Watch Neg
M-1        32029GAF1     CCC            B/Watch Neg

GSAA Home Equity Trust 2006-2
Series 2006-2

                               Rating
Class      CUSIP         To             From
-----      -----         --             ----
M-1        3623415T2     AA             AAA/Watch Neg
M-2        3623415U9     A              AA+/Watch Neg
M-3        3623415V7     B              BBB/Watch Neg
M-4        3623415W5     CCC            BB/Watch Neg
M-5        3623415X3     CCC            B/Watch Neg

HSI Asset Securitization Corporation Trust 2007-HE1
Series 2007-HE1

                               Rating
Class      CUSIP         To             From
-----      -----         --             ----
I-A-1      40430FAA0     A              AAA/Watch Neg
II-A-3     40430FAD4     A              AAA/Watch Neg
II-A-4     40430FAE2     A              AAA/Watch Neg
M-1        40430FAF9     B              AA+/Watch Neg
M-2        40430FAG7     CCC            BBB/Watch Neg
M-3        40430FAH5     CCC            BB/Watch Neg
M-4        40430FAJ1     CCC            B/Watch Neg

IXIS Real Estate Capital Trust 2006-HE2
Series 2006-HE2

                               Rating
Class      CUSIP         To             From
-----      -----         --             ----
A-4        46602WAD6     BBB            AAA/Watch Neg
M-1        46602WAE4     B              BB/Watch Neg

Long Beach Mortgage Loan Trust 2006-1
Series 2006-1

                               Rating
Class      CUSIP         To             From
-----      -----         --             ----
I-A        542514RH9     AA             AAA/Watch Neg
II-A4      542514RM8     AA             AAA/Watch Neg
M-1        542514RN6     BBB            AA+/Watch Neg
M-2        542514RP1     B              BBB/Watch Neg
M-3        542514RQ9     CCC            B+/Watch Neg
M-4        542514RR7     CCC            B/Watch Neg

Long Beach Mortgage Loan Trust 2006-WL1
Series 2006-WL1

                               Rating
Class      CUSIP         To             From
-----      -----         --             ----
M-1        542514QW7     AA             AA+/Watch Neg
M-2        542514QX5     BBB            AA/Watch Neg
M-3        542514QY3     B              AA-/Watch Neg
M-4        542514QZ0     CCC            BB/Watch Neg
M-5        542514RA4     CCC            B/Watch Neg

MASTR Asset Backed Securities Trust 2007-WMC1
Series 2007-WMC1

                               Rating
Class      CUSIP         To             From
-----      -----         --             ----
A-1        55275TAA6     CCC            BB/Watch Neg
A-2        55275TAB4     BB             AAA/Watch Neg
A-3        55275TAC2     B              A/Watch Neg
A-4        55275TAD0     CCC            BB/Watch Neg
A-5        55275TAE8     CCC            BB/Watch Neg

Merrill Lynch Mortgage Investors Trust Series 2006-WMC2
Series 2006-WMC2

                               Rating
Class      CUSIP         To             From
-----      -----         --             ----
A-1        59020U6H3     BBB            AAA/Watch Neg
A-2C       59020U6L4     BBB            AAA/Watch Neg
A-2D       59020U6M2     BB             AAA/Watch Neg
M-1        59020U6N0     B              AA+/Watch Neg
M-2        59020U6P5     CCC            BBB/Watch Neg
M-3        59020U6Q3     CCC            BB/Watch Neg
M-4        59020U6R1     CC             B/Watch Neg
  
Merrill Lynch Mortgage Investors Trust, Series 2006-RM1
Series 2006-RM1

                               Rating
Class      CUSIP         To             From
-----      -----         --             ----
A-2C       59020U5E1     A              AAA/Watch Neg
A-2D       59020U5F8     BBB            AAA/Watch Neg
M-1        59020U5G6     B              AA+/Watch Neg
M-2        59020U5H4     CCC            A/Watch Neg
M-3        59020U5J0     CCC            B/Watch Neg
M-5        59020U5L5     CC             B/Watch Neg

Merrill Lynch Mortgage Investors Trust, Series 2006-RM2
Series 2006-RM2

                               Rating
Class      CUSIP         To             From
-----      -----         --             ----
A-1A       590216AA5     B              A/Watch Neg
A-1B       590216AB3     B              A/Watch Neg
A-2B       590216AD9     AA             AAA/Watch Neg
A-2C       590216AE7     BB             AAA/Watch Neg
A-2D       590216AF4     B              A/Watch Neg
M-1        590216AG2     CCC            B/Watch Neg
M-2        590216AH0     CCC            B/Watch Neg

Merrill Lynch Mortgage Investors Trust, Series 2007-HE1
Series 2007-HE1

                               Rating
Class      CUSIP         To             From
-----      -----         --             ----
A-1        59024EAA5     B              AAA/Watch Neg
A-2B       59024EAC1     AA             AAA/Watch Neg
A-2C       59024EAD9     B              AAA/Watch Neg
A-2D       59024EAE7     B              AA/Watch Neg
M-1        59024EAF4     CCC            BB/Watch Neg
M-2        59024EAG2     CCC            B/Watch Neg

Morgan Stanley ABS Capital I Inc. Trust 2007-HE2
Series 2007-HE2

                               Rating
Class      CUSIP         To             From
-----      -----         --             ----
A-1        61753EAP5     B              AA/Watch Neg
A-2c       61753EAC4     BBB            AAA/Watch Neg
A-2d       61753EAD2     B              AA/Watch Neg
M-1        61753EAE0     CCC            BB/Watch Neg
M-2        61753EAF7     CCC            B/Watch Neg

Morgan Stanley ABS Capital I Inc. Trust 2007-HE3
Series 2007-HE3

                               Rating
Class      CUSIP         To             From
-----      -----         --             ----
A-1        617525AA8     BB             AA/Watch Neg
A-2c       617538AC7     A+             AAA/Watch Neg
A-2d       617538AD5     BB             AA/Watch Neg
M-1        617538AE3     B              BB/Watch Neg
M-2        617538AF0     CCC            B/Watch Neg

Morgan Stanley Home Equity Loan Trust 2007-1
Series 2007-1

                               Rating
Class      CUSIP         To             From
-----      -----         --             ----
A-3        61751QAC9     A              AAA/Watch Neg
A-4        61751QAD7     BB             AA/Watch Neg
M-1        61751QAE5     B              BB/Watch Neg
M-2        61751QAF2     CCC            B/Watch Neg

Option One Mortgage Loan Trust 2006-1
Series 2006-1

                               Rating
Class      CUSIP         To             From
-----      -----         --             ----
M-1        68389FKR4     A              AA+/Watch Neg
M-2        68389FKS2     BB             AA+/Watch Neg
M-3        68389FKT0     B              BBB/Watch Neg
M-4        68389FKU7     CCC            B/Watch Neg

RAMP Series 2006-NC1 Trust
Series 2006-NC1

                               Rating
Class      CUSIP         To             From
-----      -----         --             ----
A-3        76112BX21     AA             AAA/Watch Neg
M-1        76112BX39     A              AA+/Watch Neg
M-2        76112BX47     BB             AA/Watch Neg
M-3        76112BX54     B              A/Watch Neg
M-4        76112BX62     CCC            BB/Watch Neg

RASC Series 2007-KS2 Trust
Series 2007-KS2

                               Rating
Class      CUSIP         To             From
-----      -----         --             ----
A-I-3      74924WAC1     AA             AAA/Watch Neg
A-I-4      74924WAD9     BBB            AAA/Watch Neg
A-II-1     74924WAE7     BBB            AAA/Watch Neg
M-1        74924WAF4     B              A/Watch Neg
M-2        74924WAG2     CCC            B/Watch Neg

Saxon Asset Securities Trust 2007-1
Series 2007-1

                               Rating
Class      CUSIP         To             From
-----      -----         --             ----
A-1        80556BAA3     AA             AAA/Watch Neg
A-2d       80556BAE5     AA             AAA/Watch Neg
M-1        80556BAF2     BB             AA+/Watch Neg
M-2        80556BAG0     B              BB/Watch Neg
M-3        80556BAH8     CCC            B/Watch Neg

Securitized Asset Backed Receivables LLC Trust 2007-NC2
Series 2007-NC2

                               Rating
Class      CUSIP         To             From
-----      -----         --             ----
A-1        81378GAA6     AA             AAA/Watch Neg
A-2B       81378GAC2     AA             AAA/Watch Neg
A-2C       81378GAD0     AA             AAA/Watch Neg
M-1        81378GAE8     BB             AA+/Watch Neg
M-2        81378GAF5     B              BB/Watch Neg

Structured Asset Investment Loan Trust 2006-BNC2
Series 2006-BNC2

                               Rating
Class      CUSIP         To             From
-----      -----         --             ----
A5         86358GAE1     A              AAA/Watch Neg

RATINGS AFFIRMED AND REMOVED FROM CREDITWATCH NEGATIVE

Argent Securities Trust 2006-W1
Series 2006-W1

                               Rating
Class      CUSIP         To             From
-----      -----         --             ----
A-1        040104RT0     AAA            AAA/Watch Neg
A-2B       040104RE3     AAA            AAA/Watch Neg
A-2C       040104RF0     AAA            AAA/Watch Neg
A-2D       040104RG8     AAA            AAA/Watch Neg

BNC Mortgage Loan Trust 2007-1
Series 2007-1

                               Rating
Class      CUSIP         To             From
-----      -----         --             ----
A2         05569GAB2     AAA            AAA/Watch Neg
A3         05569GAC0     AAA            AAA/Watch Neg

Citigroup Mortgage Loan Trust 2006-WMC1
Series 2006 WMC1

                               Rating
Class      CUSIP         To             From
-----      -----         --             ----
A-1        17307G2G2     AAA            AAA/Watch Neg
A-2B       17307GZ35     AAA            AAA/Watch Neg
A-2C       17307GZ43     AAA            AAA/Watch Neg

Citigroup Mortgage Loan Trust 2007-AHL1
Series 2007-AHL1

                               Rating
Class      CUSIP         To             From
-----      -----         --             ----
A-2A       17311VAD1     AAA            AAA/Watch Neg

CWABS Asset-Backed Certificates Series 2007-11
Series 2007-11

                               Rating
Class      CUSIP         To             From
-----      -----         --             ----
2-A-1      23247LAA6     AAA            AAA/Watch Neg
2-A-2      23247LAB4     AAA            AAA/Watch Neg
2-A-3      23247LAC2     AAA            AAA/Watch Neg

CWABS Asset-Backed Certificates Trust 2007-2
Series 2007-2

                               Rating
Class      CUSIP         To             From
-----      -----         --             ----
2-A-1      12668NAB3     AAA            AAA/Watch Neg
2-A-2      12668NAC1     AAA            AAA/Watch Neg

CWABS Asset-Backed Certificates Trust 2007-BC1
Series 2007-1

                               Rating
Class      CUSIP         To             From
-----      -----         --             ----
2-A-1      12668TAB0     AAA            AAA/Watch Neg
2-A-2      12668TAC8     AAA            AAA/Watch Neg
2-A-3      12668TAD6     AAA            AAA/Watch Neg

First Franklin Mortgage Loan Trust 2006-FF2
Series 2006-FF2

                               Rating
Class      CUSIP         To             From
-----      -----         --             ----
A2         32027NZY0     AAA            AAA/Watch Neg
A3         32027NZZ7     AAA            AAA/Watch Neg

First Franklin Mortgage Loan Trust Series 2007-FF2
Series 2007-FF2

                               Rating
Class      CUSIP         To             From
-----      -----         --             ----
A-2A       32029GAB0     AAA            AAA/Watch Neg

GSAA Home Equity Trust 2006-2
Series 2006-2

                               Rating
Class      CUSIP         To             From
-----      -----         --             ----
1A1        3623415N5     AAA            AAA/Watch Neg
1A2        3623415P0     AAA            AAA/Watch Neg
2A1        3623415Q8     AAA            AAA/Watch Neg
2A2        3623415R6     AAA            AAA/Watch Neg
2A3        3623415S4     AAA            AAA/Watch Neg
2A4        362334AA2     AAA            AAA/Watch Neg
2A5        362334AB0     AAA            AAA/Watch Neg

GSAMP Trust 2007-HE1
Series 2007-HE1

                               Rating
Class      CUSIP         To             From
-----      -----         --             ----
A-1        3622MDAA3     AAA            AAA/Watch Neg
A-2A       3622MDAB1     AAA            AAA/Watch Neg
A-2B       3622MDAC9     AAA            AAA/Watch Neg
A-2C       3622MDAD7     AAA            AAA/Watch Neg
A-2D       3622MDAE5     AAA            AAA/Watch Neg
M-1        3622MDAF2     AA+            AA+/Watch Neg
M-2        3622MDAG0     AA             AA/Watch Neg
M-3        3622MDAH8     BBB            BBB/Watch Neg
M-4        3622MDAJ4     B              B/Watch Neg

HSI Asset Securitization Corporation Trust 2007-HE1
Series 2007-HE1

                               Rating
Class      CUSIP         To             From
-----      -----         --             ----
II-A-1     40430FAB8     AAA            AAA/Watch Neg
II-A-2     40430FAC6     AAA            AAA/Watch Neg

IXIS Real Estate Capital Trust 2006-HE2
Series 2006-HE2

                               Rating
Class      CUSIP         To             From
-----      -----         --             ----
A-2        46602WAB0     AAA            AAA/Watch Neg
A-3        46602WAC8     AAA            AAA/Watch Neg

Long Beach Mortgage Loan Trust 2006-1
Series 2006-1

                               Rating
Class      CUSIP         To             From
-----      -----         --             ----
II-A2      542514RK2     AAA            AAA/Watch Neg
II-A3      542514RL0     AAA            AAA/Watch Neg

Long Beach Mortgage Loan Trust 2006-WL1
Series 2006-WL1

                               Rating
Class      CUSIP         To             From
-----      -----         --             ----
I-A1       542514QP2     AAA            AAA/Watch Neg
I-A2       542514QQ0     AAA            AAA/Watch Neg
I-A3       542514QR8     AAA            AAA/Watch Neg
II-A2      542514QT4     AAA            AAA/Watch Neg
II-A3      542514QU1     AAA            AAA/Watch Neg
II-A4      542514QV9     AAA            AAA/Watch Neg

Merrill Lynch Mortgage Investors Trust Series 2006-WMC2
Series 2006-WMC2

                               Rating
Class      CUSIP         To             From
-----      -----         --             ----
A-2B       59020U6K6     AAA            AAA/Watch Neg

Merrill Lynch Mortgage Investors Trust, Series 2006-RM1
Series 2006-RM1

                               Rating
Class      CUSIP         To             From
-----      -----         --             ----
A-1        59020U5B7     AAA            AAA/Watch Neg
A-2B       59020U5D3     AAA            AAA/Watch Neg

Merrill Lynch Mortgage Investors Trust, Series 2006-RM2
Series 2006-RM2

                               Rating
Class      CUSIP         To             From
-----      -----         --             ----
A-2A       590216AC1     AAA            AAA/Watch Neg

Merrill Lynch Mortgage Investors Trust, Series 2007-HE1
Series 2007-HE1

                               Rating
Class      CUSIP         To             From
-----      -----         --             ----
A-2A       59024EAB3     AAA            AAA/Watch Neg

Morgan Stanley ABS Capital I Inc. Trust 2007-HE2
Series 2007-HE2

                               Rating
Class      CUSIP         To             From
-----      -----         --             ----
A-2a       61753EAA8     AAA            AAA/Watch Neg
A-2b       61753EAB6     AAA            AAA/Watch Neg

Morgan Stanley ABS Capital I Inc. Trust 2007-HE3
Series 2007-HE3

                               Rating
Class      CUSIP         To             From
-----      -----         --             ----
A-2a       617538AA1     AAA            AAA/Watch Neg
A-2b       617538AB9     AAA            AAA/Watch Neg

Morgan Stanley Home Equity Loan Trust 2007-1
Series 2007-1

                               Rating
Class      CUSIP         To             From
-----      -----         --             ----
A-1        61751QAA3     AAA            AAA/Watch Neg
A-2        61751QAB1     AAA            AAA/Watch Neg

Option One Mortgage Loan Trust 2006-1
Series 2006-1

                               Rating
Class      CUSIP         To             From
-----      -----         --             ----
I-A-1      68389FKL7     AAA            AAA/Watch Neg
II-A-2     68389FKN3     AAA            AAA/Watch Neg
II-A-3     68389FKP8     AAA            AAA/Watch Neg
II-A-4     68389FKQ6     AAA            AAA/Watch Neg

RAMP Series 2006-NC1 Trust
Series 2006-NC1

                               Rating
Class      CUSIP         To             From
-----      -----         --             ----
A-2        76112BW97     AAA            AAA/Watch Neg
  
RASC Series 2007-KS2 Trust
Series 2007-KS2

                               Rating
Class      CUSIP         To             From
-----      -----         --             ----
A-I-1      74924WAA5     AAA            AAA/Watch Neg
A-I-2      74924WAB3     AAA            AAA/Watch Neg

Saxon Asset Securities Trust 2007-1
Series 2007-1

                               Rating
Class      CUSIP         To             From
-----      -----         --             ----
A-2a       80556BAB1     AAA            AAA/Watch Neg
A-2b       80556BAC9     AAA            AAA/Watch Neg
A-2c       80556BAD7     AAA            AAA/Watch Neg

Securitized Asset Backed Receivables LLC Trust 2007-NC2
Series 2007-NC2

                               Rating
Class      CUSIP         To             From
-----      -----         --             ----
A-2A       81378GAB4     AAA            AAA/Watch Neg

Structured Asset Investment Loan Trust 2006-BNC2
Series 2006-BNC2

                               Rating
Class      CUSIP         To             From
-----      -----         --             ----
A1         86358GAA9     BB             BB/Watch Neg
A2         86358GAB7     BB             BB/Watch Neg
A4         86358GAD3     AAA            AAA/Watch Neg
A6         86358GAF8     BB             BB/Watch Neg

Structured Asset Securities Corporation Mortgage Loan Trust 2006-
OW1
Series 2006-OW1

                               Rating
Class      CUSIP         To             From
-----      -----         --             ----
A1         863576EM2     BB             BB/Watch Neg
A2         863576EN0     AAA            AAA/Watch Neg
A3         863576EP5     AAA            AAA/Watch Neg
A4         863576EQ3     A              A/Watch Neg
A5         863576ER1     BB             BB/Watch Neg
A-6M       863576ES9     BB             BB/Watch Neg

RATINGS AFFIRMED

Argent Securities Trust 2006-W1
Series 2006-W1

Class      CUSIP         Rating
-----      -----         ------
M-5        040104RM5     CCC
M-6        040104RN3     CCC

BNC Mortgage Loan Trust 2007-1
Series 2007-1

Class      CUSIP         Rating
-----      -----         ------
M4         05569GAJ5     CCC
M5         05569GAK2     CCC
M6         05569GAL0     CCC
M7         05569GAM8     CCC

Citigroup Mortgage Loan Trust 2007-AHL1
Series 2007-AHL1

Class      CUSIP         Rating
-----      -----         ------
M-3        17311VAJ8     CCC
M-4        17311VAK5     CCC
M-5        17311VAL3     CCC
M-6        17311VAM1     CCC
M-7        17311VAN9     CCC
M-8        17311VAP4     CCC
M-9        17311VAQ2     CCC

CWABS Asset-Backed Certificates Series 2007-11
Series 2007-11

Class      CUSIP         Rating
-----      -----         ------
M-4        23247LAL2     CCC
M-5        23247LAM0     CCC
M-6        23247LAN8     CCC
M-7        23247LAP3     CCC
M-8        23247LAQ1     CCC
M-9        23247LAR9     CCC

CWABS Asset-Backed Certificates Trust 2007-2
Series 2007-2

Class      CUSIP         Rating
-----      -----         ------
M-4        12668NAJ6     CCC
M-5        12668NAK3     CCC
M-6        12668NAL1     CCC
M-7        12668NAM9     CCC
M-8        12668NAN7     CCC

CWABS Asset-Backed Certificates Trust 2007-BC1
Series 2007-1

Class      CUSIP         Rating
-----      -----         ------
M-6        12668TAL8     CCC
M-7        12668TAM6     CCC

First Franklin Mortgage Loan Trust Series 2007-FF2
Series 2007-FF2

Class      CUSIP         Rating
-----      -----         ------
M-2        32029GAG9     CCC
M-3        32029GAH7     CCC
M-4        32029GAJ3     CCC

GSAA Home Equity Trust 2006-2
Series 2006-2

Class      CUSIP         Rating
-----      -----         ------
M-6        3623415Y1     CCC

GSAMP Trust 2007-HE1
Series 2007-HE1

Class      CUSIP         Rating
-----      -----         ------
M-5        3622MDAK1     CCC
M-6        3622MDAL9     CCC
M-7        3622MDAM7     CCC
M-8        3622MDAN5     CCC
M-9        3622MDAP0     CCC
B-1        3622MDAT2     CCC
B-2        3622MDAU9     CCC

HSI Asset Securitization Corporation Trust 2007-HE1
Series 2007-HE1

Class      CUSIP         Rating
-----      -----         ------
M-5        40430FAK8     CCC
M-6        40430FAL6     CCC
M-7        40430FAM4     CCC
M-8        40430FAN2     CCC
M-9        40430FAP7     CCC

IXIS Real Estate Capital Trust 2006-HE2
Series 2006-HE2

Class      CUSIP         Rating
-----      -----         ------
M-2        46602WAF1     CCC
M-3        46602WAG9     CCC
M-4        46602WAH7     CCC

Long Beach Mortgage Loan Trust 2006-WL1
Series 2006-WL1

Class      CUSIP         Rating
-----      -----         ------
M-6        542514RB2     CCC

MASTR Asset Backed Securities Trust 2007-WMC1
Series 2007-WMC1

Class      CUSIP         Rating
-----      -----         ------
M-1        55275TAF5     CCC

Merrill Lynch Mortgage Investors Trust, Series 2007-HE1
Series 2007-HE1

Class      CUSIP         Rating
-----      -----         ------
M-3        59024EAH0     CCC
M-4        59024EAJ6     CCC
M-5        59024EAK3     CCC
  
Morgan Stanley ABS Capital I Inc. Trust 2007-HE2
Series 2007-HE2

Class      CUSIP         Rating
-----      -----         ------
M-3        61753EAG5     CCC
M-4        61753EAH3     CCC
M-5        61753EAJ9     CCC
M-6        61753EAK6     CCC

Morgan Stanley ABS Capital I Inc. Trust 2007-HE3
Series 2007-HE3

Class      CUSIP         Rating
-----      -----         ------
M-3        617538AG8     CCC
M-4        617538AH6     CCC
M-5        617538AJ2     CCC
M-6        617538AK9     CCC
B-1        617538AL7     CCC

Morgan Stanley Home Equity Loan Trust 2007-1
Series 2007-1

Class      CUSIP         Rating
-----      -----         ------
M-3        61751QAG0     CCC
M-4        61751QAH8     CCC
M-5        61751QAJ4     CCC
M-6        61751QAK1     CCC
B-1        61751QAL9     CCC

Option One Mortgage Loan Trust 2006-1
Series 2006-1

Class      CUSIP         Rating
-----      -----         ------
M-5        68389FKV5     CCC
M-6        68389FKW3     CCC
M-7        68389FKX1     CCC

RAMP Series 2006-NC1 Trust
Series 2006-NC1

Class      CUSIP         Rating
-----      -----         ------
M-5        76112BX70     CCC
M-6        76112BX88     CCC

RASC Series 2007-KS2 Trust
Series 2007-KS2

Class      CUSIP         Rating
-----      -----         ------
M-3        74924WAH0     CCC
M-4        74924WAJ6     CCC
M-5        74924WAK3     CCC
M-6        74924WAL1     CCC
M-7        74924WAM9     CCC
M-8        74924WAN7     CCC

Saxon Asset Securities Trust 2007-1
Series 2007-1

Class      CUSIP         Rating
-----      -----         ------
M-4        80556BAJ4     CCC
M-5        80556BAK1     CCC
M-6        80556BAL9     CCC
B-1        80556BAM7     CCC
B-2        80556BAN5     CCC

Securitized Asset Backed Receivables LLC Trust 2007-NC2
Series 2007-NC2

Class      CUSIP         Rating
-----      -----         ------
M-3        81378GAG3     CCC
M-4        81378GAH1     CCC
M-5        81378GAJ7     CCC
M-6        81378GAK4     CCC
B-1        81378GAL2     CCC

Structured Asset Investment Loan Trust 2006-BNC2
Series 2006-BNC2

Class      CUSIP         Rating
-----      -----         ------
M1         86358GAG6     CCC

Structured Asset Securities Corporation Mortgage Loan Trust 2006-
OW1
Series 2006-OW1

Class      CUSIP         Rating
-----      -----         ------
M1         863576ET7     CCC


* S&P Cuts 224 Ratings on 29 2006 U.S. Subprime RMBS Deals
----------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 224
classes from 29 residential mortgage-backed securities (RMBS)
transactions backed by U.S. subprime mortgage loan collateral
issued in 2006.

"At the same time, we removed 142 of the lowered ratings from
CreditWatch with negative implications. In addition, we affirmed
our ratings on 98 classes from 28 of these transactions, and
removed 61 of the affirmed ratings from CreditWatch negative," S&P
says.

"The downgraded classes represent an original par amount of
approximately $13.4 billion, or about 3% of the par amount of U.S.
RMBS backed by first-lien subprime mortgage loans rated by
Standard & Poor's in 2006. We have taken previous rating actions
on approximately $5.9 billion of the total amount of affected
securities. In addition, the classes with ratings that we affirmed
represent an original par amount of approximately $10.7 billion
subprime RMBS certificates issued in 2006.

"The downgrades reflect our opinion that projected credit support
for the affected classes is insufficient to maintain the previous
ratings, given our current projected losses."

As announced in "S&P Revises Deal-Specific Projected Losses For
U.S. Subprime RMBS Issued In 2006, 2007," published Aug. 19, 2008,
our default curve for U.S. subprime RMBS is a key component of our
loss projection analysis of U.S. RMBS transactions, which is
discussed in "Standard & Poor's Revised Default And Loss Curves
For U.S. Subprime RMBS," published Oct. 19, 2007.

With the recent continued deterioration in U.S. RMBS performance,
however, S&P is adjusting our loss curve forecasting methodology
to more explicitly incorporate each transaction's current
delinquency (including 60- and 90-day delinquencies), default, and
loss trends. Some transactions are experiencing foreclosures and
delinquencies at rates greater than our initial projections. S&P
believes that adjusting our projected losses, which S&P derived
from its default curve analysis, is appropriate in cases where the
amount of current delinquencies indicates a different timing or
level of loss. In addition, S&P recently revised its loss severity
assumption for transactions issued in 2006 and the first half of
2007 as described in "Standard & Poor's Revises U.S. Subprime,
Prime, And Alternative-A RMBS Loss Assumptions," published July
30, 2008.

"We based the revised assumption on our belief that continued
foreclosures, distressed sales, increased carrying costs, and a
further decline in home sales will continue to depress prices and
push loss severities higher than we previously assumed," S&P
relates.

"The lowered ratings reflect our assessment of credit support
under three constant prepayment rate (CPR) scenarios. The first
scenario utilizes the lower of the lifetime or 12-month CPR, while
the second utilizes a 6% CPR, which is very slow by historical
standards. The third scenario uses a prepayment rate that is equal
to two times the lower of the lifetime or 12-month CPR. We
incorporated a third CPR scenario into our cash flow analysis to
account for potential increases in prepayments, which may occur
from normal increases typically found in the seasoning of pools
combined with a chance that governmental proposals, if adopted,
may lead to increased CPRs. We assumed a constant default rate for
each pool. Because the analysis focused on each individual class
with varying maturities, prepayment scenarios may cause an
individual class or the transaction itself to prepay in full
before it incurs the entire loss projection. Slower prepayment
assumptions lengthen the average life of the mortgage pool, which
increases the likelihood that total projected losses will be
realized. The longer a class remains outstanding, however, the
more excess spread it generates.

"To assess the creditworthiness of each class, we reviewed the
individual delinquency and loss trends of each transaction for
changes, if any, in risk characteristics, servicing, and the
ability to withstand additional credit deterioration. For mortgage
pools that are continuing to show increasing delinquencies, we
increased our cash flow stresses to account for potential
increases in monthly losses. In order to maintain a rating higher
than 'B', a class had to absorb losses in excess of the base-case
assumption we assumed in our analysis. For example, a class may
have to withstand 115% of our base case loss assumption in order
to maintain a 'BB' rating, while a different class may have to
withstand 125% of our base-case loss assumption to maintain a
'BBB' rating. Each class that has an affirmed 'AAA' rating can
withstand approximately 150% of our base-case loss assumptions
under our analysis, subject to individual caps assumed on specific
transactions. We determined the caps by limiting the amount of
remaining defaults to 90% of the current pool balances.

"A combination of subordination, excess spread, and
overcollateralization provide credit support for the affected
transactions. The underlying collateral for these deals consists
of fixed- and adjustable-rate U.S. subprime mortgage loans that
are secured by first and second liens on one- to four-family
residential properties.

"To date, including the classes listed below and actions on both
publicly and confidentially rated classes, we have resolved the
CreditWatch placements of the ratings on 812 classes from 105 U.S.
RMBS subprime transactions from the 2006 and 2007 vintages.
Currently, our ratings on 2,470 classes from 410 U.S. RMBS
subprime transactions from the 2005, 2006, and 2007 vintages are
on CreditWatch negative."

Standard & Poor's will continue to monitor the RMBS transactions
it rates and take rating actions, including CreditWatch
placements, when appropriate.

RATINGS LOWERED

ACE Securities Corp. Home Equity Loan Trust, Series 2006-HE1
Series      2006-HE1

                               Rating
Class      CUSIP         To             From
-----      -----         --             ----
M-6        004421WW9     CC             CCC
M-7        004421WX7     CC             CCC
M-8        004421WY5     CC             CCC
M-10       004421XA6     D              CC

Argent Securities Trust 2006-W2
Series      2006-W2

                               Rating
Class      CUSIP         To             From
-----      -----         --             ----
M-6        040104SC6     CC             CCC
M-7        040104SD4     CC             CCC
M-8        040104SE2     CC             CCC

CWABS Asset-Backed Certificates Trust 2006-ABC1
Series      2006-ABC1

                               Rating
Class      CUSIP         To             From
-----      -----         --             ----
M-7        23242NAK5     CC             CCC
M-8        23242NAL3     D              CCC

FFMLT Trust 2006-FF3
Series      2006-FF3

                               Rating
Class      CUSIP         To             From
-----      -----         --             ----
M-6        362334BB9     CC             CCC
M-7        362334BC7     CC             CCC
M-8        362334BD5     CC             CCC
M-9        362334BH6     CC             CCC
B-1        362334BJ2     CC             CCC

Home Equity Asset Trust 2006-2
Series 2006-2

                               Rating
Class      CUSIP         To             From
-----      -----         --             ----
M-7        437084TP1     CC             CCC
M-8        437084TR7     CC             CCC
B-1        437084TT3     CC             CCC
B-2        437084TV8     D              CCC

Home Equity Mortgage Loan Asset Backed Trust Series INABS 2006-A
Series 2006-A

                               Rating
Class      CUSIP         To             From
-----      -----         --             ----
M-6        456606KP6     CC             CCC
M-7        456606KQ4     CC             CCC

IXIS Real Estate Capital Trust 2006-HE1
Series 2006-HE1

                               Rating
Class      CUSIP         To             From
-----      -----         --             ----
M-6        45071KDL5     CC             CCC
B-1        45071KDM3     CC             CCC

JPMorgan Mortgage Acquisition Corp. 2006-HE1
Series 2006-HE1

                               Rating
Class      CUSIP         To             From
-----      -----         --             ----
M-5        46626LGL8     CC             CCC
M-6        46626LGM6     CC             CCC
M-7        46626LGN4     CC             CCC
M-8        46626LGP9     CC             CCC

JPMorgan Mortgage Acquisition Trust 2006-WMC2
Series 2006-WMC2

                               Rating
Class      CUSIP         To             From
-----      -----         --             ----
M-4        46628TAJ0     CC             CCC
M-5        46628TAK7     CC             CCC
M-6        46628TAL5     CC             CCC
M-7        46628TAM3     D              CC

Long Beach Mortgage Loan Trust 2006-2
Series 2006-2

                               Rating
Class      CUSIP         To             From
-----      -----         --             ----
M-4        542514TY0     CC             CCC
M-5        542514TZ7     CC             CCC
M-7        542514UB8     D              CC

Long Beach Mortgage Loan Trust 2006-WL2
Series 2006-WL2

                               Rating
Class      CUSIP         To             From
-----      -----         --             ----
M-4        542514SH8     CC             CCC
M-5        542514SJ4     CC             CCC
M-6        542514SK1     CC             CCC
M-7        542514SL9     D              CCC
  
MASTR Asset Backed Securities Trust 2006-HE1
Series 2006-HE1

                               Rating
Class      CUSIP         To             From
-----      -----         --             ----
M-6        57643LRA6     CC             CCC
M-7        57643LRB4     CC             CCC
M-9        57643LRD0     D              CC

MASTR Asset Backed Securities Trust 2006-HE2
Series 2006-HE2

                               Rating
Class      CUSIP         To             From
-----      -----         --             ----
M-4        57644UAK1     CC             CCC
M-9        57644UAQ8     D              CC

MASTR Asset Backed Securities Trust 2006-NC1
Series 2006-NC1

                               Rating
Class      CUSIP         To             From
-----      -----         --             ----
M-8        57643LNP7     CC             CCC

MASTR Asset Backed Securities Trust 2006-WMC2
Series 2006-WMC2

                               Rating
Class      CUSIP         To             From
-----      -----         --             ----
M-2        57644TAG3     CC             CCC
M-3        57644TAH1     CC             CCC
M-4        57644TAJ7     CC             CCC
M-5        57644TAK4     CC             CCC

Merrill Lynch Mortgage Investors Trust, Series 2006-RM3
Series 2006-RM3

                               Rating
Class      CUSIP         To             From
-----      -----         --             ----
M-4        590217AK1     CC             CCC
M-5        590217AL9     CC             CCC
M-6        590217AM7     CC             CCC

Merrill Lynch Mortgage Investors Trust, Series 2006-WMC1
Series 2006-WMC1

                               Rating
Class      CUSIP         To             From
-----      -----         --             ----
B-1A       59020U4F9     CC             CCC
B-1B       59020U4G7     CC             CCC
B-2A       59020U4H5     CC             CCC
B-2B       59020U4J1     CC             CCC
B-3        59020U4K8     CC             CCC

Morgan Stanley ABS Capital I Inc. Trust 2006-WMC2
Series 2006-WMC2

                               Rating
Class      CUSIP         To             From
-----      -----         --             ----
M-4        61749KAK9     CC             CCC
M-5        61749KAL7     CC             CCC
M-6        61749KAM5     CC             CCC
B-2        61749KAP8     D              CC

Morgan Stanley Capital I Inc. Trust 2006-HE1
Series 2006-HE1

                               Rating
Class      CUSIP         To             From
-----      -----         --             ----
M-6        617451DX4     CC             CCC
B-1        617451DY2     CC             CCC
B-2        617451DZ9     CC             CCC
B-3        617451EA3     CC             CCC

People's Financial Realty Mortgage Securities Trust, Series 2006-1
Series 2006-1

                               Rating
Class      CUSIP         To             From
-----      -----         --             ----
M4         71103XAH7     CC             CCC
M5         71103XAJ3     CC             CCC
M6         71103XAK0     CC             CCC
M7         71103XAL8     CC             CCC
M8         71103XAM6     CC             CCC
M9         71103XAN4     CC             CCC

RASC Series 2006-EMX2 Trust
Series 2006-EMX2

                               Rating
Class      CUSIP         To             From
-----      -----         --             ----
M-9        75406AAM1     CC             CCC

RASC Series 2006-EMX6 Trust
Series 2006-EMX6

                               Rating
Class      CUSIP         To             From
-----      -----         --             ----
M-6        754065AK6     CC             CCC
M-7        754065AL4     CC             CCC
M-8        754065AM2     CC             CCC
M-9        754065AN0     CC             CCC

Securitized Asset Backed Receivables LLC Trust 2006-FR1
Series 2006-FR1

                               Rating
Class      CUSIP         To             From
-----      -----         --             ----
B-2        81375WJY3     CC             CCC
B-3        81375WJZ0     CC             CCC

Securitized Asset Backed Receivables LLC Trust 2006-WM1
Series 2006-WM1

                               Rating
Class      CUSIP         To             From
-----      -----         --             ----
M-2        81375WKF2     CC             CCC
M-3        81375WKG0     CC             CCC
B-2        81375WKJ4     D              CC

Structured Asset Investment Loan Trust 2006-BNC1
Series 2006-BNC1

                               Rating
Class      CUSIP         To             From
-----      -----         --             ----
M3         86358ED45     CC             CCC
M4         86358ED52     CC             CCC

Structured Asset Securities Corporation Mortgage Loan Trust-2006-
NC1
Series 2006-NC1

                               Rating
Class      CUSIP         To             From
-----      -----         --             ----
M5         86360PAM9     CC             CCC
  
RATINGS LOWERED AND REMOVED FROM CREDITWATCH NEGATIVE

ACE Securities Corp. Home Equity Loan Trust, Series 2006-HE1
Series 2006-HE1

                               Rating
Class      CUSIP         To             From
-----      -----         --             ----
A-1B2      004421WL3     AA             AAA/Watch Neg
A-2D       004421WQ2     AA             AAA/Watch Neg
M-1        004421WR0     BB             AA+/Watch Neg
M-2        004421WS8     B              A/Watch Neg
M-3        004421WT6     CCC            B/Watch Neg

Argent Securities Trust 2006-W2
Series 2006-W2

                               Rating
Class      CUSIP         To             From
-----      -----         --             ----
A-1        040104SG7     AA             AAA/Watch Neg
A-2B       040104RV5     AA             AAA/Watch Neg
A-2C       040104RW3     A              AAA/Watch Neg
M-1        040104RX1     BB             AA+/Watch Neg
M-2        040104RY9     B              AA/Watch Neg
M-3        040104RZ6     CCC            BB/Watch Neg

CWABS Asset-Backed Certificates Trust 2006-ABC1
Series 2006-ABC1

                               Rating
Class      CUSIP         To             From
-----      -----         --             ----
A-2        23242NAB5     BB             AAA/Watch Neg
A-3        23242NAC3     B              AAA/Watch Neg
M-1        23242NAD1     CCC            AA+/Watch Neg
M-2        23242NAE9     CCC            AA+/Watch Neg
M-3        23242NAF6     CC             A/Watch Neg
M-4        23242NAG4     CC             BBB/Watch Neg
M-5        23242NAH2     CC             BB/Watch Neg
M-6        23242NAJ8     CC             B/Watch Neg

FFMLT Trust 2006-FF3
Series 2006-FF3

                               Rating
Class      CUSIP         To             From
-----      -----         --             ----
A-1        362334AS3     AA-            AAA/Watch Neg
A-2B       362334AU8     AA             AAA/Watch Neg
A-2C       362334AV6     A              AAA/Watch Neg
M-1        362334AW4     BB             AA+/Watch Neg
M-2        362334AX2     B              AA+/Watch Neg
M-3        362334AY0     CCC            A/Watch Neg
M-4        362334AZ7     CCC            BB/Watch Neg
M-5        362334BA1     CCC            B/Watch Neg

Home Equity Asset Trust 2006-2
Series 2006-2

                               Rating
Class      CUSIP         To             From
-----      -----         --             ----
M-1        437084TB2     A              AA+/Watch Neg
M-2        437084TD8     BB             AA+/Watch Neg
M-3        437084TF3     B              A/Watch Neg
M-4        437084TH9     CCC            BBB/Watch Neg
M-5        437084TK2     CCC            BB-/Watch Neg
M-6        437084TM8     CCC            B/Watch Neg

Home Equity Mortgage Loan Asset Backed Trust Series INABS 2006-A
Series 2006-A

                               Rating
Class      CUSIP         To             From
-----      -----         --             ----
A-4        456606KU5     AA             AAA/Watch Neg
M-1        456606KJ0     BBB            AA+/Watch Neg
M-2        456606KK7     B              BB/Watch Neg
M-3        456606KL5     B-             B/Watch Neg

Home Equity Mortgage Loan Asset-Backed Trust, Series INABS 2006-B
Series 2006-B

                               Rating
Class      CUSIP         To             From
-----      -----         --             ----
1A-1       456606KV3     AA             AAA/Watch Neg
1A-2       456606KW1     AA             AAA/Watch Neg
2A-3       456606KZ4     AA             AAA/Watch Neg
2A-4       456606LA8     A              AAA/Watch Neg
M-1        456606LB6     BBB            A/Watch Neg

HSI Asset Securitization Corporation Trust 2006-NC1
Series 2006-NC1

                               Rating
Class      CUSIP         To             From
-----      -----         --             ----
I-A        40430HEQ7     AA             AAA/Watch Neg
II-A       40430HER5     AA             AAA/Watch Neg
M-1        40430HES3     BBB            A/Watch Neg

IXIS Real Estate Capital Trust 2006-HE1
Series 2006-HE1

                               Rating
Class      CUSIP         To             From
-----      -----         --             ----
M-1        45071KDF8     BBB            AA+/Watch Neg
M-2        45071KDG6     B              AA/Watch Neg
M-3        45071KDH4     B-             BB/Watch Neg
M-4        45071KDJ0     CCC            B/Watch Neg

JPMorgan Mortgage Acquisition Corp. 2006-HE1
Series 2006-HE1

                               Rating
Class      CUSIP         To             From
-----      -----         --             ----
A-4        46626LGF1     AA             AAA/Watch Neg
M-1        46626LGG9     BBB            AA+/Watch Neg
M-2        46626LGH7     B              AA/Watch Neg
M-3        46626LGJ3     CCC            A/Watch Neg
M-4        46626LGK0     CCC            B/Watch Neg

JPMorgan Mortgage Acquisition Trust 2006-WMC2
Series 2006-WMC2

                               Rating
Class      CUSIP         To             From
-----      -----         --             ----
A-4        46628TAD3     A              AAA/Watch Neg
A-5        46628TAE1     B              AA/Watch Neg
M-1        46628TAF8     CCC            BB/Watch Neg

Long Beach Mortgage Loan Trust 2006-2
Series 2006-2

                               Rating
Class      CUSIP         To             From
-----      -----         --             ----
I-A        542514TQ7     BBB            AAA/Watch Neg
II-A3      542514TT1     BBB            AAA/Watch Neg
II-A4      542514TU8     BB             AAA/Watch Neg
M-1        542514TV6     B              BBB/Watch Neg
M-2        542514TW4     CCC            B/Watch Neg

Long Beach Mortgage Loan Trust 2006-WL2
Series 2006-WL2

                               Rating
Class      CUSIP         To             From
-----      -----         --             ----
I-A1       542514RZ9     AA             AAA/Watch Neg
II-A4      542514SD7     AA             AAA/Watch Neg
M-1        542514SE5     BB             AA+/Watch Neg
M-2        542514SF2     B              BBB/Watch Neg
M-3        542514SG0     CCC            B/Watch Neg

MASTR Asset Backed Securities Trust 2006-FRE1
Series 2006-FRE1

                               Rating
Class      CUSIP         To             From
-----      -----         --             ----
A-4        57643LPP5     AA             AAA/Watch Neg
M-1        57643LPQ3     A              AA+/Watch Neg
M-2        57643LPR1     BBB            AA/Watch Neg
M-3        57643LPS9     B              BBB/Watch Neg

MASTR Asset Backed Securities Trust 2006-HE1
Series 2006-HE1

                               Rating
Class      CUSIP         To             From
-----      -----         --             ----
M-1        57643LQV1     A              AA+/Watch Neg
M-2        57643LQW9     BBB            AA+/Watch Neg
M-3        57643LQX7     B              AA+/Watch Neg
M-4        57643LQY5     CCC            BBB/Watch Neg
M-5        57643LQZ2     CCC            B/Watch Neg

MASTR Asset Backed Securities Trust 2006-HE2
Series 2006-HE2

                               Rating
Class      CUSIP         To             From
-----      -----         --             ----
A-3        57644UAE5     A              AAA/Watch Neg
A-4        57644UAF2     BB             BBB/Watch Neg

MASTR Asset Backed Securities Trust 2006-NC1
Series 2006-NC1

                               Rating
Class      CUSIP         To             From
-----      -----         --             ----
M-1        57643LNG7     A              AA+/Watch Neg
M-2        57643LNH5     BBB            AA/Watch Neg
M-3        57643LNJ1     BB             AA/Watch Neg
M-4        57643LNK8     B              AA-/Watch Neg

MASTR Asset Backed Securities Trust 2006-WMC2
Series 2006-WMC2

                               Rating
Class      CUSIP         To             From
-----      -----         --             ----
A-1        57644TAA6     B              BB/Watch Neg
A-4        57644TAD0     BB             A/Watch Neg
A-5        57644TAE8     B              BB/Watch Neg

Merrill Lynch Mortgage Investors Trust, Series 2006-RM3
Series 2006-RM3

                               Rating
Class      CUSIP         To             From
-----      -----         --             ----
A-1A       590217AA3     B              AA/Watch Neg
A-1B       590217AB1     B              AA/Watch Neg
A-2B       590217AD7     AA             AAA/Watch Neg
A-2C       590217AE5     BB             AAA/Watch Neg
A-2D       590217AF2     B              AA/Watch Neg
M-1        590217AG0     CCC            BBB/Watch Neg
M-2        590217AH8     CCC            BB/Watch Neg
M-3        590217AJ4     CCC            B/Watch Neg
  
Merrill Lynch Mortgage Investors Trust, Series 2006-WMC1
Series 2006-WMC1

                               Rating
Class      CUSIP         To             From
-----      -----         --             ----
M-1        59020U3Z6     A              AA+/Watch Neg
M-2        59020U4A0     BB             AA/Watch Neg
M-3        59020U4B8     B              AA/Watch Neg
M-4        59020U4C6     B-             AA-/Watch Neg
M-5        59020U4D4     CCC            BB/Watch Neg
M-6        59020U4E2     CCC            B/Watch Neg

Morgan Stanley ABS Capital I Inc. Trust 2006-WMC2
Series 2006-WMC2

                               Rating
Class      CUSIP         To             From
-----      -----         --             ----
A-1        61749KAA1     B              BB/Watch Neg
A-2c       61749KAE3     BBB            AA/Watch Neg
A-2d       61749KAF0     B              BB/Watch Neg
M-1        61749KAG8     CCC            B/Watch Neg

Morgan Stanley Capital I Inc. Trust 2006-HE1
Series 2006-HE1

                               Rating
Class      CUSIP         To             From
-----      -----         --             ----
M-1        617451DS5     A              AA+/Watch Neg
M-2        617451DT3     BB             AA/Watch Neg
M-3        617451DU0     B              BBB/Watch Neg
M-4        617451DV8     CCC            B/Watch Neg

People's Financial Realty Mortgage Securities Trust, Series 2006-1
Series 2006-1

                               Rating
Class      CUSIP         To             From
-----      -----         --             ----
1A2        71103XAB0     BBB            AAA/Watch Neg
1A3        71103XAC8     B              BBB/Watch Neg
1A4        71103XAD6     B              BB/Watch Neg
2A1        71103XAR5     B              BB/Watch Neg
2A2        71103XAS3     B              BB/Watch Neg
M1         71103XAE4     CCC            B/Watch Neg

RASC Series 2006-EMX2 Trust
Series 2006-EMX2

                               Rating
Class      CUSIP         To             From
-----      -----         --             ----
M-1        75406AAD1     A              AA+/Watch Neg
M-2        75406AAE9     BBB            AA+/Watch Neg
M-3        75406AAF6     BB             AA/Watch Neg
M-4        75406AAG4     B              AA-/Watch Neg
M-5        75406AAH2     B-             AA-/Watch Neg
M-6        75406AAJ8     CCC            A+/Watch Neg
M-7        75406AAK5     CCC            BB/Watch Neg
M-8        75406AAL3     CC             B/Watch Neg

RASC Series 2006-EMX6 Trust
Series 2006-EMX6

                               Rating
Class      CUSIP         To             From
-----      -----         --             ----
A-2        754065AB6     AA             AAA/Watch Neg
A-3        754065AC4     A              AAA/Watch Neg
A-4        754065AD2     BB             AAA/Watch Neg
M-1        754065AE0     B              A+/Watch Neg
M-2        754065AF7     CCC            BB/Watch Neg
M-3        754065AG5     CCC            B/Watch Neg

Securitized Asset Backed Receivables LLC Trust 2006-FR1
Series 2006-FR1

                               Rating
Class      CUSIP         To             From
-----      -----         --             ----
M-1        81375WJU1     A              AA/Watch Neg
M-2        81375WJV9     CCC            B/Watch Neg

Securitized Asset Backed Receivables LLC Trust 2006-WM1
Series 2006-WM1

                               Rating
Class      CUSIP         To             From
-----      -----         --             ----
A-2C       81375WKD7     AA             AAA/Watch Neg
M-1        81375WKE5     B              BBB/Watch Neg

Structured Asset Investment Loan Trust 2006-BNC1
Series 2006-BNC1

                               Rating
Class      CUSIP         To             From
-----      -----         --             ----
A1         86358EC53     BB             AAA/Watch Neg
A4         86358EC87     BBB            AAA/Watch Neg
A5         86358EC95     BB             AAA/Watch Neg
M1         86358ED29     CCC            BB/Watch Neg
M2         86358ED37     CC             B/Watch Neg

Structured Asset Securities Corporation Mortgage Loan Trust-2006-
NC1
Series 2006-NC1

                               Rating
Class      CUSIP         To             From
-----      -----         --             ----
A1         86360PAA5     A-             AA/Watch Neg
A4         86360PAD9     A              AAA/Watch Neg
A5         86360PAE7     BBB            AA/Watch Neg
A7         86360PAG2     A-             AA/Watch Neg
M1         86360PAH0     B              BB/Watch Neg
M2         86360PAJ6     CCC            B/Watch Neg

RATINGS AFFIRMED AND REMOVED FROM CREDITWATCH NEGATIVE

ACE Securities Corp. Home Equity Loan Trust, Series 2006-HE1
Series 2006-HE1

                               Rating
Class      CUSIP         To             From
-----      -----         --             ----
A-1A       004421WJ8     AAA            AAA/Watch Neg
A-1B1      004421WK5     AAA            AAA/Watch Neg
A-2B       004421WN9     AAA            AAA/Watch Neg
A-2C       004421WP4     AAA            AAA/Watch Neg

CWABS Asset-Backed Certificates Trust 2006-ABC1
Series 2006-ABC1

                               Rating
Class      CUSIP         To             From
-----      -----         --             ----
A-1        23242NAA7     AAA            AAA/Watch Neg

Home Equity Asset Trust 2006-2
Series 2006-2

                               Rating
Class      CUSIP         To             From
-----      -----         --             ----
1-A-1      437084SM9     AAA            AAA/Watch Neg
2-A-2      437084SR8     AAA            AAA/Watch Neg
2-A-3      437084ST4     AAA            AAA/Watch Neg
2-A-4      437084SV9     AAA            AAA/Watch Neg
P          437084UD6     AAA            AAA/Watch Neg

Home Equity Mortgage Loan Asset Backed Trust Series INABS 2006-A
Series 2006-A

                               Rating
Class      CUSIP         To             From
-----      -----         --             ----
A-2        456606KG6     AAA            AAA/Watch Neg
A-3        456606KH4     AAA            AAA/Watch Neg

Home Equity Mortgage Loan Asset-Backed Trust, Series INABS 2006-B
Series 2006-B

                               Rating
Class      CUSIP         To             From
-----      -----         --             ----
2A-2       456606KY7     AAA            AAA/Watch Neg
M-2        456606LC4     B              B/Watch Neg
  
HSI Asset Securitization Corporation Trust 2006-NC1
Series 2006-NC1

                               Rating
Class      CUSIP         To             From
-----      -----         --             ----
M-2        40430HET1     B              B/Watch Neg

IXIS Real Estate Capital Trust 2006-HE1
Series 2006-HE1

                              Rating
Class      CUSIP         To             From
-----      -----         --             ----
A-3        45071KDD3     AAA            AAA/Watch Neg

JPMorgan Mortgage Acquisition Corp. 2006-HE1
Series 2006-HE1

                               Rating
Class      CUSIP         To             From
-----      -----         --             ----
A-1        46626LGT1     AAA            AAA/Watch Neg
A-3        46626LGE4     AAA            AAA/Watch Neg

JPMorgan Mortgage Acquisition Trust 2006-WMC2
Series 2006-WMC2

                               Rating
Class      CUSIP         To             From
-----      -----         --             ----
A-1        46628TAA9     AAA            AAA/Watch Neg
A-2        46628TAB7     AAA            AAA/Watch Neg
A-3        46628TAC5     AAA            AAA/Watch Neg

Long Beach Mortgage Loan Trust 2006-2
Series 2006-2

                               Rating
Class      CUSIP         To             From
-----      -----         --             ----
II-A2      542514TS3     AAA            AAA/Watch Neg

Long Beach Mortgage Loan Trust 2006-WL2
Series 2006-WL2

                               Rating
Class      CUSIP         To             From
-----      -----         --             ----
II-A2      542514SB1     AAA            AAA/Watch Neg
II-A3      542514SC9     AAA            AAA/Watch Neg

MASTR Asset Backed Securities Trust 2006-FRE1
Series 2006-FRE1

                               Rating
Class      CUSIP         To             From
-----      -----         --             ----
A-2        57643LPM2     AAA            AAA/Watch Neg
A-3        57643LPN0     AAA            AAA/Watch Neg

MASTR Asset Backed Securities Trust 2006-HE1
Series 2006-HE1

                               Rating
Class      CUSIP         To             From
-----      -----         --             ----
A-2        57643LQS8     AAA            AAA/Watch Neg
A-3        57643LQT6     AAA            AAA/Watch Neg
A-4        57643LQU3     AAA            AAA/Watch Neg

MASTR Asset Backed Securities Trust 2006-HE2
Series 2006-HE2

                               Rating
Class      CUSIP         To             From
-----      -----         --             ----
A-1        57644UAC9     AAA            AAA/Watch Neg
A-2        57644UAD7     AAA            AAA/Watch Neg
M-1        57644UAG0     B              B/Watch Neg

MASTR Asset Backed Securities Trust 2006-NC1
Series 2006-NC1

                               Rating
Class      CUSIP         To             From
-----      -----         --             ----
A-2        57643LND4     AAA            AAA/Watch Neg
A-3        57643LNE2     AAA            AAA/Watch Neg
A-4        57643LNF9     AAA            AAA/Watch Neg

MASTR Asset Backed Securities Trust 2006-WMC2
Series 2006-WMC2

                                Rating
Class      CUSIP         To             From
-----      -----         --             ----
A-3        57644TAC2     AAA            AAA/Watch Neg

Merrill Lynch Mortgage Investors Trust, Series 2006-RM3
Series 2006-RM3

                               Rating
Class      CUSIP         To             From
-----      -----         --             ----
A-2A       590217AC9     AAA            AAA/Watch Neg

Merrill Lynch Mortgage Investors Trust, Series 2006-WMC1
Series 2006-WMC1

                               Rating
Class      CUSIP         To             From
-----      -----         --             ----
A-1A       59020U4L6     AAA            AAA/Watch Neg
A-1B       59020U4M4     AAA            AAA/Watch Neg
A-2B       59020U3W3     AAA            AAA/Watch Neg
A-2C       59020U3X1     AAA            AAA/Watch Neg
A-2D       59020U3Y9     AAA            AAA/Watch Neg

Morgan Stanley ABS Capital I Inc. Trust 2006-WMC2
Series 2006-WMC2

                               Rating
Class      CUSIP         To             From
-----      -----         --             ----
A-2fpt     61749KAB9     AAA            AAA/Watch Neg
A-2a       61749KAC7     AAA            AAA/Watch Neg
A-2b       61749KAD5     AAA            AAA/Watch Neg

Morgan Stanley Capital I Inc. Trust 2006-HE1
Series 2006-HE1

                               Rating
Class      CUSIP         To             From
-----      -----         --             ----
A-3        617451DQ9     AAA            AAA/Watch Neg
A-4        617451DR7     AAA            AAA/Watch Neg
  
People's Financial Realty Mortgage Securities Trust, Series 2006-1
Series 2006-1

                               Rating
Class      CUSIP         To             From
-----      -----         --             ----
1A1        71103XAA2     AAA            AAA/Watch Neg
  
RASC Series 2006-EMX2 Trust
Series 2006-EMX2

                               Rating
Class      CUSIP         To             From
-----      -----         --             ----
A-2        75406AAB5     AAA            AAA/Watch Neg
A-3        75406AAC3     AAA            AAA/Watch Neg
  
RASC Series 2006-EMX6 Trust
Series 2006-EMX6

                               Rating
Class      CUSIP         To             From
-----      -----         --             ----
A-1        754065AA8     AAA            AAA/Watch Neg

Securitized Asset Backed Receivables LLC Trust 2006-FR1
Series 2006-FR1

                               Rating
Class      CUSIP         To             From
-----      -----         --             ----
A-1        81375WJQ0     AAA            AAA/Watch Neg
A-2B       81375WJS6     AAA            AAA/Watch Neg
A-2C       81375WJT4     AAA            AAA/Watch Neg

Securitized Asset Backed Receivables LLC Trust 2006-WM1
Series 2006-WM1

                               Rating
Class      CUSIP         To             From
-----      -----         --             ----
A-1A       81375WKL9     AAA            AAA/Watch Neg
A-1B       81375WKA3     AAA            AAA/Watch Neg
A-2B       81375WKC9     AAA            AAA/Watch Neg
  
Structured Asset Investment Loan Trust 2006-BNC1
Series 2006-BNC1

                               Rating
Class      CUSIP         To             From
-----      -----         --             ----
A3         86358EC79     AAA            AAA/Watch Neg

Structured Asset Securities Corporation Mortgage Loan Trust-2006-
NC1
Series 2006-NC1

                               Rating
Class      CUSIP         To             From
-----      -----         --             ----
A2         86360PAB3     AAA            AAA/Watch Neg
A3         86360PAC1     AAA            AAA/Watch Neg
A6         86360PAF4     AAA            AAA/Watch Neg

RATINGS AFFIRMED

ACE Securities Corp. Home Equity Loan Trust, Series 2006-HE1
Series 2006-HE1

Class      CUSIP         Rating
-----      -----         ------
M-4        004421WU3     CCC
M-5        004421WV1     CCC

Argent Securities Trust 2006-W2
Series 2006-W2

Class      CUSIP         Rating
-----      -----         ------
M-4        040104SA0     CCC
M-5        040104SB8     CCC

Home Equity Mortgage Loan Asset Backed Trust Series INABS 2006-A
Series 2006-A

Class      CUSIP         Rating
-----      -----         ------
M-4        456606KM3     CCC
M-5        456606KN1     CCC

Home Equity Mortgage Loan Asset-Backed Trust, Series INABS 2006-B
Series 2006-B

Class      CUSIP         Rating
-----      -----         ------
M-3        456606LD2     CCC
M-4        456606LE0     CCC
M-5        456606LF7     CCC
M-6        456606LG5     CCC

HSI Asset Securitization Corporation Trust 2006-NC1
Series 2006-NC1

Class      CUSIP         Rating
-----      -----         ------
M-3        40430HEU8     CCC
M-4        40430HEV6     CCC
M-5        40430HEW4     CCC
M-6        40430HEX2     CCC

IXIS Real Estate Capital Trust 2006-HE1
Series 2006-HE1

Class      CUSIP         Rating
-----      -----         ------
M-5        45071KDK7     CCC

JPMorgan Mortgage Acquisition Trust 2006-WMC2
Series 2006-WMC2

Class      CUSIP         Rating
-----      -----         ------
M-2        46628TAG6     CCC
M-3        46628TAH4     CCC

Long Beach Mortgage Loan Trust 2006-2
Series 2006-2

Class      CUSIP         Rating
-----      -----         ------
M-3        542514TX2     CCC

MASTR Asset Backed Securities Trust 2006-FRE1
Series 2006-FRE1

Class      CUSIP         Rating
-----      -----         ------
M-4        57643LPT7     CCC
M-5        57643LPU4     CCC

MASTR Asset Backed Securities Trust 2006-HE2
Series 2006-HE2

Class      CUSIP         Rating
-----      -----         ------
M-2        57644UAH8     CCC
M-3        57644UAJ4     CCC

MASTR Asset Backed Securities Trust 2006-NC1
Series 2006-NC1

Class      CUSIP         Rating
-----      -----         ------
M-5        57643LNL6     CCC
M-6        57643LNM4     CCC
M-7        57643LNN2     CCC

MASTR Asset Backed Securities Trust 2006-WMC2
Series 2006-WMC2

Class      CUSIP         Rating
-----      -----         ------
M-1        57644TAF5     CCC

Morgan Stanley ABS Capital I Inc. Trust 2006-WMC2
Series 2006-WMC2

Class      CUSIP         Rating
-----      -----         ------
M-2        61749KAH6     CCC
M-3        61749KAJ2     CCC

Morgan Stanley Capital I Inc. Trust 2006-HE1
Series 2006-HE1

Class      CUSIP         Rating
-----      -----         ------
M-5        617451DW6     CCC

People's Financial Realty Mortgage Securities Trust, Series 2006-1
Series 2006-1

Class      CUSIP         Rating
-----      -----         ------
M2         71103XAF1     CCC
M3         71103XAG9     CCC

RASC Series 2006-EMX6 Trust
Series 2006-EMX6

Class      CUSIP         Rating
-----      -----         ------
M-4        754065AH3     CCC
M-5        754065AJ9     CCC

Securitized Asset Backed Receivables LLC Trust 2006-FR1
Series 2006-FR1

Class      CUSIP         Rating
-----      -----         ------
M-3        81375WJW7     CCC
B-1        81375WJX5     CCC

Structured Asset Securities Corporation Mortgage Loan Trust-2006-
NC1
Series 2006-NC1

Class      CUSIP         Rating
-----      -----         ------
M3         86360PAK3     CCC
M4         86360PAL1     CCC


* S&P Cuts 333 Ratings on '05, '06 Closed-End 2nd-Lien RMBS Deals
-----------------------------------------------------------------
Standard & Poor's Ratings Services last week lowered its ratings
on 323 classes from 87 U.S. closed-end second-lien residential
mortgage-backed securities (RMBS) transactions issued in 2005 and
2006.

"At the same time, we affirmed our ratings on 201 classes from 58
transactions. In addition, we took several insurer-related rating
actions: we lowered eight ratings on two transactions and placed
them on CreditWatch negative, in line with the ratings on their
respective bond insurers, and we lowered another two ratings on
one transaction and removed them from CreditWatch negative. The
ratings on 35 classes from 10 transactions remain on CreditWatch
negative, in line with the ratings on their respective bond
insurers," S&P says.

"We lowered our ratings on 28 classes previously rated 'AAA'. We
downgraded 15 of those classes (including two residual classes and
one interest-only class) to other investment-grade ratings and
downgraded the other 14 classes (including eight residual and two
interest-only classes) to speculative-grade  ratings. We also
lowered our ratings on 41 investment-grade classes formerly rated
in the 'AA+' through 'BBB+' rating categories to the 'AA' through
'BBB' rating categories. We lowered another 71 formerly
investment-grade ratings in the 'AA+' through 'BBB-' rating
categories to speculative-grade rating categories. The remaining
183 classes were speculative-grade before the downgrades. Included
in the 323 lowered ratings were 76 that we lowered to 'CCC' and
109 that we lowered to 'CC'," according to S&P.

"These rating actions follow our analysis of available credit
enhancement (subordination, overcollateralization, and excess
spread) for each rated tranche compared with the lifetime
projected losses on the collateral. We based our analysis on a
bond's ability to withstand the projected losses over its
remaining lifetime, consistent with the methodology we used for
other RMBS sectors: namely, subprime, prime jumbo, and
Alternative-A," S&P explains.

"We used a three-year forward-looking methodology for an earlier
analysis of these closed-end second-lien vintages in December
2007; at that time, if a bond was able to withstand the projected
losses over the three-year horizon, we affirmed the rating.

"The non-insurer-related downgrades reflect deterioration in the
performance of the collateral pools, as monthly net charge-offs
are consistently outpacing monthly excess interest cash flow by a
significant margin. As a result, the overcollateralization for
these transactions and the principal balances for many of the
subordinate classes have been completely eroded. Therefore, we
previously lowered the ratings on the subordinate classes to 'D'
and then withdrew the ratings when the principal balances were
written down to zero.

"The downgraded classes included in today's release had an
aggregate original principal balance of approximately $20.32
billion. As of the July 2008 distribution, the aggregate principal
balance was $12.37 billion."

Approximately 58% of the classes, by original principal balance,
were rated 'BBB' or lower before these rating actions. The
resulting ratings associated with the downgraded classes, as a
percentage of the aggregate original class principal balances,
are:

Rating      No. of           Orig. cert.        % of total
category    classes              bal. ($)  actions by bal.
--------    -------          ------------  ---------------
AA               10           726,020,000             3.57
A                13           627,999,000             3.09
BBB              32         3,078,915,497            15.15
BB               32         2,111,145,100            10.39
B                51         3,949,200,567            19.44
CCC              76         4,115,358,200            20.25
CC              109         5,710,052,000            28.10

As of the July 2008 distribution, the transactions issued in 2005
had total delinquencies averaging roughly 18% of the current pool
balance and ranging from 9.19% (Terwin Mortgage Trust 2005-9HGS)
to 31.57% (SACO I Trust, series 2005-WM2). Cumulative losses, as a
percentage of the original pool balance, ranged from 7.30% (Home
Equity Mortgage Trust 2005-1) to 28.20% (SACO I Trust, series
2005-WM3), with an average of 15.45%. The pool factors ranged from
8.63% (Merrill Lynch Mortgage Investors Trust Series 2005-NCA) to
37.13% (SACO I Trust 2005-9).

Total delinquencies for the transactions issued in 2006 averaged
roughly 21.77% and ranged from 6.65% (CWHEQ Home Equity Loan Trust
Series 2006-S2) to 43.87% (Fremont Home Loan Trust 2006-B).
Cumulative losses, as a percentage of the original pool balance,
ranged from 0.46% (CWHEQ Home Equity Loan Trust Series 2006-S3) to
37.27% (Structured Asset Securities Corp. Mortgage Loan Trust
2006-ARS1), with an average of 21.96%. The pool factors ranged
from 25.77% (ACE Securities Corp. Home Equity Loan Trust Series
2006-SL1) to 71.03% (CWHEQ Home Equity Loan Trust Series 2006-S5).
The CWHEQ transactions are bond-insured.

Credit enhancement for these transactions is provided by
subordination, overcollateralization, and excess interest cash
flows. The collateral for these transactions consists of 30-year,
fixed-rate, closed-end second-lien mortgage loans backed by
residential properties.

RATINGS LOWERED

ACE Securities Corp. Home Equity Loan Trust Series 2005-SL1
Series 2005-SL1

                              Rating
Class      CUSIP         To             From
-----      -----         --             ----
M-2        004421RW5     B              BBB+
M-3        004421RX3     CCC            BB

Ace Securities Corp. Home Equity Loan Trust, Series 2006-ASL1
Series 2006-ASL1

                              Rating
Class      CUSIP         To             From
-----      -----         --             ----
A          00442AAA1     BBB            AAA
M-1        00442AAB9     BB             AA+
M-2        00442AAC7     B              AA
M-3        00442AAD5     CCC            AA-
M-4        00442AAE3     CCC            BBB+
M-5        00442AAF0     CC             BB
M-6        00442AAG8     CC             B

ACE Securities Corp. Home Equity Loan Trust, Series 2006-SL1
Series 2006-SL1

                              Rating
Class      CUSIP         To             From
-----      -----         --             ----
A          004421VE0     BBB            AA
M-1A       004421VF7     BB             BBB+
M-1B       004421VG5     B              BBB+
M-2        004421VH3     CC             BB
M-3        004421VJ9     CC             CCC

Ace Securities Corp. Home Equity Loan Trust, Series 2006-SL2
Series 2006-SL2

                              Rating
Class      CUSIP         To             From
-----      -----         --             ----
A          004421YB3     CC             B
M-1        004421YC1     CC             CCC

ACE Securities Corp. Home Equity Loan Trust, Series 2006-SL3
Series 2006-SL3

                              Rating
Class      CUSIP         To             From
-----      -----         --             ----
A-1        004423AA7     B              BB+
A-2        004423AB5     B              BB+
M-1        004423AC3     CCC            B

ACE Securities Corp. Home Equity Loan Trust, Series 2006-SL4
Series 2006-SL4

                              Rating
Class      CUSIP         To             From
-----      -----         --             ----
A-1        00441WAA4     B              BBB+
A-2        00441WAB2     B              BBB+
A-3        00441WAC0     B              BBB+
M-1        00441WAD8     CCC            BB
M-2        00441WAE6     CC             B
M-3        00441WAF3     CC             B

Bear Stearns Mortgage Funding Trust 2006-SL1
Series 2006-SL1

                              Rating
Class      CUSIP         To             From
-----      -----         --             ----
A          07400WAA8     CC             B

Bear Stearns Mortgage Funding Trust 2006-SL2
Series 2006-SL2

                              Rating
Class      CUSIP         To             From
-----      -----         --             ----
A          07400YAA4     CC             B

Bear Stearns Mortgage Funding Trust 2006-SL3
Series 2006-SL3

                              Rating
Class      CUSIP         To             From
-----      -----         --             ----
A          07400VAA0     CC             B

Bear Stearns Mortgage Funding Trust 2006-SL4
Series 2006-SL4

                              Rating
Class      CUSIP         To             From
-----      -----         --             ----
A          07401GAA2     CC             B

Bear Stearns Mortgage Funding Trust 2006-SL5
Series 2006-SL5

                              Rating
Class      CUSIP         To             From
-----      -----         --             ----
I-A        07401HAA0     CC             B
II-A       07401HAB8     CC             B

Bear Stearns Mortgage Funding Trust 2006-SL6
Series 2006-SL6

                              Rating
Class      CUSIP         To             From
-----      -----         --             ----
I-A        07400LAA2     CC             B
II-A       07400LAT1     CC             B
M-1        07400LAB0     CC             CCC

C-BASS 2006-SL1
Series 2006-SL1

                              Rating
Class      CUSIP         To             From
-----      -----         --             ----
A-1        14983AAA7     B              BB
A-2        14983AAB5     B              BB
A-3        14983AAC3     B              BB
M-1        14983AAD1     CCC            B
M-2        14983AAE9     CCC            B
M-3        14983AAF6     CC             B
M-4        14983AAG4     CC             CCC
M-5        14983AAH2     CC             CCC

CWABS Asset Backed Certificates Trust 2006-SPS1
Series 2006-SPS1

                              Rating
Class      CUSIP         To             From
-----      -----         --             ----
A          12666MAA9     CCC            B
M-1        12666MAB7     CC             CCC

CWABS Asset-Backed Certificates Trust 2006-SPS2
Series 2006-SPS2

                              Rating
Class      CUSIP         To             From
-----      -----         --             ----
A          12667BAA2     CCC            B
M-1        12667BAB0     CCC            B
M-2        12667BAC8     CC             CCC
M-3        12667BAD6     CC             CCC

CWHEQ Home Equity Loan Trust, Series 2006-S2
Series 2006-S2

                              Rating
Class      CUSIP         To             From
-----      -----         --             ----
A-1        126685DV5     BBB            A-
A-2        126685DW3     BBB            A-
A-3        126685DX1     BBB            A-
A-4        126685DY9     BBB            A-
A-5        126685DZ6     BBB            A-

CWHEQ Home Equity Loan Trust, Series 2006-S3
Series 2006-S3

                              Rating
Class      CUSIP         To             From
-----      -----         --             ----
A-1        23242MAA9     BBB            A-
A-2        23242MAB7     BBB            A-
A-3        23242MAC5     BBB            A-
A-4        23242MAD3     BBB            A-
A-5        23242MAE1     BBB            A-

FFMLT Trust 2005-FFA
Series 2005-FFA

                              Rating
Class      CUSIP         To             From
-----      -----