TCR_Public/080911.mbx           T R O U B L E D   C O M P A N Y   R E P O R T E R

            Thursday, September 11, 2008, Vol. 12, No. 217

                              Headlines

1031 TAX: Chapter 11 Trustee Files Lawsuit Against Edward H. Okun
ACE SECURITIES: Fitch Lowers Class M4 RMBS Rating to 'C/DR1'
ADELHIA COMMS: Creditors to Get $134MM Cash, Time Warner Stocks
ADINO ENERGY: Files 10KSB/A2 to Restate 2006 and 2007 Financials
AEGIS 2004-5: Fitch Junks Ratings on Two Classes of Subprime RMBS

AMERICAN HOME: May Auction Off 243 Performing Mortgage Loans
AMERICAN HOME: Seeks to Amend Order in Suit Against Lehman Units
AMERIQUAL GROUP: Moody's Affirms B3 Ratings; Outlook is Stable
AMERIQUEST MORTGAGE: Fitch Affirms 'B' Rating on Class M-5 RMBS
ARTISTDIRECT INC: June 30 Balance Sheet Upside-Down by $29,829,000

ASCENDIA BRANDS: Gets Final OK to Use $26MM Wells Fargo Facility
AXESSTEL INC: Earns $1.2 Million in 2008 Second Quarter
BALLY TECHNOLOGIES: Moody's Assigns Ba3 Corporate Family Rating
BATTERY PARK: Moody's Removes Ca Rated Notes from Review
BAUGHER CHEVROLET: Court Sets Oct. 6 Hearing for Sale of Business

BELDEN & BLAKE: Posts $58.9MM Net Loss in 2008 Second Quarter
C-BASS: Fitch Slashes Ratings on Class A1 & A2 RMBS to CCC from BB
CACI INTERNATIONAL: Moody' Affirms Ba2 Corporate Family Rating
CADENCE INNOVATION: H.S. Die Slams Proposed $50 Million Loan
CARBONE COMPANIES: Case Summary & 26 Largest Unsecured Creditors

CARS 2006-14: Moody's Cuts Rating on $143.7MM Notes to Ba2
CARS 2007-11: Moody's Cuts Rating on $143.7MM Notes to Ba3
CASALE MARBLE: Gets Court's Approval to Use RBC's Cash Collateral
CASALE MARBLE: Tabas Freedman Approved as Committee's Counsel
CHASEFLEX TRUST: Moody's Cuts Ratings on 27 Alt-A Deal Tranches

CLEAN HARBORS: Moody's Affirms Ba2 Corporate Family Rating
CSFB MORTGAGE: S&P Junks 15 Series Class Certificates
CSFB HEMT: Fitch Junks Rating on Class 2A1 RMBS Securities
DAVID SILVERIA: Case Summary & Two Largest Unsecured Creditors
DEBUT BROADCASTING: Maddox Ungar Expresses Going Concern Doubt

DESTINY HOMES: Case Summary & 60 Unsecured Creditors
DEUTSCHE ALT-A: Moody's Publishes Underlying Ratings on Notes
DOUBLE JJ: Closes Business After 71 Years
ENHANCED MORTGAGE: Fitch Cuts and Withdraws Ratings on Two Classes
FELDMAN MALL: May File for Chapter 11 Protection in Fourth Quarter

FEREYDOUN SALIMI: Case Summary & 19 Largest Unsecured Creditors
FIRST UNION: Fitch Holds 'BB-' Rating on $11.8MM Class L Certs.
FORTUNOFF: Hearing on Motion to Junk Ch. 11 Adjourned to Sept. 11
FRONTIER OIL: Moody's Rates Planned $200MM Note Offering Ba3
GRAY MOBILE: Case Summary & 20 Largest Unsecured Creditors

INNOVATIVE RESOURCE: Case Summary & 20 Largest Unsecured Creditors
INTERMET CORP: CapitalSource Presses for Case Conversion
INVESTMENT EQUITY: Case Summary and 12 Largest Unsecured Creditors
IRVINE SENSORS: Posts $2.6MM Net Loss in 3rd Quarter Ended June 29
JENNIFER CAMPBELL: Voluntary Chapter 11 Case Summary

JOE GIBSONS: Partial Sale of Business Possible by Oct. 10
LANDSOURCE COMMUNITIES: Panel May Employ Imperial as Fin'l Advisor
LANDSOURCE COMMUNITIES: Panel May Employ Xroads as Fin'l Advisor
LANDSOURCE COMMUNITIES: Court Sets Nov. 14 Claims Bar Date
LB-UBS COMMERCIAL: S&P Confirms Low-B Rating on 12 Class Certs.

LEHMAN BROTHERS: To Sell 55% Interest, Spin-Off Real Estate Assets
LIBERTY TAX III: June 30 Balance Sheet Upside-Down by $9.7 Million
LUMINENT MORTGAGE: Files List of 30 Largest Unsecured Creditors
LYNNKOHN LLC: Court Denies Request to Employ V. Knight as Counsel
MARSHALL GROUP: Case Summary & 13 Largest Unsecured Creditors

MAXIM HIGH: Fitch Trims Rating on $1.199BB Class A-1 Notes to 'CC'
MAXIM HIGH: Fitch Slashes 'BBB' Rating to 'CC' on Class A-1 Notes
MEDAVANT HEALTHCARE: Will be Sold to Marlin Equity for $24.35MM
MEDIACOM BROADBAND: Moody's Affirms B1 Corporate Family Rating
MIDWEST AIRLINES: Says $25MM Loan to Keep it Out of Chapter 11

MORGAN STANLEY: Fitch Cuts Two RMBS Ratings to B; Puts Neg. Watch
MORGAN STANLEY: S&P Confirms Low-B Rating on 6 Class Certs.
MYLAN INC: S&P Rates $400MM Senior Unsec. Notes 'B+'
NAUTILUS RMBS: Fitch Trims Rating on $5.5MM Notes to 'B'
NAUTILUS RMBS: Fitch Cuts Two Note Ratings to 'C'; Removes Watch

NAUTILUS RMBS: Fitch Cuts Ratings on Six Notes; Removes Neg. Watch
NORTH AMERICAN TECH: June 29 Balance Sheet Upside-Down by $5.1MM
NUTRITIONAL SOURCING: Objections to Plan Must be Filed by Oct. 14
PAPPAS TELECASTING: Ch. 11 Trustee Agrees to Sell TV Stations
REYNOLDS AMERICAN: To Reduce 16% of Workforce at RAI and R.J.

SABINE PASS: S&P Confirms 'B+' Rating on Senior Secured Notes
STONEY GLEN: Court Sets Sept. 19 Liquidation Plan Hearing
STRATUS GROUP: Sole Director Faces Improper Interference Charges
STREAM COMMS: CDN$3,107,320 Net Loss Casts Going Concern Doubt
TULLY'S COFFEE: Delays Filing of 10Q for Period Ended June 29

WENTWORTH ENERGY: Corrects Errors in Debt Restructuring Accounting
WEST GALENA: Court Transfers Ch. 11 Cases to Colorado
WICKES FURNITURE: Committee Proposes Settlement of Claims
WORLD HEART: June 30 Balance Sheet Upside-Down by $7,425,487

* S&P Cuts 205 Class Certificates from RMBS Transactions
* S&P Junks 52 Class Certificates from U.S. Subprime RMBS
* S&P Junks 191 Class Certificates from RMBS Transactions
* Fitch Downgrades Ratings on 15 Classes of Subprime RMBS

* Chapter 11 Cases with Assets & Liabilities Below $1,000,000

                              *********


1031 TAX: Chapter 11 Trustee Files Lawsuit Against Edward H. Okun
-----------------------------------------------------------------
William Rochelle of Bloomberg News and Bankruptcy Law360 report
that Gerard A. McHale, the Chapter 11 trustee for The 1031 Tax
Group LLC, has lodged an adversary case against several defendants
including former chief executive officer Edward H. Okun, who is
currently incarcerated and awaiting trial after being accused of
misappropriating more than $130 million to fund a lavish
lifestyle.

An eight-claim complaint was filed on behalf of Mr. McHale on
Friday in the U.S. Bankruptcy Court for the Southern District of
New York, Bankruptcy Law360 states.

According to the reports, the complaint centers on a home that Mr.
Okun allegedly bought using company funds.

Mr. Rochelle reports that Mr. Okun had already turned over much of
his property to creditors.  However, the Troubled Company Reporter
related on March 26, 2008, that a federal grand jury in Richmond,
Virginia, indicted Mr. Okun on charges of mail fraud, bulk cash
smuggling and making false statements.  The Debtor was a
"qualified intermediary" aiding customers to ditch capital gains
taxes by holding proceeds from the sale of property until a
replacement property was bought.

Headquartered in Richmond, Virginia, The 1031 Tax Group LLC --
http://www.ixg1031.com/-- is a privately held consolidated group
of qualified intermediaries created to serve real property
exchanges under Section 1031 of the Internal Revenue Code.  The
company and 15 of its affiliates filed for Chapter 11 protection
on May 14, 2007 (Bankr. S.D.N.Y. Case No. 07-11447 through
07-11462).  Paul Traub, Esq., Norman N. Kinel, Esq., and Steven E.
Fox, Esq., at Dreier LLP, represent the Debtors in their
restructuring efforts.  Thomas J. Weber, Esq., Melanie L.
Cyganowski, Esq., and Allen G. Kadish, Esq., at Greenberg Traurig,
LLP, represent the Official Committee of Unsecured Creditors.  As
of Sept. 30, 2007, the Debtors had total assets of $164,231,012
and total liabilities of $168,126,294, resulting in a total
stockholders' deficit of $3,895,282.


ACE SECURITIES: Fitch Lowers Class M4 RMBS Rating to 'C/DR1'
------------------------------------------------------------
Fitch Ratings has taken the action on six classes of subprime
residential mortgage-backed securities.

ACE Securities Corporation 2005-SN1
   -- Class A1 affirmed at 'AAA';
   -- Class A2 affirmed at 'AAA';
   -- Class M1 downgraded to 'A' from 'AA';
   -- Class M2 downgraded to 'BBB' from 'A';
   -- Class M3 downgraded to 'B' from 'BBB';
   -- Class M4 downgraded to 'C/DR1' from 'BB'.

Classes A1 and A2 are insured by FGIC.  Fitch's policy is to
maintain ratings on insured transactions at the higher of the
underlying rating of the insured transaction if rated by Fitch or
the rating of the insurer.

Fitch downgraded FGIC's Insurer Financial Strength rating to 'CCC'
and also placed the IFS on Rating Watch Evolving.


ADELHIA COMMS: Creditors to Get $134MM Cash, Time Warner Stocks
---------------------------------------------------------------
Adelphia Communications Corporation announced subsequent
distributions of $134 million in cash and 1,059,015 shares of TWC
Class A Common Stock to holders of Allowed Claims against the
parent Adelphia Communications Corporation pursuant to the First
Modified Fifth Amended Joint Chapter 11 Plan of Reorganization of
Adelphia Communications Corporation and Certain Affiliated
Debtors, dated as of January 3, 2007, as confirmed.  The 1,059,015
shares of TWC Class A Common Stock to be distributed have a fair
market value as of September 8, 2008 (based on the closing price
on that date) of $29 million.

A chart summarizing the distribution of cash and shares of
TWC Class A Common Stock to be made to classes of ACC Claims is
available in the Important Documents section of the
Company's web site at http://www.adelphiarestructuring.com The
chart does not reflect additional distributions that may be made
over time as a result of the release of escrows, reserves and
holdbacks.  The amount and timing of such distributions as a
result of the release of escrows, reserves and holdbacks are
subject to the terms and conditions of the Plan and numerous
other conditions and uncertainties, many of which are outside the
control of Adelphia and its subsidiaries.

Creditor inquiries regarding distributions under the Plan should
be directed to creditor.inquiries@adelphia.com

A full-text copy of Adelphia's most recent claim distributions is
available for free at:

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

                       About Adelphia Comms

Based in Coudersport, Pennsylvania, Adelphia Communications
Corporation (OTC: ADELQ) -- http://www.adelphia.com/--
is a cable television company.  Adelphia serves customers in 30
states and Puerto Rico, and offers analog and digital video
services, Internet access and other advanced services over its
broadband networks.  The company and its more than 200
affiliates filed for Chapter 11 protection in the Southern
District of New York on June 25, 2002.  Those cases are jointly
administered under case number 02-41729.  Willkie Farr &
Gallagher represents the Debtors in their restructuring efforts.
PricewaterhouseCoopers serves as the Debtors' financial advisor.
Kasowitz, Benson, Torres & Friedman, LLP, and Klee, Tuchin,
Bogdanoff & Stern LLP represent the Official Committee of
Unsecured Creditors.

Adelphia Cablevision Associates of Radnor, L.P., and 20 of its
affiliates, collectively known as Rigas Manged Entities, are
entities that were previously held or controlled by members of
the Rigas family.  In March 2006, the rights and titles to these
entities were transferred to certain subsidiaries of Adelphia
Cablevision LLC.  The RME Debtors filed for chapter 11
protection on March 31, 2006 (Bankr. S.D.N.Y. Case Nos. 06-10622
through 06-10642).  Their cases are jointly administered under
Adelphia Communications and its debtor-affiliates' chapter 11
cases.

The Bankruptcy Court confirmed the Debtors' Modified Fifth Amended
Joint Chapter 11 Plan of Reorganization on Jan. 5, 2007.  That
plan became effective on Feb. 13, 2007.


ADINO ENERGY: Files 10KSB/A2 to Restate 2006 and 2007 Financials
----------------------------------------------------------------
Adino Energy Corporation filed with the U.S. Securities and
Exchange Commission on Aug. 13, 2008, Amendment No. 2 to its
Annual Report on Form 10KSB/A for the year ended Dec. 31, 2007.

The filing amends Adino Energy's annual report for the year ended
Dec. 31, 2007, previously filed on April 22, 2008.  The company
has restated its financial statements as of and for the year ended
Dec. 31, 2006, to correct errors in its accounting for convertible
notes payable, consolidation of majority owned entities, and other
short term liabilities.  The company's financial statements has
also been amended to reflect the restatement of all previously
issued quarterly reports from March 31, 2006, to Sept. 30, 2007.

In the original filing, the company amended its annual report on
Form 10-KSB/A for the year ended Dec. 31, 2006, as previously
filed on April 30, 2007.

The company's management identified certain accounting errors
related to the consolidation of the company's majority interest in
Intercontinental Fuels, LLC.

Management also identified certain accounting errors related to a
convertible debenture, which was determined to contain an embedded
derivative.

There were also adjustments to interest income and expense for
certain notes that had not been accounted for.

Footnote 19 on the company's form 10KSB/A2 has been amended to
disclose all changes to the quarterly filings for the periods
ended March 31, June 30 and Sept. 30, 2006, and for March 31, June
30 and Sept. 30, 2007.

                        Going Concern Doubt

In a revised letter dated Aug. 8, 2008, McElravy, Kinchen &
Associates, P.C., raised substantial doubt about Adino Energy
Corporation's ability to continue as a going concern after it
audited the company's financial statements for the year ended Dec.
31, 2007.  The auditor stated that the company has suffered
recurring losses from operations and at Dec. 31, 2007, is in a
negative working capital position.

In its restated consolidated statements of operations, the company
posted a net loss of $1,597,622 on total revenues of $1,967,813
for the year ended Dec. 31, 2007, as compared with a net loss of
$4,817,315 on total revenues of $760,313 in the prior year.

At Dec. 31, 2007, the company's restated consolidated balance
sheet showed $6,269,750 in total assets and $9,919,975 in total
liabilities, resulting in a $3,650,225 stockholders' deficit.

The company's restated consolidated balance sheet at Dec. 31,
2007, also showed strained liquidity with $401,102 in total
current assets available to pay $8,350,325 in total current
liabilities.

A full-text copy of the company's restated 2007 annual report is
available for free at http://ResearchArchives.com/t/s?31d5

                         About Adino Energy

Headquartered in Houston, Adino Energy Corp. (OTC BB: ADNY) --
http://www.adinoenergycorp.com/-- is a wholesale fuel distributor
and fuel terminal operator.  Adino Energy not only offers storage,
delivery, and blending of diesel fuel, but also offers biodiesel
to the growing "green" fuels market.  Biodiesel is a clean
burning, nontoxic, sulfur-free, and biodegradable alternative fuel
for compression-ignition (diesel) engines made from animal fat or
vegetable oil.


AEGIS 2004-5: Fitch Junks Ratings on Two Classes of Subprime RMBS
-----------------------------------------------------------------
Fitch Ratings has taken action on seven classes of subprime
residential mortgage-backed securities.

Aegis 2004-5
   -- Class IIA affirmed at 'AAA';
   -- Class M1 affirmed at 'AA';
   -- Class M2 downgraded to 'BBB' from 'A-';
   -- Class M3 downgraded to 'B' from 'BB';
   -- Class B1 downgraded to 'CC/DR1' from 'B';
   -- Class B2 downgraded to 'C/DR6' from 'B',
   -- Class B3 downgraded to 'C/DR6' from 'CCC/DR1',

Class IIA is insured by FGIC.  Fitch's policy is to maintain
ratings on insured transactions at the higher of the underlying
rating of the insured transaction if rated by Fitch or the rating
of the insurer.

Fitch downgraded FGIC's Insurer Financial strength rating to 'CCC'
and also placed the IFS on Rating Watch Evolving.


AMERICAN HOME: May Auction Off 243 Performing Mortgage Loans
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
American Home Mortgage Investment Corp. and its debtor-affiliates
to sell their 243 performing mortgage loans pursuant to a Loan
Sale and Interim Servicing Agreement, dated August 12, 2008, among
certain of the Debtors, Vantium Capital Markets, L.P., and
American Home Mortgage Servicing, Inc.

As reported by the Troubled Company Reporter on Aug. 5, 2008, the
Debtors own certain mortgage loans, which are all performing first
lien loans with respect to which, the mortgagors are fulfilling
their required obligations, James L. Patton, Jr., Esq., at Young
Conaway Stargatt & Taylor LLP, in Wilmington, Delaware, related.
The Debtors own 243 performing mortgage loans with an aggregate
unpaid principal balance of $36,641,482, as of July 14, 2008.  The
mortgage loans are currently being serviced by American Home
Servicing, Inc., which is now owned by AH Mortgage Acquisition
Co., Inc., pursuant to a Court-approved asset purchase agreement
dated as of September 25, 2007.

Upon consummation of the sale, the mortgage loans will be
transferred to Vantium Capital free and clear of all liens,
claims, encumbrances or other interests.  To the extent any sale
proceeds are placed in escrow under the Sale Agreement, the Court
ruled that:

    -- the Mortgage Loans to be purchased by the sale proceeds
       will not be deemed transferred free and clear of Liens
       until the proceeds are irrevocably released from escrow to
       the Debtors; and

    -- no creditors will be entitled to assert or enforce a Lien
       on the sale proceeds held in escrow until the proceeds are
       irrevocably released from escrow to the Debtors, and only
       to the extent of the validity, priority and enforceability
       of the Lien.

To the extent any of the Mortgage Loans consist of an interest in
a consumer credit contract or credit transaction subject to the
Truth in Lending Act, Judge Christopher Sontchi ordered that
Vantium Capital will remain subject to the same claims and
defenses that are related to the credit transaction or contract to
the same extent as Vantium Capital would be subject to claims and
defenses of the consumer if the interest had been purchased as a
sale not under Section 363 of the Bankruptcy Code.

Prior to the Court's order, the Debtors notified parties-in-
interest that an auction for the Mortgage Loans that was
scheduled for August 26, 2008, was canceled.  Vantium Capital,
the stalking horse bidder, had been selected as the successful
bidder.

Pursuant to the Court-approved sale procedures, if only one
qualified bid is submitted by the deadline, the Debtors will not
hold an auction.  If the qualified bid is deemed acceptable, the
Debtors will seek the Court's approval of the qualified bid.

                     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
counsel.  The Creditors Committee also retained Hennigan, Bennett
& Dorman LLP, as special conflicts counsel.  As of March 31, 2007,
American Home Mortgage's balance sheet showed total assets of
$20,553,935,000 and total liabilities of $19,330,191,000.

(American Home Bankruptcy News, Issue No. 45; Bankruptcy
Creditors' Service, Inc., Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).



AMERICAN HOME: Seeks to Amend Order in Suit Against Lehman Units
----------------------------------------------------------------
American Home Mortgage Investment Corp. and its debtor-affiliates
ask Judge Christopher Sontchi of the U.S. Bankruptcy Court for the
District of Delaware to amend the Partial Dismissal Order in a
complaint the Debtors filed against Lehman Commercial Paper, Inc.

The Debtors had commenced an adversary proceeding against Lehman
Brothers Inc. and Lehman Commercial Paper Inc. before the Court
for improperly foreclosing on $84,000,000 in mortgage-backed
securities.
At the behest of Lehman Brothers, Inc., and Lehman Commercial
Paper, Inc., Judge Sontchi had dismissed with prejudice Counts I
through IV and the first four claims of Count V of a complaint
filed by American Home Mortgage Investment Corp.  The dismissed
claims, which Lehman had previously asked to be dropped, include
claims for breach of contract, the turnover property to the
bankruptcy estates, alleged conversion of interest, and unjust
enrichment.

Lehman was the architect of the Debtors' warehouse securitization
program for special purpose entities Broadhollow Funding, LLC,
and Melville Funding, LLC.  Under the program, Broadhollow and
Melville acquired mortgage loans from loan originators American
Home Mortgage Acceptance, Inc., and American Home Mortgage Corp.
The acquisitions were financed by issuing commercial paper and
subordinated notes.

In its complaint, AHMIC sought from the Court a declaratory
judgment based on whether the "safe harbor" protections of
Sections 559 and 555 of the Bankruptcy Code apply to a certain
Master Repurchase Agreement that AHMIC, Lehman Commercial Paper,
and Lehman, Inc., executed on November 4, 2003.  Judge Sontchi,
however, ruled that the MRA is a "repurchase agreement" under the
statute, and the safe harbor provisions of Sections 559 and 555
are applicable.

Judge Sontchi also held that Lehman did not violate the automatic
stay -- and was not constrained by Article 9 of the Uniform
Commercial Code -- when it exercised its rights under MRA's ipso
facto clause by foreclosing on and liquidating the subordinated
notes sold by AHMIC to Lehman pursuant to the MRA.

In his opinion explaining the dismissal of AHMIC's unjust
enrichment claim, Judge Sontchi concluded that it is irrelevant
whether or not Lehman terminated the MRA post-foreclosure because
AHMIC has not alleged any grounds for unjust enrichment besides
the liquidation of the Subordinated Notes.  He noted that if the
MRA was terminated post-liquidation to support a claim for unjust
enrichment, AHMIC must put forward some evidence showing that
Lehman was unjustly enriched after terminating the MRA.

             AHMIC's Request to Amend Dismissal Order

AHMIC asserts that one of the ramifications of the Partial
Dismissal Order "is to leave an orphan subcount that simply
requests declaratory judgment on the narrow issue of how to
calculate damages arising from its liability claims, even though
those claims were dismissed."  AHMIC argues that, among other
reasons, the "lingering subcount" precludes it from taking an
immediate appeal of the Order.

Accordingly, AHMIC asks the Court to amend the Partial Dismissal
Order to (i) to make additional findings of fact that there is no
just reason to delay entry of the Partial Dismissal Order as a
final judgment, and (ii) provide expressly that the Partial
Dismissal Order constitute a final judgment with respect to the
dismissed counts for purposes of appeal.

                     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
counsel.  The Creditors Committee also retained Hennigan, Bennett
& Dorman LLP, as special conflicts counsel.  As of March 31, 2007,
American Home Mortgage's balance sheet showed total assets of
$20,553,935,000 and total liabilities of $19,330,191,000.

(American Home Bankruptcy News, Issue No. 45; Bankruptcy
Creditors' Service, Inc., Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


AMERIQUAL GROUP: Moody's Affirms B3 Ratings; Outlook is Stable
--------------------------------------------------------------
Moody's Investors Service has changed the rating outlook of
AmeriQual Group, LLC to stable from negative and affirmed the
corporate family and probability of default ratings of B3, and the
speculative grade liquidity rating of SGL-3.

The outlook change to stable from negative reflects improved
revenues in the first half of 2008 from a slightly higher Meal-
Ready-to-Eat unit price and an expectation of flat 2008 MRE order
level combined with higher non-MRE military orders.  The company's
ability to control its costs and working capital uses should
enable free cash flow generation in 2008 and credit metrics
largely reflective of the B3 rating category.

The B3 rating reflects the company's small size, high dependence
on orders from the U.S. Department of Defense, and leveraged
capital structure.  Although margins and returns for this business
have been less robust since 2006, the company is an entrenched
supplier to the DoD, the MRE contract with annual option periods
runs through 2010, and the risk of new entrants thereafter appears
to be low.  With no near-term amortizations at present, Moody's
anticipates that the company should be able to service its debt
obligations adequately over the next 12 months.

The speculative grade liquidity rating of SGL-3 reflects
AmeriQual's adequate liquidity profile. Moody's anticipates
positive modest free cash flow generation through mid-2009 with
interim borrowing potentially needed to fund seasonal working
capital needs and to fund tax dividends to ownership.  The company
maintains low cash on hand balances and has access to a committed
$35 million 1st lien revolving credit facility that expires in
April 2010.  Total borrowing on the facility is effectively
limited by a maximum two times EBITDA borrowing limit, as defined.

Despite the company's B3 corporate family rating and stable
outlook, Moody's remains concerned that AmeriQual's non-MRE
military and commercial sales are unpredictable and annual MRE
orders by the U.S. Department of Defense could further decline as
upcoming troop mobilization levels are uncertain.  Additionally,
Moody's is concerned that AmeriQual's debt load relative to the
company's normalized level of annual military orders raises
concerns about long-term financial sustainability.  Thus the
credit profile remains very exposed to earnings declines and
liquidity shortfalls, while in approximately six months any
borrowing on the company's revolving credit facility will become a
current liability.

In addition the previously mentioned rating affirmations, this
rating affirmations have occurred:

    -- $105 million 9% Second Lien Notes due 4/12 to Caa1 LGD4,
       64% from Caa1 LGD4, 62%

AmeriQual Group, LLC, headquartered in Evansville, Indiana, is a
supplier of individual and group field rations to the U.S.
Department of Defense.  The company also provides contract
manufacturing and packaging services using thermal or high
pressure processes to consumer products and other food
distribution companies.


AMERIQUEST MORTGAGE: Fitch Affirms 'B' Rating on Class M-5 RMBS
---------------------------------------------------------------
Fitch Ratings has affirmed these classes of subprime first lien
residential mortgage-backed securities.

Ameriquest Mortgage Securities Series 2004-R6
   -- Class A-1 at 'AAA';
   -- Class A-4 at 'AAA';
   -- Class M-1 at 'A-';
   -- Class M-2 at 'BBB+';
   -- Class M-3 at 'BBB';
   -- Class M-4 at 'BBB-';
   -- Class M-5 at 'B'.

Class A1 and A4 are insured by XLCA.  Fitch's policy is to
maintain ratings on insured transactions at the higher of the
underlying rating of the insured transaction if rated by Fitch or
the rating of the insurer.

Fitch downgraded XLCA's Insurer Financial strength rating to 'CCC'
and also placed the IFS on Rating Watch Evolving.


ARTISTDIRECT INC: June 30 Balance Sheet Upside-Down by $29,829,000
------------------------------------------------------------------
ARTISTdirect Inc.'s consolidated balance sheet at June 30, 2008,
showed $17,588,000 in total assets and $47,417,000 in total
liabilities, resulting in a $29,829,000 stockholders' deficit.

At June 30, 2008, the company's consolidated balance sheet also
showed strained liquidity with $9,184,000 in total current assets
available to pay $47,244,000 in total current liabilities.

The company reported a net loss of $29,916,000 on total net
revenue of $2,720,000 for the second quarter ended June 30, 2008,
as compared to a net loss of $3,486,000 on total net revenue of
$6,593,000 in the corresponding period a year ago.

The decrease in the company's net revenue primarily reflects
decreases in MediaDefender revenues of $2,484,000, media revenues
of $972,000 and e-commerce revenues of $417,000.  MediaDefender
revenues, which accounted for 56.8% of the company's total net
revenue for the three months ended June 30, 2008, decreased in
2008 as compared to 2007 as a result of reduced spending on the
part of major entertainment conglomerates on IPP services.

At June 30, 2008, the company recorded a non-cash charge to
operations to reflect the impairment of MediaDefender goodwill of
$25,585,000, based on the company's conclusion that the current
carrying value of the MediaDefender segment goodwill of
$31,085,000 was substantially and permanently impaired at June 30,
2008.

Mainly as a result of the aforementioned goodwill impairment, the
company's loss from operations climbed to $27,904,000 for the
three months ended June, 2008, as compared to a loss from
operations of $982,000 for the three months ended June 30, 2007.

                     Working Capital Deficiency

At June 30, 2008, the company had a working capital deficiency of
$38,060,000, primarily because of the classification of senior
secured notes payable and subordinated convertible notes payable
as current liabilities, the accrual of default interest on the
subordinated convertible notes payable of $4,689,000, liquidated
damages payable under registration rights agreements of
$1,972,000, and warrant liability of $64,000 and derivative
liability of $25,000 at such date.

           May Consider Filing for Chapter 11 Protection

In December 2006, the company was required to suspend the use of
its then effective registration statement for the holders of its
senior and subordinated indebtedness.  In addition to this initial
default, the company has since entered into other events of
default which continue to be in effect as of June 30, 2008.
During 2007 and 2008, the company entered into a series of
forbearance agreements with the investors in the senior notes with
respect to these defaults.

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

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?31dc

                     About ARTISTdirect Inc.

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


ASCENDIA BRANDS: Gets Final OK to Use $26MM Wells Fargo Facility
----------------------------------------------------------------
The Hon. Brendan L. Shannon of the U.S. Bankruptcy Court for the
District of Delaware authorized Ascendia Brands Inc. and its
debtor-affiliates to obtain, on a final basis, up to $26,428,000
in postpetition financing from a consortium of financial
institution led by Wells Fargo Foothill, Inc., as arranger and
administrative agent, pursuant to a debtor-in-possession loan
agreement dated Aug. 5, 2008.

As reported in the Troubled Company Reporter on Aug. 11, 2008,
Judge Shannon authorized the Debtors to access, in an interim
basis, up to $9,428,000 in postpetition financing from the
lenders.

The Debtors told the Court that they do not have (i) sufficient
working capital to fund their business, and (ii) available cash to
pay their employees.  The Debtors said that they have an urgent
need to access postpetition financing to minimize disruption of
their business operations.

Before their bankruptcy filing, the Debtors entered into:

    i) a first lien credit agreement, with Wells Fargo and
       Plainfield Direct LLC dated Feb. 9, 2007.  The initial
       first lien credit agreement provided for:

       -- a $40,000,000 A-1 term loan;
       -- a $40,000,000 A-2 term loan; and
       -- a $30,000,000 revolving credit facility with obligations
          due thereunder.

   ii) a second lien credit agreement with Watershed Administrative
       LLC, as administrative agent, to provide $50,000,000 B Term
       loan secured by a second priority liens in substantially all
       of the Debtors' assets, among other things.  Approximately
       $56,300,000 remain outstanding as of Aug. 5, 2008.

On Jan. 15, 2008, the Debtors reached an agreement with a
consortium of financial institution including Planfield Direct,
the initial lender, wherein it made additional $3,000,000 in Term-
A-1A loan to the Debtors, which is secured by a first priority
liens in substantially all of the Debtors assets.

As of Aug. 4, 2008, the Debtors' prepetition obligations were:

    -- $18,939,721 in revolving obligations;
    -- $31,166,666 in Term Loan A-1 obligations;
    -- $6,032,240 in Term Loan A-1A obligations;
    -- $40,447,718 in Term Loan A-2 obligations; and
    -- accrued interest, charges and expenses under the terms of
       the first lien credit agreement.

In addition to the prepetition obligations, in connection with an
assets purchase from unsecured creditor Coty Inc., the Debtors
issued a $20,000,000 subordinated unsecured note to Coty.  The
note is subordinated to all senior indebtedness due Sept. 9, 2012
plus interest at 17.25% per annum.  Balance outstanding under the
note is $25,385,937, as of July 31, 2008.

The Debtors said that the first lien credit agreement has been
amended by the DIP loan agreement, which does not extinguish the
obligation for the payment of money outstanding under the
preptition obligations.  Under the DIP loan agreement, amount of
postpetition revolving loans -- supplemental line advances -- is
capped at $26,428,000 including the prepetition loan.

Interest rate on the supplemental line advances under the
prepetition revolving loan is the greater of the rate from time to
time announced by Wells Fargo at its principal office in San
Francisco as its "prime rate" and 7.5%; plus 4.75%.

Wells Fargo will be paid $500,000 in DIP financing fees as party
of the agreement.

To secure their DIP obligations, Wells Fargo will be granted
security interest and superpriority administrative expense status
over all other interest and liens of every kind pursuant to
Section 506(b) of the Bankruptcy Code.

The DIP agreement contains customary and appropriate events of
defaults.  Furthermore, the agreement is subject to carve-outs for
payments to statutory fees payable to the U.S. Trustee, Clerk of
the Court; and professional advisor to the Debtors.  There is a
$75,000 carve-out to fund post-default allowed professional fees
and post-asset sale closing expenses.

The DIP facility will mature on Oct. 3, 2008.

A full-text copy of the Debtors' debtor-in-possession loan
agreement dated Aug. 5, 2008, is available for free at:

                http://ResearchArchives.com/t/s?3083

Headquartered in Hamilton, New Jersey, Ascendia Brands, Inc. --
http://www.ascendiabrands.com/-- makes and sells branded consumer
products primarily in North America and over 80 countries as well.
The company's customers include Walmart, Walgreens, Kmart, Meijer
Stores, Target, and CVS.  The company and six of its affiliates
filed for Chapter 11 protection on Aug. 5, 2008 (Bankr. D. Del.
Lead Case No.08-11787).  Kenneth H. Eckstein, Esq., and Robert T.
Schmidt, Esq., at Kramer Levin Naftalis & Frankel LLP, represent
the Debtors in their restructuring efforts.  M. Blake Cleary,
Esq., Edward J. Kosmoswki, Esq., and Patrick A. Jackson, Esq., at
Young, Conaway, Stargatt & Taylor, LLP, serve as the Debtors'
Delaware counsel.  The Debtors selected Epiq Bankruptcy Solutions
LLC as their claims agent.  The U.S. Trustee for Region 3 has not
appointed creditors to serve on an Official Committee of Unsecured
Creditors.  When the Debtors filed for protection from their
creditors, they listed total assets of $194,800,000 and total
debts of $279,000,000.


AXESSTEL INC: Earns $1.2 Million in 2008 Second Quarter
-------------------------------------------------------
Axesstel Inc. reported net income of $1.2 million for the second
quarter ended June 29, 2008, compared to a net income of $273,000
in the second quarter of 2007.

Revenues for the second quarter of 2008 were $31.6 million,
including data products revenue of $23.5 million.  This compares
to revenues of $28.0 million including $11.9 million from data
products in the second quarter of 2007.  Revenue during the
quarter from data products and from sales in Europe Middle East
and Africa (EMEA) were $23.5 million and $10.5 million,
respectively.  Gross margin for the second quarter 2008 was
$8.0 million, or 25% of revenue, compared to $6.6 million, or 23%
of revenue for the same period last year.

For the six months ended June 29, 2008, the company reported
revenue of $56.3 million, compared to $53.2 million for the first
half of 2007.  Net income for the first half of 2008 was
$1.5 million, compared to a net loss for the first half of 2007 of
$976,000.

Clark Hickock, chief executive officer of Axesstel, stated, "In
the second quarter, we executed our plan to grow the business
profitably and our success is attributable to our focus on both
top and bottom line results.  Our continued investment in
dedicated regional sales teams serving a diversified and global
customer base in emerging markets delivered revenue of
$31.6 million.  This level of revenue, when combined with our
operating expense reductions, generated record net income for the
quarter of $1.2 million with record EPS of $0.05."

"On the innovation side, the launch of our new CDMA2000 1xEVDO
Rev. A fixed wireless phone began attracting strong interest from
operators, and we already have advanced orders.  As the emerging
markets increase investment in new technology, we have built a
pipeline of exciting new products to meet the demand for high
performance data and phone devices.  We set a 2008 goal to launch
12 products and have introduced seven to date.  We are looking
forward to the second half of 2008 as we are on track to launch
five more new products," Mr. Hickock added.

As of June 29, 2008, the company had approximately $25.0 million
in backlog which is expected to be delivered in the third quarter.

Pat Gray, Axesstel's chief financial officer, stated, "At quarter
end, the company had cash and cash equivalents of $1.4 million, an
increase of $800,000 since the beginning of the year.  During the
quarter, we had sales of $31.6 million, pushing accounts
receivable to $38.7 million.  We financed $10.4 million of working
capital against these accounts receivable, the majority of which
came from our Wells Fargo line of credit.  This financing is a
reflection of the quality of the sales we are making and a high
level of confidence in our execution.  We believe our strategic
banking relationships will provide us the necessary working
capital to grow our business."

                Accepts Orders on Open Account Terms

Commencing in 2007, sales shifted from predominantly Asian
countries, where commercial practices use letters of credit, to
Latin American countries, where standard commercial terms are open
accounts.  The company's largest account in 2007 was a customer in
Venezuela, which did not provide letters of credit and for which
the company could not obtain credit insurance or secure accounts
receivable financing.  Accordingly, the company could not borrow
against its accounts receivable from this customer to pay its
contract manufacturer for costs of goods sold.  This problem was
compounded when the Venezuelan government's foreign currency
exchange control arm, CADIVI, substantially delayed payments in
2007.  The delay in payment caused the company to fall behind in
payments to its contract manufacturer, who imposed shipment delays
and stopped ordering long lead time parts in the fourth quarter.
The company has subsequently collected the delayed payments from
2007, made payments to the contract manufacturer, and resumed
normal production levels.

                       Cash, Total Borrowings

At June 29, 2008, the company had cash and cash equivalents of
approximately $1.4 million, and a negative working capital of
approximately $557,000.  In addition, at June 29, 2008, accounts
receivables were $38.7 million.  Currently the company's only
source of borrowing is secured by its accounts receivable.  At
June 29, 2008, these borrowings totaled $10.4 million.

                           Balance Sheet

At June 29, 2008, the company's consolidated balance sheet showed
$45.7 million in total assets, $42.9 million in total liabilities,
and $2.8 million in total stockholders'equity.

The company's consolidated balance sheet at June 29, 2008, also
showed strained liquidity with $42.3 million in total current
assets available to pay $42.9 million in total current
liabilities.

Full-text copies of the company's consolidated financial
statements for the quarter ended June 29, 2008, are available for
free at http://researcharchives.com/t/s?31e5

                        Going Concern Doubt

The company experienced losses from operations from 2004 to 2007.
Because of the company's continuing net losses and negative
working capital position, Gumbiner Savett Inc., the company's
independent auditors, in their report on the company's
consolidated financial statements for the year ended Dec. 31,
2007, expressed substantial doubt about the company's ability to
continue as a going concern.

                           About Axesstel

Headquartered in San Diego, Calif., Axesstel Inc. (AMEX: AFT) --
http://www.axesstel.com/-- designs and develops fixed wireless
voice and broadband data products.  Axesstels product portfolio
includes broadband modems, 3G gateways, voice/data terminals,
fixed wireless desktop phones and public call office phones for
high-speed data and voice calling services.  The company delivers
innovative fixed wireless solutions to leading telecommunications
operators and distributors worldwide.  Axesstel's research and
development center is located in Seoul, South Korea.


BALLY TECHNOLOGIES: Moody's Assigns Ba3 Corporate Family Rating
---------------------------------------------------------------
Moody's Investors Service assigned a Ba3 Corporate Family rating
and Ba3 Probability of Default rating to Bally Technologies, Inc.
It also assigned a Ba3 rating to both the company's proposed
$225 million senior secured term loan and $75 million senior
secured revolving credit facility.  The new facilities will be
used to refinance the company's existing bank facilities.  Moody's
also assigned a Speculative Grade Liquidity rating of SGL-2.  The
ratings are subject to review of final documentation. The ratings
reflect Bally's small scale, technology and game development
risks, the need for continued spending on research and
development, the risk that player acceptance of Bally's games
could wane, and competition with a larger better capitalized
company. Ratings are supported by an improved product line-up,
rising returns and margins, low leverage, and strong interest
coverage.  As of June 30, 2008, Debt/EBITDA is modest at 1.2
times, with interest coverage (as measured by EBITDA-
CAPX/interest) solid for the rating at 5.6 times based upon
Moody's standard analytic adjustments.  Bally's operating
performance has improved over the past few years due to the
conversion to a single operating platform, the roll-out of popular
game titles pursuant to profitable lease arrangements, continued
leadership in gaming systems, and operating leverage from a
growing installed base of gaming units.

The Speculative Grade Liquidity rating of SGL-2 reflects Moody's
expectation that Bally can fund all operating and capital
investment needs internally, that the company can maintain a
reasonable level of availability under the revolving credit
facility, and that it will maintain ample head-room under
financial covenants.

Ratings assigned:

Bally Technologies, Inc.

    -- Corporate family rating of Ba3

    -- Probability of default rating of Ba3

    -- $75 million senior secured revolving credit facility at Ba3
       (LGD 4, 51%)

    -- $225 million senior secured term loan at Ba3 (LGD 4, 51%)

Headquartered in Las Vegas Nevada, Bally Technologies, Inc.
(Bally) is a diversified gaming company that manufactures,
distributes and operates games devices and computerized monitoring
and accounting systems for gaming devices sold to the legalized
gambling industry.  The company also operates the Rainbow Casino
in Vickburg, Mississippi.


BATTERY PARK: Moody's Removes Ca Rated Notes from Review
--------------------------------------------------------
Moody's Investors Service has removed from review for possible
upgrade the ratings of two classes of notes issued by Battery Park
CDO Limited.  The notes affected by the rating action are:

Class Description: U.S. $17,000,000 Class IV-A Mezzanine Secured
Floating Notes Due 2011

    -- Prior Rating: Ca, on review for possible upgrade (Last
       Rating Action Date: April 10, 2008)

    -- Current Rating: Ca

Class Description: U.S. $5,000,000 Class IV-B Mezzanine Secured
Fixed Rate Notes Due 2011

    -- Prior Rating: Ca, on review for possible upgrade (Last
       Rating Action Date: April 10, 2008)

    -- Current Rating: Ca

The transaction experienced, as reported by the Trustee on
June 26, 2008, an Event of Default caused by a failure of the
aggregate Principal Balance of Collateral Debt Obligations and
Eligible Investments to equal at least 100% of the Aggregate
Outstanding Amount of the Class IV Mezzanine Notes, as described
in Section 5.1(d) of the Indenture dated December 22, 1999.  This
event of default is still continuing. Battery Park CDO Limited is
a collateralized bond obligation backed primarily by high yield
bonds.

As provided in Article V of the Indenture, during the occurrence
and continuance of an Event of Default, certain parties to the
transaction may be entitled to direct the Trustee to take
particular actions with respect to the Collateral and the Notes.
In this regard, the Trustee reports that a majority of the
Controlling Class has directed the Trustee to declare the
principal of all of the Notes, together with all accrued and
unpaid interest thereon, to be immediately due and payable.
Furthermore, according to the Trustee, the Holders of at least 66-
2/3% of the Aggregate Outstanding Amount of the Notes of the
Controlling Class have directed the Trustee to proceed with the
sale and liquidation of the Collateral in accordance with relevant
provisions of the transaction documents.

The rating action reflects Moody's assessment that the notes are
subject to risks associated with the proposed liquidation of the
collateral.


BAUGHER CHEVROLET: Court Sets Oct. 6 Hearing for Sale of Business
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Virginia has
scheduled a hearing on the sale of Baugher Chevrolet-Buick, Inc.,
to Obaugh Chevrolet-Buick and Obaugh Real Estate, entities owned
by Staunton auto dealer Charlie Obaugh and his family, on Oct. 6,
2008, reports Bob Stuart of The News Virginian.

Based in Waynesboro, Va, Baugher Chevrolet Buick, Inc. --
http://www.baugherautos.com/-- is a dealer for new and used cars,
trucks and SUVs.  The Debtor also provides auto financing,
services, and parts.  A. Carter Magee, Jr., Esq., at Magee Foster
Goldstein & Sayers represents the Debtor.  The Debtor listed total
assets of $2,931,782 and total liabilities of $4,432,601 when it
filed for bankruptcy.


BELDEN & BLAKE: Posts $58.9MM Net Loss in 2008 Second Quarter
-------------------------------------------------------------
Belden & Blake Corp. reported a net loss of $58.9 million for the
second quarter ended June 30, 2008, compared with net income of
$2.4 million in the same period of 2007.

Results for the second quarter of 2008 included a $118.4 million
derivative loss reflecting the change in the fair value of certain
of the company's derivative instruments that do not qualify as
cash flow hedges.  This compared with a $4.0 million derivative
fair value loss in the second quarter of 2007.

Operating revenues increased from $35.2 million in the second
quarter of 2007 to $50.3 million in the second quarter of 2008.
The increase in operating revenues was primarily due to higher oil
and gas sales revenues of $14.5 million.  The increased oil and
gas sales revenues were primarily due to an increase of
$16.1 million related to increased prices for oil and natural gas,
which was partially offset by a $1.6 million decrease in revenues
due to decreased production volumes.

Total expenses, minus the derivative fair value losses incurred in
both periods, were $23.6 million in the three months ended
June 30, 2008, and $21.4 million in the three months ended
June 30, 2007.  The current quarter's expenses included an
impairment of $2.0 million to proved properties in the Utica Shale
formation in Ohio.

Interest expense decreased $126,000 from $5.9 million in the
second quarter of 2007 to $5.8 million in the second quarter of
2008.  This decrease in interest expense was due to lower blended
interest rates, which were partially offset by the amortization of
the fair value adjustments from purchase accounting on the Senior
Secured Notes.

Income tax expense was a benefit of $38.5 million in the second
quarter of 2008 compared to an expense of $1.6 million in the
second quarter of 2007.  The decrease is primarily due to a
decrease in income before income taxes.

                             Cash Flows

The primary sources of cash in the six-month period ended June 30,
2008, have been funds generated from operations.  Funds used
during this period were primarily used for operations, development
expenditures, derivative settlements and interest expense. Our
liquidity and capital resources are closely related to and
dependent upon the current prices paid for our oil and natural
gas.

Operating activities provided cash flows of $45.1 million during
the first six months of 2008 compared to $35.4 million in the
first six months of 2007.  The increase was primarily due to an
increase in cash received for oil and gas revenues (net of
hedging) which was partially offset by a decrease in working
capital items of $9.3 million.

Investing activities used cash flows of $9.4 million during the
first six months of 2008 compared to $11.3 million used in the
first six months of 2007.  The decrease is due an increase in cash
received for property and equipment disposals of $3.0 million
which was offset by an increase in capital expenditures of
$795,000.

Cash flows used in financing activities increased $15.0 million in
the first six months of 2008 primarily due to an increase of
$17.3 million in derivative settlements and a decrease in proceeds
from the revolving line of credit of $4.5 million which was offset
by a decrease in dividends paid of $6.8 million.

During the first six months of 2008, working capital decreased
$20.0 million from a deficit of $14.2 million at Dec. 31, 2007, to
a deficit of $34.2 million at June 30, 2008.  The decrease in
working capital was primarily due to an increase of $51.0 million
in the current liability related to the fair value of derivatives
and an increase in accrued expenses of $4.8 million, which were
partially offset by a $20.2 million increase in the current
deferred tax asset, a $11.1 million increase in accounts
receivable and a $4.0 million increase in cash.

At June 30, 2008, the company had cash of $20.1 million and
approximately $12.6 million available under the company's five-
year $350 million revolving facility available for general
corporate purposes.

                      Derivatives and Hedging

The company enters into a combination of futures contracts,
commodity derivatives and fixed-price physical commodity contracts
to manage its exposure to natural gas, crude oil or interest rate
price volatility and support its capital expenditure plans.
Changes in fair value of the derivative instruments that are cash
flow hedges are recognized in other comprehensive income (loss)
until such time the hedged items impact earnings.

During the first six months of 2008 and 2007, net losses of
$5.9 million and $3.0 million, respectively, were reclassified
from accumulated other comprehensive income to earnings.  At
June 30, 2008, the estimated net loss in accumulated other
comprehensive income that is expected to be reclassified into
earnings within the next 12 months is approximately $5.6 million.
At June 30, 2008, the company had partially hedged its exposure to
the variability in future cash flows through December 2013.

At June 30, 2008, the company had interest rate swaps in place for
$80 million of its outstanding debt under its revolving credit
facility that mature between Sept. 16, 2008, and Sept. 30, 2010.
The fair value of these interest rate swaps was an unrealized loss
of $861,000 at June 30, 2008.

                           Balance Sheet

At June 30, 2008, the company's consolidated balance sheet showed
$800.1 million in total assets, $765.3 million in total
liabilities, and $34.4 million in total shareholders' equity.

The company's consolidated balance sheet also showed strained
liquidity with $87.9 million in total current assets available to
pay $122.1 million in total current liabilities.

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?31da

                        About Belden & Blake

Headquartered in Houston, Texas, Belden & Blake Corporation
-- http://www.beldenblake.com/-- is an independent energy company
engaged in producing oil and natural gas; exploring for and
developing oil and gas reserves; acquiring and enhancing the
economic performance of producing oil and gas properties; and
marketing and gathering natural gas for delivery to intrastate and
interstate gas transmission pipelines.  Operations are conducted
entirely in the United States.

                            *     *     *

To date, Belden & Blake Corp. still carries Moody's Caa2 senior
secured debt and Caa1 corporate family ratings assigned on
April 5, 2005.  Outlook is stable.


C-BASS: Fitch Slashes Ratings on Class A1 & A2 RMBS to CCC from BB
------------------------------------------------------------------
Fitch Ratings has downgraded two classes of subprime second lien
residential mortgage-backed securities.  Class A1 and A2 are
insured by XLCA.

C-BASS, series 2007-SL1
   -- Class A1 downgraded to 'CCC' from 'BB';
   -- Class A2 downgraded to 'CCC' from 'BB';
   -- Class M1 remains at 'C/DR6';
   -- Class M2 remains at 'C/DR6';
   -- Class B1 remains at 'C/DR6';
   -- Class B2 remains at 'C/DR6';
   -- Class B3 remains at 'C/DR6';
   -- Class B4 remains at 'C/DR6'.

Class A1 and A2 are insured by XLCA.  Fitch's policy is to
maintain ratings on insured transactions at the higher of the
underlying rating of the insured transaction if rated by Fitch or
the rating of the insurer.

Fitch downgraded XLCA's Insurer Financial strength rating to 'CCC'
and also placed the IFS on Rating Watch Evolving.


CACI INTERNATIONAL: Moody' Affirms Ba2 Corporate Family Rating
--------------------------------------------------------------
Moody's Investors Service has affirmed the Ba2 corporate family
and probability of default ratings of CACI International, Inc, and
affirmed the company's speculative grade liquidity rating of SGL-
1.  The rating outlook is stable.

The Ba2 CFR affirmation reflects the company's moderate scale,
good interest coverage, high free cash flow generation and growing
funded backlog level, juxtaposed to risks inherent in CACI's
growth strategy and potential that the U.S. defense spending
growth rate could moderate materially over the intermediate term.
The rating also reflects several attributes stemming from CACI's
contracts with the U.S. Department of Defense, including lower
revenue volatility and high quality receivables.  The Ba2 also
acknowledges risks involved in budget priorities designated in
Congressional appropriations and supplemental budget approvals,
and fixed price contracts (21% of revenues).  Within the sector
competitive intensity has increased as high U.S. defense spending
growth since 2004 and the U.S. government's practice of
increasingly outsourcing functions has spurred consolidation among
government information technology vendors as players attempt to
gain scale and breadth of contracts.

The SGL-1 affirmation follows CACI's recently executed credit
facility amendment which extended the company's revolver maturity
until May 2011 and increased the revolver's commitment size to
$240 million from $200 million.  The SGL-1 rating reflects a very
good liquidity profile arising from CACI's $120 million of cash on
hand, lack of revolver borrowing or letter of credit utilization,
ample covenant ratio headroom, and steady free cash flow
generation.

The stable outlook reflects the company's strong funded backlog
level and very good liquidity profile.  Of particular importance
to the ratings and outlook will be the level of CACI's
aggressiveness using leverage to fund acquisitions, and the
prospect of lower U.S. defense spending growth on operating
performance.

In addition, these rating changes have occurred:

    -- $240 million senior secured revolver due May 2011 assigned
       Ba1 LGD 2, 25%

    -- $200 million senior secured revolver due May 2009 withdraw
       from Ba1 LGD 2, 27%

    -- $350 million senior secured term loan B due May 2011 to Ba1
       LGD 2, 25% from Ba1 LGD 2, 27%

CACI International Inc, based in Arlington, VA, provides
information technology services and solutions for the U.S.
Department of Defense, federal civilian agencies, the government
of the United Kingdom as well as large commercial enterprises and
state and local governments.  FYE June 2008 revenues were
$2.4 billion.


CADENCE INNOVATION: H.S. Die Slams Proposed $50 Million Loan
------------------------------------------------------------
H.S. Die & Engineering Inc., slammed Cadence Innovation LLC, and
New Venture Real Estate Holdings LLC's proposed borrowing of
$50,000,000, saying it would give Bank of America Corporation
"superpriority priming liens" on the Debtors' assets.

In a statement filed with the U.S. Bankruptcy Court for the
District of Delaware, H.S. Die said that it holds priority liens
on some assets including machinery and trump, that should not be
primed by BofA's liens without giving the company adequate
protection.

"The Debtors proposed adequate protection only for the lenders,"
said Carl Kunz III, Esq., at Morris James LLP, in Wilmington,
Delaware.  "H.S. Die disputes that the Debtors can adequately
protect the lenders whose claims are inferior to H.S. Die's
claims, yet not provide adequate protection to the [company]."

According to Mr. Kunz, the Debtors did not propose to pay H.S.
Die's claims in cash or assure the company that they would make
periodic cash payments.  He pointed out that the Debtors do not
have unencumbered assets on which H.S. Die may have an additional
or replacement lien.

H.S. Die allegedly holds a secured claim for $654,670 for the
tools it supplied to the Debtors before their bankruptcy filing.
The Debtors have also contracted the company to manufacture
certain tools for a purchase price of $2,753,710, which have not
yet been delivered to date.

H.S. Die says it obtained and perfected its first priority liens
in the unpaid tooling under applicable Michigan Law.  It also
properly filed and timely filed Uniform Commercial Code financing
statements with the Delaware Secretary of State listing the
tooling as collateral.

The Debtors received temporary authority to borrow under the DIP
financing provided by BofA, which serves as agent for lenders
under the amended and restated credit agreement.  The Debtors
intend to use the bankruptcy loan to pay their debt to their pre-
bankruptcy 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
"superpriority claim status" to BofA, on behalf of the lenders.
The Debtors will also grant the lenders first priority security
interests and liens on their properties, including cash, accounts
receivable, inventories, equipment, real property and 100% of
their capital stock.  The collateral, however, does not include
the capital stock and other equity of foreign subsidiaries, among
others.

The hearing to consider final approval of the proposed DIP
financing is set on Sept. 18, 2008.  Creditors and other
concerned parties 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.  The company and its debtor-affiliate, New
Venture Real Estate Holdings, LLC, filed for Chapter 11
reorganization on Aug. 26, 2008 (Bankr. D. Del. Lead Case No.
08-11973).  Norman L. Pernick, Esq. and Patrick J. Reilley, Esq.,
at Cole, Schotz, Meisel, Forman & Leonard, represent the Debtors
as counsel.  When the Debtor filed for protection from its
creditors, it listed assets of between $10 million and $50
million, and debts of between $100 million to $500 million.


CARBONE COMPANIES: Case Summary & 26 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Carbone Companies, Inc.
         dba R.P. Carbone Company
         5885 Landerbrook Drive, Suite 110
         Cleveland, OH 44124

Bankruptcy Case No.: 08-16786

Debtor-affiliates filing separate Chapter 11 petitions:

       Entity                                   Case No.
       ------                                   --------
Carbone Properties, LLC                        08-16788
Rancho Manana Ventures, LLC                    08-10441

Type of Business: The Debtors provide construction management
                   services.

Chapter 11 Petition Date: September 4, 2008

Court: Northern District of Ohio (Cleveland)

Judge: Randolph Baxter

Debtor's Counsel: Harry W. Greenfield, Esq.
                   bankpleadings@bucklaw.com
                   600 Superior Avenue E, Suite 1400
                   Cleveland, OH 44114
                   Tel: (216) 363-1400
                   Fax: (216) 579-1020

Estimated Assets: $10 million to $50 million

Estimated Debts:  $10 million to $50 million

A. Carbone Companies, Inc.'s list of its Six Largest Unsecured
Creditors:

    Entity                                          Claim Amount
    ------                                          ------------
Pillman, LLC                                         $4,000,000
8305 Eagle Ridge Drive
Painesville, OH 44077

James Pilla                                            $275,000
8305 Eagle Ridge Drive
Painesville, OH 44077

Perk Company                                           $100,000
8100 Grand Avenue
Suite 300
Cleveland, OH 44104-3110

Capelli Enterprises                                     $62,500

Ciuni & Panichi                                         $28,135

The Talon Group                                         $10,742

B. Carbone Properties, LLC's list of its 20 Largest Unsecured
Creditors:

    Entity                        Nature of Claim   Claim Amount
    ------                        ---------------   ------------
Marshall Investments Corporation Guaranty of         $7,200,000
c/o Edward H. Arnold III         Promissory note
Baker Donelson Bearman Caldwell
201 Street St. Charles Avenue,
Suite 600
New Orleans, LA 70170

Chevron TCI, Inc.                Contract            $2,367,710
345 California Street,
30th Floor
San Francisco, CA 94104

Internal Revenue Service         Taxes                 $772,891
Cincinnati, OH 45999-0039

D.E. Williams Electrical, Inc.   Trade Debt            $460,092
16776 West Park Circle Drive
Chagrin Falls, OH 44023

American Mechanical Contractors  Trade Debt            $173,053

Thomas A. Hall Excavating &      Trade Debt            $142,622
Contracting

PDC Office Park                  Lease                 $137,891

21st Century Concrete            Trade Debt            $136,399
Construction

OCP Contractors                  Trade Debt            $117,873

Frank Novak & Sons, Inc.         Trade Debt            $117,216

Ogrinc Mechanical                Trade Debt            $102,416

Ohio & Vincinity Carpenters      Trade Debt             $97,112
Fringe

Royal Landscape-Irrigation, Inc. Trade Debt             $94,517

Infinity Paving                  Trade Debt             $91,005

Eagle Fabricators & Erectors Inc Trade Debt             $83,078

R.J. Rotz Electric               Trade Debt             $82,656

Ciuni & Panichi                  Services               $77,325

Bureau of Workers Compensation   Workers' compensation  $76,504
                                  amounts

Industrial First                 Trade Debt             $71,167

E.R. Flynn Company               Trade Debt             $71,069


CARS 2006-14: Moody's Cuts Rating on $143.7MM Notes to Ba2
----------------------------------------------------------
Moody's Investors Service has downgraded its rating on these notes
issued by Credit and Repackaged Securities Limited Series 2006-14:

Class Description: U.S. $143,750,000 Single Tranche Notes, due
Dec. 20, 2016

    -- Current Rating: Ba2

    -- Prior Rating: A3, on review for downgrade (March 11, 2008)

Originated in November 2006, Credit and Repackaged Securities
Limited Series 2006-14 is a synthetic leveraged super senior CDO
backed by investment grade corporate bonds.

Moody's rating action has applied an updated leverage super senior
monitoring tool, taking into account the new dynamics brought by
the current market crisis.

Moody's explained that the rating action has also taken into
account the amendment on May 15, 2008, to reduce the leverage and
increase the spread triggers of the transaction, the underlying
collateral risk, as well as ongoing deterioration in the credit
quality of the transaction's underlying portfolio and the
volatility in the weighted average spread of the portfolio.

According to Moody's, further widening of the weighted average
spread of the portfolio beyond a certain threshold may lead to a
trigger event, which could cause the transaction to unwind and the
underlying collateral to be liquidated.


CARS 2007-11: Moody's Cuts Rating on $143.7MM Notes to Ba3
----------------------------------------------------------
Moody's Investors Service has downgraded its rating on the
following notes issued by Credit and Repackaged Securities Limited
Series 2007-11:

Class Description: U.S. $143,750,000 Single Tranche Notes, due
Dec. 20, 2016

    -- Current Rating: Ba3

    -- Prior Rating: A3, on review for downgrade (March 11, 2008)

Originated in January 2007, Credit and Repackaged Securities
Limited Series 2007-11 is a synthetic leveraged super senior CDO
backed by investment grade corporate bonds.

Moody's rating action has applied an updated leverage super senior
monitoring tool, taking into account the new dynamics brought by
the current market crisis.

Moody's explained that the rating action has also taken into
account the amendment on May 15, 2008 to reduce the leverage and
increase the spread triggers of the transaction, the underlying
MBIA GIC collateral risk, as well as ongoing deterioration in the
credit quality of the transaction's underlying portfolio and the
volatility in the weighted average spread of the portfolio.

According to Moody's, further widening of the weighted average
spread of the portfolio beyond a certain threshold may lead to a
trigger event, which could cause the transaction to unwind and the
underlying collateral to be liquidated.  MBIA, Inc., guaranteed by
MBIA Insurance Corporation, is the GIC provider in the
transaction. Moody's downgraded its rating of MBIA Insurance
Corporation to A2 on June 19, 2008.


CASALE MARBLE: Gets Court's Approval to Use RBC's Cash Collateral
-----------------------------------------------------------------
The Hon. Paul G. Hyman, Jr., of the United States Bankruptcy Court
for the Southern District of Florida authorized Casale Marble
Imports, Inc., to access cash collateral securing repayment of the
secured loan to RBC Centura Bank until Oct. 27, 2008.

Judge Hyman also authorized the Debtor to exceed (i) any line item
on the budget by an amount equal to 10% of each line item; or (ii)
any line of item by more than 10% so long as the total of all
amounts in excess of all line items for the budget do not exceed
10% in the aggregate of the total budget.

The Debtor owes approximately $8.4 million to RBC Centura.

The cash collateral is comprised of any cash or cash equivalents,
funds or proceeds from all accounts receivable generated by the
Debtor within the meaning of Section 363 of the Bankruptcy Code.

As adequate protection, the Debtor granted the lender security
interest in and lien on the cash collateral generated from the
sale of it after the Debtor's bankruptcy filing.  The proceeds of
the cash collateral will be used to fund the Debtor's operations.

A full-text copy of the Debtor's cash collateral budget is
available for free at http://ResearchArchives.com/t/s?31dd

                         About Casale Marble

Headquartered in Delray Beach, Florida, Casale Marble Imports,
Inc. -- http://www.casalemarble.net-- is a stone supplier.  The
company filed for Chapter 11 protection on July 14, 2008 (Bankr.
S.D. Fla. Case No. 08-19689).  Paul L. Orshan, Esq., at the Law
Office of Paul L. Orshan, represents the Debtor in its
restructuring efforts.  The U.S. Trustee for Region 21 appointed
creditors to serve on an Official Committee of Unsecured
Creditors.  When the Debtor filed for protection from its
creditors, it listed assets and debts between of $10 million and
$50 million each.


CASALE MARBLE: Tabas Freedman Approved as Committee's Counsel
-------------------------------------------------------------
The Hon. Paul G. Hyman, Jr., of the United States Bankruptcy Court
for the Southern District of Florida, authorized the Official
Committee of Unsecured Creditors of Casale Marble Imports, Inc. to
employ Tabas, Freedman Soloff & Miller, P.A., as its counsel.

The Creditors' Committee members are (i) Marmi La Precisa - MLP-VC
Stone, (ii) Chariot International Pvt., Ltd., and (iii) Stocchero
Attilio & c. s.r.l. Vaile dell'industria.

The Committee told the Court that the firm has substantial
experience in reorganization cases and is qualified to act as
counsel.

Before the U.S. Trustee for Region 21 appointed the Committee, the
firm was retained by Chariot International to represent it in this
case.  On Aug. 22, 2008, Chariot's president Sandeep Wadhwa was
selected as chairman of the Committee.  The firm received
retainers from Chariot in connection with its representation of
Chariot in this case.  As a result, the firm advised Chariot that
it will withdraw as its counsel.

Scott N. Brown, Esq., an associate at the firm, assured the Court
that the firm does not hold any interests adverse to the Debtor's
estate and its creditors, and is a "disinterested person" as
defined in Section 101(14) of the Bankruptcy Code.

Mr. Brown can be reached at:

    Scott N. Brown, Esq.
    Tabas, Freedman Soloff & Miller, P.A.
    25 S.E. 2nd Avenue, Suite 919
    Miami, Florida 33131
    http://www.fsmlaw.com

                         About Casale Marble

Headquartered in Delray Beach, Florida, Casale Marble Imports,
Inc. -- http://www.casalemarble.net-- is a stone supplier.  The
company filed for Chapter 11 protection on July 14, 2008 (Bankr.
S.D. Fla. Case No. 08-19689).  Paul L. Orshan, Esq., at Law Office
of Paul L. Orshan, represents the Debtor in its restructuring
efforts.  The U.S. Trustee for Region 21 appointed creditors to
serve on an Official Committee of Unsecured Creditors.  When the
Debtor filed for protection from its creditors, it listed assets
and debts of between $10 million and $50 million each.


CHASEFLEX TRUST: Moody's Cuts Ratings on 27 Alt-A Deal Tranches
---------------------------------------------------------------
Moody's Investors Service has downgraded the ratings of 27
tranches from 2 Alt-A transactions issued by ChaseFlex.  Seven
downgraded tranches remain on review for possible downgrade.  The
collateral backing these transactions consists primarily of first-
lien, fixed and adjustable-rate, Alt-A mortgage loans.

Ratings were downgraded, in general, based on higher than
anticipated rates of delinquency, foreclosure, and REO in the
underlying collateral relative to credit enhancement levels. The
actions are a result of Moody's on-going review process.

In addition, during the course of evaluating the ChaseFlex deals
for the rating actions, it came to light that in a rating action
dated May 2, 2008, Moody's analysis of ChaseFlex Trust Series
2007-M1 contained an incorrect data entry on the delinquency as a
percentage of original balance.  This caused projected losses to
be underestimated for this transaction.  Therefore, the rating
actions for tranches from ChaseFlex Trust Series 2007-M1 are in
part due to worsened performance between the May 2nd action and
the most recent action, but also due to corrected data.

Complete rating actions are:

Issuer: ChaseFlex Trust Series 2007-3

    -- Cl. II-A-2, Downgraded to Aa2 from Aaa

    -- Cl. II-M1, Downgraded to Baa1 from A2

    -- Cl. II-M2, Downgraded to Ba1 from Baa2

    -- Cl. II-M3, Downgraded to B2 from Ba3; Placed Under Review
       for further Possible Downgrade

    -- Cl. II-M4, Downgraded to B3 from B1; Placed Under Review
       for further Possible Downgrade

    -- Cl. II-M5, Downgraded to B3 from B1; Placed Under Review
       for further Possible Downgrade

    -- Cl. II-M6, Downgraded to B3 from B2; Placed Under Review
       for further Possible Downgrade

    -- Cl. II-B1, Downgraded to Caa1 from B2

Issuer: ChaseFlex Trust Series 2007-M1

    -- Cl. 1-A1, Downgraded to Aa1 from Aaa

    -- Cl. 1-A2, Downgraded to A1 from Aaa

    -- Cl. 1-A3, Downgraded to A3 from Aaa

    -- Cl. 1-A4, Downgraded to B1 from Aaa

    -- Cl. 2-F7, Downgraded to A2 from Aaa

    -- Cl. 1-M1, Downgraded to Caa3 from B1

    -- Cl. 1-M2, Downgraded to Ca from B2

    -- Cl. 1-M3, Downgraded to Ca from B3

    -- Cl. 1-M4, Downgraded to C from B3

    -- Cl. 1-M5, Downgraded to C from B3

    -- Cl. 1-M6, Downgraded to C from B3

    -- Cl. 2-M1, Downgraded to Baa2 from Aa1

    -- Cl. 2-M2, Downgraded to Ba1 from Aa2

    -- Cl. 2-M3, Downgraded to B3 from Aa3

    -- Cl. 2-M4, Downgraded to B3 from A3; Placed Under Review
       for further Possible Downgrade

    -- Cl. 2-M5, Downgraded to B3 from Baa2; Placed Under Review
       for further Possible Downgrade

    -- Cl. 2-M6, Downgraded to B3 from Ba1; Placed Under Review
       for further Possible Downgrade

    -- Cl. 1-B1, Downgraded to C from Ca

    -- Cl. 1-B2, Downgraded to C from Ca

    -- Cl. 2-B1, Downgraded to Caa1 from B1


CLEAN HARBORS: Moody's Affirms Ba2 Corporate Family Rating
----------------------------------------------------------
Moody's Investors Service affirmed the Ba3 corporate family and
probability of default ratings and the Baa3 first lien senior
secured rating of Clean Harbors, Inc. and changed the outlook to
positive from stable.  Moody's upgraded its rating on Clean
Harbors' second lien senior secured notes to Ba2 from Ba3.

The change in outlook to positive follows the recent improvement
in Clean Harbors' credit profile, and considers the potential for
the company to pursue moderate sized acquisitions as part of its
growth initiative.  Expansion of margins and free cash flow, a
follow-on equity offering of $174 million, and the redemption of a
portion of the second lien notes due 2012 are the primary drivers
of the improvements in the company's credit profile.  Cash of
$230 million at June 30, 2008, proforma for the $50 million
July 28, 2008 notes redemption, provides a significant source of
capital for Clean Harbors to pursue acquisitive growth. Moody's
expects Clean Harbors to pursue acquisitions and believes that
some re-levering of the capital structure could result.
Nevertheless, the outlook change reflects Moody's belief that
Clean Harbors has the potential to sustain the recent improvements
in its credit profile, as long as the aggregate investment remains
moderate, the demands on cash flow of known and potential future
environmental remediation obligations do not impair the current
level of free cash flow generation and hazardous waste disposal
volumes do not materially weaken.

The upgrade of the rating of the Notes results from the
application of Moody's Loss Given Default Rating Methodology.  The
partial redemption of the Notes changed the relative composition
of the first lien, second lien and unsecured obligations in the
LGD waterfall, such that the rating on the Notes increases by one
notch to Ba2.  The company's bank credit facility is currently
rated Baa3, three notches above the corporate family and
probability of default ratings.  Further evolution of the
company's capital structure that results in a greater amount of
secured obligations in the LGD waterfall relative to unsecured
obligations could adversely affect the rating on the bank credit
facilities.

The Ba3 corporate family rating reflects Clean Harbors' leading
market position in the non-nuclear hazardous waste disposal
services sector.  Good customer and geographic diversification of
revenues, the wide scope of service offerings and the broad North
American footprint of its disposal asset base should sustain funds
from operations at levels that comfortably cover debt service
obligations over the course of the economic cycle. High entry
barriers and the potential for outsourcing of disposal by captive
waste generators should also support Clean Harbors' organic growth
prospects.  The potential re-levering of the capital structure
balances the noted supportive rating factors as does the sizeable
amount of environmental remediation obligations, which Moody's
treats as debt when measuring adjusted credit metrics.  However,
Moody's does not expect payments on these obligations to impair
cash flow generation since the obligations relate to multiple
sites, have long durations and do not typically simultaneously
settle.  Liquidity is very good and supports the Ba3 rating.

The ratings could be upgraded if Clean Harbors sustains EBIT to
Interest above 3.0 times and Debt to EBITDA below 3.0 times while
executing the anticipated acquisitive growth strategy.  The
outlook could be returned to stable if EBIT to Interest approaches
2.5 times, if Debt to EBITDA approaches 4.0 times or if
availability on the revolver falls below $25 million.

Moody's applies its Business and Consumer Services Rating
Methodology when analyzing the credit profile of Clean Harbors.
Moody's prior rating action on Clean Harbors occurred on June 28,
2007, when it upgraded the corporate family and probability of
default ratings to Ba3 from B1.

Issuer: Clean Harbors, Inc.

Outlook Actions:

    -- Outlook, Changed To Positive From Stable

Upgrades:

    -- Senior Secured Regular Bond/Debenture, Upgraded to a range
       of Ba2, LGD3, 40% from a range of Ba3, LGD3, 42%

Changes to LGD Assessment:

    -- Senior Secured Bank Credit Facility, changed to LGD2, 16%
       from LGD2, 14%

Clean Harbors, Inc., headquartered in Norwell, Massachusetts, is a
leading provider of environmental services and a leading operator
of non-nuclear hazardous waste treatment facilities in North
America.


CSFB MORTGAGE: S&P Junks 15 Series Class Certificates
-----------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 38
classes from 14 Credit Suisse First Boston Mortgage Securities
Corp. and CSFB Mortgage-Backed Trust residential mortgage-backed
securities (RMBS) transactions issued between 2002 and 2005.
S&P placed two additional ratings on CreditWatch with negative
implications.  Lastly, S&P affirmed its ratings on 384 other
classes from 30 CSFB transactions and one WaMu deal issued between
2001 and 2005.

The downgrades, affirmations, and CreditWatch placements
incorporate the current and projected losses based on the dollar
amounts of loans currently in the delinquency, foreclosure, and
real estate owned (REO) pipelines.  S&P also considered trends in
performance for specific transactions.  The lowered ratings
reflect our belief that the amount of available credit enhancement
for the downgraded deals is not sufficient to cover losses at the
previous rating levels.  Additionally, the transactions with
classes placed on CreditWatch have exhibited low losses to date,
but currently have loans in the delinquency and default pipelines
that may affect the classes if losses occur.  The affirmations
reflect sufficient credit enhancement to support the ratings at
their current levels.

A large majority of the transactions we reviewed contain multiple
structure groups. The pool factors for each structure reviewed
tended to be low and ranged from less than 1% up to 41.83%.  In
general, the structures with lower pool factors tended to be from
transactions with affirmed ratings.  Cumulative losses for the
reviewed transactions ranged from 0.00% (numerous transactions) to
1.30% (CSFB Mortgage-Backed Trust Series 2005-6, structure group
1) of the original pool balances, while severe delinquencies (90-
plus days, foreclosures, and REOs) ranged from 0% to over 50% of
the current pool balances.

The subordination of more-junior classes within each structure
provides credit support for the affected deals.  Additionally, in
some cases, overcollateralization and excess spread are utilized
within some of the structures to absorb losses and accelerate
payments to certain securityholders.  The collateral backing the
affected trusts originally consisted predominantly of Alternative-
A (Alt-A) fixed- or adjustable-rate first-lien mortgage loans on
one- to four-family residential properties.

S&P monitors these transactions over time to incorporate updated
losses and delinquency pipeline performance to determine whether
the applicable credit enhancement features are sufficient to
support the current ratings.  S&P will continue to monitor these
deals and take additional rating actions as
appropriate.

Rating actions

Credit Suisse First Boston Mortgage Securities Corp.
Series 2002-5
                               Rating
Class      CUSIP         To             From
-----      -----         --             ----
IV-B-3     22540VA36     BB             AA

Credit Suisse First Boston Mortgage Securities Corp.
Series 2003-AR5
                               Rating
Class      CUSIP         To             From
-----      -----         --             ----
C-B-3      22541NC56     AA-/Watch Neg  AA-
C-B-4      22541NC72     BB             BBB
C-B-5      22541NC80     CCC            B+

Credit Suisse First Boston Mortgage Securities Corp.
Series 2003-AR9
                               Rating
Class      CUSIP         To             From
-----      -----         --             ----
C-B-4      22541NR92     BB             BBB-
C-B-5      22541NS26     CCC            B+

Credit Suisse First Boston Mortgage Securities Corp.
Series 2003-AR12
                               Rating
Class      CUSIP         To             From
-----      -----         --             ----
IV-M-2     22541N5D7     B              A
C-B-4      22541N5K1     B              BB
C-B-5      22541N5L9     CCC            B

Credit Suisse First Boston Mortgage Securities Corp.
Series 2003-AR18
                               Rating
Class      CUSIP         To             From
-----      -----         --             ----
C-B-4      22541QFN7     BBB-/Watch Neg BBB-
C-B-5      22541QFP2     CCC            B

Credit Suisse First Boston Mortgage Securities Corp.
Series 2003-AR22
                               Rating
Class      CUSIP         To             From
-----      -----         --             ----
C-B-5      22541QRY0     CCC            B

Credit Suisse First Boston Mortgage Securities Corp.
Series 2003-AR26
                               Rating
Class      CUSIP         To             From
-----      -----         --             ----
IX-M-3     22541QA36     CCC            A-
C-B-5      22541QB27     CCC            B

Credit Suisse First Boston Mortgage Securities Corp.
Series 2003-AR30
                               Rating
Class      CUSIP         To             From
-----      -----         --             ----
C-B-5      22541QZ21     CCC            B

Credit Suisse First Boston Mortgage Securities Corp.
Series 2004-AR4
                               Rating
Class      CUSIP         To             From
-----      -----         --             ----
V-M-1      22541SFH6     BB             AA
V-M-2      22541SFL7     B              A+
C-B-3      22541SFR4     BB             BBB
C-B-4      22541SFU7     B              BB
C-B-5      22541SFV5     D              B

Credit Suisse First Boston Mortgage Securities Corp.
Series 2004-AR5
                               Rating
Class      CUSIP         To             From
-----      -----         --             ----
C-B-5      22541SKB3     CCC            B
I-B-4      22541SKD9     B              BB
I-B-5      22541SKE7     CCC            B
11-M-2     22541SJT6     B+             A+
11-M-3     22541SJU3     B              A-

Credit Suisse First Boston Mortgage Securities Corp.
Series 2004-AR6
                               Rating
Class      CUSIP         To             From
-----      -----         --             ----
C-B-4      22541SQK7     B              BB
C-B-5      22541SQL5     D              B
9-M-2      22541SPG7     D              A+

Credit Suisse First Boston Mortgage Securities Corp.
Series 2004-AR7
                               Rating
Class      CUSIP         To             From
-----      -----         --             ----
C-B-4      22541SRJ9     B              BB
C-B-5      22541SRK6     CCC            B
6-M-1      22541SRY6     A              AA
6-M-2      22541SRZ3     B              A
6-M-3      22541SSA7     CCC            BBB+

Credit Suisse First Boston Mortgage Securities Corp.
Series 2004-AR8
                               Rating
Class      CUSIP         To             From
-----      -----         --             ----
C-B-5      22541SYC6     CCC            B
8-M-1      22541SXR4     BBB            AA
8-M-2      22541SXS2     B              A
8-M-3      22541SXT0     CCC            BBB+

CSFB Mortgage-Backed Trust Series 2005-6
Series 2005-6
                               Rating
Class      CUSIP         To             From
-----      -----         --             ----
I-M-2      225458YJ1     BB             A
I-M-3      225458YK8     B              BBB+
I-M-4      225458YL6     CCC            BBB-

Ratings affirmed

Credit Suisse First Boston Mortgage Securities Corp.
Series 2001-26
Class      CUSIP         Rating
-----      -----         ------
V-A-1      22540VFQ0     AAA
V-A-2      22540VFR8     AAA
III-X      22540VFT4     AAA
A-P        22540VFU1     AAA
D-B-1      22540VFZ0     AAA
D-B-2      22540VGA4     AAA
D-B-3      22540VGB2     A+
D-B-4      22540VEB4     BB

WaMu Mortgage-Backed Pass-Through Certificates Series 2001-AR5

Class      CUSIP         Rating
-----      -----         ------
I-A        22540VLE0     AAA
B-1        22540VLG5     AAA
B-2        22540VLH3     AAA
B-3        22540VLJ9     AA-

Credit Suisse First Boston Mortgage Securities Corp.
Series 2001-33
Class      CUSIP         Rating
-----      -----         ------
III-A-5    22540VRL8     AAA
III-A-7    22540VRN4     AAA
III-X      22540VRR5     AAA
A-P        22540VRT1     AAA
III-B-1    22540VRV6     AAA
III-B-2    22540VRW4     AA
III-B-3    22540VRX2     A

Credit Suisse First Boston Mortgage Securities Corp.
Series 2002-5
Class      CUSIP         Rating
-----      -----         ------
IV-A-1     22540VZT2     AAA
C-X        22540VZU9     AAA
IV-X       22540VZV7     AAA
C-P        22540VZW5     AAA
P-P        22540VZX3     AAA
IV-P       22540VZY1     AAA
IV-B-1     22540VZZ8     AAA
IV-B-2     22540VA28     AAA

Credit Suisse First Boston Mortgage Securities Corp.
Series 2002-AR17
Class      CUSIP         Rating
-----      -----         ------
1-A-1      22540VS78     AAA
2-A-1      22540VS94     AAA
1-X        22540VS86     AAA
2-X        22540VT36     AAA
C-B-1      22540VT51     AAA
C-B-2      22540VT69     AAA
C-B-3      22540VT77     AA+

Credit Suisse First Boston Mortgage Securities Corp.
Series 2002-10
Class      CUSIP         Rating
-----      -----         ------
I-A-5      22540VQ21     AAA
I-M-1      22540VQ70     AA
I-M-2      22540VQ88     A
I-PP       22540VR95     AAA

Credit Suisse First Boston Mortgage Securities Corp.
Series 2002-AR13
Class      CUSIP         Rating
-----      -----         ------
I-A        22540VW24     AAA
II-A       22540VW32     AAA
III-A      22540VW40     AAA
III-X      22540VW73     AAA
IV-A       22540VW57     AAA
C-B-1      22540VX23     AAA
C-B-2      22540VX31     AA+
C-B-3      22540VX49     AA-
V-M-2      22540VW99     AA
V-B        22540VX56     BBB

Credit Suisse First Boston Mortgage Securities Corp.
Series 2002-AR21
Class      CUSIP         Rating
-----      -----         ------
I-A-1      22540V4R0     AAA
II-A-1     22540V4S8     AAA
III-A-3    22540V4V1     AAA
I-X        22540V4X7     AAA
II-X       22540V4Y5     AAA
III-X      22540V4Z2     AAA
C-B-1      22540V5C2     AAA
C-B-2      22540V5D0     AA+
C-B-3      22540V5E8     BBB+
IV-M-1     22540V5A6     AAA
IV-M-2     22540V5B4     AA+
IV-B       22540V5F5     BBB

Credit Suisse First Boston Mortgage Securities Corp.
Series 2002-AR25
Class      CUSIP         Rating
-----      -----         ------
I-A-1      22541NEE5     AAA
I-A-2      22541NEF2     AAA
II-A-1     22541NEG0     AAA
I-X        22541NEJ4     AAA
II-X       22541NEK1     AAA
C-B-1      22541NEN5     AAA
C-B-2      22541NEP0     AA
C-B-3      22541NEQ8     A-
III-M-2    22541NEM7     A

Credit Suisse First Boston Mortgage Securities Corp.
Series 2002-AR28
Class      CUSIP         Rating
-----      -----         ------
I-A-1      22541NNM7     AAA
I-A-2      22541NNN5     AAA
II-A-1     22541NNP0     AAA
II-A-2     22541NNQ8     AAA
II-A-3     22541NNR6     AAA
II-A-4     22541NPJ2     AAA
I-X        22541NNV7     AAA
II-X       22541NNW5     AAA
C-B-1      22541NPA1     AAA
C-B-2      22541NPB9     AA+
C-B-3      22541NPC7     A-
III-M-2    22541NNZ8     A+

Credit Suisse First Boston Mortgage Securities Corp.
Series 2002-AR31
Class      CUSIP         Rating
-----      -----         ------
I-A-1      22541NSP5     AAA
II-A-1     22541NSQ3     AAA
III-A-1    22541NSR1     AAA
IV-A-1     22541NSS9     AAA
IV-A-2     22541NST7     AAA
IV-A-3     22541NSU4     AAA
V-A-1      22541NSV2     AAA
VI-A-1     22541NSW0     AAA
I-X        22541NSY6     AAA
II-X       22541NSZ3     AAA
III-X      22541NTA7     AAA
V-X        22541NTC3     AAA
VI-X       22541NTD1     AAA
VII-M-2    22541NTF6     BBB
C-B-1      22541NTG4     AA+
C-B-2      22541NTH2     AA-
C-B-3      22541NTJ8     BBB+
C-B-1-X         AA+

Credit Suisse First Boston Mortgage Securities Corp.
Series 2003-AR2
Class      CUSIP         Rating
-----      -----         ------
I-A-1      22541NZK8     AAA
II-A-1     22541NZL6     AAA
III-A-1    22541NZM4     AAA
IV-A-1     22541NZN2     AAA
V-A-1      22541NZP7     AAA
C-B-1      22541NZS1     AA+
C-B-2      22541NZT9     AA
C-B-3      22541NZU6     A
C-B-4      22541NZW2     BBB
C-B-5      22541NZX0     B

Credit Suisse First Boston Mortgage Securities Corp.
Series 2003-AR5
Class      CUSIP         Rating
-----      -----         ------
I-A-1      22541NA90     AAA
I-A-2      22541NB24     AAA
II-A-1     22541NB32     AAA
II-A-2     22541NB40     AAA
II-A-3     22541NB57     AAA
III-A-1    22541NB65     AAA
I-X        22541NB73     AAA
II-X       22541NB81     AAA
III-M-1    22541NB99     AA+
III-M-2    22541NC23     A
C-B-1      22541NC31     AAA
C-B-2      22541NC49     AA+

Credit Suisse First Boston Mortgage Securities Corp.
Series 2003-AR9
Class      CUSIP         Rating
-----      -----         ------
I-A-1      22541NQ36     AAA
I-A-2      22541NQ44     AAA
I-A-3      22541NQ51     AAA
II-A-1     22541NQ69     AAA
II-A-2     22541NQ77     AAA
III-A-1    22541NQ85     AAA
I-X        22541NQ93     AAA
II-X       22541NR27     AAA
AR         22541NR84     AAA
III-M-1    22541NR35     AA+
III-M-2    22541NR43     A
C-B-1      22541NR50     AAA
C-B-2      22541NR68     AA
C-B-3      22541NR76     A+

Credit Suisse First Boston Mortgage Securities Corp.
Series 2003-AR12
Class      CUSIP         Rating
-----      -----         ------
I-A-1      22541N4S5     AAA
I-A-2      22541N4T3     AAA
II-A-1     22541N4U0     AAA
II-A-2     22541N4V8     AAA
II-A-3     22541N4W6     AAA
III-A-1    22541N4X4     AAA
III-X-A-1  22541N5B1     AAA
IV-M-1     22541N5C9     AA
C-B-1      22541N5E5     AA+
C-B-2      22541N5F2     AA-
C-B-3      22541N5G0     A

Credit Suisse First Boston Mortgage Securities Corp.
Series 2003-AR15
Class      CUSIP         Rating
-----      -----         ------
I-A-1      22541QCS9     AAA
II-A-1     22541QCT7     AAA
II-A-2     22541QCU4     AAA
III-A-1    22541QCV2     AAA
II-X       22541QCX8     AAA
IV-M-1     22541QCY6     AA+
IV-M-2     22541QCZ3     A
C-B-1      22541QDA7     AAA
C-B-2      22541QDB5     AA+
C-B-3      22541QDC3     A+
C-B-4      22541QCN0     BB+
C-B-5      22541QCP5     B

Credit Suisse First Boston Mortgage Securities Corp.
Series 2003-AR18
Class      CUSIP         Rating
-----      -----         ------
I-A-1      22541QEZ1     AAA
II-A-1     22541QFA5     AAA
II-A-2     22541QFB3     AAA
II-A-3     22541QFC1     AAA
II-A-4     22541QFD9     AAA
III-A-1    22541QFE7     AAA
II-X       22541QFF4     AAA
IV-A-1     22541QKG6     AAA
IV-M-1     22541QFG2     AA+
IV-M-2     22541QFH0     A+
IV-M-3     22541QKK7     A-
C-B-1      22541QFJ6     AAA
C-B-2      22541QFK3     AA
C-B-3      22541QFL1     A

Credit Suisse First Boston Mortgage Securities Corp.
Series 2003-AR20
Class      CUSIP         Rating
-----      -----         ------
I-A-1      22541QKW1     AAA
II-A-1     22541QKX9     AAA
II-A-2     22541QKY7     AAA
II-A-3     22541QKZ4     AAA
II-A-4     22541QNF5     AAA
III-A-1    22541QLA8     AAA
IV-A-1     22541QLB6     AAA
II-X       22541QLC4     AAA
IV-M-1     22541QLD2     AA
IV-M-2     22541QLE0     A+
IV-M-3     22541QLF7     A-
C-B-1      22541QLG5     AA+
C-B-2      22541QLH3     A+
C-B-3      22541QLJ9     BBB+
C-B-4      22541QLL4     BB+
C-B-5      22541QLN0     B

Credit Suisse First Boston Mortgage Securities Corp.
Series 2003-AR22
Class      CUSIP         Rating
-----      -----         ------
I-A-1      22541QRE4     AAA
II-A-4     22541QRJ3     AAA
II-A-5     22541QRK0     AAA
III-A-1    22541QRL8     AAA
IV-A-1     22541QRM6     AAA
II-X       22541QRN4     AAA
IV-M-1     22541QRP9     AA+
IV-M-2     22541QRQ7     A+
IV-M-3     22541QRR5     A-
C-B-1      22541QRS3     AA
C-B-2      22541QRT1     A
C-B-3      22541QRU8     BBB
C-B-4      22541QRX2     BB

Credit Suisse First Boston Mortgage Securities Corp.
Series 2003-21
Class      CUSIP         Rating
-----      -----         ------
III-A-1    22541QPW6     AAA
III-A-2    22541QPX4     AAA
III-A-3    22541QPY2     AAA
III-X      22541QQD7     AAA
IV-A-1     22541QPZ9     AAA
V-A-1      22541QQA3     AAA
V-P        22541QQH8     AAA
A-X        22541QQE5     AAA
III-B-1    22541QQM7     AA
III-B-2    22541QQN5     A
III-B-3    22541QQP0     BBB
III-B-4    22541QQY1     BB
III-B-5    22541QQZ8     B-
D-B-3      22541QQS4     BBB-

Credit Suisse First Boston Mortgage Securities Corp.
Series 2003-AR24
Class      CUSIP         Rating
-----      -----         ------
I-A-1      22541QUJ9     AAA
II-A-4     22541QUN0     AAA
III-A-1    22541QUP5     AAA
IV-A-1     22541QUQ3     AAA
V-A-1      22541QUR1     AAA
II-X       22541QVC3     AAA
V-X        22541QUT7     AAA
C-B-1      22541QUX8     AA
VI-M-1     22541QUU4     AA+
VI-M-2     22541QUV2     A+
C-B-2      22541QUY6     A
VI-M-3     22541QUW0     A-
C-B-3      22541QUZ3     BBB
C-B-4      22541QUE0     BB
C-B-5      22541QUF7     B

Credit Suisse First Boston Mortgage Securities Corp.
Series 2003-AR26
Class      CUSIP         Rating
-----      -----         ------
I-A-1      22541QZP0     AAA
II-A-1     22541QZQ8     AAA
III-A-1    22541QZR6     AAA
III-A-2    22541QF64     AAA
IV-A-1     22541QZS4     AAA
V-A-1      22541QZT2     AAA
VI-A-1     22541QZU9     AAA
VII-A-1    22541QZV7     AAA
VIII-A-1   22541QZW5     AAA
III-X      22541QZY1     AAA
C-B-1      22541QA44     AA
IX-M-1     22541QZZ8     AA+
IX-M-2     22541QA28     A+
C-B-2      22541QA51     A
C-B-3      22541QA69     BBB
C-B-4      22541QA93     BB

Credit Suisse First Boston Mortgage Securities Corp.
Series 2003-AR28
Class      CUSIP         Rating
-----      -----         ------
I-A-1      22541QT77     AAA
II-A-1     22541QT85     AAA
III-A-1    22541QT93     AAA
IV-A-1     22541QU26     AAA
V-A-1      22541QU34     AAA
VI-A-1     22541QU42     AAA
VI-M-1     22541QU67     AA+
C-B-1      22541QU91     AA
VI-M-2     22541QU75     A+
C-B-2      22541QV25     A
VI-M-3     22541QU83     A-
C-B-3      22541QV33     BBB
C-B-4      22541QS78     BB
C-B-5      22541QS86     B

Credit Suisse First Boston Mortgage Securities Corp.
Series 2003-AR30
Class      CUSIP         Rating
-----      -----         ------
I-A-1      22541QZ96     AAA
II-A-1     22541Q2A9     AAA
III-A-1    22541Q2B7     AAA
IV-A-1     22541Q2C5     AAA
V-A-1      22541Q2D3     AAA
VI-A-1     22541Q2E1     AAA
VI-A-2     22541Q4T6     AAA
VI-M-1     22541Q2F8     AA+
C-B-1      22541Q2J0     AA
VI-M-2     22541Q2G6     A
C-B-2      22541Q2K7     A
C-B-3      22541Q2L5     BBB
C-B-4      22541QY97     BB

Credit Suisse First Boston Mortgage Securities Corp.
Series 2004-AR3
Class      CUSIP         Rating
-----      -----         ------
I-A-1      22541SDR6     AAA
II-A-1     22541SDS4     AAA
III-A-1    22541SDT2     AAA
III-A-2    22541SDU9     AAA
IV-A-1     22541SDV7     AAA
V-A-1      22541SDW5     AAA
VI-A-2     22541SDY1     AAA
VI-A-4     22541SEA2     AAA
I-X        22541SEB0     AAA
II-X       22541SEC8     AAA
III-X      22541SED6     AAA
VI-M-1     22541SEE4     AA
C-B-1      22541SEH7     AA
VI-M-2     22541SEF1     A+
C-B-2      22541SEJ3     A
VI-M-3     22541SEG9     A-
C-B-3      22541SEK0     BBB
C-B-4      22541SDH8     BB
C-B-5      22541SDJ4     B

Credit Suisse First Boston Mortgage Securities Corp.
Series 2004-AR4
Class      CUSIP         Rating
-----      -----         ------
I-A-1      22541SEY0     AAA
II-A-1     22541SEZ7     AAA
II-A-2     22541SFX1     AAA
III-A-1    22541SFA1     AAA
IV-A-1     22541SFB9     AAA
V-A-1      22541SFC7     AAA
V-A-2      22541SFD5     AAA
V-A-5      22541SFG8     AAA
V-A-4      22541SFF0     AAA
I-X        22541SFJ2     AAA
II-X       22541SFK9     AAA
C-B-1      22541SFP8     AA
C-B-2      22541SFQ6     A

Credit Suisse First Boston Mortgage Securities Corp.
Series 2004-AR5
Class      CUSIP         Rating
1-A-1      22541SHY7     AAA
2-A-1      22541SHZ4     AAA
2-A-2      22541SJA7     AAA
2-X        22541SJQ2     AAA
3-A-1      22541SJB5     AAA
4-A-1      22541SJC3     AAA
5-A-1      22541SJD1     AAA
6-A-1      22541SJE9     AAA
7-A-1      22541SJF6     AAA
7-A-2      22541SLG1     AAA
7-A-3      22541SLH9     AAA
7-X        22541SLJ5     AAA
8-A-1      22541SJG4     AAA
9-A-1      22541SJH2     AAA
9-X        22541SJR0     AAA
10-A-1     22541SJJ8     AAA
10-A-2     22541SLL0     AAA
11-A-1     22541SJK5     AAA
11-A-2     22541SJL3     AAA
A-IO       22541SLK2     AAA
C-B-1      22541SJV1     AA+
C-B-2      22541SJW9     A+
C-B-3      22541SJX7     BBB
C-B-4      22541SKA5     BB+
I-B-1      22541SKQ0     AA+
I-B-2      22541SKR8     A+
I-B-3      22541SKS6     BBB+
11-M-1     22541SJS8     AA

Credit Suisse First Boston Mortgage Securities Corp.
Series 2004-AR6
Class      CUSIP         Rating
-----      -----         ------
1-A-1      22541SNT1     AAA
2-A-1      22541SNU8     AAA
3-A-1      22541SNV6     AAA
4-A-1      22541SNW4     AAA
5-A-1      22541SNX2     AAA
5-A-2      22541SQU5     AAA
6-A-1      22541SNY0     AAA
7-A-1      22541SNZ7     AAA
8-A-1      22541SPA0     AAA
C-B-1      22541SPJ1     AA
C-B-1X     22541SQT8     AA
C-B-2      22541SPK8     A
C-B-3      22541SPL6     BBB
9-A-1      22541SPB8     AAA
9-A-2      22541SPC6     AAA
9-A-4      22541SPE2     AAA
9-M-1      22541SPF9     AA

Credit Suisse First Boston Mortgage Securities Corp.
Series 2004-AR7
Class      CUSIP         Rating
-----      -----         ------
1-A-1      22541SRN0     AAA
2-A-1      22541SRP5     AAA
3-A-1      22541SRQ3     AAA
4-A-1      22541SRR1     AAA
5-A-1      22541SRS9     AAA
6-A-1      22541SRT7     AAA
6-A-2      22541SRU4     AAA
6-A-4      22541SRW0     AAA
6-A-5      22541SRX8     AAA
C-B-1      22541SSC3     AA
C-B-1X     22541SSF6     AA
C-B-2      22541SSD1     A
C-B-3      22541SSE9     BBB-

Credit Suisse First Boston Mortgage Securities Corp.
Series 2004-AR8
Class      CUSIP         Rating
-----      -----         ------
1-A-1      22541SXD5     AAA
2-A-1      22541SXE3     AAA
3-A-1      22541SXF0     AAA
4-A-1      22541SXG8     AAA
5-A-1      22541SXH6     AAA
6-A-1      22541SXJ2     AAA
7-A-1      22541SXK9     AAA
8-A-1      22541SXL7     AAA
8-A-2      22541SXM5     AAA
8-A-4      22541SXP8     AAA
8-A-5      22541SXQ6     AAA
8-A-6      22541SYX0     AAA
C-B-1      22541SXV5     AA
C-B-1X     22541SXY9     AA
C-B-2      22541SXW3     A-
C-B-3      22541SXX1     BBB-
C-B-4      22541SYB8     BB

CSFB Mortgage-Backed Trust Series 2005-6
Series 2005-6
Class      CUSIP         Rating
-----      -----         ------
I-A-2      225458XG8     AAA
I-A-3      225458XH6     AAA
I-A-4      225458XJ2     AAA
I-M-1      225458YH5     AA


CSFB HEMT: Fitch Junks Rating on Class 2A1 RMBS Securities
----------------------------------------------------------
Fitch Ratings downgraded one of these classes of subprime HELOC
residential mortgage-backed securities.

CSFB HEMT 2006-2 Group 2 (100% HELOC)
   -- Class 2A1 downgraded to 'CCC' from 'BBB';
   -- Class 2M1 remains at 'C/DR6';
   -- Class 2M2 remains at 'C/DR6'.

Class 2A1 is insured by FGIC.  Fitch's policy is to maintain
ratings on insured transactions at the higher of the underlying
rating of the insured transaction if rated by Fitch or the rating
of the insurer.

Fitch downgraded FGIC's Insurer Financial strength rating to 'CCC'
and also placed the IFS on Rating Watch Evolving.


DAVID SILVERIA: Case Summary & Two Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: David Silveria
         a.k.a. David Randall Silveria
         18962 Rockinghorse Lane
         Huntington Beach, CA 92648

Bankruptcy Case No.: 08-15546

Chapter 11 Petition Date: September 9, 2008

Court: Central District Of California (Santa Ana)

Judge: Robert N. Kwan

Debtors' Counsel: Warren G Enright, Esq.
                   enrightlawcenter@gmail.com
                   25219 Terreno Drive
                   Mission Viejo, CA 92961
                   Tel: (949) 419-6895
                   Fax: (949) 419-6875

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

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

A copy of the Debtor's petition is available for free at:

              http://bankrupt.com/misc/cacb08-15546.pdf


DEBUT BROADCASTING: Maddox Ungar Expresses Going Concern Doubt
--------------------------------------------------------------
Maddox Ungar Silberstein, PLLC, raised substantial doubt about
Debut Broadcasting Corporation, Inc.'s ability to continue as a
going concern after it audited the company's financial statements
for the year ended Dec. 31, 2007.  The auditor reported that the
company has incurred losses from operations and is in need of
additional capital to grow its operations so that it can become
profitable.

The company posted a net loss of $1,696,494 on gross revenues of
$2,970,965 for the year ended Dec. 31, 2007, as compared with a
net loss of $176,023 on gross revenues of $2,753,244 in the prior
year.

The company has limited working capital and had significant
historical operating losses from sales of products and services.
These factors create substantial doubt about its ability to
continue as a going concern.  The company's ability to continue as
a going concern is dependent on its ability to generate cash from
the sale of its common stock and obtain debt financing and
attaining future profitable operations.  There can be no assurance
that the company will be successful in these efforts.

As of Dec. 31, 2007, one customer represented 66% of the company's
accounts receivable as reflected on the consolidated balance
sheet.  As of Dec. 31, 2006, two customers represented 19% and 48%
of the company's total accounts receivable.

During 2007, one customer accounted for 66% of the company's net
revenue as reflected on the consolidated statement of operations.
For the year ended Dec. 31, 2006, two customers accounted for 37%
and 26% of the company's net revenues.

At Dec. 31, 2007, the company's balance sheet showed $2,376,310 in
total assets, $1,605,447 in total liabilities, and $770,863 in
total stockholders' equity.

The company's consolidated balance sheet at Dec. 31, 2007, also
showed strained liquidity with $704,611 in total current assets
available to pay $1,004,073 in total current liabilities.

A full-text copy of the company's 2007 annual report is available
for free at http://ResearchArchives.com/t/s?31d3

                      About Debut Broadcasting

Debut Broadcasting Corporation, Inc. (OTC BB: DBTB) --
http://www.debutbroadcasting.com/-- is a radio broadcasting and
syndication company that produces and distributes syndicated radio
programming to radio stations in the United States and Canada.
The company maintains radio syndication in Nashville, Tenn., and
produces and distributes 15 radio programs, which are broadcasted
over approximately 1,400 radio station affiliates.  It owns and
operates five broadcast radio stations, which include WIQQ FM
102.3 MHz in Leland, WBAQ FM 97.9 MHz and WNIX AM 1330 kHz in
Greenville, and WNLA FM 105.5 MHz and WNLA AM 1380 kHz in
Indianola, Miss.  The company is based in Nashville, Tenn.


DESTINY HOMES: Case Summary & 60 Unsecured Creditors
----------------------------------------------------
Debtor: Destiny Homes of Phoenix, LLC
         6832 South 38th Place
         Phoenix, AZ 85042

Bankruptcy Case No.: 08-11903

Chapter 11 Petition Date: September 8, 2008

Court: District of Arizona (Phoenix)

Debtors' Counsel: Christopher A. Lavoy, Esq.
                   cal@lavoychernoff.com
                   Lavoy & Chernoff PC
                   201 North Central Avenue, Suite 3300
                   Phoenix, AZ 85004-1052
                   Tel: (602) 253-3330
                   Fax: (602) 253-3389

Total Assets: $3,655,797

Total Debts: $5,344,022

A copy of the Debtor's petition is available for free at:

              http://bankrupt.com/misc/azb08-11903.pdf


DEUTSCHE ALT-A: Moody's Publishes Underlying Ratings on Notes
-------------------------------------------------------------
Moody's Investors Service has published the underlying ratings on
the following insured notes as identified below, and has taken
action on certain of these tranches accordingly.  The ratings of
these insured notes were previously derived from public ratings on
non-sequential pari passu (i.e. at the same level of seniority) or
more junior uninsured tranches of the same deals.

The underlying ratings reflect the intrinsic credit quality of the
notes in the absence of the guarantee.  The ratings on securities
that are guaranteed or "wrapped" by a financial guarantor is the
higher of a) the rating of the guarantor or b) the published
underlying rating.  The current ratings on the below notes are
consistent with Moody's practice of rating insured securities at
the higher of the guarantor's insurance financial strength rating
and any underlying rating that is public.

Complete rating actions are:

Issuer: Deutsche Alt-A Securities Mortgage Loan Trust, Series
2007-1

    -- Cl. 1-A-4A, Downgraded to A2 from Aaa

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

       -- Underlying Rating: A2

Issuer: Deutsche Alt-A Securities Mortgage Loan Trust, Series
2007-AR3

    -- Cl. 1-A-1

       -- Current Rating: A2

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

       -- Underlying Rating: Caa2

    -- Cl. 1-A-2

       -- Current Rating: A2

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

       -- Underlying Rating: Caa2

    -- Cl. 1-A-3

       -- Current Rating: A2

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

       -- Underlying Rating: Caa2

    -- Cl. 1-A-4

       -- Current Rating: A2

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

       -- Underlying Rating: Caa2

Issuer: Deutsche Alt-B Securities Mortgage Loan Trust, Series
2006-AB1

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

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

       -- Underlying Rating: Baa2

Issuer: Deutsche Alt-B Securities Mortgage Loan Trust, Series
2006-AB4

    -- Cl. A-1B-2

       -- Current Rating: Aaa

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

       -- Underlying Rating: Aaa

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

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

       -- Underlying Rating: Ba1

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

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

       -- Underlying Rating: Baa3

    -- Cl. A-5

       -- Current Rating: Aaa, on review for possible downgrade

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

       -- Underlying Rating: Baa3

    -- Cl. A-7

       -- Current Rating: Aaa, on review for possible downgrade

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

       -- Underlying Rating: Ba1

Issuer: Deutsche Alt-B Securities, Inc. Mortgage Loan Trust Series
2006-AB2

    -- Cl. A-4

       -- Current Rating: Aa3

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

       -- Underlying Rating: A3

    -- Cl. A-5A

       -- Current Rating: Aa3

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

       -- Underlying Rating: A2

    -- Cl. A-6

       -- Current Rating: Aa3

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

       -- Underlying Rating: Baa1

Issuer: Deutsche Alt-B Securities, Inc. Mortgage Loan Trust Series
2006-AB3

    -- Cl. A-4

       -- Current Rating: Aaa, on review for possible downgrade

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

       -- Underlying Rating: Ba2

    -- Cl. A-5A

Current Rating: Aaa, on review for possible downgrade

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

       -- Underlying Rating: Ba2

    -- Cl. A-6

       -- Current Rating: Aaa, on review for possible downgrade

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

       -- Underlying Rating: Ba3


DOUBLE JJ: Closes Business After 71 Years
-----------------------------------------
Carpenter Lake Development, Inc., which does business as Double JJ
Realty, and its debtor-affiliates in Rothbury in western Michigan,
have on Sept. 3 shut their doors after 71 years, reports Detroit
Free Press.

Operating in Chapter 11 bankruptcy since July 2008, the Debtors
ran out of resources to keep going, laying off 150 workers,
according to the report.  A property auction will be held in
October, the report quotes the Debtors' web site as announcing.
In their web site, the Debtors reportedly said they will still
have access to their property.

Based in Rothbury, Michigan, Carpenter Lake Development, Inc.,
which does business as Double JJ Realty, owns a 1,500-acre horse
ranch and resort, and also a waterpark.  On July 18, 2008, the
Company and two affiliates filed for Chapter 11 bankruptcy
protection in the United States Bankruptcy Court for the Western
District of Michigan.  Steven L. Rayman, Esq., at Rayman & Stone
and Michael S. McElwee, Esq., at Varnum, Riddering, Schmidt &
Howlett, LLP, represent the Debtors in their restructuring
efforts.  When the lead debtor filed for bankruptcy, it listed
less than $50,000 in estimated assets and the same amount of
debts.


ENHANCED MORTGAGE: Fitch Cuts and Withdraws Ratings on Two Classes
------------------------------------------------------------------
Fitch Ratings downgraded and withdrawn its ratings on Enhanced
Mortgage Backed Securities Fund III Limited effective immediately:

   -- $130,000,000 class A-1 notes PIF;
   -- $14,000,000 class A-2 notes PIF;
   -- $20,000,000 class A-3 notes are downgraded to 'C/DR4' from
      'B-' and withdrawn;

   -- $6,000,000 class A-4 notes are downgraded to 'C/DR6' from
      'CCC' and withdrawn;

   -- $30,000,000 preference shares are downgraded to 'C/DR4' from
      'CCC' and withdrawn.

These actions reflect EMBS III's portfolio liquidation.  The class
A-1 and class A-2 notes have been paid in full.  The class A-3
notes are expected to receive approximately 40% of note value at
the end of September.  Class A-4 will not receive any principal
payments.  The preference share rating is principal only and is
credited with the $ 11,403,716 of interest payments received to
date.  The recovery is 28% and therefore receives a DR4 recovery
rating.


FELDMAN MALL: May File for Chapter 11 Protection in Fourth Quarter
------------------------------------------------------------------
The Wall Street Journal reports that Feldman Mall Properties Inc.
said in a filing with the U.S. Securities and Exchange Commission
that it may have to file for Chapter 11 protection as early as the
fourth quarter.

According to Cincinnati.com, Feldman Mall said it lost
$78.9 million in the second quarter ended June 30, 2008.  The
Business Courier of Cincinnati relates that the losses were mainly
due to $78.7 million in "impairment" charges for three of Feldman
Mall's properties -- Colonie Center in Albany, Harrisburg Mall in
Harrisburg, and Tallahassee Mall in Tallahassee.  Cincinnati.com
states that a large part of the loss was due to write-downs on the
value of several of the company's malls.

Feldman Mall thinks it won't be profitable this year or even in
2009, James Bernstein at Newsday reports.

Feldman Mall said in its SEC filing that it has $7.5 million in
cash and no borrowing capacity remaining, WSJ relates.  Feldman
Mall's business, which involves purchasing financially troubled
malls, renovating them, improving their retailer lineups and
selling them at a higher price, demands significant capital, the
report says.  Cincinnati.com states that in the previous six
months, Feldman Mall spent $7.6 million on operations.

Cincinnati.com relates that Feldman Mall said in its latest
quarterly report that it can't come up with options to pay for
ongoing operations.  The company's SEC filing cited several
tenants who have filed for Chapter 11 bankruptcy, Cincinnati.com
states.  The Business Courier says that Boscov's and Steve &
Barry's are among those that filed for bankruptcy protection.

Cincinnati.com reports that Feldman Mall said it might have to
sell properties, issue more long-term debt or equity, or seek
"significant modifications" to current debt agreements.  "The
current economic and business environment makes the achievement of
any such transactions especially difficult," Cincinnati.com quoted
Feldman Mall as saying.

MacKenzie Patterson Fuller Limited Partnership's senior vice
president and general counsel, Chip Patterson, said the company
offered in August to purchase up to 100% of Feldman Mall stock, or
at least 51% of that company, for $1.50 per share, Cincinnati.com
states.  MPF feels that the shares are trading at a price that is
significantly below their net asset value, the report says, citing
Mr. Patterson.

Newsday relates that the New York Stock Exchange delisted the
Feldman Mall shares, which now trade on the Over-The-Counter
Market.

                         About Feldman Mall

Headquartered in Great Neck, New York, Feldman Mall Properties,
Inc. -- http://www.feldmanmall.com/-- is a real estate investment
trust formed to continue the business of Feldman Equities of
Arizona to acquire, renovate and reposition retail shopping malls.
On Dec. 31, 2007, the company's portfolio consisted of four wholly
owned malls, identified as the Stratford Square Mall, the
Tallahassee Mall, the Northgate Mall, Ohio and the Golden Triangle
Mall; a 25% interest in each of two joint ventures that own the
Harrisburg Mall in Harrisburg, Pennsylvania and the Colonie Center
Mall in Albany; and a 30.8% interest in the Foothills Mall in
Tucson, Arizona.  The company was formed in July 2004.


FEREYDOUN SALIMI: Case Summary & 19 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Fereydoun Salimi
         2601 Cool Spring Road
         Adelphi, MD 20783

Bankruptcy Case No.: 08-21492

Chapter 11 Petition Date: September 8, 2008

Court: District of Maryland (Greenbelt)

Judge: Paul Mannes

Debtors' Counsel: James Greenan, Esq.
                   jgreenan@mhlawyers.com
                   6411 Ivy Lane, Suite 200
                   Greenbelt, MD 20770
                   Tel: (301) 441-2420

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

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

A copy of the Debtor's petition is available for free at:

               http://bankrupt.com/misc/mdb08-21492.pdf


FIRST UNION: Fitch Holds 'BB-' Rating on $11.8MM Class L Certs.
---------------------------------------------------------------
Fitch Ratings upgraded First Union National Bank-Chase Manhattan
Bank's commercial mortgage pass-through certificates, series 1999-
C2, as:

   -- $41.4 million class G to 'AA+' from 'AA';
   -- $11.8 million class H to 'A+' from 'A'.

In addition, Fitch affirmed these classes:

   -- $387.5 million class A-2 at 'AAA';
   -- Interest-only class IO at 'AAA';
   -- $47.3 million class B at 'AAA';
   -- $62 million class C at 'AAA';
   -- $14.8 million class D at 'AAA';
   -- $41.4 million class E at 'AAA';
   -- $17.7 million class F at 'AAA';
   -- $11.8 million class J at 'BBB+';
   -- $11.8 million class K at 'BB+';
   -- $11.8 million class L at 'BB-'.

Class M remains at 'CCC/DR1'.  Fitch does not rate the $3.8
million class N.

The rating upgrades reflect the improved credit enhancement levels
resulting from loan payoffs and scheduled amortization since
Fitch's last rating action.  As of the August 2008 distribution
report, the pool's aggregate certificate balance was reduced 42.9%
to $674.8 million from $1.18 billion at issuance.  Sixty-six loans
(55.7%) are defeased. Currently there are no delinquent or
specially serviced loans in the transaction.

Fitch has identified 15 loans of concern (4.8%) due to declining
performance.  The largest Fitch loan of concern (0.5%) is secured
by a 192-unit apartment complex in Smyrna, Georgia.  Servicer
reported year end 2007 Debt Service Coverage Ratio was 0.96 times
with the occupancy rate at 78%, compared to DSCR of 1.20x and an
occupancy rate of 96% at issuance.  The property was poorly
managed by the prior property manager and the decline in occupancy
was the result of tenants being evicted.  The manager has since
been replaced and the current property occupancy has improved to
85%.

The second largest Fitch loan of concern (0.4%) is secured by a
96,319 square foot retail center in Wichita, Kansas.  The third
largest Fitch loan of concern (0.4%) is secured by a 96,100 SF
retail center in Joplin, Missouri.  Both properties were leased by
the single tenant Shopko, who vacated the space in April 2001.
The properties remain dark and Shopko continues to pay rent.  Both
leases expire on August 31, 2018.

Twenty-five loans (16.9%) are scheduled to mature in 2008,
including 14 non-defeased loans (4.3%) with a weighted average
coupon of 6.75% and YE07 DSCRs ranging from 1.14x to 4.42x.  Nine
non-defeased loans have Anticipated Repayment Dates of 12/10/2008
and final maturity dates of 12/10/2028.  Eighty loans (60.4%) are
scheduled to mature in 2009, including 37 non-defeased loans
(21.6%) with a WA coupon of 7.74% and YE07 DSCRs ranging from 0.7x
to 2.63x.


FORTUNOFF: Hearing on Motion to Junk Ch. 11 Adjourned to Sept. 11
-----------------------------------------------------------------
Fortunoff Fine Jewelry and Silverware LLC and its debtor-
affiliates' request to dismiss their cases stems from a hearing
conducted on June 26, 2008, where Frank A. Oswald, Esq., at Togut
Segal & Segal LLP, in New York, presented a "game plan" for the
Debtors to exit their Chapter 11 cases.

The Debtors has asked the U.S. Bankruptcy Court for the Southern
District of New York to approve a stipulation among them, their
Term D Lenders, and Trimaran Fund Management LLC, as
administrative and collateral agent of the Term D Lenders, to
complete the wind-down of the Debtors' Chapter 11 cases.

Among other things, the Term D Lenders agreed to permit a gift or
charge against the Term D Cash Collateral, for up to $850,000,
solely for the payment of:

    (a) allowed administrative expenses;

    (b) postpetition fees and expenses of ordinary course
        professionals retained by the Debtors;

    (c) administrative expense claims arising from goods and
        services provided to the Debtors on or after the Petition
        Date;

    (d) postpetition professional fees and expenses allowed by the
        Court; and

    (e) any additional postpetition professional fees, expenses,
        and other costs that will be necessary to complete the
        wind-down of the Debtors' affairs.

Mr. Osawld informed the Court that U.S. Trustee supports the
Debtors' "strategy."

                         Section 503 Claims

Mr. Oswald pointed out during the hearing that the the impact of
the Debtors' request is obvious to all administrative creditors
including the claimants covered by Section 503(b)(9) of the
Bankruptcy Code.

"[W]e had the issue, very sensitive issue of dealing with the
503(b)(9) claimants," Mr. Oswald said.  "I can tell you that . .
. counsel for Trimaran with my involvement in some respects had
some very spirited discussions on that.  Where we ended up is
that Trimaran is willing to help out the estate ... to supplement
the wind-down fund.  [The Term D Lenders] are not willing to let
us invade their collateral further to provide some distribution
to that claim of the 503(b)(9) claimants."

Mr. Oswald also said that there is an estimated $5,000,000 to
$9,000,000 in administrative expense claims.  Mr. Oswald held
that some administrative expense claimants will be getting
nothing from the Debtors.  "There's just no money to pay them."

Mr. Oswald reported that the Parties are still in discussions
regarding the Pending Administrative Expense Claims.  According
to Mr. Oswald, the Debtors still have some receivables coming
"within this period."  One deals with a refund from a landlord, a
tax rebate, and another dealing with a tax refund actually once
the returns get filed.

So that, in broad strokes, is the exit strategy agreed to by the
Parties, Mr. Oswald stated.

The hearing on the Motion to Dismiss, originally scheduled for
September 10, 2008, has been adjourned to September 11.

                       Uneek Jewelry Objects

Uneek Jewelry, Inc., argues that the Debtors, through their
request to dismiss their bankruptcy cases and pay certain
preferred administrative creditors, seek to ignore other
administrative creditors with claims arising under Section
503(b)(9).  Uneek contends that the Debtors' Motion to Dismiss is
not in the best interests of all creditors, and is in direct
contradiction to the basic bankruptcy tenet of equality of
distribution among a single class of creditors.

Accordingly, Uneek asks the Court to deny the Debtors' Motion to
Dismiss unless all administrative creditors receive payments on
their claims.

The Court had entered a final order:

    * confirming grant of administrative expense status to
      obligation arising from postpetition delivery of goods;

    * establishing authority to pay certain expenses in the
      ordinary course of business;

    * authorizing Debtors to return goods under Section 546(h) of
      the Bankruptcy Code; and

    * establishing procedures for addressing reclamation demands.

Pursuant to the Administrative Expense Order, Uneek served upon
the Debtors' claims agent on August 20, 2008, a request seeking
allowance and payment of a claim arising from Uneek's supply of
two shipments of fine jewelry to the Debtors within 20 days
before the Petition Date.  The shipments had a total value of
$23,094, Uneek tells Judge Peck.

Uneek informs the Court that to date, the Debtors have not
objected to or responded to Uneek's request.

                          About Fortunoff

New York-based Fortunoff Fine Jewelry and Silverware LLC --
http://www.fortunoff.com/-- started out as a family-owned
business founded by Max and Clara Fortunoff in 1922, until it
merged with M. Fortunoff of Westbury, L.L.C. and Source Financing
Corporation in 2004.  Fortunoff offers customers fine jewelry and
watches, antique jewelry and silver, everything for the table,
fine gifts, home furnishings including bedroom and bath, fireplace
furnishings, housewares, and seasonal shops including outdoor
furniture shop in summer and enchanting Christmas Store in the
winter.  It opened some 20 satellite stores in the New Jersey,
Long Island, Connecticut and Pennsylvania markets featuring
outdoor furniture and grills during the Spring/Summer season and
indoor furniture (and in some locations Christmas trees and decor)
in the Fall/Winter season.

Fortunoff and its two affiliates filed for chapter 11 petition on
Feb. 4, 2008 (Bankr. S.D.N.Y. Case Nos. 08-10353 through 08-10355)
in order to effectuate a sale to NRDC Equity Partners LLC, --
http://www.nrdcequity.com/-- a private equity firm that bought
Lord & Taylor from Federated Department Stores.

Due to the U.S. Trustee's objection, Fortunoff backed out of
its request to employ Skadden Arps Meagher & Flom LLC, as
bankruptcy counsel.  Fortunoff hired Togut Segal & Segal LLP,
as their general bankruptcy counsel instead, but Skadden Arps will
continue to serve the Debtors as special counsel in connection
with the sale the Debtors' assets.  Logan & Company, Inc., serves
as the Debtors' claims, noticing, and balloting agent.  FTI
Consulting Inc. are the Debtors' proposed crisis manager.

An Official Committee of Unsecured Creditors has been appointed in
this case.  Effective March 6, 2008, Morrison & Foerster LLP is
counsel to the Creditors Committee in substitution of Otterbourg
Steidler Houston & Rosen PC.  Mahoney Cohen & Company, CPA, P.C.,
serves as financial advisor to the Creditors' Committee.

In their schedules, Fortunoff Fine Jewelry listed $5,052,315 total
assets and $136,626,948 total liabilities; Source Financing Corp.
listed $154,680,100 total assets and $176,961,631 total
liabilities; and M. Fortunoff of Westbury LLC listed $6,300,955
total assets and $119,985,788 total liabilities.  The Debtors'
exclusive period to file a plan of reorganization ended June 3,
2008.  (Fortunoff Bankruptcy News; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000)


FRONTIER OIL: Moody's Rates Planned $200MM Note Offering Ba3
------------------------------------------------------------
Moody's Investors Service assigned a Ba3 rating (LGD 4; 69%) to
Frontier Oil Corporation's (FTO) pending $200 million offering of
senior unsecured notes. Moody's also upgraded FTO's Corporate
Family Rating (CFR) to Ba2 from Ba3, Probability of Default Rating
from Ba3 to Ba2, and its existing senior unsecured notes to Ba3
(LGD 4; 69%) from B1 (LGD 4; 67%).  Note proceeds will provide
additional term funding for the step change in working capital
requirements driven by expected sustained historically high oil
prices that have also shown the potential for proportionally large
price spikes.  The rating outlook is stable.

Given the substantial risk of unscheduled refining downtime, which
is inherent to the refining business, Moody's had not previously
assigned a Ba2 CFR rating to a small refiner that, as in the case
with FTO, runs only two refineries.  However, the upgrade reflects
that with a record of fiscal conservatism, FTO could suffer a
sustained loss of even its larger refinery while the very strong
margins and positioning of its smaller refinery could service
FTO's likely debt structure.  The upgrade also relies on the
central premise that, in the event FTO makes an acquisition,
management would follow its stated strategy of ample equity
funding of the acquisition.

FTO has amongst the highest percentage of coking capacity (20%)
relative to its total throughput of all of its independent
refining peers.  Nevertheless, FTO's ratings are restrained by its
small size, stock buyback activity, acquisitive posture, reliance
on two refineries, and inherently highly volatile sector refining
margins.  With two refineries, FTO has a modest degree of downtime
and regional margin risk diversification.

However, FTO is particularly well positioned by refinery
configuration and complexity, and by its logistical positioning
with vital connections to important regional crude oil supply
(including Canadian oil sands production) and refined product
take-away pipelines. FTO's company wide Nelson Complexity Index is
well above average at approximately 11.  Running regional and
Canadian heavier sour grades of crude oil at advantaged costs, FTO
has consistently delivered amongst the highest refining margins of
all the independent refiners.  Moody's believes its location and
margin comparative advantages are durable.

With very low net leverage, FTO's Ba2 rating reflects a degree of
operating risk diversification with two refineries, very low net
leverage, and that the unit cost structures, comparatively high
complexity and deep conversion capacities, and resulting
advantaged crude oil sourcing and product yield of each refinery
generates differential profitably in the Rocky Mountain and lower
Midwest regions.  In recent years, earnings have surged in an
environment of strong regional refined product prices and regional
crude oil costs that have become suppressed by surging Canadian
crude oil, diluted bitumen, and syncrude volumes flowing down to
the Rocky Mountain, MidContinent, and Midwest refining regions.

Although refining margins have experienced negative pressure on an
industry wide basis since mid-2007, FTO's high level of
profitability when compared to its peers gives it an advantage in
down-cycle environments.  FTO's strong liquidity and low net
leverage also provide it with very durable working capital support
should oil prices mount another surge far above $100 a barrel.

In line with its conservative financial policies, exceptional
margins, and avoidance of material unscheduled downtime, FTO had
held debt levels constant and allowed leverage to decrease
significantly below 2004 levels as it funded its capital program,
dividends, and share repurchases with internal cash flow and cash
on hand.  The offering of $200 million of senior unsecured notes
more than doubles FTO's prior unadjusted debt of $150 million.

While the current ratings do not incorporate the expectation of
additional leverage related to acquisitions, given FTO's stated
intent to adequately fund acquisitions with equity, the ratings do
incorporate the possibility of increasing net leverage if FTO's
refining margins were to be squeezed due to a challenging sector-
wide price environment.

Frontier Oil Corporation is an independent refining and marketing
company headquartered in Houston, TX.


GRAY MOBILE: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Gray Mobile Tire Service, Inc.
         23107 North 21st Avenue, Suite 102
         Phoenix, AZ 85027
         Tel: (602) 307-0837

Bankruptcy Case No.: 08-11899

Chapter 11 Petition Date: September 8, 2008

Court: District of Arizona (Phoenix)

Judge: James M. Marlar

Debtors' Counsel: Mark J. Giunta, Esq.
                   mark.giunta@azbar.org
                   Law Office Of Mark J. Giunta
                   1413 North 3rd Street
                   Phoenix, AZ 85004-1612
                   Tel: (602) 307-0837
                   Fax: (602) 307-0838

Total Assets: $120,613

Total Debts: $2,604,947

A copy of the Debtor's petition is available for free at:

              http://bankrupt.com/misc/azb08-11899.pdf


INNOVATIVE RESOURCE: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Innovative Resource Alliance Inc.
         dba Merchant Services Network
             Convert-A-Check
             Mymerchantgateway.com
             Mymobilemerchant.com
             MSN Merchant Marketing Inc.
         Bldg. A, Suite 11-17, 3031 Fortune Way
         Wellington, Fl 33414

Bankruptcy Case No.: 08-23071

Chapter 11 Petition Date: September 9, 2008

Court: Southern District of Florida (West Palm Beach)

Judge: Paul G. Hyman Jr.

Debtor's Counsel: Bradley S. Shraiberg, Esq.
                   bshraiberg@kpkb.com
                   2385 NW Executive Center Dr. No. 300
                   Boca Raton, FL 33431
                   Tel: (561) 443-0801
                   Fax: (561) 998-0047

Estimated Assets: $0 to $50,000

Estimated Debts: $10 million to $50 million

Debtor's list of its 20 Largest Unsecured Creditors:

    Entity                        Nature of Claim   Claim Amount
    ------                        ---------------   ------------
Calpian Residual Partners
III LP                           Litigation         $7,792,045
500N. Akard Street, Ste. 2850
Dallas, TX 75201

Okeechobee West Center/
Vasallo Enterpri                 Litigation         $1,706,520
303 Banyan Blvd., Ste. 101
West Palm Beach, FL 33401

Pipeline Data Inc.               Trade debt         $1,103,613
3 West Main Street
Brasher falls, NY 13613

Internal Revenue Service         Taxes                $611,861

Phoenix Realty Homes Inc.        Litigation           $585,994
4540 PGA Blvd., Ste. 216
Palm Beach Gardens, FL 33418

Andrew & Susan Kruglanski        Litigation           $250,000

TSYS                             Trade debt           $244,595

Infonox                          Trade debt           $130,627

CIT Technology Fin. Svc. Inc.    Equipment Lease       $50,730

Data Delivery Service            Trade debt            $47,375

Key Equipment Finance            Equipment Lease       $45,463

AT&T Yellow Pages                Trade debt            $38,318

Greenberg Taurig LLP             Trade debt            $37,152

Cohn Whitesell & Goldberg LLP    Trade debt            $31,089

Washington Mutual                Trade debt            $31,547

Financial Pacific Leasing LLC    Equipment Lease       $27,697

Reed technology Mgt. Group       Trade debt            $27,448

Pentech                          Equipment Lease       $22,848

Greenspoon Marder PA             Trade debt            $18,337

Bank of America                  Trade debt            $74,410


INTERMET CORP: CapitalSource Presses for Case Conversion
--------------------------------------------------------
Prepetition lenders of Intermet Corp. and its debtor-affiliates
pressed the U.S. Bankruptcy Court for the District of Delaware to
convert the Debtors' chapter 11 case to a chapter 7 liquidation
proceeding.

CapitalSource Finance LLC, as administrative and collateral agent
for the prepetition revolving lenders asked Judge Kevin Gross on
Sept. 8, 2008, to hold an expedited hearing on the matter.
According to CapitalSource, the next omnibus hearing date of Oct.
1, 2008, is too late given the Debtors' continuing losses and
imminent administrative insolvency.

CapitalSource said that the Debtors' financial condition is
continuing to rapidly deteriorate.  It added that the Debtors have
no realistic hope for a constructive rehabilitation of their
business operations.  CapitalSource pointed to the Debtors
substantial, continuing operating losses since the bankruptcy
filing.  Although the Debtors' estates include fixed assets, these
assets are already fully encumbered, and do not provide working
capital needed to continue operations under chapter 11 of the U.S.
Bankruptcy Code, CapitalSource argued.

The Debtors simply cannot survive on cash collateral alone,
CapitalSource said.

The Debtors are on the verge of being administratively insolvent,
CapitalSource related.  The Debtors are unable to replenish their
cash given their cash burn rate of more than $250,000 per day
coupled with the devastating effects of their contracts with 19
major customers, including Ford, GM and Chysler.  A temporary
concession from these customers, CapitalSource contended, is
merely a temporary band-aid to slow the hemorrhage.

The most prudent option for the Debtors is liquidation, which is
economically accomplished in chapter 7, CapitalSource concluded.
The Debtors' cases must be converted as soon as possible before
the Debtors waste the entirety of their $20 million cash
collateral held as of the bankruptcy filing.

Jeffrey C. Wisler, Esq., Marc J. Phillips, Esq., at Connolly Bove
Lodge & Hutz LLP and Kenneth J. Ottaviano, Esq., at Katten Muchin
Rosenman LLP, represent CapitalSource.

                        About Intermet Corp.

Based in Fort Worth, Texas, Intermet Corp. designs and
manufactures machine precision iron and aluminum castings for the
automotive and industrial markets.  The company and its debtor-
affiliates filed for chapter 11 protection on Aug. 12, 2008
(D. Del. Case Nos. 08-11859 to 08-11866 and 08-11868 to 08-11878).
Dennis F. Dunne, Esq., Matthew S. Barr, Esq., and Michael E.
Comerford, Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New
York, serve as the Debtors' lead counsel.  James E. O'Neill, Esq.,
Laura Davis Jones, Esq. and Timothy P. Cairns, Esq., at Pachulski
Stang Ziehl & Jones LLP, in Wilmington, Delaware, serve as the
Debtors' local counsel.  Kurtzman Carson Consultants LLC serves as
the Debtors' claims, notice and balloting agent.  An Official
Committee of Unsecured Creditors has been formed in this case.
When the Debtors filed for protection from their creditors, they
listed assets of between $50 million and $100 million and total
debts of between $100 million and $500 million.


INVESTMENT EQUITY: Case Summary and 12 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Investment Equity Holdings LLC
         5920 South Rainbow Blvd.
         Las Vegas, NV 89118

Bankruptcy Case No.: 08-11956

Type of Business: The Debtor runs a real estate business.

Chapter 11 Petition Date: September 9, 2008

Court: District of Arizona (Phoenix)

Judge: Redfield T. Baum, Sr.

Debtor's Counsel: Eric Slocum Sparks PC
                   ericssparks@hotmail.com
                   110 S Church Ave. No. 2270
                   Tucson, AZ 85701
                   Tel: (520) 623-8330
                   Fax: 520-623-9157

Total Assets: $13,000,000

Total Debts: $9,561,514

Debtor's list of its 12 Largest Unsecured Creditors:

    Entity                        Nature of Claim   Claim Amount
    ------                        ---------------   ------------
Dick & Fritchse Design Group     Trade debt        $137,663
4545 E. McKinley St.
Phoenix, AZ 85008

Wood Patel & Assoc. Inc.         Trade debt         $47,606
20151 W Northern Ave., Ste. 100
Phoenix, AZ 85021

Technical Solutions              Trade debt         $33,609
3875 N 44th St., Ste. 300
Phoenix, AZ 85018

McGough Kahan                    Trade debt         $16,868

Wright Engineering Corp.         Trade debt          $7,470

Fennemore Craig, PC              Legal Services      $4,233

Val-Tec Inc.                     Trade debt          $3,938

Lefevers Viewpoint Group Inc.    Trade debt          $1,250

Utility West LLC                 Trade debt          $1,217

Scott Blue Reprographics         Trade debt            $476

Scottsdale Airpark News          Trade debt            $308

Skyview Helicam LLC              Trade debt            $217


IRVINE SENSORS: Posts $2.6MM Net Loss in 3rd Quarter Ended June 29
------------------------------------------------------------------
Irvine Sensors Corp. reported a net loss of $2,609,300 on total
revenues of $8,561,000 for the third quarter ended June 29, 2008,
compared with a net loss of $4,681,200 on total revenues of
$9,636,800 in the same period ended July 1, 2007.

The decline in total revenues is principally attributable to a
$858,800, or 16.4%, decrease in product sales for the 13-week
period ended  June 29, 2008, as compared to the 13-week period
ended July 1, 2007.  The company said that the execution against
the company's funded backlog for product sales was hampered by the
company's limited working capital.

The decrease in net loss in the 13 weeks ended June 29, 2008, as
compared to the 13 weeks ended July 1, 2007, was largely derived
from improved gross margins on product sales in the fiscal 2008
third quarter, combined with the reduced indirect and interest
expenses in the current year period.  In addition, the company
said it realized a gain on disposal of assets of $314,800 in the
13-week period ended June 29, 2008 ,as compared to a $200 loss on
disposal of assets in the 13-week period July 1, 2007.

                           Balance Sheet

At June 29, 2008, the company's consolidated balance sheet showed
$31,519,400 in total assets, $28,794,000 in total liabilities, and
$2,725,400 in total stockholders' equity.

The company's consolidated balance sheet at June 29, 2008, also
showed strained liquidity with $12,104,000 in total current assets
available to pay $12,667,800 in total current liabilities.  The
decline in working capital was substantially due to the
reclassification of the $2.0 million debt owed by Optex Systems
Inc., a wholly owned subsidiary, to TWL Group, LP, an entity owned
by Timothy Looney, that is due upon the earlier of Feb. 27, 2009,
or sixty days after all debt to the company's senior lenders is
refinanced or retired in full.

Full-text copies of the company's consolidated financial
statements for the quarter ended June 29, 2008, are available for
free at http://researcharchives.com/t/s?31de

                        Going Concern Doubt

The company generated net losses in fiscal 2005, fiscal 2006,
fiscal 2007 and the 39 weeks ended June 29, 2008.  At June 29,
2008, the company's accumulated deficit was $156,444,700.

The company said it engaged an investment banking firm in
June 2008 to assist it in raising additional capital.  Failure to
successfuly raise capital would have a material and adverse effect
on the company's financial condition, which may result in defaults
under its loan and preferred stock instruments.  The company said
these conditions create substantial doubt about its ability to
continue as a going concern.

                        About Irvine Sensors

Based in Costa Mesa, Calif., Irvine Sensors Corporation
(Nasdaq: IRSN) -- http://www.irvine-sensors.com/-- is a vision
systems company engaged in the development and sale of
miniaturized infrared and electro-optical cameras, image
processors and stacked chip assemblies, the manufacture and sale
of optical systems and equipment for military applications through
its Optex subsidiary and research and development related to high
density electronics, miniaturized sensors, optical interconnection
technology, high speed network security, image processing and low-
power analog and mixed-signal integrated circuits for diverse
systems applications.


JENNIFER CAMPBELL: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Jennifer Campbell
         404 East 79th Street, Suite 28A
         New York, NY 10075

Bankruptcy Case No.: 08-00606

Chapter 11 Petition Date: Sept. 9, 2008

Court: District of Columbia (Washington, D.C.)

Debtor's Counsel: Philip McNutt, Esq.
                   pmcnutt@hughesbentzen.com
                   Hughes & Bentzen, PLLC
                   1100 Connecticut Avenue, NW, Suite 340
                   Washington, DC 20036
                   Tel: (202) 293-8975


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.


JOE GIBSONS: Partial Sale of Business Possible by Oct. 10
---------------------------------------------------------
G. William McCarthy, Jr., Esq., who represents bankrupt Joe
Gibson's Auto World, Inc., and its debtor-affiliate Joe Gibson
Automotive, Inc., in their Chapter 11 cases, the sale of the
Debtors' Suzuki dealership in Spartanburg, South Carolina for
about $3.1 million may be possible by Oct. 10, 2008, reports Craig
Peters of Spartanburg Herald-Journal.

The U.S. Bankruptcy Court for the District of South Carolina
delayed until 9:30 a.m. of Oct. 10 the consideration of motions to
convert the Debtors' cases to Chapter 7, to appoint a U.S. Trustee
or to dismiss the case, notes Mr. Peters.

U.S. Trustee Tim Stack, consumer attorneys David Alford, Esq., and
Rodney Pillsbury, Esq., and attorneys representing American Suzuki
and financing companies joined Mr. McCarthy in asking the Court to
continue the motions, says Mr. Peters.

Mr. Peters quotes Mr. McCarthy saying that the Debtors are also
trying to come up with a framework to provide various forms of
relief to creditors, including about $200,000 in "carve out"
money.

Consumer attorneys Pat Knie, Esq., and Jim Cassidy, Esq., spoke
against continuing the motions, saying they would only delay
lawsuits filed by their clients in state court and prolong
consumer suffering, Mr. Peters points out.

According to Mr. Peters, the consumer lawsuits stem from a variety
of allegations of fraud ranging from television commercials to
sales procedures.

Mr. Knie and Mr. Alford also agreed after the hearing that
$200,000 would not go very far toward hundreds of creditors and
complainants, Mr. Peters says.  Mr. Alford and Mr. Knie both said
they believe Paul Michael 'Joe' Gibson, the Debtors' owner
himself, should be listed as a debtor and held accountable.

Joe Gibson's Auto World, Inc., and its subsidiary, Joe Gibson
Automotive, Inc., sell new & used automobiles in retail.

Joe Gibson's Auto World, Inc., and Joe Gibson Automotive, Inc.,
filed separate voluntary petitions under Chapter 11 on July 16,
2008 (Bankr. S.D. N.Y. Lead Case No. 08-04215).  G. William
McCarthy, Jr., Esq., represent the Debtors in their
restructuring efforts.  When Joe Gibson's Auto World, Inc. filed
for bankruptcy, it listed estimated assets of between $1,000,0000
and $10,000,000 and estimated debts of between $10,000,0000 and
$50,000,000.


LANDSOURCE COMMUNITIES: Panel May Employ Imperial as Fin'l Advisor
------------------------------------------------------------------
The Hon. Kevin J. Carey of the U.S. Bankruptcy Court authorized
the Official Committee of Unsecured Creditors appointed in
LandSource Communities and Development LLC, and its debtor-
affiliates' bankruptcy cases to retain Imperial Capital LLC, as
its co-financial advisor.

The scope of Imperial Capital's engagement will be modified to
reflect that the firm will provide these services to the
Committee:

    (a) Advise, to the extent it relates to a capital
        restructuring plan, the Committee regarding the
        Company's business plans, cash flow forecasts and
        financial projections from an investment-banking point
        of view;

    (b) Advise the Committee with respect to available capital
        restructuring, sale and financing alternatives including
        a Debtor-in-Possession facility, including recommending
        specific courses of action and assisting with the
        design, structuring and negotiation of alternative
        restructuring and transaction structures;

    (c) Advise the Committee in preparing for, meeting with, and
        presenting information to interested parties and their
        respective advisors on issues related to DIP priming,
        unencumbered assets, a capital restructuring plan, asset
        sales and financing;

    (d) Advise the Committee in the development of a plan of
        reorganization for the Company, and on associated
        information requests, and negotiate with parties-in-
        interest or in the sale of a portion or substantially
        all of the assets of the Company, whether structured as
        a stock transfer, merger, purchase and assumption
        transaction or other business combination;

    (e) Advise the Committee a to the Company's proposals from
        third parties for new sources of capital or the sale of a
        portion or substantially all of the assets of the
        Company;

    (f) Assist and advise the Committee and its counsel in the
        development, evaluation and documentation of any plan(s),
        financing or strategic transaction(s) and strategic
        alternatives for recovery, and the consideration that is
        to be provided to unsecured creditors;

    (g) If requested, prepare an expert witness valuation report
        in the context of a valuation dispute;

    (h) Provide testimony in the Bankruptcy Court in connection
        with Items (a) through (g); and

    (i) Provide other general financial advice, analysis or other
        assistance as may be reasonably requested and that is not
        duplicative of services provided by other Committee
        professionals.

Imperial Capital will maintain time records on a half-hour basis.

The Debtors will have no obligation to indemnify Imperial Capital
or provide contribution or reimbursement (i) for any claim or
expense that is judicially determined to have arisen from
Imperial Capital's bad faith, self-dealing, breach of fiduciary
duty, gross negligence or willful misconduct, (ii) for a
contractual dispute in which the Debtors allege the breach of
Imperial Capital's contractual obligations unless the Court
determines that indemnification, contribution or reimbursement
would be permissible pursuant to In re United Artists Theatre
Company, et aI., 315 F.3d 217 (3d Cir. 2003), or (iii) for any
claim or expense that is settled prior to a judicial
determination.

The United States Trustee for Region 3 is entitled to a review of
Imperial Capital's fee application pursuant to Section 330 of the
Bankruptcy Code.  The reasonableness will be evaluated by
comparing fees payable in the Debtors' Chapter 11 cases to fees
paid to other investment banking and financial advisory firms
offering comparable services in other Chapter 11 cases and will
not be evaluated solely based on tile hours and rates analysis.

Imperial Capital will modify its engagement letters to provide
that the transaction fee it earned applies only to transactions
consummated within the engagement period or 12 months.

The Committee will adopt a protocol under which its financial
advisors will make information requests to the Debtors in a
manner which will avoid duplication, which protocol will be
subject to approval of the Debtors and Barclays Bank PLC.

Pursuant to Rule 7030 of the Federal Rules of Bankruptcy
Procedure, the Debtors took the deposition of Eric Carlson,
managing director at Imperial last July 10, 2008.  The deposition
took place at Weil, Gotshal & Manges LLP at 767 Fifth Avenue, in
New York, New York, before a notary public and other officer duly
authorized to administer oaths.

                     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. 11;
http://bankrupt.com/newsstand/or 215/945-7000).


LANDSOURCE COMMUNITIES: Panel May Employ Xroads as Fin'l Advisor
----------------------------------------------------------------
The. Hon. Kevin J. Carey of the U.S. Bankruptcy Court for the
District of Delaware authorized the Official Committee of
Unsecured Creditors appointed in LandSource Communities
Development LLC, and its debtor-affiliates' bankruptcy cases to
retain XRoads Solutions Group, LLC, as co-financial advisor.

Judge Carey ordered that the scope of XRoads' engagement will be
modified to reflect that XRoads will provide these services to
the Committee:

    (a) Due diligence with respect to the assets and liabilities
        of the Debtors;

    (b) Advice and analysis with respect to the evaluation of
        certain aspects of the proposed DIP facility,
        specifically, the DIP Budget;

    (c) Advice and analysis with respect to evaluation of
        employee incentive plans and related issues;

    (d) Advice and analysis with respect to the evaluation of the
        Debtor's business plans and associated operational
        initiatives, including operational feasibility/
        alternatives, marketing assumptions, land development
        issues, entitlements, infrastructure development and
        potential claims;

    (e) Advice and analysis with respect to contractual
        obligations of the Debtors including decisions to
        assume, modify or reject contracts;

    (f) Advice and analysis with respect to the validity and
        amount of claims against the Debtors' assets;

    (g) Periodic reviews of the Debtors' operational progress,
        development and overhead spending as well as analysis of
        updates/revisions to the DIP Budget;

    (h) Other general financial and business advice, analysis or
        other assistance as the Committee may deem necessary and
        that is not duplicative of services provided by other
        Committee professionals.  However, XRoads' services
        under its engagement will not include any forensic
        investigations of the Debtors or expert testimony related
        to valuation.

XRoads will maintain time records on a half-hour basis.

The Debtors will have no obligation to indemnify XRoads or
provide contribution or reimbursement (i) for any claim or
expense that is judicially determined to have arisen from
Imperial Capital's bad faith, self-dealing, breach of fiduciary
duty, gross negligence or willful misconduct, (ii) for a
contractual dispute in which the Debtors allege the breach of
Imperial Capital's contractual obligations unless the Court
determines that indemnification, contribution or reimbursement
would be permissible pursuant to In re United Artists Theatre
Company, et aI., 315 F.3d 217 (3d Cir. 2003), or (iii) for any
claim or expense that is settled prior to a judicial
determination.

The United States Trustee for Region 3 is entitled to a review of
XRoads' fee application pursuant to Section 330 of the Bankruptcy
Code, provided that, with respect to the retention of rights
under Section 330, reasonableness for this purpose will be
evaluated by comparing fees payable in the Debtors' Chapter 11
cases to fees paid to other investment banking and financial
advisory firms offering comparable services in other Chapter 11
cases and will not be evaluated solely based on tile hours and
rates analysis.

XRoads will modify its engagement letters to provide that the
transaction fee it earned applies only to transaction consummated
within the engagement period or 12 months.

The Committee will adopt a protocol under which its financial
advisors will make information requests to the Debtors in a
manner which will avoid duplication.

                     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. 11;
http://bankrupt.com/newsstand/or 215/945-7000).


LANDSOURCE COMMUNITIES: Court Sets Nov. 14 Claims Bar Date
----------------------------------------------------------
The Hon. Kevin J. Carey of the U.S. Bankruptcy Court for the
District of Delaware ordered that each person or entity including,
without limitation, each individual, partnership, joint venture,
corporation, estate, and trust other than a Government Unit that
asserts a claim, as defined in Section 101(5) of the Bankruptcy
Code, against LandSource Communities Development LLC, and its
debtor-affiliates, that arose on or prior to June 8, 2008, must
file an original proof of claim by November 14, 2008 at 5:00 p.m.
(prevailing Pacific Time).

Each Government Unit that asserts a claim against any of the
Debtors that arose on or prior to June 8, 2008, must file a a
proof of claim by December 5, 2008 at 5:00 p.m. (prevailing
Pacific Time).

                     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. 12;
http://bankrupt.com/newsstand/or 215/945-7000).


LB-UBS COMMERCIAL: S&P Confirms Low-B Rating on 12 Class Certs.
---------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on 24
classes of pooled commercial mortgage pass-through certificates
from LB-UBS Commercial Mortgage Trust 2006-C4.  Concurrently, S&P
affirmed its ratings on 14 classes of nonpooled certificates
from this series.

"The affirmations of the pooled certificates reflect credit
enhancement levels that provide adequate support through various
stress scenarios," S&P said.  "The affirmations of the 'SBC'"
raked nonpooled certificates reflect our analysis of the
Sturbridge Commons loan, as these certificates derive 100% of
their cash flows from this loan."

"As of the Aug. 15, 2008, remittance report, the collateral pool
consisted of 143 loans with an aggregate trust balance of $1.965
billion, compared with 145 loans totaling $1.982 billion at
issuance.  The master servicer, Wachovia  Bank N.A. (Wachovia),
reported financial information for 99.8% of the pool, of which
99.6% was full-year 2007 data," S&P continued.

Standard & Poor's calculated a weighted average debt service
coverage (DSC) of 1.37x for the trust, down from 1.48x at
issuance.  There are eight loans (2.6%) in the pool that have
reported DSCs lower than 1.0x.  These loans are secured by office,
multifamily, retail, and self-storage properties with an average
balance of $6.5 million.

"Two of these eight loans have mitigating factors that offset the
low coverage, and we stressed the remaining six loans in our
analysis," S&P related.  "At this time, none of the loans in the
pool are delinquent or with the special servicer; the trust has
experienced no losses to date," S&P noted.

The top 10 loans have an aggregate outstanding pooled trust
balance of $1.004 billion (54%) and a weighted average DSC of
1.34x, down from 1.46x at issuance.  Standard & Poor's reviewed
property inspections provided by the master servicer for all of
the assets underlying the top 10 exposures, and all of the
properties were characterized as "good" or "excellent."

At issuance, seven loans had credit characteristics consistent
with those of investment-grade obligations: One Federal Street,
One New York Plaza, 70 Hudson Street, AMLI of North Dallas, Two
Penn Center, Fountains of Miramar, and Sturbridge Commons all
continue to retain credit characteristics
consistent with investment-grade obligations. Details of three of
these loans are as follows:

   -- The One Federal Street loan is the largest loan in the pool
      and has a loan balance of $262.0 million (13%). In addition
      to the loan included in the trust, there is a $136.5 million
      mezzanine loan secured by a pledge of equity interests in the
      borrower that is held outside of the trust.  The loan is
      secured by the fee interest in a 1.12 million-sq.-ft. office
      building in downtown Boston.  For the year ended Dec. 31,
      2007, DSC was 1.44x, down from 1.94x at issuance.  The
      decline in DSC was due to the vacancy of the largest tenant,
      which occupied 30% of the building.  However, most of the
      vacant space has been preleased to a Boston law firm, and the
      building is 97% occupied as of September 2008.  Standard &
      Poor's adjusted net cash flow (NCF) for this loan is
      comparable to its level at issuance.

   -- The One New York Plaza loan, the second-largest loan in the
      pool, has a trust balance of $200.0 million (10%) and a
      whole-loan balance of $400.0 million.  The whole loan
      consists of two pari passu notes: a $200.0 million A-1
      note that serves as trust collateral, and a $200.0 million A-
      2 note that was included in the GCCF 2006-GG7 transaction.
      The loan is secured by the fee interest in a 2.4 million-sq.-
      ft. office building in downtown Manhattan.  For the year
      ended Dec. 31, 2007, DSC was 1.37x, and occupancy was 99%.
      Standard & Poor's adjusted NCF for this loan is comparable to
      its level at issuance.

   -- The Sturbridge Commons loan has a pooled trust balance of
      $11.63 million (1%) and a whole-loan balance of $25.35
      million.  The whole loan consists of an $11.63 million senior
      participation and a $13.72 million junior participation that
      is securitized on a nonpooled basis.  The 14 "SBC" raked
      certificates derive 100% of their cash flows from the
      Sturbridge Commons property, which backs the loan.  The loan
      is secured by the fee interest in a 360-unit multifamily
      property in Montgomery, Ala. For the year ended Dec. 31,
      2007, DSC was 1.23x, and occupancy was 93%.  Standard &
      Poor's adjusted NCF for this loan is comparable to its level
      at issuance.

Wachovia reported a watchlist of 26 loans ($244.1 million, 12%).
The Rivergate Plaza loan ($58.5 million, 3%) is the largest loan
on the watchlist and the seventh-largest loan in the pool.  The
loan is secured by a 302,058-sq.-ft. office building in Miami,
Fla., and appears on the watchlist due to unanticipated vacancies
at the property. For the year ended Dec. 31, 2007, the subject
property was 86% occupied, and DSC was 1.13x, down from
1.20x at issuance.

The second-largest loan on the watchlist is the Green Valley
Portfolio loan ($34.15 million, 2%), which is secured by a six-
property portfolio of mobile home parks, five of which are located
in Ohio and one in Florida.  For the year ended Dec. 31, 2007, the
property was 91% occupied, and DSC was 1.03x, compared with 1.10x
at issuance.  The loan appears on the watchlist because its DSC is
lower than 1.10x.

There are also four multifamily loans totaling $21 million (1%) on
the watchlist.  The loans share related borrower entities with
other portfolio assets--Smith Portfolio A and Smith Portfolio B--
which comprise 1.3% and 1.2% of the pool, respectively.  The loans
were reported on the watchlist as less than 30 days delinquent and
had DSCs below 1.1x. We will continue to monitor
these loans.

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

LB-UBS Commercial Mortgage Trust 2006-C4 (pooled)
Commercial mortgage pass-through certificates

Class    Rating            Credit enhancement (%)
-----    ------            ----------------------
A-1      AAA                                31.88
A-2      AAA                                31.88
A-3      AAA                                31.88
A-AB     AAA                                31.88
A-4      AAA                                31.88
A-1A     AAA                                31.88
A-M      AAA                                21.25
A-J      AAA                                13.28
B        AA+                                12.35
C        AA                                 11.03
D        AA-                                10.10
E        A+                                  9.30
F        A                                   7.97
G        A-                                  6.91
H        BBB+                                6.11
J        BBB                                 4.65
K        BBB-                                3.19
L        BB+                                 2.79
M        BB                                  2.26
N        BB-                                 1.99
P        B+                                  1.59
Q        B                                   1.33
S        B-                                  1.06
X        AAA                                  N/A

LB-UBS Commercial Mortgage Trust 2006-C4 (nonpooled)
Commercial mortgage pass-through certificates

Class    Rating            Credit enhancement (%)
-----    ------            ----------------------
SBC-1    AA                                 N/A
SBC-2    AA-                                N/A
SBC-3    A+                                 N/A
SBC-4    A                                  N/A
SBC-5    A-                                 N/A
SBC-6    BBB+                               N/A
SBC-7    BBB                                N/A
SBC-8    BBB-                               N/A
SBC-9    BB+                                N/A
SBC-10   BB                                 N/A
SBC-11   BB-                                N/A
SBC-12   B+                                 N/A
SBC-13   B                                  N/A
SBC-14   B-                                 N/A

N/A-Not applicable.


LEHMAN BROTHERS: To Sell 55% Interest, Spin-Off Real Estate Assets
------------------------------------------------------------------
Lehman Brothers Holdings Inc. said that it intends to sell a
majority stake -- estimated to be approximately 55% -- in a subset
of its Investment Management Division.  The subset of businesses
includes the asset management, private equity and wealth
management businesses but excludes its middle market institutional
distribution business and the Firm's minority stakes in external
hedge fund managers.

The sale of a majority stake in the IMD Business will enhance
the Firm's already strong capital base.  Goodwill related to the
Neuberger Berman business will be eliminated, resulting in
significant improvement in the Firm's Tier 1 ratio and an
estimated increase of more than $3 billion in tangible book value.

The Firm also expects to maintain the diversification benefits of
retaining the majority of the pre-tax income of the Investment
Management Division.  It also ensures that the IMD Business has
the most attractive structure to continue to best serve the Firm's
clients and maximize growth opportunities.  The IMD Business will
continue to operate under the Lehman Brothers and Neuberger Berman
brands and clients will continue to be able to access all of the
capabilities of the Firm.

The Firm is in advanced discussions with a number of potential
partners for the IMD Business and expects to announce the details
of the transaction in due course.

Chairman and Chief Executive Officer Richard S. Fuld, Jr. said,
"This is an extraordinary time for our industry, and one of the
toughest periods in the Firm's history. The strategic initiatives
we have announced today reflect our determination to fundamentally
reposition Lehman Brothers by dramatically reducing balance sheet
risk, reinforcing our focus on our client-facing businesses and
returning the Firm to profitability."

                        Strategic Initiatives

Significant Reduction in Residential Mortgage and Commercial Real
Estate Lehman Brothers took several steps to significantly reduce
its real estate portfolio in the third quarter.  The Firm reduced
its residential mortgage exposure by 31% to $17.2 billion.
Further, Lehman Brothers is formally engaged with BlackRock
Financial Management, Inc. to sell approximately $4.0 billion of
the Firm's UK residential mortgage portfolio and expects to
complete the sale within the next few weeks.  Pro forma for this
transaction, the Firm's residential mortgage exposure is expected
to be reduced by 47% to $13.2 billion.  Lehman Brothers also
reduced its commercial real estate exposure by 18% in the third
quarter from $39.8 billion to $32.6 billion.

             Spin-Off of Commercial Real Estate Assets

The Firm intends to spin off to its shareholders $25 billion to
$30 billion of its commercial real estate portfolio into a
separate publicly-traded company, Real Estate Investments Global,
in the first quarter of 2009.  The spin-off of REI Global will
strengthen Lehman
Brothers' balance sheet while preserving the value of the
commercial real estate portfolio for shareholders.

The concentration of positions in commercial real estate-related
assets has become a significant concern for investors and
creditors.  Therefore, Lehman Brothers believes that it is in the
best interests of all its constituents to separate these assets
from the rest of the Firm.  Transferring the vast majority of the
commercial real estate portfolio to REI Global will achieve the
following objectives:

  -- REI Global will be appropriately capitalized to hold the CRE
     assets through the current economic cycle;

  -- REI Global will be able to account for its assets on a hold-
     to-maturity basis;

  -- REI Global is expected to hold its assets to maximize their
     value for shareholders;

  -- REI Global will be able to manage the assets without the
     pressure of mark-to-market volatility; and
  -- REI Global will not be forced to sell assets below what REI
     Global believes to be their intrinsic value.

At the time of formation, REI Global will be appropriately
capitalized through the transfer of common equity and provision of
debt financing, which the Firm may syndicate as markets
normalize.  REI Global will own a high quality portfolio of
assets, which is diversified by geography, property and lien type.
REI Global's primary focus will be to maximize shareholder returns
by selling assets or holding them to maturity, whichever provides
the greatest return.

REI Global will not make investments in new assets and any excess
cash flow will be returned to shareholders.

Through the creation of REI Global, Lehman Brothers achieves an
enterprise solution that removes the vast majority of commercial
real estate exposure from the Firm's balance sheet and
realizes a true sale of its commercial real estate assets while
maximizing their value.  Further, it enables shareholders to
benefit from the anticipated financial upside of the portfolio of
assets.

            Overview of Preliminary Third Quarter Results

Lehman Brothers reported a preliminary net loss of approximately
($3.9) billion, or ($5.92) per common share (diluted), for the
third quarter ended August 31, 2008, compared to a net loss of
($2.8) billion, or ($5.14) per common share (diluted), for the
second quarter of fiscal 2008 and net income of $887 million, or
$1.54 per common share (diluted), for the third quarter of fiscal
2007.

The net loss was driven primarily by gross mark-to-market
adjustments stemming from writedowns on commercial and residential
mortgage and real estate assets.

Net revenues (total revenues less interest expense) for the third
quarter of fiscal 2008 are expected to be negative ($2.9) billion,
compared to negative ($0.7) billion for the second quarter
of fiscal 2008 and $4.3 billion for the third quarter of fiscal
2007.  Net revenues for the third quarter of fiscal 2008 reflect
negative mark-to-market adjustments and principal trading losses,
net of gains on certain risk mitigation strategies and certain
debt liabilities.

During the fiscal third quarter, the Firm is expected to incur
negative gross mark-to-market adjustments on assets of ($7.8)
billion, including gross negative mark-to-market adjustments of
($5.3) billion on residential mortgage-related positions, ($1.7)
billion on commercial real estate positions, ($600) million on
other asset-backed positions and ($200) million on acquisition
finance positions.

These mark-to-market adjustments were offset by $800 million of
hedging gains during the quarter and $1.4 billion of debt
valuation gains.  The Firm is also expected to record losses on
principal investments of approximately $760 million.

In order to increase operating efficiency, the Firm has eliminated
approximately 1,500 positions since the beginning of the third
quarter in discretionary corporate areas and businesses that are
in secular decline.

The Firm has decided to reduce its annual common dividend to $0.05
per common share from $0.68 per common share, enabling the Firm to
retain $450 million annually.

                        About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- an
innovator in global finance, serves the financial needs of
corporations, governments and municipalities, institutional
clients, and high net worth individuals worldwide.  Founded in
1850, Lehman Brothers maintains leadership positions in equity and
fixed income sales, trading and research, investment banking,
private investment management, asset management and private
equity.  The firm is headquartered in New York, with regional
headquarters in London and Tokyo, and operates in a network of
offices around the world.


LIBERTY TAX III: June 30 Balance Sheet Upside-Down by $9.7 Million
------------------------------------------------------------------
Liberty Tax Credit Plus III L.P.'s consolidated balance sheet at
June 30, 2008, showed $39.9 million in total assets, $50.2 million
in total liabilities, and ($549,856) in minority interest,
resulting in a $9.7 million partners' deficit.

The partnership reported net income of $1.6 million on total
revenues of $756,373 for the first quarter ended June 30, 2008,
compared with net income of $5.8 million on total revenues of
$839,662 in the corresponding period ended June 30, 2007.

Income from discontinued operations (including minority interest
and gain on sale of properties) was $1.9 million and $6.3 million
during the three months ended June 30, 2008, and 2007,
respectively.

The partnership's original capital was invested in sixty-two Local
Partnerships.  As of June 30, 2008, the partnership has sold its
limited partnership interest in thirty-four Local Partnerships,
the property and the related assets and liabilities of fourteen
Local Partnerships, two properties owned by a Local Partnership
and transferred the deed to the property and the related assets
and liabilities of two Local Partnerships.  In addition, the
partnership has entered into agreements for the sale of seven
Local Partnerships, and one Local Partnership has entered into a
purchase and sale agreement to sell its property and the related
assets and liabilities.  Subsequently, the partnership sold its
limited partnership interests in eight Local Partnerships.

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

                 About Liberty Tax Credit Plus III

Based in New York, Liberty Tax Credit Plus III L.P. is a limited
partnership which was formed under the laws of the State of
Delaware on Nov. 17, 1988.  The general partners of the
partnership are Related Credit Properties III L.P., a Delaware
limited partnership, and Liberty GP III Inc., a Delaware
corporation.  The general partner of Related Credit Properties III
L.P. is Related Credit Properties III Inc., a Delaware
corporation.  The ultimate parent of the general partners is
Centerline Holding Company.

On May 2, 1989, the partnership commenced a public offering of
Beneficial Assignment Certificates representing assignments of
limited partnership interests in the Partnership.

The partnership was formed to invest, as a limited partner, in
other limited partnerships each of which owns one or more
leveraged low-income multifamily residential complexes that are
eligible for the low-income housing tax credit enacted in the Tax
Reform Act of 1986, and some of which may also be eligible for the
historic rehabilitation tax credit.


LUMINENT MORTGAGE: Files List of 30 Largest Unsecured Creditors
--------------------------------------------------------------
Luminent Mortgage Capital Inc. and its debtor-affiliates filed
with the United States Bankruptcy Court for the District of
Maryland this list of their largest unsecured creditors:

    Entity                        Nature of Claim   Claim Amount
    ------                        ---------------   ------------
Wells Fargo Bank NA              8.125% Sr. Notes   $90,000,000
Attn: James Lewis                due 2027
45 Broadway, 14th Fl.
New York, NY 10006-3004

JP Morgan Chase Bank NA          Jr. Subordinated   $51,600,000
600 Travos St., 50th Fl.         Indenture
Houston, TX 77019

Wilmington Trust Co.             Jr. Subordinated   $41,200,000
1100 N. Market Street.           Indenture
Wilmnington, DE 19890-1600

WaMu Capital Corp.               Promissory Note    $13,000,000
Attn: Gordon A. Kovas
3800 Buffalo Speedway, 2nd Fl.
Houston, TX 77098

Greenwich Capital                Promissory Note    $10,000,000
Financial Products
Attn: Legal Department
c/o Greenwich Capital
Markets Inc.
600 Steamboat Road
Greenwich, CT 06830

Merrill Lynch Gov't.             Claim               $7,300,000
Securities Inc. and Merrill
Lynch Pierce Fenner & Smith Inc.
Attn: Andrew V. Waskow, Esq.
4 World Financial Center
North Tower, 12th Fl.
New York, NY 10080

HSBC Securities (USA) Inc.        Claim              $6,600,000
Attn: Craig Weingard
Traded Markets Documentation
452 Fifth Ave., 7th Fl.
New York, NY 10018

Duane Morris LLP                  Trade payable        $699,404
Attn: Frederick W. Dreher
United Plaza, 30 S.,17th St.
Philadelphia, PA 19103-4196

Street Solutions Inc.             Trade payable        $413,152
Attn: Sundeep B. Amrute
2930 Plaza Five
Jersey City, NJ 07311-4043

Neovera Inc.                      Trade payable       $163,1977

SS&C Technologies Inc.            Trade payable        $121,200

Louie Wong LLP                    Trade payable        $113,367

Wells Fargo Bank NA               Trade payable        $112,724

Intex Solutions Inc.              Trade payable         $78,800

Thatcher Proffitt &
Wood LLP                          Trade payable         $56,721

Standard & Poor's                 Trade payable         $52,000

Office Tiger Global Real
Estate Services Inc.              Trade payable         $41,686

New York Stock Exchange Inc.      Trade payable         $40,151

Hays & Company LLP                Trade payable         $35,000

LDiscovery                        Trade payable         $34,575

Moody's Investor Sevices          Trade payable         $33,060

Wall Street Concepts              Trade payable         $29,140

Wells Fargo Bank                  Trade payable         $24,630

Deloitte & Touche LLP             Trade payable         $20,000

Wetzel Trott Inc.                 Trade payable         $19,415

Bowne of New York                 Trade payable         $18,880

Bloomberg LP                      Trade payable         $18,612

Thomson Financial LLC             Trade payable         $15,424

CIT Technology Fin. Serv.
Inc.                              Trade payable         $14,071

Kekst and Co. Inc.                Trade payable         $12,491


LYNNKOHN LLC: Court Denies Request to Employ V. Knight as Counsel
-----------------------------------------------------------------
The Morning News reported Monday that the U.S. Bankruptcy Court
for the Western District of Arkansas has denied Lynnkohn LLC's
request to employ Vaughn Knight, Esq. at Knight Law Firm, PLC, as
its legal counsel in its ongoing Chapter 11 bankruptcy case.

As reported in the Troubled Company Reporter on Sept 9, 2008,
Legacy National Bank's legal counsel had objected to Lynnkohn
LLC's motion to employ Vaughn K. Knight, Esq., as attorney, saying
that Mr. Knight did not meet the Court's definition of a
disinterested party, as he is seeking to represent both the Debtor
in the Bankruptcy Court as well as Mr. Barber's other pending
cases.

Legacy Bank holds two mortgages on the building totaling
$18.7 million.  Legacy National is represented by Mitchell,
Williams, Selig, Gates & Woodyard of Little Rock in Lynnkohn's
bankruptcy case.  Marshall Ney, Esq. represents the bank in other
pending litigation against Brandon Barber and Lynnkohn.

Mr. Knight represents Lynnkohn LLC, including Brandon Barber,
Kerri Barber, Seth and Laura Kaffka, in other pending litigations
filed in Washington County Circuit Court against Legacy National
Bank.

Brandon Barber is the sole owner of Lynnkohn LLC, which filed for
Chapter 11 reorganization to halt Legacy National Bank's
foreclosure of the Legacy Building, the Debtor's high-end
condominium development in downtown Fayetteville.

                        About Lynnkohn, LLC

Based in Fayetteville, Arkansas, Lynnkohn, LLC develops real
estate in northwest Arkansas.  The company filed for Chapter 11
bankruptcy petition on August 20, 2008 (Bankr. W.D. Ark. Case No.
08-73301).  When the company filed for bankruptcy, it listed
$35,365,102 in total assets and $31,618,598 in total debts.


MARSHALL GROUP: Case Summary & 13 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: The Marshall Group, LLC
         aka Marshall Group, LLC
         aka Marshall Medical, LLC
         aka Lincoln City Immediate Health Care, LLC
         aka Redmond Immediate Health Care, LLC
         aka McMinnville Immediate Health Care, LLC
         aka Marshall Properties, LLC
         aka Marshall McMinnville, LLC
         aka M & CJ, LLC
         aka Redmond Immediate Health Care
         aka McMinnville Immediate Health Care
         aka Lincoln City Immediate Health Care
         P.O. Box 177
         McMinnville, OR 97128

Bankruptcy Case No.: 08-34585

Type of Business: The Debtor operates a health care business.

Chapter 11 Petition Date: September 4, 2008

Court: District of Oregon

Judge: Randall L. Dunn

Debtor's Counsel: James Ray Streinz, Esq.
                   rays@mcewengisvold.com
                   1100 SW 6th Avenue, Suite 1600
                   Portland, OR 97204
                   Tel: (503) 226-7321

Estimated Assets: $1 million to $100 million

Estimated Debts: $1 million to $100 million

Debtor's list of its 13 Largest Unsecured Creditors:

    Entity                        Nature of Claim   Claim Amount
    ------                        ---------------   ------------
Colin Gregory                    Loans                 $100,000
1955 NE Cumulus Avenue
McMinnville, OR 97128

Jeannie Williams                 Settlement             $66,000
Attn: Charese Rohny
9515 SW 5th Avenue, Suite 1010
Portland, OR 97204

FarnhaM Electric Co.             Demolition             $60,398
1050 Lafayette Avenue
McMinnville, OR 97128

PACE Staffing Services           Staffing Services      $35,404

Cardinal Health                  Supplies               $34,906

Miles Newmark                    Unpaid Wages           $30,000

ODR Bkcy                         State Tax              $25,000

Advantage Nurse Staffing         Staffing Services      $16,538

P.G.P. Valuation Inc.            Appraisal              $11,600

Davis Wright Tremaine LLP        Legal Services         $11,049

Scott Hookland LLP               Legal Services          $9,739

Staples                          Supplies                $9,418

A&E Security and Electronics     Phone Systems           $9,341


MAXIM HIGH: Fitch Trims Rating on $1.199BB Class A-1 Notes to 'CC'
------------------------------------------------------------------
Fitch Ratings downgraded and removed from Rating Watch Negative 10
classes of notes issued by Maxim High Grade CDO I, Ltd.  These
rating actions are effective immediately:

   -- $1,199,523,637 Class A-1 to 'CC' from 'BB';
   -- $249,928,543 Class A-2 to 'CC' from 'B';
   -- $249,928,543 Class A-3 to 'C' from 'CCC';
   -- $99,971,417 Class A-4 to 'C' from 'CC';
   -- $99,971,417 Class A-5 to 'C' from 'CC';
   -- $33,990,282 Class B to 'C' from 'CC';
   -- $20,380,676 Class C to 'C' from 'CC';
   -- $14,623,811 Class D to 'C' from 'CC';
   -- $20,923,198 Class E-1 to 'C' from 'CC';
   -- $1,537,880 Class E-2 to 'C' from 'CC'.

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

Maxim I is a static high grade cash flow SF CDO that closed on
Dec. 21, 2006 and is managed by Maxim Capital Management, LLC.
Presently, 61.8% of the portfolio is comprised of 2005 and 2006
vintage U.S. subprime RMBS, 9.2% consists of 2006 vintage U.S.
Alt-A RMBS, and 16.9% is comprised of 2005 and 2006 vintage U.S.
SF CDOs.

Since November 2007, approximately 88.2% of the portfolio has been
downgraded net of upgrades with 42.1% of the portfolio currently
on Rating Watch Negative.  Additionally, 78.4% of the portfolio is
now rated below investment grade, with 67.8% of the portfolio
rated 'CCC+' or below.  The negative credit migration experienced
since the last review in November 2007 has resulted in the
Weighted Average Rating Factor deteriorating to 'B+/B' from
'BBB+/BBB', breaching its covenant of 'AA-/A+' as of the July 31,
2008 trustee report.

The collateral deterioration has caused the class A sequential pay
ratio and each of the overcollateralization ratios to fail their
respective tests.  There are no interest coverage tests.  As of
the trustee report dated July 31, 2008, the class A sequential pay
ratio was 47.5%, the class A/B/C OC ratio was 53.6%, the class D
OC ratio was 53.2%, and the class E OC ratio was 52.6%.  The class
A sequential pay trigger level is 103.3%, the class A/B/C OC
trigger level is 101.5%, the class D trigger level is 101.2%, and
the class E trigger level is 100.2%.

Due to a default in the payment of accrued interest on the class
A-3, A-4, A-5, B, and C notes, an Event of Default was declared on
April 7, 2008.  As a result of the Event of Default and the
failure of the Class A sequential pay test, the sequential pay
period has been triggered.  The noteholders have not yet directed
the trustee to take any action regarding the Event of Default.
Currently interest payments are being received by the class A-1
and A-2 notes while the class A-3, A-4, A-5, B, and C notes are
not receiving their timely interest.  Payment of interest to the
class D, E-1 and E-2 notes is being 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-3, A-4, A-5, B, C, D, E-1 or E-2 notes to
receive further interest or principal payments.

The ratings on the class A-1, A-2, A-3, A-4, A-5, 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-1 and E-2 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.


MAXIM HIGH: Fitch Slashes 'BBB' Rating to 'CC' on Class A-1 Notes
-----------------------------------------------------------------
Fitch Ratings downgraded and removed from Rating Watch Negative
eight classes of notes issued by Maxim High Grade CDO II, Ltd.
These rating actions are effective immediately:

   -- $1,199,227,671 Class A-1 to 'CC' from 'BBB';
   -- $499,837,692 Class A-2 to 'CC' from 'B';
   -- $99,967,538 Class A-3 to 'C' from 'CC';
   -- $99,967,538 Class A-4 to 'C' from 'CC';
   -- $36,488,152 Class B to 'C' from 'CC';
   -- $14,461,399 Class C to 'C' from 'CC';
   -- $20,913,713 Class D to 'C' from 'CC';
   -- $19,995,916 Class E to 'C' from 'CC'.

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

Maxim II is a static high grade cash flow SF CDO that closed on
March 28, 2007 and is managed by Maxim Capital Management, LLC.
Presently, 57.5% of the portfolio is comprised of 2006 and 2007
vintage U.S. subprime RMBS, 14.7% consists of 2006 and 2007
vintage U.S. Alt-A RMBS, and 20.8% is comprised of 2006 and 2007
vintage U.S. SF CDOs.

Since November 2007, approximately 92.0% of the portfolio has been
downgraded net of upgrades with 39.1% of the portfolio currently
on Rating Watch Negative.  Additionally, 80.5% of the portfolio is
now rated below investment grade, with 67.2% of the portfolio
rated 'CCC+' or below.  The negative credit migration experienced
since the last review in November 2007 has resulted in the
Weighted Average Rating Factor deteriorating to 'B+/B' from 'AA-
/A+', breaching its covenant of 'AA-/A+' as of the July 31, 2008
trustee report.

The collateral deterioration has caused the class A sequential pay
ratio and each of the overcollateralization ratios to fail their
respective tests.  There are no interest coverage tests.  As of
the trustee report dated July 31, 2008, the class A sequential pay
ratio was 34.7%, the class A/B/C OC ratio was 33.8%, the class D
OC ratio was 33.5%, and the class E OC ratio was 33.1%.  The class
A sequential pay trigger level is 105.3%, the class A/B/C OC
trigger level is 102.5%, the class D trigger level is 101.5%, and
the class E trigger level is 100.5%.

Due to a default in the payment of accrued interest on the class B
and C notes, an Event of Default was declared on April 7, 2008.
As a result of the Event of Default and the failure of the class A
sequential pay test, the sequential pay period has been triggered.
The noteholders have not yet directed the trustee to take any
action regarding the Event of Default.  Currently interest
payments are being received by the class A-1, A-2, and A-3 notes
while the class A-4, B, and C notes are not receiving their timely
interest.

Payment of interest to the class D and E notes is being 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-3, A-4, B, C, D, or E
notes to receive further interest or principal payments.

The ratings on the class A-1, A-2, A-3, A-4, 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 and E 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.


MEDAVANT HEALTHCARE: Will be Sold to Marlin Equity for $24.35MM
---------------------------------------------------------------
MedAvant Healthcare Solutions reported that an affiliate of Marlin
Equity emerged as the winning bidder in the company's Sept. 8
auction with a final purchase price of $24.35 million.  The sale
will be completed by Sept. 22, 2008.

The U.S. Bankruptcy Court for the District of Delaware approved
the results of the auction on Sept. 9.  The Hon. Brendan Shannon
said that he was "very impressed with the result."

MedAvant's interim Chief Executive Officer, Peter Fleming, said,
"The spirited bidding for the company yesterday [Sept. 8] confirms
our long-held view that MedAvant has been and remains a valuable
player in this market.  We are especially pleased that the auction
process went so well.  This gives us the opportunity to continue
the business substantially as before.  We look forward to this new
chapter in our history and to the benefits of this sale for our
entire team.  MedAvant will emerge from this reorganization as a
much healthier and stronger company with a dramatically improved
balance sheet.  I want to thank all of our customers and employees
for staying with us through this process."

               About MedAvant Healthcare Solutions

Headquartered in Norcross, Georgia, MedAvant Healthcare Solutions
(NASDAQ:PILL) -- http://www.medavanthealth.com/-- provides
healthcare transaction processing, medical cost containment
services, business process outsourcing services and related value-
added products to physicians, payers, pharmacies, medical
laboratories, and other healthcare suppliers.  MedAvant is a trade
name of ProxyMed, Inc.

Headquartered in Norcross, Georgia, ProxyMed Inc. fka MedUnite,
Inc. --  http://www.medavanthealth.com-- facilitates the exchange
of medical claim and clinical information.  The company and two of
its affiliates filed for Chapter 11 protection on July 23, 2008
(Bankr. D. Del. Lead Case No.08-11551).  Kara Hammond Coyle, Esq.,
and Michael R. Nestor, Esq., at Young Conaway Stargatt & Taylor,
L.L.P., Michael P. Richman at Foley & Lardner LLP, and Court H.
Houseworth at Cain Brothers & Company LLC represent the Debtors in
their restructuring efforts.

The Debtors indicated $40,655,000 in total consolidated assets and
$47,640,000 in total consolidated debts as of December 31, 2007.
In its petition, ProxyMed Transaction Services, Inc. indicated
$10,000,0000 in estimated assets and $10,000,000 in estimated
debts.


MEDIACOM BROADBAND: Moody's Affirms B1 Corporate Family Rating
--------------------------------------------------------------
Moody's Investors Service affirmed the B1 corporate family and
probability-of-default ratings for Mediacom Communications
Corporation and the existing ratings at the Company's wholly-owned
subsidiaries, Mediacom Broadband LLC and Mediacom LLC.  The
ratings affirmation followed Mediacom's announcement on Sept. 8,
2008, that the company has entered into a definitive agreement to
repurchase all of Mediacom's Class A common stock owned by an
affiliate of Morris Communications Company, LLC.  As part of the
transaction, Mediacom will exchange 100% of the shares of stock of
a newly created subsidiary, which will hold cable systems serving
approximately 25,000 subscribers and $110 million of cash, for
28.3 million shares of the company's Class A stock held by the
Morris affiliate equaling about 30% of the outstanding common
stock.  The ratings outlook remains stable.

Moody's estimates the proposed transaction will modestly increase
Mediacom's leverage from 6.7x to 7.0x (LTM 2Q 2008, Moody's
adjusted).  The rating agency believes that Mediacom continues to
be weakly positioned within its B1 corporate family rating and the
proposed transaction will postpone deleveraging to below 6.0x by
two or three quarters beyond year-end 2009, as previously
anticipated.  However, the negative credit impact is somewhat
mitigated by Mediacom's better-than-expected recent operating
performance, particularly the reversing trend in subscriber losses
(the Company now expects to end 2008 with a much improved basic
subscriber trend compared to 4.1% basic subscriber loss in 2007).
Mediacom expects 7%-to-8% in revenue growth and 8.5%-to-9.5% in
adjusted OIBDA growth in fiscal 2008, driven by increasing
penetration of advanced services and resulting strong ARPU growth,
which compares to approximately 7% and 4% in year-over-year
increase in revenue and OIBDA for 2007, respectively.  In
addition, the company has a good liquidity profile (SGL-2) which
it further enhanced in May 2008 by raising $350 million in bank
debt and using the proceeds to pay revolver outstandings, freeing-
up the borrowing capacity under the revolver.  Nonetheless, going
forward, Moody's believes that a departure from its deleveraging
trend due to any unanticipated shareholder-friendly transactions
or deteriorating operating performance will likely lead to
negative rating pressure.

Moody's has taken these rating actions:

Mediacom Communications Corporation

    -- Corporate Family Rating -- Affirmed B1

    -- Probability-of-Default Rating -- Affirmed B1

    -- Speculative Grade Liquidity Rating -- Affirmed SGL-2

Mediacom Broadband LLC

    -- $350mm Sr Sec Term Loan E due 2016 -- Affirmed Ba3 (LGD3
       -- 35%)

    -- $650mm Sr Sec Revolving Credit Facility -- Affirmed Ba3
       (LGD3 -- 35%)

    -- $300mm Sr Sec Term Loan A -- Affirmed Ba3 (LGD3 -- 35%)

    -- $800mm Sr Sec Term Loan D -- Ba3 (LGD3 -- 35%)

    -- $500mm (combined) 8-1/2% Sr Notes -- Affirmed B3 (LGD5 --
       88%)

    -- Rating Outlook -- Stable

Mediacom LLC

    -- $400mm Sr Sec Revolving Credit Facility -- Affirmed Ba3
       (LGD3 - 35%)

    -- $200mm Sr Sec Term Loan A -- Affirmed Ba3 (LGD3 - 35%)

    -- $650mm Sr Sec Term Loan C -- Affirmed Ba3 (LGD3 - 35%)

    -- $125 mm 7-7/8% Sr Notes -- Affirmed B3 (LGD5 - 88%)

    -- $500 mm 9-1/2% Sr Notes -- Affirmed B3 (LGD5 - 88%)

    -- Rating Outlook -- Stable

The B1 corporate family rating reflects Mediacom's high financial
leverage and moderate coverage levels, negative free cash flow and
weaker operating performance relative to higher-rated cable
operators (as evidenced in lower revenues/home passed), which may
be further challenged by heightened competition in future periods.
These risks continue to be mitigated by the Company's good
liquidity profile (with modest intermediate-term debt maturities
and large availability under all committed lines of credit, offset
by the still cash absorptive nature of the business), prospects
for further growth and operating improvements, and moderate
perceived loan-to-value.

For additional information, investors should refer to more
expansive published research that can be found on Moodys.com.

Headquartered in Middletown, New York, Mediacom Communications
Corporation is a domestic multiple system cable operator serving
approximately 1.3 million basic video subscribers in mostly rural
and ex-urban markets.  Mediacom generated $1.35 billion in
revenues in the LTM 2Q 2008 period.


MIDWEST AIRLINES: Says $25MM Loan to Keep it Out of Chapter 11
--------------------------------------------------------------
Midwest Airlines disclosed that it has agreed to lease twelve (12)
Embraer 170 jets from Indianapolis-based Republic Airways
Holdings, beginning Oct. 1, 2008, Tom Daykin of the Milwaukee
Journal Sentinel reports.  This latest development, however, will
result in the lay off of some 270 jobs.

Republic will fly and maintain the jets "for the first year or so,
which is why Midwest will be laying off some of its workers."

Republic, to secure the 10-year lease, also agreed to provide
financing in the form of a one-year, $15 million loan to Midwest.
Republic agreed to provide another $10 million for Midwest upon
the achievement of certain financial goals, which were not
disclosed.

Republic's $25 million in financing is part of up to $60 million
in new cash for Midwest, according to the report.  TPG Capital,
the Fort Worth, Texas-based investment firm that owns 53% of
Midwest, will be the other significant provider of financing.
Northwest Airlines Corp., which owns 47% of the airline and
already has written off its $213 million investment in Midwest, is
providing a small portion of the added financing, said Midwest
spokesman Michael Brophy.

Midwest has received $40 million, with another $20 million in
reserve if the company achieves its financial goals, said Timothy
Hoeksema, Midwest chairman and chief executive officer.

       Additional Financing to Keep Midwest Out of Bankruptcy

Republic's 12 jets, flying under the Midwest Connect regional
service owned by Midwest Airlines, will replace some of the Boeing
717s now flown by Midwest Airlines on lesser-used routes.  The
Embraer jets have 76 seats.  The Boeing jets have 88 seats but are
being expanded by Midwest to carry 99 passengers.

Midwest spokesman Michael Brophy said that "for the foreseeable
future, we are out of the shadows of Chapter 11."  Midwest, whose
operations have been impacted by rising fuel prices and declining
demand for air travel, is trying to avoid a Chapter 11 bankruptcy
reorganization.

Boeing Capital Corp., which owns the Boeing 717s being leased by
Midwest and is one of Midwest's largest creditors, has agreed to
take back 16 of the 25 Boeing 717 jets leased by Midwest, Brophy
said.  Mr. Brophy added that this development is an important part
of Midwest's financial restructuring and will help to reduce the
airline's operating costs.

                              Layoffs

The replacement of the Boeing 717s with the Republic jets will
mean more layoffs for 270 Midwest employees: 125 pilots, 120
flight attendants and 25 maintenance technicians, Mr. Brophy said.

Midwest will eventually operate the Republic jets, but the company
will have to train the flight crews and maintenance employees,
which would take eight months to a year, Mr. Brophy said.

Capt. Jay Schnedorf, head of the Midwest pilots union, said in a
statement, that outsourcing the jobs to Republic repudiates the
company's labor contract and said the union is exploring its
options.

Scott Hamilton, who operates Leeham Co., an aviation consulting
firm based in Issaquah, Wash., disagrees.  He says Republic will
simply take over routes that are marginal for the larger Boeing
717s to fly."

According to Mr. Daykin, Midwest is making more drastic job and
service cuts than most other airlines, because Midwest's smaller
size makes it more difficult to compete with larger airlines that
can operate at lower costs.

The company announced previously that it was cutting 40 percent of
its workforce, including 1,200 jobs, as well as eliminating its
fleet of MD-80 regional jets.

                        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.


MORGAN STANLEY: Fitch Cuts Two RMBS Ratings to B; Puts Neg. Watch
-----------------------------------------------------------------
Fitch Ratings has taken action on 12 classes of subprime
residential mortgage-backed securities.

Morgan Stanley ABS Capital I Inc. Trust 2007-NC4
   -- Class A1 downgraded to 'B' from 'BBB' and placed on Rating
      Watch Negative;

   -- Class A2a remains at 'BBB', and is placed on Rating Watch
      Negative;

   -- Class A2b remains at 'BBB', and is placed on Rating Watch
      Negative;

   -- Class A2c downgraded to 'B' from 'BBB' and placed on Rating
      Watch Negative;

   -- Class A2d downgraded to 'B' from 'BBB' and placed on Rating
      Watch Negative;

   -- Class M1 affirmed at 'CCC';
   -- Class M2 remains at 'CC';
   -- Class B1 remains at 'CC';
   -- Class B2 remains at 'CC';
   -- Class B3 remains at 'CC';
   -- Class B4 remains at 'CC';
   -- Class B5 remains at 'C';

Classes A1, A2a, A2b, A2c and A2d are insured by FGIC.  Fitch's
policy is to maintain ratings on insured transactions at the
higher of the underlying rating of the insured transaction if
rated by Fitch or the rating of the insurer.

Fitch downgraded FGIC's Insurer Financial strength rating to 'CCC'
and also placed the IFS on Rating Watch Evolving.


MORGAN STANLEY: S&P Confirms Low-B Rating on 6 Class Certs.
------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on 21
classes of commercial mortgage pass-through certificates from
Morgan Stanley Capital I Trust 2006-TOP 21.  The affirmed ratings
reflect credit enhancement levels that provide adequate support
through various stress scenarios.

As of the Aug. 12, 2008, remittance report, the collateral pool
consisted of 121 loans with an aggregate trust balance of $1.38
billion, compared with the same number of loans totaling $1.40
billion at issuance.  The master servicer, Wells Fargo Bank N.A.
(Wells Fargo), reported financial information for 99% of the pool,
all of which was full-year 2007 data.  Based on this data,
Standard & Poor's calculated a weighted average debt service
coverage (DSC) of 2.03x for the pool, down from 2.11x at issuance.
At this time, none of the loans in the pool are delinquent or with
the special servicer; the trust has not experienced any losses to
date.

Three loans ($25.1 million; 2%) in the pool have reported DSCs of
less than 1.0x. However, two of these loans (1.6%) secure
multifamily cooperatives (co-ops) located in New York City.  The
third loan, the Huebner Road Business Park loan (0.2%) is a credit
concern and was stressed in our analysis.  The loan is secured by
an industrial flex property that has experienced declining
occupancy; this loan is discussed in further detail below as it is
also on the watchlist.

The top 10 exposures have an aggregate outstanding pooled balance
of $717 million (55%) and a weighted average DSC of 2.12x, up from
2.02x at issuance.  Standard & Poor's reviewed property
inspections for all of the assets underlying the top 10 exposures,
and all of the properties were characterized as "good."

At issuance, 12 loans had credit characteristics consistent with
those of investment-grade obligations: Monmouth Mall, Alderwood
Mall, SBC Hoffman Estates, Intown Suites Portfolio, Mervyns
Portfolio, West Palm Beach Marriott, Hampton Court Co-op, East
89th Street Condop, 8-12 West 14th Street, Sunnyhurst Apartments,
Rego Park Gardens Co-op, and Sugarcreek Plaza II.  All of these
loans continue to retain credit characteristics consistent with
investment-grade obligations.  Details of the two largest of these
loans are as follows:

  -- The largest exposure in the pool, the Monmouth Mall loan, has
     a pooled trust balance of $137.0 million (12%) and a whole-
     loan balance of $165.0 million.  The whole loan consists of a
     $137.0 million pooled senior component and a $28.0 million
     nonpooled junior component.  The loan is secured by 980,487
     sq. ft. of a 1,437,805-sq.-ft. regional mall located in
     Eatontown, N.J., one hour south of New York City.  For the
     year-ended Dec. 31, 2007, DSC was 2.13x and occupancy was 97%.
     Since then, Boscov's, a department store, has announced
     that it will be closing its store at the mall.  There is no
     rent attributable to Boscov's, but it does pay for common area
     maintenance.  Standard & Poor's adjusted value for this loan
     is down 4% from its level at issuance.

  -- The second-largest exposure in the pool, the Alderwood Mall,
     has a trust balance of $108.6 million and a whole-loan balance
     of $258.2 million.  The whole loan consists of a $103.6
     million A-1 note in this trust, a $99.6 million A-2 note in
     Bear Stearns Commercial Mortgage Securities 2006-TOP 22,
     and a $55.0 million B note that is held outside of the trust.

In addition, a $35.0 million mezzanine loan secured by a pledge of
equity interests in the borrower is held outside the trust.  The
whole loan is secured by 564,868 sq. ft. of a 1,254,997-sq.-ft.
regional mall located in Lynwood, Wash., approximately 20 miles
from the Seattle-Bellevue-Everett metropolitan area.  For the
year-ended Dec. 31, 2007, DSC was 2.05x, up 13% from issuance.
Standard & Poor's adjusted value for this loan is comparable to
its level at issuance.

Wells Fargo reported a watchlist of seven loans ($80.2 million,
5.9%).  Mervyns Portfolio ($66.8 million, 4.9%) is the largest
loan on the watchlist.  The loan is secured by the fee interests
in 25 retail properties, which are all single-tenant stores
operating as Mervyns.  The loan is on the watchlist because
Mervyns declared bankruptcy in July 2008.  At this time, none of
the locations are closing. As of the year ended Dec. 31, 2007, DSC
was 2.57x.  Standard & Poor's will continue to monitor the status
of the loan.  1871 The Alameda ($4.6 million, 0.3%) is the second-
largest loan on the watchlist.  The loan is secured by a 44,287-
sq.-ft. office property in San Jose, Calif.  The loan appears on
the watchlist because the occupancy has been steadily declining
over the past year and is currently 69.1%.  As of the year ended
Dec. 31, 2007, DSC was 1.22x. Huebner Road Business Park ($3.0
million, 0.2%) is the third-largest loan on the watchlist.  The
loan is secured by a 45,854-sq.-ft. industrial flex property in
San Antonio, Texas.  The loan appears on the watchlist because the
occupancy is 58% after four leases with one tenant, accounting for
34% of the space, were terminated.  The property's cash flow does
not cover debt service.

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

Morgan Stanley Capital I Trust 2006-TOP 21
Commercial mortgage pass-through certificates

Class    Rating   Credit enhancement (%)
-----    ------   ----------------------
A-1      AAA                       27.45
A-2      AAA                       27.45
A-3      AAA                       27.45
A-AB     AAA                       27.45
A-4      AAA                       27.45
A-M      AAA                       17.28
A-J      AAA                       10.42
B        AA                         8.51
C        AA-                        7.37
D        A                          5.85
E        A-                         5.08
F        BBB+                       4.07
G        BBB                        3.30
H        BBB-                       2.41
J        BB+                        1.78
K        BB                         1.52
L        BB-                        1.14
M        B+                         1.02
N        B                          0.89
O        B-                         0.64
X        AAA                         N/A

N/A-Not applicable.


MYLAN INC: S&P Rates $400MM Senior Unsec. Notes 'B+'
----------------------------------------------------
Standard &Poor's Ratings Services assigned its 'B+' senior
unsecured debt rating to generic drug maker Mylan Inc.'s $400
million senior unsecured convertible notes due 2015 (one notch
lower than the corporate credit rating on the company).  The
issue was assigned a '5' recovery rating indicating the
expectation for modest (10%-30%) recovery in the event of a
payment default.

At the same time, Standard & Poor's affirmed all of its other
ratings on Mylan. The outlook remains stable.

"The ratings on Canonsburg, Pa.-based Mylan Inc. reflect the
company's highly leveraged financial risk profile and management's
challenges in integrating and running a much larger,
internationally diverse company after its acquisition of Merck
KGaA's generics business," said Standard & Poor's credit analyst
Arthur Wong.  "These factors are offset partly by Mylan's size
in the generics market, the positive fundamentals of the generic
drug industry, and Standard & Poor's belief that debt will
steadily decline, given management's history of financial
conservatism."

Mylan is the third-largest generic drug company in the world in
sales, following the approximately $6.9 billion acquisition of the
generics business of Merck KGaA in October 2007.  The acquisition
gave Mylan much-needed size and scale, to better leverage its
manufacturing infrastructure and lower manufacturing costs, which
is critical in the highly competitive generic drug industry.  It
also deepened Mylan's product pipeline and expanded its product
offering to more than 570 products and dosages in a wide range of
therapeutic areas, making the company a more attractive supplier
to the large U.S.-based drug wholesalers and pharmacy chains,
which want to deal with fewer suppliers.  The acquisition also
gave Mylan an entry into the large European and Asian generic drug
markets, where generic drug use is much lower but is expected to
grow faster over the longer term.  The generic share of
prescriptions is in the middle- to low-teens area in several major
European markets, compared with more than 60% in the U.S.

Mylan is well positioned to benefit from the growing generic drug
market, which we expect will continue to grow over the longer
term, given the increasing focus on health care cost control, the
implementation of Medicare Part D, and the still-large number of
branded products losing patent protection between 2010 and 2012.
Mylan has one of the larger product pipelines in the industry and
the company is increasingly focusing on harder-to-manufacture
generic drugs, such as oral dose-controlled release and
transdermal patch technologies that offer some barriers to entry.

Mylan recently entered into an agreement with Famy Care to
potentially launch 22 generic oral contraceptives, a relatively
high margin segment of the generic drug industry.  Mylan also
recently announced that it is keeping its specialty pharmaceutical
business, Dey, acquired as part of the Merck KGaA generics
transaction.  While the division has the potential to generate
high margins, the restructuring of the underperforming business is
still ongoing.

Integration risk remains a concern, as the acquisition of Merck
KGaA's generic business more than doubled Mylan's size and
represents the company's first significant foray into the overseas
generic drug market.  Mylan now has operations in more than 90
countries. Our concerns partly are mitigated by Mylan's past solid
operational performance, successful recent integration of
India-based generic drug maker Matrix Laboratories, and the
retention of key managers from Merck KGaA's generic drug business.

However, debt leverage, at an estimated 6x, is high, and cash flow
measures, with funds from operations (FFO) to debt in the low
teens, are relatively weak for the ratings. Operating margins at
20% are also low for a leading generic drug company, which
typically has margins in the 30% area.

Merck KGaA's generic business generated a lower margin than
Mylan's because of its heavy exposure to the lower-margin European
generics market.  "We expect margins will increase steadily over
time, as synergies are realized and Mylan increasingly leverages
its vertically integrated manufacturing infrastructure
over a much larger sales base," S&P said.

Mylan's liquidity is adequate. As of June 30, 2008, the company
had nearly $480 million of cash and investments, and $450 million
available under its $750 million revolving credit facility
maturing in 2013.  Proceeds from the proposed convertible offering
will be used to refinance existing senior secured debt, including
outstanding amounts under its revolving credit facility.

The outlook is stable.  Mylan's credit metrics are somewhat weak
for the ratings, but the ratings are supported by management's
solid operating track record, Mylan's satisfactory position in the
growing worldwide generic drug industry, and our belief that Mylan
will aggressively repay debt with its solid free cash flow.  "We
would begin to consider a positive outlook and a higher rating
when debt consistently remains at less than 4.2x and the company
has effectively integrated its acquired operations," S&P said.
"However, we would consider a negative outlook andr a lower rating
if the company experiences unforeseen operational setbacks and
debt climbs to significantly more than 6x," S&P noted.


NAUTILUS RMBS: Fitch Trims Rating on $5.5MM Notes to 'B'
--------------------------------------------------------
Fitch Ratings has downgraded eight classes of notes issued by
Nautilus RMBS CDO I Ltd./LLC.  All notes remain on Rating Watch
Negative.  These rating actions are effective immediately:

   -- $153,360,494 class A-1S to 'AA' from 'AAA';
   -- $24,687,299 class A-1J to 'AA-' from 'AAA';
   -- $25,435,399 class A-2 to 'A' from 'AA';
   -- $50,122,698 class A-3 to 'BBB' from 'A';
   -- $16,458,199 class BV to 'BB' from 'BBB';
   -- $17,954,399 class BF to 'BB' from 'BBB';
   -- $22,500,000 class CV to 'B' from 'BB';
   -- $5,500,000 class CF to 'B' from 'BB'.

Fitch's rating actions reflect the collateral deterioration within
the portfolio and underlying exposure to Alternative-A and
subprime residential mortgage-backed securities.  As Fitch is
reviewing its structured finance collateralized debt obligation
approach, the classes will remain on Rating Watch Negative.  Their
watch status will be resolved upon the completion of the SF CDO
criteria.

Nautilus I is a static cash flow SF CDO that closed on May 26,
2005 and is monitored by RCG Helm, LLC.  Presently, 52.1% of the
portfolio consists of U.S. prime RMBS, 42.2% Alt-A RMBS and 5.7%
subprime RMBS.  Since the last review in May 2007, approximately
15.9% of the portfolio has been downgraded, with 2.8% of the
portfolio currently on Rating Watch Negative.  Currently, 74.7% of
the portfolio is rated below investment grade, with 8% rated
'CCC+' or below.

The Nautilus I portfolio is comprised of fixed, hybrid and
floating-rate collateral, while most of the notes receive a
floating-rate coupon.  As a result, Nautilus I is exposed to
interest rate risk.  There is an interest rate swap agreement in
place, however, the swap is currently out of the money which is
causing interest proceeds to be used to pay the swap counterparty
prior to paying interest to the rated notes.

Currently, the senior, class A-3 and class B overcollateralization
and interest coverage tests are passing their respective minimum
levels.  All classes of notes are receiving interest distributions
at this time and principal proceeds are being used to amortize the
class A-1S, A-1J, A-2, A-3, BV and BF notes on a pro rata basis.
The pro rata paydown will continue until 50% of the collateral is
amortized or any coverage test fails, at which point principal
payments will be made sequentially.  The class CV and CF notes
will only receive principal payments after the class BV and BF
notes are paid in full.  The downgrades to the rated notes are a
result of the credit deterioration experienced since the last
review, particularly within the Alt-A and subprime RMBS assets in
the portfolio, and reflect Fitch's updated view of the default
risk associated with each of the notes.


NAUTILUS RMBS: Fitch Cuts Two Note Ratings to 'C'; Removes Watch
----------------------------------------------------------------
Fitch Ratings has downgraded seven classes and removed three
classes of notes issued by Nautilus RMBS CDO II, Ltd/LLC from
Rating Watch Negative.  Three classes of notes remain on Rating
Watch Negative.  These rating actions are effective immediately:

   -- $190,683,170 class A-1S to 'BBB' from 'AAA' and remains on
      Rating Watch Negative;

   -- $26,737,265 class A-1J to 'BB' from 'AAA' and remains on
      Rating Watch Negative;

   -- $25,746,023 class A-2 to 'B' from 'AA' and remains on Rating
      Watch Negative;

   -- $32,084,719 class A-3 to 'CC' from 'A' and removed from
      Rating Watch Negative;

   -- $20,498,570 class B to 'C' from 'BBB' and removed from Rating
      Watch Negative;

   -- $16,933,601 class C to 'C' from 'BB' and removed from Rating
      Watch Negative.

Fitch's rating actions reflect the credit deterioration within the
portfolio and underlying exposure to Alternative-A and subprime
residential mortgage-backed securities.  As Fitch is reviewing its
structured finance collateralized debt obligation approach, the
classes that remain on Rating Watch Negative will have their watch
status resolved upon the completion of the SF CDO criteria.

Nautilus II is a static cash flow SF CDO that closed on Dec. 20,
2005 and is monitored by RCG Helm, LLC.  Presently, 52.1% of the
portfolio consists of U.S. prime RMBS, 33.1% Alt-A RMBS and 14.8%%
subprime RMBS.  Since the last review in Dec. 2006, approximately
35.1% of the portfolio has been downgraded, with 5.3% of the
portfolio currently on Rating Watch Negative.  Currently, 50.3% of
the portfolio is rated below investment grade, with 16.8% rated
'CCC+' or below.  The negative credit migration experienced since
the last review has resulted in the Weighted Average Rating Factor
deteriorating to 13.7 ('BB/BB-') from 7.1 ('BBB/BBB-'), as of the
July 31, 2008 trustee report.

The Nautilus II portfolio is comprised of fixed, hybrid and
floating-rate collateral, while all of the notes receive a
floating rate coupon.  As a result, Nautilus II is exposed to
interest rate risk.  There is an interest rate swap agreement in
place, however, the swap is currently out of the money which is
causing interest proceeds to be used to pay the swap counterparty
prior to paying interest to the rated notes.

The collateral deterioration has caused the senior, class A-3,
class B and class C overcollateralization ratios, as well as the
class A-3, B and C interest coverage ratios to fail their
respective triggers.  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.  Additionally, the failing
OC tests have caused the class A-3, B and C notes to defer
interest.  Some interest proceeds may be distributed to the class
A-3 notes in the future, however, Fitch sees limited prospect of
any principal recovery.  Fitch does not expect the class B or C
notes to 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 Cuts Ratings on Six Notes; Removes Neg. Watch
------------------------------------------------------------------
Fitch Ratings downgraded six and removed two classes of notes
issued by Nautilus RMBS CDO V, Ltd/LLC from Rating Watch Negative.
Four classes remain on Rating Watch Negative.  These rating
actions are effective immediately:

   -- $222,564,632 class A-1S notes downgraded to 'A' from 'AAA',
      and remain on Rating Watch Negative;

   -- $40,562,148 class A-1J notes downgraded to 'BBB' from 'AAA',
      and remain on Rating Watch Negative;

   -- $8,903,886 class A-2 notes downgraded to 'BB' from 'AA', and
      remain on Rating Watch Negative;

   -- $8,903,886 class A-3 notes downgraded to 'B' from 'A', and
      remain on Rating Watch Negative;

   -- $6,925,244 class B notes downgraded to 'CC' from 'BBB', and
      removed from Rating Watch Negative;

   -- $2,473,301 class C notes downgraded to 'C' from 'BB', and
      removed from Rating Watch Negative.

Fitch's rating actions reflect the credit deterioration within the
portfolio and underlying exposure to Alternative-A residential
mortgage-backed securities.  As Fitch is reviewing its structured
finance collateralized debt obligation approach, the classes that
remain on Rating Watch Negative will have their watch status
resolved upon the completion of the SF CDO criteria.

Nautilus V is a static cash flow SF CDO that closed on June 28,
2007 and is monitored by RCG Helm, LLC.  Presently, 84.6% of the
portfolio consists of U.S. prime RMBS and 15.4% Alt-A RMBS.  Since
the close of the transaction, approximately 13.1% of the portfolio
has been downgraded with 5.9% of the portfolio currently on Rating
Watch Negative.  Currently, 13.2% of the portfolio is rated below
investment grade, with 7.6% rated 'CCC+' or below.  The negative
credit migration experienced since closing has resulted in the
Weighted Average Rating Factor deteriorating to 5.7 ('BBB'/'BBB-')
from 2.3 ('A'/'A-'), as of the July 31, 2008 trustee report.

The Nautilus V portfolio is comprised of fixed, hybrid and
floating-rate collateral, while all of the notes receive a
floating rate coupon.  As a result, Nautilus V is exposed to
interest rate risk.  There is an interest rate swap agreement in
place, however, the swap is currently out of the money which is
causing interest proceeds to be used to pay the swap counterparty
prior to paying interest to the rated notes.

The collateral deterioration has caused the class A-3 and B
overcollateralization ratios to fail their triggers of 102% and
100.8%, respectively.  As of the July 31, 2008 trustee report, the
class A-3 OC ratio was 101.8% and the class B OC ratio was 99.4%.
As a result of the class A-3 OC test failure, interest proceeds
remaining after paying class A-3 interest are being diverted to
pay class A-1S principal and will continue to do so until the A-3
OC test is cured.

Additionally, the failing OC tests have caused the class B and C
notes to defer interest payments.  Some interest proceeds may be
distributed to the class B notes in the future, however, Fitch
sees limited prospect of any principal recovery.  Fitch does not
expect the class C notes to receive interest or principal
distributions going forward.  The downgrades to the rated notes
are a result of the credit deterioration experienced to date and
reflect Fitch's updated view of the default risk associated with
each of the notes.

The ratings of the class A-1S, A-1J and A-2 notes address the
likelihood that investors will receive full and timely payments of
interest, as per the transaction's governing documents, as well as
the aggregate outstanding amount of principal by the stated
maturity date.  The ratings of the class A-3, B and C notes
address the likelihood that investors will receive ultimate
interest payments, as per the transaction's governing documents,
as well as the aggregate outstanding amount of principal by the
stated maturity date.


NORTH AMERICAN TECH: June 29 Balance Sheet Upside-Down by $5.1MM
-----------------------------------------------------------------
North American Technologies Group Inc.'s consolidated balance
sheet at June 29, 2008, showed $19,360,095 in total assets and
$24,479,280 in total liabilities, resulting in a $5,119,185
stockholders' deficit.

At June 29, 2008, the company's consolidated balance sheet also
showed strained liquidity with $9,382,429 in total current assets
available to pay $9,700,235 in total current liabilities.

The company reported net income of $272,802 on net sales of
$8,094,099 for the third quarter ended June 29, 2008, compared
with a net loss of $1,791,942 on net sales of $5,753,126 in the
corresponding period ended July 1, 2007.

The increase in revenues resulted from a 13% increase in the
number of ties sold and a 25% increase in the average sales price
of ties sold during the three month period ended June 29, 2008,
compared to the three month period ended July 1, 2007.  The
increase in the number of ties sold resulted primarily from sales
to a new major customer.

During the three months ended June 29, 2008, the sale of
TieTek(TM) crossties resulted in the gross profit of $2,418,421
compared to a gross profit of $217,876 in the three months ended
July 1, 2007.

The reversal to net income in the three months ended June 29,
2008, is primarily due to an increase in gross profit of
$2,200,545, a decrease of $337,995 in impairment expense of long
lived assets, and a decrease of $90,650 in depreciation and
amortization expense offset by an increase in selling, general and
administrative expenses of $159,343 and an increase in interest
expense of $405,162.

                       Liquidity Constraints

On Oct. 1, 2008, the company will be required to pay interest in
cash on the construction loan with Opus 5949 LLC.  On Oct. 31,
2008, the company will be required to repay the bridge loan of
$2,000,000, together with interest thereon.  Additionally, the
company will to have to fund its working capital deficit,
potential operating losses, and capital expenditures.

As of June 29, 2008, the company has no financing arrangements and
no commitments to obtain any such arrangements.  In view of this,
the company's ability to fund operations and to pay debts cannot
be assured.

In addition, the company is dependent on the sales to one major
customer (61% of Q3 total sales).  The loss of this customer,
Union Pacific Railroad Company, would have a material adverse
effect on the company's financial condition and results of
operations.

Full-text copies of the company's consolidated financial
statements for the quarter ended June 29, 2008, are available for
free at http://researcharchives.com/t/s?31e0

                 About North American Technologies

North American Technologies Group Inc. (OTC BB: NATK) --
http://www.natk.com/-- is principally engaged in the
manufacturing and marketing of engineered composite railroad
crossties through its 100% owned subsidiary TieTek LLC.  The
company's composite railroad crosstie is a direct substitute for
wood crossties, but with a longer expected life and with several
environmental advantages.


NUTRITIONAL SOURCING: Objections to Plan Must be Filed by Oct. 14
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has set an
Oct. 3, 2008, deadline for the filng of objections against the
confirmation of Nutritional Sourcing Corporation and its debtor-
affiliates's Chapter 11 Plan.

As reported in the Troubled Company Reporter on Sept. 10, 2008,
the Hon. Peter J. Walsh approved Nutritional Sourcing's disclosure
statement, paving the way for creditors and the Court to weigh the
company's joint liquidation plan.  Judge Walsh set an Oct. 14
hearing to consider confirmation of the liquidation plan that
Nutritional Sourcing and its debtor-affiliates proposed together
with the Official Committee of Unsecured Creditors.  The Plan
provides separate treatments for Nutritional Sourcing, Pueblo
International LLC, and FLBN LLC because their estate are not being
substantively consolidate.  The terms of the Chapter 11 plan
represent a settlement, among other things:

    i) of several of the largest claims against the Debtors'
       estates -- including a US$1,125,000 claim of Pension
       Benefit Guaranty Corporation, holders of senior secured
       notes and the Debtors' two executive officers, and

   ii) resolution of certain issues that have been disputed
       throughout the case, the amount of the FLBN intercompany
       claims that should be classified as a Pueblo trade claim
       and the bonus to be paid to Debtors' two executive
       officers.

The Oct. 14 hearing will be held before Judge Walsh in the U.S.
Bankruptcy Court for the District of Delaware, 824 Market Street,
Sixth Floor, Wilmington, Delaware.  The hearing may be continued
from time to time by announcing such continuance in open court or
in the agenda for such hearing, and the Plan may be further
modified, if necessary, prior to, during, or as a result of the
confirmation hearing, without further notice to parties-in-
interest.

The Court already authorized the Debtors to solicit acceptances of
the Plan.

Any holder of a claim objecting the classification of its claim as
a Pueblo General Unsecured Claim, must notify the Debtors and
Debtors' counsel by Oct. 3, 2008, 4:00 p.m., Eastern time.  Any
objection not served by the deadline will be forever barred.

Sept. 4, 2008, is the record date for purposes of determining
which parties are entitled to vote on the Plan.

All ballots must be received by the Voting Agent by Oct. 3, 2008.
Voting Instruction will be sent with the ballots.

The Plan, Disclosure Statement, Disclosure Statement Order, and
all other materials in the Debtors' Solicitation Package (other
than Ballots) may be obtained at the Debtors' expense by
contacting:

      (i) the Voting Agent:

          Nutritional Sourcing Corporation
          c/o Administar Services Group LLC
          P.O. Box 56636, Jacksonville
          FL 32241-6636

                        or

          Nutritional Sourcing Corporation
          c/o Administar Services Group LLC
          8475 Western Way, Suite 110
          Jacksonville, FL 32256
          Tel: (866) 890-0607

          Interested parties may also write to the Voting Agent at
          notice@administarllc.com with the subject line,
          "Nutritional Sourcing Corporation"

     (ii) the counsel to the Debtors:

          Pepper Hamilton LLP
          David B. Stratton
          David Fournier
          James C. Carignan
          1313 Market Street, Suite 5100
          Wilmington, Delaware 19899
          Tel: (302) 777-6500
          Fax: (302) 421-8390

          Kaye Scholer LLC
          Michael B. Solow
          Harold D. Israel
          Matthew J. Micheli
          70 West Madison Street, Suite 4100
          Chicago, IL 60602
          Tel: (312) 583-2300
          Fax: (312) 583-2360

Any party-in-interest wishing to review any of the pleadings
listed above may arrange to review those documents at the offices
of the undersigned counsel to the Debtors.  The documents are also
available in English or in Spanish at:
http://cases.administarllc.com/NSC.

                   About Nutritional Sourcing

Based in Pompano, Florida, Nutritional Sourcing Corp., fdba Pueblo
Xtra International, Inc. -- http://www.puebloxtra.com/-- owns and
operates supermarkets and video rental shops in Puerto Rico and
the US Virgin Islands.  The company and two affiliates, Pueblo
International, L.L.C., and F.L.B.N., L.L.C., filed for chapter 11
protection on Aug. 3, 2007 (Bankr. D. Del. Case Nos. 07-11038
through 07-11040).  Kay Scholer LLC represents the Debtors in
their restructuring efforts.  Pepper Hamilton LLP serves as their
Delaware counsel.  The U.S. Trustee for Region 3 appointed eight
creditors to serve on an Official Committee of Unsecured
Creditors.  Skadden, Arps, Slate, Meagher & Flom LLP represents
the Official Committee of Unsecured Creditors.  The company has
disclosed $130.8 million in assets and debt totaling
$266.5 million with the Court.


PAPPAS TELECASTING: Ch. 11 Trustee Agrees to Sell TV Stations
-------------------------------------------------------------
E. Roger Williams, chapter 11 trustee in the bankruptcy case of
Pappas Telecasting Inc. and its debtor-affiliates, reached a
tentative agreement with Entravision Communications Corp. to sell
eight of the Debtors' television stations near Reno, Nevada for
$4 million, William Rochelle of Bloomberg News says.  The bid is
subject to higher and better offers.

A definitive agreement with Etnravision hasn't been signed, Mr.
Rochelle quotes court documents as stating.

Mr. Williams related to the U.S. Bankruptcy Court for the District
of Delaware that an expedited sale is required since the Debtor
hasn't installed equipment for the stations to transmit digitally
by February as required by federal law, Mr. Rochelle relates.

The chapter 11 trustee proposes to set October 20 as bid deadline
and October 27 as auction date, Mr. Rochelle reports.  The Court
will hold a hearing to approve the proposed bidding procedures on
Sept. 16, 2008, Mr. Rochelle adds.

                      About Pappas Telecasting

Fresno, California-based Pappas Telecasting Inc., aka KMPH, aka
KMPH-TV, and aka KMPH Fox 26, -- http://www.pappastv.com/-- and
its affiliates are broadcasting companies.  Founded in 1971, their
stations reach over 15% of all U.S. households and over 32% of
Hispanic households.

Pappas and 21 affiliates filed chapter 11 petition on May 10, 2008
(Bankr. D. Del. Case No. 08-10915 through 08-10936).  Laura Davis
Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP represents the
Debtors in their restructuring efforts.  Administar Services Group
LLC is the Debtors' notice and claims agent.  The Debtors listed
$100 million to $500 million in assets and debts when they filed
for bankruptcy.

Harry J. Pappas, the CEO and chairman of Pappas Telecasting and
its debtor-affiliates, was the subject of a petition for Chapter 7
liquidation filed by creditors before the U.S. Bankruptcy Court
for the District of Delaware.  Mr. Pappas' wife Stella was also
subject of the involuntary petition.  The petitioning creditors
are Fortress Credit Opportunites I LP, Fortress Credit
Opportunites II LP, Ableco Finance LLC and Silver Oak Capital.
John H. Knight, Esq., at Richards Layton & Finger, represents the
Fortress Creditors.  Adam G. Landis, Esq., at Landis Rath & Cobb
LLP, in Wilmington, represents Ableco and Silver Oak.

According to Bloomberg, the Debtors listed assets with a book
value of $460 million and debt of $537 million, including inter-
corporate debt.


REYNOLDS AMERICAN: To Reduce 16% of Workforce at RAI and R.J.
-------------------------------------------------------------
Reynolds American Inc. said that approximately 570 full-time jobs
within RAI and its largest subsidiary, R.J. Reynolds Tobacco
Company, will be eliminated, which represents about 16% of those
two companies' Winston-Salem-based workforce and about 10 percent
of the two companies' U.S. workforce.  About 44% of those job
eliminations were matched with employees who had expressed
interest in leaving the companies through a survey.  The majority
of the job eliminations will occur between third quarter 2008 and
year-end 2009, with a few transitions extending into 2010.

Employees of Conwood and Santa Fe Natural Tobacco Company, as well
as R.J. Reynolds' production associates and trade marketing
personnel outside Winston-Salem, were not included in the business
analysis or impacted by these job eliminations.  RAI and R.J.
Reynolds employees whose jobs are eliminated will be eligible for
outplacement assistance and severance benefits, which are based on
salary and length of service.  These salary and benefits
continuation programs provide two weeks' base pay for every year
of service, with a minimum of 13 weeks' pay and a maximum of 78
weeks.

Reynolds American Inc. said restructuring charges Tuesday related
to changes planned in the organizational structures at RAI and
R.J. Reynolds.  The companies will be streamlining non-core
business processes and programs to allocate additional resources
to strategic growth initiatives, and Reynolds Tobacco is making a
modification to its brand-portfolio strategy.

"As we invest in growth to expand the business base of our
operating companies to innovative new tobacco products, we
continually review our plans to support that strategy and to
strengthen performance in a changing marketplace," said Susan M.
Ivey, RAI's chairman, president and chief executive officer.  "We
are intent on operating our businesses as efficiently as possible
to focus our resources on growth priorities, while aligning our
plans, processes and cost structures with the competitive and
external environment."

RAI will record a pretax third-quarter restructuring charge of
approximately $90 million, or about $55 million after tax.  The
$90 million charge represents severance, benefits and related
costs.  Reductions in the RAI and R.J. Reynolds Tobacco workforces
will generate savings of about $100 million by year-end 2010, with
annualized savings of about $55 million thereafter.

                      Management's Perspective

"In August, Reynolds American and R.J. Reynolds Tobacco began a
comprehensive business analysis as the latest step in our ongoing
process of evaluating the best ways to continue improving
the performance, efficiency and competitive position of each
company," said Ivey.  "Both companies reviewed all their business
plans and activities -- with RAI focused on enhancing innovation
and strategic insight across its operating companies, and R.J.
Reynolds focused on freeing up additional resources to invest in
growth by seizing opportunities to become faster, more flexible
and efficient."

Through the business analysis, Reynolds American and Reynolds
Tobacco identified various ways to simplify programs and
processes, reduce complexity and improve productivity across their
organizations.

"Continued success demands that we fully align our plans, programs
and people behind the things that matter most to our future
performance," said Daniel M. Delen, chairman, president and chief
executive officer of R.J. Reynolds.  "The steps we are taking
support R.J. Reynolds' ongoing evolution to a 'total tobacco'
business model that includes both cigarettes and innovative
smokeless tobacco products.

"Simplifying and discontinuing activities results in significant
job eliminations, and has involved many difficult and painful
decisions.  We deeply regret the personal impact on employees
whose jobs are eliminated; and we are providing generous severance
benefits to help with their transitions," Mr. Delen said.

                 Key Initiatives at Reynolds American

The following changes are designed to enhance growth and
efficiency at RAI operating companies, as well as the parent
company's strategic oversight role:

  -- Reynolds American is creating a new growth and innovations
     organization, which will focus on innovation, consumer and
     market insights, competitive assessment and maximizing
     trademark equity across RAI's operating companies. RAI
     operating companies make and market leading national tobacco
     brands across most major tobacco-product categories, and
     Reynolds American plans to capitalize on the collective
     expertise and insights about adult tobacco consumers across
     its operating companies.

  -- The R.J. Reynolds Global Products, Inc. (GPI) subsidiary of
     RAI was not part of the business analysis, but separately
     undertook a review of its strategic focus and resource
     allocation.  As a result, several of GPI's current activities
     will be reassigned to other RAI operating companies by year-
     end.

            Key Changes at R.J. Reynolds Tobacco Company

R.J. Reynolds will continue to enhance the efficiency of its
cigarette business while evolving its business base to include
innovative smoke-free tobacco products.  In addition:

  -- The company is modifying its portfolio strategy by designating
     its premium menthol Kool brand from a growth brand to a
     support brand. R.J. Reynolds will focus Kool's future
     marketing and promotional support to geographic areas where
     the brand demonstrates strong consumer appeal.

  -- R.J. Reynolds is refocusing its investment in the premium
     menthol category on the Camel brand, which today is primarily
     known for its non-menthol styles.  The company believes that
     Camel's strength provides significant opportunities in the
     expanding premium-priced menthol category, in which the brand
     currently has a small but growing position.  Camel has long
     been the company's primary growth brand, based on the strength
     of its unique positioning and product line, taste signature
     and innovative marketing approach.

  -- R.J. Reynolds has also launched other cost and complexity
     reduction initiatives that include supply-chain efficiencies,
     streamlining of processes and support functions, and
     additional outsourcing of non-core activities.

                            2008 Outlook

In late July, RAI announced that it expected full-year 2008
earnings -- excluding the gain from the termination of a joint
venture -- to be consistent with prior-year results.  The company
is evaluating the potential impact of the restructuring, as well
as other changes in business programs and related potential cost
savings, on 2008 performance and will provide an update when it
issues third-quarter 2008 results.  Reynolds Tobacco is also
reviewing the value of its Kool trademark; if the analysis
results in any impairment, RAI will include that impact in its
third-quarter 2008 results.

                     About Reynolds American Inc.

Headquartered in Winston-Salem, North Carolina, Reynolds American
Inc. (NYSE: RAI) is the ultimate parent company of wholly owned
subsidiaries, R.J. Reynolds Tobacco Company (manufactured
cigarettes), Santa Fe Natural Tobacco Company (additive free
tobacco cigarettes), Lane Limited (roll your own tobacco brands)
and Conwood Holdings, Inc. (smokeless tobacco products).

The company's condensed consolidated balance sheets showed total
assets of $17.8 billion and total debts of $10.1 billion resulting
in a stockholders' equity of $7.7 billion for the quarterly period
ended June 30, 2008.


SABINE PASS: S&P Confirms 'B+' Rating on Senior Secured Notes
-------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' issue-level
rating on Sabine Pass LNG L.P.'s senior secured notes due 2016
following the company's $145 million add-on.  Sabine Pass has
increased its outstanding $1.482 billion notes to $1.627 billion.
The recovery rating on this debt remains unchanged at '4',
indicating the expectation for average (30%-50%) recovery in the
event of a payment default.  The outlook is negative.

Sabine Pass is an indirectly owned, 100% subsidiary of Cheniere
Energy Inc. (CCC+/Negative/--), a Houston-based liquefied natural
gas (LNG) project developer.

Note proceeds will be used to help fund the remaining construction
costs of the Sabine Pass 4 billion cubic feet (bcf)/day
regasification terminal.  This debt issuance was factored into our
Aug. 12, 2008 ratings affirmation on Sabine Pass and Cheniere.

"Sabine Pass's ratings are higher than Cheniere's due to strong
ring-fencing protections that we believe insulate the credit
quality of Sabine Pass from the rest of the Cheniere organization
and allow for the maximum three-notch rating differential under
our project finance criteria," said Standard & Poor's credit
analyst William Ferara.

"We cap the ratings differential for the two entities because we
think Cheniere's deteriorating financial condition could also harm
asset quality at Sabine Pass," S&P said.

The August 2008 rating affirmation reflected Cheniere's $250
million convertible security financing to replace its $95 million
bridge loan and provide it with additional funds. Despite
continuing pressure resulting from low import volumes of LNG to
the U.S., the financing should enable the company to remain
solvent over the next couple of years.  Bondholders at Sabine Pass
continue to be supported by contracted revenues from the Total
S.A. and Chevron Corp. terminal use agreements while Cheniere's
bondholders are supported by the company's existing cash balance.
Cheniere's cash on hand will be used to meet its interest payments
and operating expenses, assuming no cost overruns to complete
Sabine Pass Phase 2 above the project's additional indebtedness
covenant or the use of the cash balance in a shareholder-friendly
manner.  "We estimate that cash held by Cheniere will be
sufficient to service debt at the holding company over at least
the next 12 months," S&P said.

The negative outlook is tied to Cheniere's outlook and is based on
its strained liquidity position and continued lower cash flow
projections in 2008.  "We could lower the ratings if Cheniere's
unrestricted cash balance declines further or quicker than
expected or if additional shares of its common stock
are repurchased with cash on hand," S&P related.  "Upgrade
potential is not likely in the near term unless Cheniere can
markedly improve its financial risk or Cheniere Marketing can
produce significant incremental cash flows for Cheniere to reduce
its parent-level debt.  In addition, the successful completion of
Sabine Pass Phase 2 is required to either stabilize the outlook or
raise ratings," S&P continued.


STONEY GLEN: Court Sets Sept. 19 Liquidation Plan Hearing
---------------------------------------------------------
The United States Bankruptcy Court for the Eastern District of
Virginia scheduled a hearing on the liquidation plan of bankrupt
Stoney Glen, LLC, on Sept. 19, 2008, according to Tom Shean of
HamptonRoads.com.

The Debtor was formed seven years ago to develop 140 acres in
Chesterfield County for single-family lots, Mr. Shean recalls.

The Debtor's initial agreement allowed home builder NVR, Inc., the
right to purchase 202 fully developed single-family lots over five
years, Mr. Shean quotes the Debtor as saying.  However, the
project was hampered by the time and cost of getting needed
government approvals and by disagreements with NVR, Mr. Shean
continues to quote the Debtor as saying.

Stoney Glen said it expects to attract a higher sales price for
its property by using a Chapter 11 bankruptcy than a trustee could
raise through a Chapter 7 filing, Mr. Shean points out.

Portsmouth, Virginia-based Stoney Glen, LLC is a real estate
developer.  On August 7, 2008, the Debtor filed for Chapter 11
bankruptcy protection with the United States Bankruptcy Court for
the Eastern District of Virginia (Bankr. E.D. Va. Case No.
08-72616).  Ann Brogan, Esq., at Marcus Crowley & Liberatore,
P.C., represents the Debtor in its restructuring efforts.  The
Debtor listed between $1,000,000 and $10,000,000 in assets and
between $1,000,000 and $10,000,000 in debts when it filed for
bankruptcy.


STRATUS GROUP: Sole Director Faces Improper Interference Charges
----------------------------------------------------------------
Leedom Financial Services LLC accused Stratus Group, Inc.'s
controlling shareholder and sole director Earl Bass of improperly
interfering in the management of business, William Rochelle of
Bloomberg News relates.  Leedom asserted in court documents filed
with the U.S. Bankruptcy Court for the Middle District of Georgia
that at least $12 million in fraudulent leases were delivered to
Stratus' lenders prior to the bankruptcy filing.

Leedom related that it learned on Sept. 5, 2008, of Mr. Bass'
appointment of his lawyer, Glenn Kirbo, Esq., as chief executive
officer of Stratus, Mr. Rochelle adds.  Prior to the bankruptcy
filing, Mr. Bass left his positions in the company and fired
Stratus' chief financial officer, Mr. Rochelle says.

Leedom requested the Court to halt the change in management
pending permanent injunction.

After the bankruptcy filing, Leedom had reportedly allowed Stratus
to use cash granted that Mr. Bass takes his hands off the
management of the business.

According to Mr. Rochelle, Leedom and the Official Committee of
Unsecured Creditors reached an agreement a week ago on a
reorganization plan that they hope to implement "on an expedited
basis."

Leedom also asked the Court to expand the powers of the chief
restructuring officer allowing the CRO to file a plan on behalf of
the Debtor, Mr. Rochelle reports.  The CRO had reported that the
Debtor leased about 4,745 autos to customers postpetition.  The
CRO, according to Mr. Rochelle, reported that in 2007, Stratus
"intentionally submitt[ed] inaccurate borrowing requests" to a
lender.

Another creditor sought the appointment of a chapter 11 trustee,
based on the report.

Leesburg, Georgia-based Stratus Group, Inc., does business as
Freeway Auto Credit and Xpressway Auto Credit.  It filed a chapter
11 petition together with two debtor-affiliates on July 15, 2008
(Bankr. M.D. Ga. Case No. 08-11096).  Judge James D. Walker, Jr.,
presides over the case.  Paul K. Ferdinands, Esq., at King and
Spalding, LLP, represents the Debtors in their restructuring
efforts.  An Official Committee of Unsecured Creditors has been
appointed in this case.  The Debtors estimated both of their
assets and debts to be between $10,000,000 and $50,000,000.
William Rochelle reports that the Debtors had $45.8 million in
assets and $53.2 million in debts, including $42.9 million in
secured claims.


STREAM COMMS: CDN$3,107,320 Net Loss Casts Going Concern Doubt
--------------------------------------------------------------
The management of Stream Communications Network & Media, Inc.,
believes its current condition casts substantial doubt about its
ability to continue as a going concern.  The company has recurring
operating losses, an accumulated deficit and negative working
capital at Dec. 31, 2007.  The continuing operations of the
company are dependent upon its ability to commence profitable
operations in the future.

The company posted a net loss of CDN$3,107,320 on total revenues
of CDN$7,376,978 for the year ended Dec. 31, 2007, as compared
with a net loss of CDN$4,485,893 on total revenues of
CDN$6,472,905 in the prior year.

The company has not been profitable in the past.  The aggregate of
its net losses or its accumulated deficit of CDN$49,994,299 at
Dec. 31, 2007, has been financed by debt, private placements of
equity securities, equity issued on settlement of debt and the
exercise of stock options and warrants.

The company is actively pursuing additional funding to continue
its current projects.  The availability of those funding may be on
terms that require a significant reduction in scope of operations
or disposal of assets.  Management continues its efforts to
develop the company's operating capabilities in order to improve
cash flow from operations.

                       Results of Operations

Although the company ended 2007 with a working capital deficit of
CDN$9,871,755 compared with CDN$1,787,498 in 2006, this is not a
reflection of its financial position subsequent to Dec. 31, 2007,
as CDN$6,166,566 of the working capital deficit at Dec. 31, 2007,
is linked directly to the investment of Penta Investments Ltd.,
causing existing long-term debt to become payable upon completion
of the transaction.  Had the company not concluded the transaction
with Penta, the working capital deficit in 2007 would have been
comparable to 2006.

Revenue increased by 14% in 2007 as compared with 2006, as result
of actively promoting Internet services to subscribers for the
network modernized in 2006 as well as focused direct sales efforts
to upgrade existing subscribers to premium service packages.  The
rates for services increased in 2007 by 14% to offset the
increased costs for programming and system lease expenses.

Operating Expenses increased by 13% from Dec. 31, 2006, to
Dec. 31, 2007, as a result of the company engaging professional
advisors to support management at raising funds, and in particular
to provide advisory services to management in the finalization of
the terms on the agreement entered into with Penta on its
investment in Stream Poland.

The company reported a negative Adjusted EBITDA of CDN$1,255,799
for the year ended Dec. 31, 2007, as compared with CDN$502,984 in
2006.  The deterioration of Adjusted EBITDA in 2007 from 2006 is a
result of transactions with advisors engaged by the company to
assist in the completion of the transaction with Penta.

                            Balance Sheet

At Dec. 31, 2007, the company's balance sheet showed
CDN$16,619,743 in total assets, CDN$12,202,928 in total
liabilities, and CDN$3,493,290 in total stockholders' equity.

The company's consolidated balance sheet at Dec. 31, 2007, also
showed strained liquidity with CDN$1,762,585 in total current
assets available to pay CDN$11,619,493 in total current
liabilities.

A full-text copy of the company's annual report on Form 20-F for
the year ended Dec. 31, 2007, is available at no extra charge at
http://ResearchArchives.com/t/s?3192

                          Subsequent Events

In the fourth quarter of 2007, management focused on securing an
investment agreement with Penta.  This delayed the bond offering
and limited the company's possibility to finance its operations
and investments through vendor financing.

The bond offering was executed in November 2007 to manage cash
flow until the investment agreement with Penta was completed.
Stream Poland executed a bond offering, for which the bond was
repaid within two months after issue, at an expense of
CDN$157,120.

Following the preliminary investment agreement with Penta signed
in December 2007 and finalized in February 2008, both Stream
Canada and Stream Poland have repaid all external debt, and
provided the company with sufficient cash to finance its new
venture in Streamline (Greenfield CATV Network in Suwalki,
Poland), and Stream Poland has been recapitalized providing
capital and liquidity to its operations.

                    About Stream Communications

Stream Communications Network and Media, Inc., --
http://www.streamcn.com/-- provides broadband communications
services, including cable TV, Internet access, and voice over
Internet protocol telephone service to customers in Poland.  It
operates primarily through wholly owned subsidiary Stream
Communications Sp. z.o.o., which is based in Poland.  Stream
serves the areas of Malopolskie, Podkarpackie, Slaskie, and
Swietokrzyskie, where it has 60,000 cable TV subscribers and about
4,000 subscribers for Internet access.  The company started out
offering only cable TV service, but has since expanded its
offerings through acquisitions and network upgrades.  Stream
Communications is headquartered in Vancouver, British Columbia,
Canada.


TULLY'S COFFEE: Delays Filing of 10Q for Period Ended June 29
-------------------------------------------------------------
Tully's Coffee Corp. says its report on Form 10-Q for the first
quarter ended June 29, 2008, will be delayed, as information
necessary for the filing of a complete and accurate report could
not be gathered within the prescribed time period without
unreasonable effort and expense.  The company's annual report on
Form 10-K for the period ended March 30, 2008, has also not been
filed.

                        About Tully's Coffee

Headquartered in Seattle, Tully's Coffee Corporation --
http://www.tullys.com/-- is a specialty retailer and wholesaler
of fully handcrafted roasted, gourmet coffees.

                           *     *     *

As reported in the Troubled Company Reporter on April 29, 2008,
Tully's Coffee Corp.'s consolidated balance sheet at Dec. 30,
2007, showed $19.3 million in total assets and $29.6 million in
total liabilities, resulting in a $10.3 million stockholders'
deficit.


WENTWORTH ENERGY: Corrects Errors in Debt Restructuring Accounting
------------------------------------------------------------------
Wentworth Energy, Inc., filed with the U.S. Securities and
Exchange Commission on Aug. 8, 2008, Amendment No. 1 to its Annual
Report on Form 10KSB/A for the year ended Dec. 31, 2007,
originally filed on April 14, 2008.  The previously filed 2007
consolidated financial statements have been restated for errors in
accounting for a debt restructuring.

In this filing, the company retroactively restated certain amounts
as a result of these events:

     1.  In connection with the October 2007 debt restructuring
         the company improperly allocated a $20.9 million increase
         in the fair value of its derivative liabilities to debt
         discount.  It was subsequently determined that only
         $3.8 million should have been allocated to debt discount,
         with the remainder of the increase in fair value
         attributed to loss on derivative contracts.

      2. An adjustment to amortization expense related to the
         senior secured convertible notes was required as a result
         of the preceding paragraph.

      3. Series B warrants with a fair value of $4.6 million were
         improperly included in derivative liabilities.

                        Going Concern Doubt

In a revised letter dated Aug. 19, 2008, Dallas-based Hein &
Associates LLP raised substantial doubt about the ability of
Wentworth Energy, Inc., to continue as a going concern after it
audited the company's financial statements for the year ended Dec.
31, 2007.  The auditor stated that the company has incurred
significant recurring losses and has a working capital deficit.

                        Management Statement

The company has incurred significant, recurring losses from
operations and has a working capital deficit.  These factors raise
substantial doubt about the company's ability to continue as a
going concern.  The company's ability to continue as a going
concern is dependent upon achieving profitable operations,
maintaining compliance with the terms of the amended debt
agreements with its senior secured convertible note holders and
injection of additional capital.

There can be no assurance that future operations will be
profitable.  Revenues and profits, if any, will depend upon
various factors, including whether the company will be able to
continue expansion of its revenue.  The company may not achieve
its business objectives and the failure to achieve those goals may
render the company to be unable to continue its business, which
would result in its stock having little or no value.

The company's future performance depends upon its ability to
acquire and develop oil and gas reserves that are economically
recoverable.  Without successful exploration, exploitation or
acquisition activities, the company will not be able to develop
reserves or generate revenues.  The company might not be able to
acquire or develop reserves on acceptable terms, or if the company
do acquire or develop reserves, that those reserves will yield
commercial quantities of oil and gas deposits.

During 2007, the company's Texas-based drilling contractor
subsidiary Barnico Drilling, Inc., had two primary customers for
drilling representing 26% and 13% of total sales, respectively.
Late in the first quarter of 2007, one of the customers of Barnico
suspended its drilling operations.  During the second half of
2007, the drilling operations were put on hold while management
reconsidered the long-term viability of the drilling operations.

In addition, the company lacked adequate funding and was not able
to use Barnico's drilling rigs or crews to drill on its own
properties.  So, almost all of the year-to-date drilling revenue
was produced in the first quarter of 2007.  Furthermore,
management anticipates the demand for contract drilling may
decline over the next 12 months because certain contracts
available in the East Texas market may require drilling rigs
capable of drilling wells, which are beyond the capabilities of
Barnico.  The continued difficulty in attracting new customers and
subsequent inability to resume drilling operations may require the
management to reconsider the long-term viability of this
subsidiary within the company.

If the company is unable to attract new customers and resume
Barnico's drilling operations, the company may have to consider
selling the subsidiary.  Putting the equipment in temporary
storage and reducing the number of employees to a minimum have
reduced carrying costs.  However, the company may not be able to
find a buyer for the subsidiary or its equipment, which could
result in a further impairment charge for the remaining investment
in Barnico.  Even if the company finds a buyer, it may not receive
a sales price sufficient to cover its remaining investment in
Barnico.

                  Exploration and Development Plans

Whether the company could ultimately undertake an exploration
project will depend on these factors:

    -- availability and cost of capital;

    -- receipt of additional seismic data or the reprocessing of
       existing data;

    -- current and projected oil or natural gas prices;

    -- the costs and availability of drilling rigs and other
       equipment supplies and personnel necessary to conduct
       operations on the property;

    -- success or failure of activities in similar areas;

    -- changes in the estimates of the costs to complete the
       project;

    -- the company's ability to attract other industry partners to
       acquire a portion of the working interest to reduce costs
       and exposure to risks; and

    -- decisions of the company's joint working interest partners.

The management will continue to gather data about the company's
projects, and it is possible that additional information will
cause to alter its schedule or determine that a project should not
be pursued at all.  The company's plans regarding its projects are
subject to change.

                              Revenues

In its restated consolidated statement of operations, the company
posted net income of $44,684,929 on total revenues of $2,182,802
for the year ended Dec. 31, 2007, as compared with a net loss of
$80,983,951 on total revenues of $3,040,802 in the prior year.

Revenues from oil and gas sales were $1,100,000 in 2007 compared
with $200,000 in 2006.  Revenues from third party drilling reflect
a substantial decrease in 2007 resulting from the softening demand
for rigs like those operated by Barnico.  Drilling revenues were
$1,000,000 in 2007 compared with $2,900,000 in 2006.  The
company's 2006 operations represented the commencement of
significant active drilling operations as a result of the
acquisition of Barnico in July; however, the demand for drilling
rigs decreased substantially in 2007.

Since the July 2006 acquisition of Barnico, Wentworth's operations
have been viewed as two segments, drilling operations and oil and
gas production.  The drilling segment is engaged in the land
contract drilling of oil and natural gas wells.  Its operations
reflect revenues from contracting one of Barnico's two drilling
rigs and crew to third parties, until the time the company is
prepared to utilize both rigs on its own properties.  The oil and
gas production segment effectively began active operations in 2006
and is engaged in the exploration, development, acquisition and
production of oil and natural gas properties.  Management reviews
and evaluates the segment operations separately, and anticipates
the contract drilling activities to diminish significantly over
the next 12 months.  The operations of both segments have focused
on counties in east Texas.  There was no contract drilling in
2005, and there were no active operations for the company in 2004.

                         Operating Expenses

The company's operating costs totalled $10,200,000 for 2007
compared with $2,700,000 for 2006.  The $7,500,000 increase in
expenses was primarily due to a $4,300,000 impairment charge
related to certain of its oil and gas properties and a $2,700,000
impairment charge related to drilling equipment.  Other
significant expenses in 2007 and 2006 were drilling costs of
$600,000 and $1,000,000, respectively, salaries and taxes of
$1,000,000 and $1,000,000, respectively, and depreciation and
depletion of $700,000 and $300,000, respectively.  Drilling costs
include drill bits, drill pipe, fuel, and site preparation, while
the costs of salaries and taxes relate mostly to drilling
activities, including per diem costs and property taxes.

                   Liquidity and Capital Resources

The company's primary sources of liquidity during the year were
$2,200,000 of operating revenues, of which $1,000,000 resulted
from drilling operations and $1,200,000 from oil and gas revenues.
In addition to operating revenues, the company restructured its
senior secured convertible notes.

The principal balance of the notes increased by $21,400,000, of
which $5,000,000 was received in cash.  Accrued interest and
penalties from 2006 and 2007 of around $16,400,000 accounted for
the remaining increase in the note principal.

For 2006, the company had $3,000,000 of operating revenues, of
which $2,900,000 represented drilling operations, $2,100,000 from
the issuance of common stock including options, $31,500,000 cash
proceeds from the issuance of its senior secured convertible
notes, $300,000 in cash proceeds from sales of its interests in
oil and gas properties, and $1,500,000 from a convertible
debenture financing, of which around $400,000 was converted to
shares of its common stock during 2006.

The company also received proceeds of $2,700,000 in 2006 from
leasing certain of its oil and gas interests in almost 9,000 acres
in Freestone County, Tex., under a three-year Lease and a Joint
Operating Agreement.  Because this amount represented restricted
funds pursuant to an agreement with its lenders, the proceeds are
reflected in long-term assets in the company's Consolidated
Balance Sheet as of Dec. 31, 2006.  As of Oct. 31, 2007, the
restriction was terminated under its debt restructuring and these
funds became unrestricted.

The company's ability to continue as a going concern is dependent
upon achieving profitable operations, maintaining compliance with
the terms of the amended debt agreements with its senior secured
convertible note holders and injection of additional capital.  The
outcome of these matters cannot be predicted at this time.

During 2007 the company successfully negotiated new terms with the
company's lenders and received additional loan proceeds of
$5,000,000.  The company's primary uses of cash during 2007 were
general and administrative costs like professional fees, investor
relations and management fees and the cost of development of its
mineral rights.  In order to maintain its operations, the
company's cash needs are around $400,000 to $500,000 monthly.
Capital expenditures are subject to available funds.

The company's short-term liquidity requirements for the next 12
months include interest payments, penalties and maturities, cash
requirements for its oil and gas production expenses, and capital
expenditures.  The company's long-term liquidity requirements are
substantially similar to its short-term liquidity requirements.

During 2007 and 2006, the company used $6,900,000 and $3,900,000
respectively, of cash in its operating activities.  The company's
cash used in operating activities was primarily attributable to
its property operations and general and administrative costs like
professional fees, investor relations and management fees.
Barnico's contract drilling operations ceased early in 2007.

During 2007, investing activities generated $1,000,000 in cash.
In 2006, the company used $25,100,000 of cash in its investing
activities.  Of the proceeds from the 2006 private placement, the
company used $22,100,000 to complete the purchase of the Anderson,
Freestone and Jones Counties' mineral rights and Barnico Drilling,
Inc.  In 2007 the company used $1,700,000 to purchase oil and gas
properties.

During 2007 and 2006, the company provided $5,800,000 and
$33,300,000 respectively, from its financing activities.

                            Balance Sheet

At Dec. 31, 2007, the company's restated balance sheet showed
$42,899,214 in total assets, $42,268,600 in total liabilities, and
$630,614 in total stockholders' equity.

The company's restated consolidated balance sheet at Dec. 31,
2007, showed strained liquidity with $4,207,658 in total current
assets available to pay $23,081,290 in total current liabilities.

At Dec. 31, 2006, the company has a stockholders' deficit of
$57,000,811.

A full-text copy of the company's restated 2007 annual report is
available for free at http://ResearchArchives.com/t/s?31d2

                       About Wentworth Energy

Headquartered in Palestine, Tex., Wentworth Energy Inc. (OTC BB:
WNWG) -- http://www.wentworthenergy.com/-- is an independent
exploration and production company focused on developing North
American oil and natural gas reserves.  The company owns a 27,557-
acre mineral block in east central Freestone County and west
central Anderson County in the active East Texas Basin, as well as
an active oil and gas contract drilling company, Barnico Drilling,
Inc., which has serviced east Texas drilling demand since the late
1970s.


WEST GALENA: Court Transfers Ch. 11 Cases to Colorado
-----------------------------------------------------
Judge Marci B. McIvor of the United States Bankruptcy Court for
the Eastern District of Michigan transferred West Galena Real
Estate, LLC, and its debtor-affiliates' Chapter 11 bankruptcy
cases to a Colorado bankruptcy court near the Rosewood Telluride
hotel of the Debtors on August 29, 2008, reports Patrick Healy of
The Daily Planet.

Aaron B. Honigman who owns the Debtors wanted the case to stay in
Michigan, where he has business interests, while his creditors
wanted the bankruptcy to play out in Colorado, nearer to the
planned site of the Rosewood hotel, notes Mr. Healy.

Mr. Healy says that the Debtors filed for bankruptcy protection as
a last-minute attempt to salvage a teetering real-estate venture.
The filing came one day before the Debtors' five acres of
undeveloped land in Mountain Village was to be sold in a
foreclosure sale, according to Mr. Healy.

Based in Park City, Utah, West Galena Real Estate, LLC and
affiliates West Galena Holdings, LLC and Lot 129, LLC are real
estate developers.  Their project involves the development of
hotel and condominium units on prime lots near the Telluride,
Colorado ski and golf resorts.  Each of the debtors is responsible
for the development of a discrete portion of the overall project.
They filed separate Chapter 11 petitions with the U.S. Bankruptcy
Court for the Eastern District of Michigan (Detroit) on May 10,
2008 (Case No. 08-54048).  Judy B. Calton, Esq. at Honigman Miller
Schwartz & Cohn, LLP represents the Debtors.  When West Galena
Real Estate LLC filed for bankruptcy, it listed assets of $100
million to $500 million and debts of $10 million to
$50 million.  Among its largest unsecured creditors are Daniel M.
Honigman, Esq., who is owed $10,483,370; Honigman Foundation,
Inc., which is owed $3,910,599; Aaron Honigman, who is owed
$1,726,453; and AB Ridge II, LLC, which is owed $1,303,067.


WICKES FURNITURE: Committee Proposes Settlement of Claims
---------------------------------------------------------
The Official Committee of Unsecured Creditors of Wickes Furniture
Company, Inc. and its debtor-affiliates is proposing procedures to
simplify settlements on several lawsuits the Committee filed
against the Debtors.

The Committee had requested the U.S. Bankruptcy Court for the
District of Delaware to enter an order approving certain
procedures in connection with the settlement of actions, including
an adversary proceeding for the avoidance and recovery of certain
transfers made by the Debtors prior to the bankruptcy filing.

The Receivable Management Services Corporation was approved by the
Court to serve as the Committee's special litigation counsel,
specifically to assist in the pursuing, settling or litigating
certain avoidance actions.

The Committee seeks authority to settle before the commencement of
adversary proceedings if (i) the aggregate amount of transfers
sought to be avoided and recovered in the avoidance action is less
than $75,000; or (ii) the aggregate amount of the transfers sought
to be recovered in the avoidance action exceeds $75,000 but the
settlement amount is not less than 70% of the face amount of the
avoidance action.

Based in Wheeling, Illinois, Wickes Furniture Company, Inc. --
http://www.wickesfurniture.com/-- is a furniture retailer in the
U.S. with 43 retail stores serving greater Chicago, Los Angeles,
Las Vegas, and Portland.  Founded in 1971, Wickes offers room
packages featuring complete living rooms, dining rooms, bedrooms
as well as bedding, home entertainment, accessories and accent
furniture.  Wickes employs more than 1,700 employees and offers
products from leading furniture and bedding manufacturers.

The company and two of its debtor-affiliates filed for Chapter 11
protection on Feb. 3, 2008 (Bankr. D. Del. Lead Case No.
08-10213).  Nancy Peterman, Esq., at Greenberg Traurig LLP, in
Florida and Sandra G. Selzer, Esq., at Greenberg Traurig LLP, in
Delaware represent the Debtors in their restructuring efforts.
The Debtors selected Epiq Bankruptcy Solutions LLC as claims,
noticing and balloting agent.  The U.S. Trustee for Region 3
appointed seven creditors to serve on an Official Committee of
Unsecured Creditors.  Margaret M. Manning, Esq., at Whiteford
Taylor & Preston in Wilmington, Delaware, represents the Committee
in these cases.  Wickes Furniture Company's schedules show total
assets of $95,503,244 and total liabilities of $153,787,895.
Wickes Holding's schedules show total assets of $15,108,493 and
total liabilities of $79,535,472.


WORLD HEART: June 30 Balance Sheet Upside-Down by $7,425,487
------------------------------------------------------------
World Heart Corp.'s consolidated balance sheet at June 30, 2008,
showed $2,394,260 in total assets and $9,819,747 in total
liabilities, resulting in a $7,425,487 stockholders' deficit.

At June 30, 2008, the company's consolidated balance sheet also
showed strained liquidity with $1,323,363 in total current assets
available to pay $3,819,747 in total current liabilities.

The company reported a net loss of $3,049,673 on revenue of
$535,534 for the second quarter ended June 30, 2008, versus a net
loss of $4,476,681 on revenue of $848,594 in the comparable period
a year ago.

Research and development expenses for the three months ended
June 30, 2008, decreased by $1,203,206, or 38.4%, compared with
the three months ended June 30, 2007.  The second quarter of 2007
included $567,000 of non-recurring charges, primarily related to
site restoration of one of the two Oakland headquarters buildings
previously occupied under a lease, which expired in April, 2007.
Additionally, due to cash constraints in the second quarter of
2008, expenditures for Levacor(TM) Rotary VAD development were
curtailed.

Historically, WorldHeart has funded losses from operations through
the sale of equity and issuance of debt instruments.  Combined
with revenues and investment income, these funds have provided
WorldHeart with the resources to operate its business, sell and
support its products, fund its research and development program
and clinical trials, apply for and obtain the necessary regulatory
approvals and develop new technologies and products.

As reported in the Troubled Company Reporter on Aug. 7, 2008,
WorldHeart completed a $30.0 million private placement transaction
and recapitalization under the terms of the Recapitalization
Agreement dated June 20, 2008, and amended on July 31, 2008.  With
the completion of the private placement and recapitalizaton, the
company believes it has sufficient cash to fund operations for at
least twelve months and believes that it will be able to realize
its assets and discharge its liabilities in the normal course of
operations.

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?31e3

                      About World Heart Corp.

World Heart Corp. -- http://www.worldheart.com/-- is a
developer of mechanical circulatory support systems.  The company
is headquartered in Oakland, Calif. with additional facilities in
Salt Lake City, and Herkenbosch, Netherlands.  WorldHeart's
registered office is Ottawa, Ontario, Canada.


* S&P Cuts 205 Class Certificates from RMBS Transactions
--------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 205
classes from 17 residential mortgage-backed securities (RMBS)
transactions backed by U.S. Alternative-A (Alt-A) mortgage
loan collateral issued in 2006 and 2007.  The downgraded classes
have a current balance of approximately $6.91 billion.  S&P
removed 155 of the lowered ratings from CreditWatch with negative
implications.  In addition, S&P affirmed its ratings on 63 classes
and removed 28 of the affirmed ratings from CreditWatch
negative.

"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 stated in 'S&P
Publishes Revised Projected Losses For 2006-2007 U.S. Alt-A Short-
Reset Hybrid, Neg-Am RMBS,' published Aug. 20, 2008, on
RatingsDirect," S&P said.  "We arrived at our estimated projected
losses for the Alt-A RMBS deals using the analysis outlined in

"Standard & Poor's Revised Default And Loss Curves For U.S. Alt-A
RMBS Transactions," published Dec. 19, 2007, on RatingsDirect.
The revised loss assumptions used in this review also include the
new loss severity assumptions, which were outlined in "Criteria:
Standard & Poor's Revises U.S. Subprime, Prime, And Alternative-A
RMBS Loss Assumptions," published on July 30, 2008, on
RatingsDirect.

"As part of our analysis, we considered the characteristics of the
underlying mortgage collateral as well as macroeconomic
influences," S&P said.  "For example, the risk profile of the
underlying mortgage pools influences our default projections,
while our outlook for housing price decline and the
health of the housing market influence our loss severity
assumptions.  In addition, we took into account the current trends
in the delinquency buckets in our review of these deals," S&P
related.

"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
expected ability to withstand additional credit deterioration.  In
order to maintain a rating higher than 'B', a class had to absorb
losses in excess of the base-case assumptions we assumed in our
analysis.  For example, a class may have to withstand
approximately 115% of our base-case loss assumptions in order to
maintain a 'BB' rating, while a different class may have to
withstand approximately 125% of our base-case loss
assumptions to maintain a 'BBB' rating.  A class that has an
affirmed 'AAA' rating can likely withstand approximately 150% of
our base-case loss assumptions under our analysis, subject to
individual caps and qualitative factors assumed on specific
transactions.

"We also considered the pay structure of each transaction and only
stressed classes with losses that would occur while they remained
outstanding.  In addition, we only gave excess interest for the
amount of time the class would be outstanding. For example, if we
projected a class to pay down in 15 months, then we only applied
15 months of losses to that class.  Additionally, in such a case,
we assumed 15 months of excess spread if the class was
structured with excess spread as credit enhancement.

"As of Aug. 1, 2008, there were 2,305 Alt-A ratings from 292 deals
on CreditWatch negative. Currently, 1,948 ratings on classes from
246 Alt-A transactions remain on CreditWatch negative. In the
coming weeks, Standard & Poor's will continue to analyze the
remaining transactions affected by our revised loss expectations.
We will analyze deals in order of performance, looking at worse-
performing deals first," S&P continued.

Rating actions

Alternative Loan Trust 2006-OC6
Series      2006-OC6
                               Rating
Class      CUSIP         To             From
-----      -----         --             ----
1-A        23243DAA8     BB             AAA/Watch Neg
2-A-1      23243DAB6     AAA            AAA/Watch Neg
2-A-2A     23243DAC4     AA             AAA/Watch Neg
2-A-2B     23243DAD2     BB             AAA/Watch Neg
2-A-3      23243DAF7     BB             AAA/Watch Neg
M-1        23243DAH3     B              AA+/Watch Neg
M-2        23243DAJ9     B-             A/Watch Neg
M-3        23243DAK6     CCC            BBB/Watch Neg
M-4        23243DAL4     CC             BB/Watch Neg
M-5        23243DAM2     CC             CCC
M-6        23243DAN0     CC             CCC
M-8        23243DAQ3     D              CC
M-9        23243DAR1     D              CC

Alternative Loan Trust 2006-OC8
Series      2006-OC8
                               Rating
Class      CUSIP         To             From
-----      -----         --             ----
1-A-1      232434AA8     BB             AAA/Watch Neg
1-A-3      232434AV2     BB             AAA/Watch Neg
2-A-1A     232434AB6     AAA            AAA/Watch Neg
2-A-1E     232434AZ3     AAA            AAA/Watch Neg
2-A-2A     232434AC4     AA             AAA
2-A-2B     232434AD2     AA             AAA
2-A-2C     232434AT7     BB             AAA/Watch Neg
2-A-3      232434AE0     BB             AAA/Watch Neg
M-1        232434AF7     B              AA+/Watch Neg
M-2        232434AG5     B-             A/Watch Neg
M-3        232434AH3     CCC            BBB/Watch Neg
M-4        232434AJ9     CCC            BB/Watch Neg
M-5        232434AK6     CCC            B/Watch Neg

American Home Mortgage Investment Trust 2007-2
Series 2007-2
                               Rating
Class      CUSIP         To             From
-----      -----         --             ----
I-1A-2     02660CAB6     A              AAA/Watch Neg
I-1A-3     02660CAC4     BB             AAA/Watch Neg
I-2A-1     02660CAD2     A              AAA/Watch Neg
I-2A-2     02660CAE0     BB             AAA/Watch Neg
I-3A-1     02660CAF7     A              AAA/Watch Neg
I-3A-2     02660CAG5     BB             AAA/Watch Neg
I-M-1      02660CAJ9     CCC            BB-
I-M-2      02660CAQ3     CC             CCC

Asset-Backed Certificates Trust 2006-IM1
Series 2006-IM1
                               Rating
Class      CUSIP         To             From
-----      -----         --             ----
A-2        126670SP4     BBB            AAA/Watch Neg
M-1        126670SQ2     B              AA+/Watch Neg
M-2        126670SR0     CCC            AA/Watch Neg
M-3        126670SS8     CCC            AA-/Watch Neg
M-4        126670ST6     CC             A+/Watch Neg
M-5        126670SU3     CC             A/Watch Neg
M-6        126670SV1     CC             BB/Watch Neg
M-7        126670SW9     D              B/Watch Neg
M-8        126670SX7     D              CCC

Deutsche Alt-A Securities Mortgage Loan Trust, Series 2006-AR5
Series 2006-AR5
                               Rating
Class      CUSIP         To             From
-----      -----         --             ----
I-A-3      25150NAC8     A              AAA
I-A-4      25150NAD6     B              BBB/Watch Neg
I-M-1      25150NAE4     CCC            BB/Watch Neg
I-M-2      25150NAF1     CCC            B/Watch Neg
I-M-3      25150NAG9     CC             B/Watch Neg
I-M-4      25150NAH7     CC             B/Watch Neg
I-M-5      25150NAJ3     CC             B/Watch Neg
I-M-6      25150NAK0     CC             CCC
I-M-7      25150NAL8     CC             CCC
I-M-10     25150NAP9     D              CC
II-1A      25150NAT1     A              AAA/Watch Neg
II-2A      25150NAU8     A              AAA/Watch Neg
II-3A      25150NAV6     A              AAA/Watch Neg
II-X1      25150NAX2     A              AAA/Watch Neg
II-X2      25150NAY0     A              AAA/Watch Neg
II-PO      25150NAW4     A              AAA/Watch Neg

Deutsche Alt-A Securities, Inc. Mortgage Loan Trust, Series 2006-
AR1
Series 2006-AR1
                               Rating
Class      CUSIP         To             From
-----      -----         --             ----
I-A-4      251510LE1     BB             AAA/Watch Neg
I-M-1      251510LP6     B              AA+/Watch Neg
I-M-2      251510LQ4     CCC            AA/Watch Neg
I-M-3      251510LR2     CCC            A/Watch Neg
I-M-4      251510LS0     CCC            BBB/Watch Neg
I-M-5      251510LT8     CCC            BB/Watch Neg
I-M-6      251510LU5     CC             B/Watch Neg
I-M-7      251510LV3     CC             CCC
I-M-8      251510LW1     D              CC
II-A-1     251510LF8     AAA            AAA/Watch Neg
II-A-2     251510LG6     A              AAA/Watch Neg
III-A-1    251510LH4     AAA            AAA/Watch Neg
III-A-2    251510LJ0     A              AAA/Watch Neg
IV-A-1     251510LK7     AAA            AAA/Watch Neg
IV-A-2     251510LL5     A              AAA/Watch Neg
V-A-1      251510LM3     AAA            AAA/Watch Neg
V-A-2      251510LN1     A              AAA/Watch Neg
M          251510LX9     B              BB/Watch Neg
B-1        251510LY7     CC             CCC
B-4        251510MB6     D              CC

GSAA Home Equity Trust 2006-20
Series 2006-20
                               Rating
Class      CUSIP         To             From
-----      -----         --             ----
1A1        362351AA6     BB             AAA/Watch Neg
1A2        362351AB4     BB             AAA/Watch Neg
2A1B       362351AD0     BB             AAA/Watch Neg
A4B        362351AF5     BB             AAA/Watch Neg
M1         362351AG3     B              AA+/Watch Neg
M2         362351AH1     CCC            AA/Watch Neg
M-3        362351AJ7     CCC            AA-/Watch Neg
M4         362351AK4     CCC            A+/Watch Neg
M5         362351AL2     CC             A/Watch Neg
B1         362351AM0     CC             BBB+/Watch Neg
B2         362351AN8     CC             BB/Watch Neg
B3         362351AP3     CC             B/Watch Neg

GSAA Home Equity Trust 2006-8
Series 2006-8
                               Rating
Class      CUSIP         To             From
-----      -----         --             ----
1A1        362348AA2     BBB            AAA/Watch Neg
2A1        362348AB0     AAA            AAA/Watch Neg
2A2        362348AS3     AA             AAA/Watch Neg
2A3B       362348AC8     BBB            AAA/Watch Neg
M-1        362348AD6     BB             AA+/Watch Neg
M-2        362348AE4     B              AA+/Watch Neg
M-3        362348AF1     B-             AA/Watch Neg
M-4        362348AG9     CCC            A+/Watch Neg
M-5        362348AH7     CCC            A/Watch Neg
B-1        362348AJ3     CC             BB+/Watch Neg
B-2        362348AK0     CC             B/Watch Neg
B-3        362348AP9     D              CCC

GSAA Home Equity Trust 2007-3
Series 2007-3
                               Rating
Class      CUSIP         To             From
-----      -----         --             ----
1A1B       3622EAAX8     AA             AAA/Watch Neg
1A2        3622EAAB6     BBB            AAA/Watch Neg
2A1B       3622EAAD2     BBB            AAA/Watch Neg
A4B        3622EAAF7     BBB            AAA/Watch Neg
M1         3622EAAG5     BB             AA+/Watch Neg
M2         3622EAAH3     B              AA/Watch Neg
M3         3622EAAJ9     B-             A-/Watch Neg
M4         3622EAAK6     CCC            BBB/Watch Neg
M6         3622EAAM2     CC             CCC
B1         3622EAAN0     CC             CCC

Lehman XS Trust 2006-13
Series 2006-13
                               Rating
Class      CUSIP         To             From
-----      -----         --             ----
1-A1       52523LAA0     AA             AAA
1-A2       52523LAB8     AA             AAA
1-A3       52523LAC6     AA             AAA
1-A4       52523LAD4     AA             AAA
1-A5       52523LAE2     BB             AAA/Watch Neg
1-M1       52523LAF9     CCC            AA+/Watch Neg
1-M2       52523LAG7     CCC            AA/Watch Neg
1-M3       52523LAH5     CCC            AA-/Watch Neg
1-M-4      52523LAJ1     CC             A+/Watch Neg
1-M5       52523LAS1     CC             A/Watch Neg
1-M6       52523LAT9     CC             BBB+/Watch Neg
1-M-7      52523LAU6     CC             BB/Watch Neg
1-M8       52523LAV4     CC             B/Watch Neg
1-M9       52523LAL6     CC             CCC
1-M10      52523LAW2     D              CCC
2-A1       52523LAK8     BB             A/Watch Neg
2-M1       52523LAN2     B              BB/Watch Neg
2-M2       52523LAP7     CCC            B/Watch Neg
2-M3       52523LAQ5     CC             CCC

Merrill Lynch Alternative Note Asset Trust Series 2007-A1
Series 2007-A1
                               Rating
Class      CUSIP         To             From
-----      -----         --             ----
A-1        59023MAA8     B              AAA/Watch Neg
A-2A       59023MAB6     AA             AAA
A-2B       59023MAC4     A              AAA
A-2C       59023MAD2     A              AAA
A-3        59023MAT7     A              AAA
A-2D       59023MAE0     B              AAA/Watch Neg
M-1        59023MAF7     CCC            BBB/Watch Neg
M-2        59023MAG5     CCC            BB/Watch Neg
M-3        59023MAH3     CCC            B/Watch Neg
M-4        59023MAJ9     CC             CCC

Morgan Stanley Mortgage Loan Trust 2006-3AR
Series 2006-3AR
                               Rating
Class      CUSIP         To             From
-----      -----         --             ----
1-A-2      61748HWN7     BBB            AAA/Watch Neg
1-A-3      61748HWP2     BBB            AAA/Watch Neg
1-A-X      61748HWQ0     AAA            AAA/Watch Neg
1-M-X      61748HWX5     AAA            AAA/Watch Neg
2-A-1      61748HWR8     AAA            AAA/Watch Neg
2-A-2      61748HWS6     BBB            AAA/Watch Neg
2-A-3      61748HWT4     AAA            AAA/Watch Neg
2-A-4      61748HWU1     BBB            AAA/Watch Neg
3-A-1      61748HWV9     AAA            AAA/Watch Neg
3-A-2      61748HWW7     BBB            AAA/Watch Neg
1-M-1      61748HWY3     B              AA+/Watch Neg
1-M-2      61748HWZ0     B-             AA/Watch Neg
1-M-3      61748HXA4     CCC            AA/Watch Neg
M-1        61748HXH9     CCC            A/Watch Neg
1-M-4      61748HXB2     CCC            AA-/Watch Neg
M-2        61748HXJ5     CCC            BB/Watch Neg
1-M-5      61748HXC0     CCC            A+/Watch Neg
1-M-6      61748HXD8     CCC            A/Watch Neg
M-3        61748HXK2     CCC            B/Watch Neg
M-4        61748HXL0     CC             CCC
1-M-7      61748HXE6     CC             BBB+/Watch Neg
1-M-8      61748HXF3     CC             BBB/Watch Neg
M-5        61748HXM8     CC             CCC
1-M-9      61748HXG1     CC             BBB-/Watch Neg
1-B-1      61748HXQ9     CC             BB+/Watch Neg
1-B-2      61748HXR7     CC             BB/Watch Neg
1-B-3      61748HXS5     D              B/Watch Neg

Morgan Stanley Mortgage Loan Trust 2006-8AR
Series 2006-8AR
                               Rating
Class      CUSIP         To             From
-----      -----         --             ----
1-A-1      61749LAA9     BB             AAA/Watch Neg
1-A-2      61749LAB7     AA             AAA/Watch Neg
1-A-3      61749LAC5     BB             AAA/Watch Neg
1-A-5      61749LAE1     BB             AAA/Watch Neg
1-M-1      61749LBN0     B              AA+/Watch Neg
1-M-2      61749LBP5     CCC            AA+/Watch Neg
1-M-3      61749LBQ3     CCC            AA/Watch Neg
1-M-4      61749LAS0     CC             A-/Watch Neg
1-M-5      61749LAT8     CC             BB+/Watch Neg
1-M-6      61749LAU5     CC             BB/Watch Neg
1-B-1      61749LAV3     CC             B/Watch Neg
1-B-2      61749LAW1     CC             B/Watch Neg
1-B-3      61749LAX9     CC             CCC
2-A-1      61749LAF8     A              AAA
2-A-2      61749LAG6     B              AAA/Watch Neg
3-A        61749LAH4     B              AAA/Watch Neg
II-B-1     61749LAY7     CCC            A+/Watch Neg
II-B-2     61749LAZ4     CC             BBB/Watch Neg
II-B-3     61749LBA8     CC             B/Watch Neg
II-B-4     61749LBD2     CC             CCC
II-B-5     61749LBE0     D              CCC
4-A-1      61749LAJ0     AAA            AAA/Watch Neg
4-A-2      61749LAK7     AAA            AAA/Watch Neg
5-A-1      61749LAL5     AAA            AAA/Watch Neg
5-A-2      61749LAM3     AAA            AAA/Watch Neg
5-A-3      61749LAN1     AAA            AAA/Watch Neg
5-A-4      61749LAP6     AAA            AAA/Watch Neg
5-A-5      61749LAQ4     AAA            AAA/Watch Neg
6-A-1      61749LAR2     AAA            AAA/Watch Neg
6-A-2      61749LBM2     AAA            AAA/Watch Neg
III-B-1    61749LBR1     AA             AA/Watch Neg
III-B-2    61749LBS9     A              A/Watch Neg
III-B-3    61749LBT7     BBB            BBB/Watch Neg
III-B-4    61749LBG5     BB             BB/Watch Neg
III-B-5    61749LBH3     B              B/Watch Neg

Morgan Stanley Mortgage Loan Trust 2006-9AR
Series 2006-9AR
                               Rating
Class      CUSIP         To             From
-----      -----         --             ----
A-1        61748JAA5     AA             AAA/Watch Neg
A-2        61748JAB3     AA             AAA/Watch Neg
A-3        61748JAC1     AAA            AAA/Watch Neg
A-4        61748JAD9     AA             AAA/Watch Neg
A-5        61748JAE7     AA             AAA/Watch Neg
A-6        61748JAF4     B              A/Watch Neg
M-1        61748JAG2     B              BB/Watch Neg
M-2        61748JAH0     B-             B/Watch Neg

RALI Series 2006-QO5 Trust
Series 2006-QO5
                               Rating
Class      CUSIP         To             From
-----      -----         --             ----
I-A-3      75114HAC1     A              AAA
II-A-3     75114HAF4     A              AAA
III-A-5    75114HAL1     A              AAA
M-1        75114HAP2     BB             A
M-2        75114HAQ0     B              BBB
M-3        75114HAR8     B-             BB
M-4        75114HAS6     CCC            B
M-5        75114HAT4     CCC            B
M-6        75114HAU1     CC             CCC
M-7        75114HAV9     CC             CCC

RALI Series 2007-QA2 Trust
Series 2007-QA2
                               Rating
Class      CUSIP         To             From
-----      -----         --             ----
A-1        74922PAA2     B              AAA/Watch Neg
A-2        74922PAB0     B              AAA/Watch Neg
A-3        74922PAC8     BBB            AAA/Watch Neg
A-4        74922PAD6     B              AAA/Watch Neg
M-1        74922PAE4     CC             B/Watch Neg
M-2        74922PAF1     CC             CCC
M-5        74922PAJ3     D              CC

Structured Adjustable Rate Mortgage Loan Trust Series 2007-4
Series 2007-4
                               Rating
Class      CUSIP         To             From
-----      -----         --             ----
1-A4       86363LAM5     BB            AAA/Watch Neg
M-1        86363LAC7     B              AA+/Watch Neg
M-2        86363LAD5     CCC            AA+/Watch Neg
M-3        86363LAE3     CCC            AA-/Watch Neg

RATINGS AFFIRMED

Alternative Loan Trust 2006-OC8
Series 2006-OC8
Class      CUSIP         Rating
-----      -----         ------
1-A-2      232434AU4     AAA
2-A-1B     232434AW0     AAA
2-A-1C     232434AX8     AAA
2-A-1D     232434AY6     AAA
M-6        232434AL4     CCC

American Home Mortgage Investment Trust 2007-2
Series 2007-2
Class      CUSIP         Rating
-----      -----         ------

I-1A-1     02660CAA8     AAA

Deutsche Alt-A Securities Mortgage Loan Trust, Series 2006-AR5
Series 2006-AR5
Class      CUSIP         Rating
-----      -----         ------

I-A-1      25150NAA2     AAA
I-A-2      25150NAB0     AAA

Deutsche Alt-A Securities, Inc. Mortgage Loan Trust, Series 2006-
AR1
Series 2006-AR1
Class      CUSIP         Rating
-----      -----         ------
I-A-1      251510LB7     AAA
I-A-2      251510LC5     AAA
I-A-3      251510LD3     AAA

GSAA Home Equity Trust 2006-20
Series 2006-20
Class      CUSIP         Rating
-----      -----         ------
2A1A       362351AC2     AAA
A4A        362351AE8     AAA

GSAA Home Equity Trust 2006-8
Series 2006-8
Class      CUSIP         Rating
2A3A       362348AT1     AAA

GSAA Home Equity Trust 2007-3
Series 2007-3
Class      CUSIP         Rating
-----      -----         ------
1A1A       3622EAAA8     AAA
2A1A       3622EAAC4     AAA
A4A        3622EAAE0     AAA
M5         3622EAAL4     CCC

Morgan Stanley Mortgage Loan Trust 2006-3AR
Series 2006-3AR
Class      CUSIP         Rating
-----      -----         ------
1-A-1      61748HWM9     AAA

Morgan Stanley Mortgage Loan Trust 2006-8AR
Series 2006-8AR
Class      CUSIP         Rating
-----      -----         ------
1-A-4      61749LAD3     AAA

Morgan Stanley Mortgage Loan Trust 2006-9AR
Series 2006-9AR
Class      CUSIP         Rating
-----      -----         ------
M-3        61748JAJ6     CCC
M-4        61748JAK3     CCC
M-5        61748JAL1     CCC

RALI Series 2006-QO5 Trust
Series 2006-QO5
Class      CUSIP         Rating
-----      -----         ------
I-A-1      75114HAA5     AAA
I-A-2      75114HAB3     AAA
II-A-1     75114HAD9     AAA
II-A-2     75114HAE7     AAA
III-A-2    75114HAH0     AAA
III-A-3    75114HAJ6     AAA
III-A-4    75114HAK3     AAA

Structured Adjustable Rate Mortgage Loan Trust Series 2007-4
Series 2007-4
Class      CUSIP         Rating
-----      -----         ------
1-A1       86363LAA1     AAA
1-A2       86363LAB9     AAA
1-A3       86363LAL7     AAA
1-AP       86363LAK9     AAA
M-4        86363LAF0     CCC


* S&P Junks 52 Class Certificates from U.S. Subprime RMBS
---------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 89
classes of asset-backed certificates from 15 U.S. subprime
residential mortgage-backed securities (RMBS) transactions from
14 issuers.  All of the affected transactions were originated in
2005. S&P removed two of the lowered ratings from CreditWatch with
negative implications.  Concurrently, S&P affirmed 91 classes from
16 transactions.  Twenty-two of the affirmed classes are from
three transactions that were not affected by downgrades. We
reviewed a total of 18 deals.

The lowered ratings reflect lifetime loss expectations in
combination with likely future deterioration in credit enhancement
due to the step-down nature of these 2005-vintage subprime
transactions.  As principal is released to the subordinate classes
of these transactions--unless their triggers are breached--there
will be less available credit support to absorb the projected
losses.  Based on the current collateral performance of these
transactions, S&P projects future credit enhancement will be
insufficient to maintain the ratings at their previous levels.

Twelve of the 15 downgraded transactions have experienced an
increase in severe delinquencies (90-plus days, foreclosures, and
real estate owned {REO}) over the past year.  As of the July 2008
remittance period, the increase in the dollar amount of loans in
the severe delinquency pipelines of the affected transactions
since the July 2007 remittance period ranged from approximately
4% (GSAMP Trust 2005-HE2) to 57% (RASC Series 2005-EMX1 Trust).
Average monthly realized losses over the past 12 months ranged
from $462,521 (Terwin Mortgage Trust 2005-4HE) to $1,320,000
(Encore Credit Receivables Trust 2005-1).  For 13 of the
transactions with downgraded classes, losses have exceeded excess
spread over the past 12 months, ranging from approximately
1.01x (Ameriquest Mortgage Securities Inc.'s series 2005-R2) to
2.93x (Terwin Mortgage Trust 2005-4HE).  Each transaction has less
than 25% of the original pool balance remaining.

"We removed our ratings on two classes from CreditWatch negative
because we lowered them to 'CCC' and 'CC', indicating a strong
likelihood of default," S&P said.

The 91 affirmations reflect sufficient credit enhancement
available to support the ratings at their current 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.

Rating actions

ABFC 2005-HE1 Trust
Series      2005-HE1
                               Rating
Class      CUSIP         To             From
-----      -----         --             ----
M-4        04542BKV3     BBB            A+
M-5        04542BKW1     B              A
M-6        04542BKX9     CCC            A-
M-7        04542BKY7     CCC            B
B-1        04542BLB6     CC             CCC

Ameriquest Mortgage Securities Inc.
Series      2005-R2
                               Rating
Class      CUSIP         To             From
-----      -----         --             ----
M-5        03072SYV1     BBB            A
M-6        03072SYW9     BB             A-
M-7        03072SYX7     B              BBB+
M-8        03072SYY5     CCC            BBB
M-9        03072SYZ2     CCC            BB
M-10       03072SZD0     CCC            B

Centex Home Equity Loan Trust 2005-B
Series      2005-B
                               Rating
Class      CUSIP         To             From
-----      -----         --             ----
M-6        152314NG1     BBB            A-
M-7        152314NH9     BB             BBB+
B          152314NJ5     B              BBB

CWABS Inc.
Series      2005-2
                               Rating
Class      CUSIP         To             From
-----      -----         --             ----
M-5        126673ZG0     A              AA-
M-6        126673ZH8     BB             A+
M-7        126673ZJ4     B              A

Encore Credit Receivables Trust 2005-1
Series      2005-1
                               Rating
Class      CUSIP         To             From
-----      -----         --             ----
M-2        126673VQ2     BB             AA
M-3        126673VR0     B              AA-
M-4        126673VS8     CCC            A+
M-5        126673VT6     CCC            A
M-6        126673VU3     CCC            A-
M-7        126673VV1     CCC            BBB+
M-8        126673VW9     CCC            BB
B          126673VX7     CC             B

Equifirst Mortgage Loan Trust 2005-1
Series 2005-1
                               Rating
Class      CUSIP         To             From
-----      -----         --             ----
M-4        29445FCR7     BBB            A+
M-5        29445FCS5     BB             A
M-6        29445FCT3     B              A-
M-7        29445FCU0     CCC            BBB+
M-8        29445FCV8     CCC            BBB
M-9        29445FCW6     CCC            BBB-
B-1        29445FCX4     CCC            BB+
B-2        29445FCY2     CCC            BB
B-3        29445FCZ9     CC             B+
B-4        29445FDA3     D              CCC

GSAMP Trust 2005-HE2
Series 2005-HE2
                               Rating
Class      CUSIP         To             From
-----      -----         --             ----
M-1        36242DA52     A              AA
M-2        36242DA60     BBB            A+
M-3        36242DA78     B              A
B-1        36242DA86     B-             A-
B-2        36242DA94     CCC            BBB+
B-3        36242DB28     CCC            BBB/Watch Neg
B-4        36242DB36     CC             BBB-/Watch Neg

Morgan Stanley ABS Capital I Inc. Trust 2005-WMC2
Series 2005-WMC2
                               Rating
Class      CUSIP         To             From
-----      -----         --             ----
M-4        61744CNU6     A              A+
M-5        61744CNV4     BBB            A+
M-6        61744CNW2     BB             A
B-1        61744CNX0     B              BBB+
B-2        61744CNY8     CCC            BBB+
B-3        61744CNZ5     CCC            BBB-

Park Place Securities Inc.
Series 2005-WLL1
                               Rating
Class      CUSIP         To             From
-----      -----         --             ----
M-6        70069FHB6     BBB-           A-
M-7        70069FHC4     BB             BBB+
M-8        70069FHD2     B              BBB
M-9        70069FHE0     CCC            BBB-
M-10       70069FHF7     CCC            BB+
M-11       70069FHG5     CCC            BB

RASC Series 2005-EMX1 Trust
Series 2005-EMX1
                               Rating
Class      CUSIP         To             From
-----      -----         --             ----
M-1        76110WQ58     A              AA
M-2        76110WQ66     BBB            A
M-3        76110WQ74     BB             A-
M-4        76110WQ82     CCC            BBB+
M-5        76110WQ90     CCC            BBB
M-6        76110WR24     CCC            BBB-
B          76110WR32     CCC            BB+

Renaissance Home Equity Loan Trust 2005-1
Series 2005-1
                               Rating
Class      CUSIP         To             From
-----      -----         --             ----
M-7        759950FP8     BBB            BBB+
M-8        759950FQ6     BB             BBB
M-9        759950FR4     CCC            BB

Securitized Asset Backed Receivables LLC Trust 2005-EC1
Series 2005-EC1
                               Rating
Class      CUSIP         To             From
-----      -----         --             ----
M-4        81375WDG8     BBB            A
B-1        81375WDH6     BB             BBB+
B-2        81375WDJ2     B              BBB
B-3        81375WDK9     CCC            B
B-4        81375WDN3     CC             CCC

Securitized Asset Backed Receivables LLC Trust 2005-OP1
Series 2005-OP1
                               Rating
Class      CUSIP         To             From
-----      -----         --             ----
M-4        81375WCV6     BB             A-
B-1        81375WCW4     B              BBB+
B-2        81375WCX2     CCC            BBB
B-3        81375WCY0     CCC            BBB-
B-4        81375WCZ7     CCC            BB+

Structured Asset Securities Corporation 2005-RMS1
Series 2005RMS1
                               Rating
Class      CUSIP         To             From
-----      -----         --             ----
M-1        86359B6S5     AA             AA+
M-2        86359B6T3     BBB            AA
M-3        86359B6U0     B              AA-
M-4        86359B6V8     CCC            A+
M-5        86359B6X4     CCC            A
M-6        86359B6Y2     CCC            A-
M-7        86359B6Z9     CC             BB+
M-8        86359B7A3     CC             B

Terwin Mortgage Trust 2005-4HE
Series 2005-4HE
                               Rating
Class      CUSIP         To             From
-----      -----         --             ----
M-4        881561SF2     BBB            A+
M-5        881561SG0     BB             A
B-1        881561SH8     CCC            BBB+
B-2        881561SJ4     CCC            BBB+
B-3        881561SK1     CCC            BBB
B-4        881561SL9     CCC            BB+
B-5        881561SM7     CC             B

RATINGS AFFIRMED

ABFC 2005-HE1 Trust
Series 2005-HE1
Class      CUSIP         Rating
-----      -----         ------
M-1        04542BKS0     AA+
M-2        04542BKT8     AA
M-3        04542BKU5     AA-
M-8        04542BKZ4     CCC
M-9        04542BLA8     CCC
B-2        04542BLC4     CC
B-3        04542BLD2     CC

Ameriquest Mortgage Securities Inc.
Series 2005-R2
Class      CUSIP         Rating
-----      -----         ------
A-1A       03072SYJ8     AAA
A-2A       03072SYL3     AAA
A-3B       03072SYP4     AAA
A-3C       03072SYQ2     AAA
M-1        03072SYR0     AA+
M-2        03072SYS8     AA
M-3        03072SYT6     AA-
M-4        03072SYU3     A+
M-11       03072SZE8     CCC

Centex Home Equity Loan Trust 2005-B
Series 2005-B
Class      CUSIP         Rating
-----      -----         ------
AF-4       152314MU1     AAA
AF-5       152314MV9     AAA
AF-6       152314MW7     AAA
M-1        152314NB2     AA+
M-2        152314NC0     AA
M-3        152314ND8     AA-
M-4        152314NE6     A+
M-5        152314NF3     A

CWABS Inc.
Series 2005-2
Class      CUSIP         Rating
-----      -----         ------
1-A-1      126673YW6     AAA
1-A-2      126673YX4     AAA
2-A-4      126673ZB1     AAA
M-1        126673ZC9     AA+
M-2        126673ZD7     AA+
M-3        126673ZE5     AA+
M-4        126673ZF2     AA

Encore Credit Receivables Trust 2005-1
Series 2005-1
Class      CUSIP         Rating
-----      -----         ------
M-1        126673VP4     AA+

Equifirst Mortgage Loan Trust 2005-1
Series 2005-1
Class      CUSIP         Rating
-----      -----         ------
A-4        29445FDB1     AAA
M-1        29445FCN6     AA+
M-2        29445FCP1     AA
M-3        29445FCQ9     AA-

Home Loan Mortgage Loan Trust, Series 2005-1
Series 2005-1
Class      CUSIP         Rating
-----      -----         ------
A-2        43718RAC7     AA
A-3        43718RAD5     AA

Mid-State Capital Corp. 2005-1 Trust
Series 2005-1
Class      CUSIP         Rating
-----      -----         ------
A          595481AA0     AAA
M-1        595481AB8     AA
M-2        595481AC6     A
B          595481AD4     BBB

Morgan Stanley ABS Capital I Inc. Trust 2005-WMC2
Series 2005-WMC2
Class      CUSIP         Rating
-----      -----         ------
M-1        61744CNR3     AA+
M-2        61744CNS1     AA
M-3        61744CNT9     AA

Park Place Securities Inc.
Series 2005-WLL1
Class      CUSIP         Rating
-----      -----         ------
A-1A       70069FGU5     AAA
A-1B       70069FGV3     AAA
M-1        70069FGW1     AA+
M-2        70069FGX9     AA
M-3        70069FGY7     AA-
M-4        70069FGZ4     A+
M-5        70069FHA8     A

Popular ABS Mortgage Pass-Through Trust 2005-2
Series 2005-2
Class      CUSIP         Rating
-----      -----         ------
AF-3       73316PCC2     AAA
AF-4       73316PCD0     AAA
AF-5       73316PCE8     AAA
AF-6       73316PCF5     AAA
AV-1A      73316PCG3     AAA
AV-1B      73316PCH1     AAA
AV-2       73316PCJ7     AAA
M-1        73316PCK4     AA
M-2        73316PCL2     A
M-3        73316PCM0     A-
M-4        73316PCN8     BBB+
M-5        73316PCP3     BBB
M-6        73316PCQ1     BBB-
B-1        73316PCR9     BB+
B-2        73316PCS7     BB
B-3        73316PCT5     BB-

Renaissance Home Equity Loan Trust 2005-1
Series 2005-1
Class      CUSIP         Rating
-----      -----         ------
AV-3       759950FA1     AAA
AF-3       759950FD5     AAA
AF-4       759950FE3     AAA
AF-5       759950FF0     AAA
AF-6       759950FG8     AAA
M-1        759950FH6     AA+
M-2        759950FJ2     AA
M-3        759950FK9     AA-
M-4        759950FL7     A+
M-5        759950FM5     A
M-6        759950FN3     A-

Securitized Asset Backed Receivables LLC Trust 2005-EC1
Series 2005-EC1
Class      CUSIP         Rating
-----      -----         ------
M-1        81375WDD5     AA+
M-2        81375WDE3     AA
M-3        81375WDF0     A+

Securitized Asset Backed Receivables LLC Trust 2005-OP1
Series 2005-OP1
Class      CUSIP         Rating
-----      -----         ------
M-1        81375WCS3     AA+
M-2        81375WCT1     AA
M-3        81375WCU8     A

Structured Asset Securities Corporation 2005-RMS1
Series 2005RMS1
Class      CUSIP         Rating
-----      -----         ------
A-3        86359B6R7     AAA

Terwin Mortgage Trust 2005-4HE
Series 2005-4HE
Class      CUSIP         Rating
-----      -----         ------
A-1        881561SA3     AAA
S          881561SB1     AAA
M-1        881561SC9     AA+
M-2        881561SD7     AA
M-3        881561SE5     AA


* S&P Junks 191 Class Certificates from RMBS Transactions
---------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 256
classes from 36 residential mortgage-backed securities (RMBS)
transactions backed by U.S. subprime mortgage loan collateral
issued in 2006 and 2007.  At the same time, S&P removed 173 of the
lowered ratings from CreditWatch with negative implications.  In
addition, S&P affirmed our ratings on 147 classes from the same
transactions and removed 69 of the affirmed ratings from
CreditWatch negative.

The downgraded classes represent an original par amount of
approximately $24.6 billion, or about 4% of the par amount of U.S.
RMBS backed by first-lien subprime mortgage loans rated by
Standard & Poor's in 2006 and the first half of 2007.  "We have
taken previous rating actions on approximately $19.1 billion
of the total amount of affected securities," S&P said.  "In
addition, the classes with affirmed ratings represent an original
par amount of approximately $21.8 billion of subprime RMBS
certificates issued in 2006 and the first half of 2007," S&P
noted.

"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, on RatingsDirect,
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, we are
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.  We believe that
adjusting our projected losses, which we derived from our default
curve analysis, is appropriate in cases where the amount of
current delinquencies indicates a different timing or level of
loss.  In addition, we recently revised our 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.

"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 assumptions we assumed in our analysis.  For
example, a class may have to withstand 115% of our base-case loss
assumptions in order to maintain a 'BB' rating, while a different
class may have to withstand 125% of our base-case loss assumptions
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 1,266 classes from 172
U.S. subprime RMBS transactions from the 2006 and 2007 vintages,"
S&P said.  "Currently, our ratings on 2,018 classes from 347
U.S. subprime RMBS 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.  For additional information and
updates on Standard & Poor's residential mortgage-related rating
actions, please visit RatingsDirect, at www.ratingsdirect.com, or
www.spviews.com.

Rating actions

ABFC 2006-HE1 Trust
Series      2006-HE1
                               Rating
Class      CUSIP         To             From
-----      -----         --             ----
A-1        00075WAA7     B              A/Watch Neg
A-2A       00075WAB5     AAA            AAA/Watch Neg
A-2C       00075WAC3     B              AAA/Watch Neg
A-2D       00075WAD1     B              A/Watch Neg
A-2B       00075WAP4     BB             AAA/Watch Neg
M-1        00075WAE9     CCC            B/Watch Neg

ACE Securities Corp. Home Equity Loan Trust, Series 2006-NC3
Series      2006-NC3
                               Rating
Class      CUSIP         To             From
-----      -----         --             ----
A-1A       00442EAC9     B              A/Watch Neg
A-1B       00442EAD7     B              A/Watch Neg
A-2A       00442EAE5     AAA            AAA/Watch Neg
A-2B       00442EAF2     AA             AAA/Watch Neg
A-2C       00442EAG0     BB             AAA/Watch Neg
A-2D       00442EAH8     B              A/Watch Neg
M-1        00442EAJ4     CCC            B/Watch Neg
M-2        00442EAK1     CCC            B/Watch Neg

Ameriquest Mortgage Securities Trust 2006-M3
Series      2006-M3
                               Rating
Class      CUSIP         To             From
-----      -----         --             ----
A-1        03076MAA2     B              BBB/Watch Neg
A-2A       03076MAB0     AAA            AAA/Watch Neg
A-2B       03076MAC8     AAA            AAA/Watch Neg
A-2C       03076MAD6     BBB            AAA/Watch Neg
A-2D       03076MAE4     B              BBB/Watch Neg
M-1        03076MAF1     CCC            BB/Watch Neg
M-2        03076MAG9     CCC            B/Watch Neg
M-4        03076MAJ3     CC             CCC

Citigroup Mortgage Loan Trust 2006-HE3
Series      2006-HE3
                               Rating
Class      CUSIP         To             From
-----      -----         --             ----
A-1        17310VAT7     B              BBB/Watch Neg
A-2A       17310VAA8     AAA            AAA/Watch Neg
A-2B       17310VAB6     AAA            AAA/Watch Neg
A-2C       17310VAC4     BB             A/Watch Neg
A-2D       17310VAD2     B              BBB/Watch Neg
M-1        17310VAE0     CCC            B/Watch Neg
M-5        17310VAJ9     CC             CCC
M-10       17310VAU4     D              CC

Citigroup Mortgage Loan Trust 2006-NC2
Series 2006-NC2
                               Rating
Class      CUSIP         To             From
-----      -----         --             ----
A-1        17309TAA6     B              BB/Watch Neg
A-2A       17309TAB4     AAA            AAA/Watch Neg
A-2B       17309TAC2     B              BB/Watch Neg
A-2C       17309TAD0     B              BB/Watch Neg
M-1        17309TAF5     CCC            B/Watch Neg
M-11       17309TAV0     D              CC

Citigroup Mortgage Loan Trust 2007-AMC2
Series 2007-AMC2
                               Rating
Class      CUSIP         To             From
-----      -----         --             ----
A-1        17311XAS4     B              BB/Watch Neg
A-2        17311XAT2     B              BB/Watch Neg
A-3A       17311XAA3     AAA            AAA/Watch Neg
A-3B       17311XAB1     BB             BBB/Watch Neg
A-3C       17311XAC9     B              BB/Watch Neg
M-1        17311XAD7     B-             B/Watch Neg

FFMLT Trust 2006-FF13
Series 2006-FF13
                               Rating
Class      CUSIP         To             From
-----      -----         --             ----
A1         30247DAA9     BB             BBB/Watch Neg
A-2A       30247DAB7     AAA            AAA/Watch Neg
A-2B       30247DAC5     AAA            AAA/Watch Neg
A-2C       30247DAD3     A              AAA/Watch Neg
A-2D       30247DAE1     BB             BBB/Watch Neg
M-1        30247DAF8     B              BB/Watch Neg
M-2        30247DAG6     CCC            B+/Watch Neg
M-3        30247DAH4     CCC            B/Watch Neg
M-6        30247DAL5     CC             CCC
M-7        30247DAM3     CC             CCC
M-8        30247DAN1     CC             CCC
M-9        30247DAP6     CC             CCC

First Franklin Mortgage Loan Trust 2006-FF16
Series 2006-FF16
                               Rating
Class      CUSIP         To             From
-----      -----         --             ----
I-A1       320275AA8     B              BB/Watch Neg
II-A-1     320275AB6     AAA            AAA/Watch Neg
II-A-2     320275AC4     AAA            AAA/Watch Neg
II-A3      320275AD2     B              BBB/Watch Neg
II-A4      320275AE0     B              BB/Watch Neg
M-1        320275AF7     CCC            B/Watch Neg

Home Equity Asset Trust 2006-4
Series 2006-4
                               Rating
Class      CUSIP         To             From
-----      -----         --             ----
1-A-1      437084VJ2     AA             AAA/Watch Neg
2-A-2      437084VL7     AAA            AAA/Watch Neg
2-A-3      437084VM5     AAA            AAA/Watch Neg
2-A-4      437084VN3     AA             AAA/Watch Neg
P          437084WE2     AAA            AAA/Watch Neg
M-1        437084VR4     BBB            AA+/Watch Neg
M-2        437084VS2     B              AA/Watch Neg
M-3        437084VT0     CCC            BBB/Watch Neg
M-4        437084VU7     CCC            B+/Watch Neg
M-6        437084VW3     CC             CCC
M-7        437084VX1     CC             CCC
M-8        437084VY9     CC             CCC
B-1        437084VZ6     CC             CCC
B-2        437084WA0     CC             CCC

Home Equity Asset Trust 2007-2
Series 2007-2
                               Rating
Class      CUSIP         To             From
-----      -----         --             ----
1-A-1      43710KAA4     BB             BBB/Watch Neg
2-A-1      43710KAB2     AAA            AAA/Watch Neg
2-A-2      43710KAC0     AAA            AAA/Watch Neg
2-A-3      43710KAD8     AA             AA/Watch Neg
2-A-4      43710KAE6     BB             BBB/Watch Neg
P          43710KAS5     AAA            AAA/Watch Neg
M-1        43710KAF3     B              BB/Watch Neg
M-2        43710KAG1     CCC            B/Watch Neg
M-7        43710KAM8     CC             CCC

HSI Asset Securitization Corp. Trust 2006-HE1
Series 2006-HE1
                               Rating
Class      CUSIP         To             From
-----      -----         --             ----
I-A        44328AAA8     B              BB/Watch Neg
II-A-1     44328AAB6     AAA            AAA/Watch Neg
II-A-2     44328AAC4     AA             AAA/Watch Neg
II-A-3     44328AAD2     B              BBB/Watch Neg
II-A-4     44328AAE0     B              BB/Watch Neg
II-A-5     44328AAF7     B              A/Watch Neg
M1         44328AAG5     CCC            B/Watch Neg
M4         44328AAK6     CC             CCC
M5         44328AAL4     CC             CCC
M6         44328AAM2     CC             CCC
M7         44328AAN0     CC             CCC
M9         44328AAQ3     D              CC
M10        44328AAR1     D              CC

HSI Asset Securitization Corp. Trust 2006-HE2
Series 2006-HE2
                               Rating
Class      CUSIP         To             From
-----      -----         --             ----
I-A        44328BAB4     B              BB/Watch Neg
II-A-1     44328BAC2     AAA            AAA/Watch Neg
II-A-2     44328BAD0     A              AAA/Watch Neg
II-A-3     44328BAE8     B              BB+/Watch Neg
II-A-4     44328BAF5     B              BB/Watch Neg
M-1        44328BAG3     CCC            B/Watch Neg
M-4        44328BAK4     CC             CCC
M-5        44328BAL2     CC             CCC
M-6        44328BAM0     CC             CCC
M-10       44328BAR9     D              CC

IXIS Real Estate Capital Trust 2006-HE3
Series 2006-HE3
                               Rating
Class      CUSIP         To             From
-----      -----         --             ----
A-1        46602UAA6     AAA            AAA/Watch Neg
A-2        46602UAB4     AAA            AAA/Watch Neg
A-3        46602UAC2     AA             AAA/Watch Neg
A-4        46602UAD0     B              AA/Watch Neg
M-1        46602UAE8     CCC            BB/Watch Neg
M-2        46602UAF5     CCC            B/Watch Neg
M-5        46602UAJ7     CC             CCC
B-4        46602UAP3     D              CC

JPMorgan Mortgage Acquisition Trust 2006-HE3
Series 2006-HE3
                               Rating
Class      CUSIP         To             From
-----      -----         --             ----
A-1        46629VAA3     BB             AA/Watch Neg
A-2        46629VAB1     AAA            AAA/Watch Neg
A-3        46629VAC9     AAA            AAA/Watch Neg
A-4        46629VAD7     AA             AAA/Watch Neg
A-5        46629VAE5     BB             AA/Watch Neg
M-1        46629VAF2     B              BB/Watch Neg
M-8        46629VAN5     D              CC

JPMorgan Mortgage Acquisition Trust 2006-RM1
Series 2006-RM1
                               Rating
Class      CUSIP         To             From
-----      -----         --             ----
A-1A       46629NAA1     AA             AAA/Watch Neg
A-1B       46629NAB9     B              BB/Watch Neg
A-2        46629NAC7     AAA            AAA/Watch Neg
A-3        46629NAD5     AA             AAA/Watch Neg
A-4        46629NAE3     BB             A/Watch Neg
A-5        46629NAF0     B              BB/Watch Neg
M-1        46629NAG8     CCC            B/Watch Neg
M-4        46629NAK9     CC             CCC
M-5        46629NAL7     CC             CCC
M-6        46629NAM5     CC             CCC
M-7        46629NAN3     D              CCC

JPMorgan Mortgage Acquisition Trust 2006-WMC4
Series 2006-WMC4
                               Rating
Class      CUSIP         To             From
-----      -----         --             ----
A-1A       46630BAA4     B              BB/Watch Neg
A-1B       46630BAB2     B              BB/Watch Neg
A-2        46630BAC0     AAA            AAA/Watch Neg
A-3        46630BAD8     AAA            AAA/Watch Neg
A-4        46630BAE6     B              BB+/Watch Neg
A-5        46630BAF3     B              BB/Watch Neg
M-1        46630BAG1     CCC            B/Watch Neg

Long Beach Mortgage Loan Trust 2006-6
Series 2006-6
                               Rating
Class      CUSIP         To             From
-----      -----         --             ----
I-A        54251RAA1     BB             AA/Watch Neg
II-A1      54251RAB9     AAA            AAA/Watch Neg
II-A2      54251RAC7     AAA            AAA/Watch Neg
II-A3      54251RAD5     BB             AAA/Watch Neg
II-A4      54251RAE3     BB             AA/Watch Neg
M-1        54251RAF0     B-             BB/Watch Neg
M-2        54251RAG8     CCC            B/Watch Neg
M-4        54251RAJ2     CC             CCC
M-5        54251RAK9     CC             CCC
M-8        54251RAN3     D              CC

Long Beach Mortgage Loan Trust 2006-8
Series 2006-8
                               Rating
Class      CUSIP         To             From
-----      -----         --             ----
I-A        54251UAA4     B              BB/Watch Neg
II-A1      54251UAB2     AAA            AAA/Watch Neg
II-A2      54251UAC0     AAA            AAA/Watch Neg
II-A3      54251UAD8     B              BB/Watch Neg
II-A4      54251UAE6     B              BB/Watch Neg
M-1        54251UAF3     CCC            B/Watch Neg
M-3        54251UAH9     CC             CCC
M-4        54251UAJ5     CC             CCC
M-5        54251UAK2     CC             CCC
M-8        54251UAN6     D              CC

MASTR Asset Backed Securities Trust 2006-NC3
Series 2006-NC3
                               Rating
Class      CUSIP         To             From
-----      -----         --             ----
A-1        55275RAA0     BBB            AA/Watch Neg
A-2        55275RAB8     AAA            AAA/Watch Neg
A-3        55275RAC6     AAA            AAA/Watch Neg
A-4        55275RAD4     AA             AAA/Watch Neg
A-5        55275RAE2     BBB            AA/Watch Neg
M-1        55275RAF9     B              BB/Watch Neg

MASTR Asset Backed Securities Trust 2006-WMC3
Series 2006-WMC3
                               Rating
Class      CUSIP         To             From
-----      -----         --             ----
A-1        55291KAA5     B-             BB/Watch Neg
A-2        55291KAB3     AAA            AAA/Watch Neg
A-3        55291KAC1     AA             AAA/Watch Neg
A-4        55291KAD9     B-             BBB/Watch Neg
A-5        55291KAE7     B-             BB/Watch Neg
M-1        55291KAF4     CCC            B/Watch Neg
M-3        55291KAH0     CC             CCC
M-4        55291KAJ6     CC             CCC
M-5        55291KAK3     CC             CCC
M-6        55291KAL1     D              CC

MASTR Asset Backed Securities Trust 2006-WMC4
Series 2006-WMC4
                               Rating
Class      CUSIP         To             From
-----      -----         --             ----
A-1        57645MAA0     B-             BB/Watch Neg
A-2        57645MAB8     B-             BB/Watch Neg
A-3        57645MAC6     AAA            AAA/Watch Neg
A-4        57645MAD4     BB             AAA/Watch Neg
A-5        57645MAE2     B-             BB/Watch Neg
A-6        57645MAF9     B-             BB/Watch Neg
M-1        57645MAG7     CCC            B/Watch Neg
M-3        57645MAJ1     CC             CCC
M-4        57645MAK8     CC             CCC

Merrill Lynch Mortgage Investors Trust, Series 2006-HE5
Series 2006-HE5
                               Rating
Class      CUSIP         To             From
-----      -----         --             ----
A-1        59022QAA0     A              AAA/Watch Neg
A-2A       59022QAB8     AAA            AAA/Watch Neg
A-2B       59022QAC6     AAA            AAA/Watch Neg
A-2C       59022QAD4     AA             AAA/Watch Neg
A-2D       59022QAE2     A              AAA/Watch Neg
M-1        59022QAF9     B              AA/Watch Neg
M-2        59022QAG7     B-             BBB/Watch Neg
M-3        59022QAH5     CCC            BB/Watch Neg
M-4        59022QAJ1     CCC            B/Watch Neg
B-1        59022QAM4     CC             CCC
B-2        59022QAN2     CC             CCC
B-3        59022QAP7     CC             CCC

Merrill Lynch Mortgage Investors Trust, Series 2006-RM4
Series 2006-RM4
                               Rating
Class      CUSIP         To             From
-----      -----         --             ----
A-1        59023QAA9     B              A/Watch Neg
A-2A       59023QAB7     AAA            AAA/Watch Neg
A-2B       59023QAC5     AAA            AAA/Watch Neg
A-2C       59023QAD3     B              A/Watch Neg
A-2D       59023QAE1     B              BB/Watch Neg
M-1        59023QAF8     CCC            B/Watch Neg
M-2        59023QAG6     CC             CCC
M-3        59023QAH4     CC             CCC
M-4        59023QAJ0     CC             CCC
B-1        59023QAM3     D              CC
B-2        59023QAN1     D              CC

Morgan Stanley ABS Capital I Inc. Trust 2006-HE6
Series 2006-HE6
                               Rating
Class      CUSIP         To             From
-----      -----         --             ----
A-1        61750FAA8     BB             AAA/Watch Neg
A-2fpt     61750FAB6     AAA            AAA/Watch Neg
A-2a       61750FAC4     AAA            AAA/Watch Neg
A-2b       61750FAD2     AAA            AAA/Watch Neg
A-2c       61750FAE0     AA             AAA/Watch Neg
A-2d       61750FAF7     BB             AAA/Watch Neg
M-1        61750FAG5     B-             BB/Watch Neg
M-2        61750FAH3     CCC            B/Watch Neg

Morgan Stanley Capital I Inc. Trust 2006-HE2
Series 2006-HE2
                               Rating
Class      CUSIP         To             From
-----      -----         --             ----
A-1        617451ER6     AAA            AAA/Watch Neg
A-2b       617451ET2     AAA            AAA/Watch Neg
A-2c       617451EU9     AAA            AAA/Watch Neg
A-2d       617451EV7     AA             AAA/Watch Neg
M-1        617451EW5     BBB            AA+/Watch Neg
M-2        617451EX3     B              BBB/Watch Neg
M-3        617451EY1     CCC            B/Watch Neg
M-6        617451FB0     CC             CCC
B-1        617451FC8     CC             CCC
B-2        617451FD6     CC             CCC
B-3        617451FE4     CC             CCC

Morgan Stanley IXIS Real Estate Capital Trust 2006-2
Series 2006-2
                               Rating
Class      CUSIP         To             From
-----      -----         --             ----
A-fpt      617463AP9     AAA            AAA/Watch Neg
A-1        617463AA2     AAA            AAA/Watch Neg
A-2        617463AB0     AAA            AAA/Watch Neg
A-3        617463AC8     A              AAA/Watch Neg
A-4        617463AD6     B              AAA/Watch Neg
M-1        617463AE4     CCC            A/Watch Neg
M-2        617463AF1     CCC            BBB/Watch Neg
M-3        617463AG9     CCC            BB/Watch Neg
M-5        617463AJ3     CC             CCC

Nomura Home Equity Loan Inc. Home Equity Loan Trust Series 2006-
FM2
Series 2006-FM2
                               Rating
Class      CUSIP         To             From
-----      -----         --             ----
I-A-1      65537FAA9     BB             AA/Watch Neg
II-A-1     65537FAB7     AAA            AAA/Watch Neg
II-A-2     65537FAC5     AAA            AAA/Watch Neg
II-A-3     65537FAD3     BB             AA/Watch Neg
II-A-4     65537FAE1     BB             AA/Watch Neg
M-1        65537FAF8     B-             BB/Watch Neg
M-2        65537FAG6     CCC            B/Watch Neg
M-3        65537FAH4     CCC            B/Watch Neg
M-6        65537FAL5     CC             CCC
B-1        65537FAQ4     D              CC
B-2        65537FAR2     D              CC

Option One Mortgage Loan Trust 2006-3
Series 2006-3
                               Rating
Class      CUSIP         To             From
-----      -----         --             ----
I-A-1      68389BAN3     B              BBB/Watch Neg
II-A-1     68389BAA1     AAA            AAA/Watch Neg
II-A-2     68389BAB9     AAA            AAA/Watch Neg
II-A-3     68389BAC7     BB             AA/Watch Neg
II-A-4     68389BAP8     B              BBB/Watch Neg
M-1        68389BAD5     CCC            B/Watch Neg

RASC Series 2006-EMX8 Trust
Series 2006-EMX8
                               Rating
Class      CUSIP         To             From
-----      -----         --             ----
A-I-1      74924UAA9     AAA            AAA/Watch Neg
A-I-2      74924UAB7     AAA            AAA/Watch Neg
A-I-3      74924UAC5     AA             AAA/Watch Neg
A-I-4      74924UAD3     BB             AA/Watch Neg
A-II       74924UAE1     BB             AA/Watch Neg
M-1        74924UAF8     B              BB/Watch Neg
M-2        74924UAG6     CCC            B/Watch Neg
M-6        74924UAL5     CC             CCC
M-7        74924UAM3     CC             CCC
M-8        74924UAN1     CC             CCC

RASC Series 2006-KS9 Trust
Series 2006-KS9
                               Rating
Class      CUSIP         To             From
-----      -----         --             ----
A-I-1      75406YAA5     AAA            AAA/Watch Neg
A-I-2      75406YAB3     AAA            AAA/Watch Neg
A-I-3      75406YAC1     A              AAA/Watch Neg
A-I-4      75406YAD9     B              AA/Watch Neg
A-II       75406YAE7     B              AA/Watch Neg
M-1S       75406YAF4     B-             BB/Watch Neg
M-2S       75406YAG2     CCC            B/Watch Neg
M-6        75406YAL1     CC             CCC
M-7        75406YAM9     CC             CCC
M-8        75406YAN7     CC             CCC

Securitized Asset Backed Receivables LLC Trust 2006-FR4
Series 2006-FR4
                               Rating
Class      CUSIP         To             From
-----      -----         --             ----
A-1        81377GAM1     B              BB/Watch Neg
A-2A       81377GAA7     AAA            AAA/Watch Neg
A-2B       81377GAB5     B              BBB/Watch Neg
A-2C       81377GAC3     B              BB/Watch Neg
M-1        81377GAD1     CCC            B/Watch Neg
M-4        81377GAG4     CC             CCC
B-2        81377GAK5     D              CC

Securitized Asset Backed Receivables LLC Trust 2006-HE2
Series 2006-HE2
                               Rating
Class      CUSIP         To             From
-----      -----         --             ----
A-1        81377AAA0     AA             AAA/Watch Neg
A-2A       81377AAB8     AAA            AAA/Watch Neg
A-2B       81377AAC6     AAA            AAA/Watch Neg
A-2C       81377AAD4     AAA            AAA/Watch Neg
A-2D       81377AAE2     AA             AAA/Watch Neg
M-1        81377AAF9     B              A/Watch Neg
M-2        81377AAG7     CCC            BB/Watch Neg
M-3        81377AAH5     CCC            B/Watch Neg
M-4        81377AAJ1     CC             CCC
M-5        81377AAK8     CC             CCC
B-1        81377AAL6     CC             CCC
B-2        81377AAM4     CC             CCC

Securitized Asset Backed Receivables LLC Trust 2006-WM3
Series 2006-WM3
                               Rating
Class      CUSIP         To             From
-----      -----         --             ----
A-1        81377EAA2     AAA            AAA/Watch Neg
A-2        81377EAB0     B              BB/Watch Neg
A-3        81377EAC8     B              BB/Watch Neg
M-1        81377EAD6     CCC            B/Watch Neg
M-2        81377EAE4     CC             CCC
B-1        81377EAJ3     D              CC

Securitized Asset Backed Receivables LLC Trust 2006-WM4
Series 2006-WM4
                               Rating
Class      CUSIP         To             From
-----      -----         --             ----
A-1        81377XAA0     B              BB/Watch Neg
A-2A       81377XAB8     AAA            AAA/Watch Neg
A-2B       81377XAC6     AAA            AAA/Watch Neg
A-2C       81377XAD4     BB             A/Watch Neg
A-2D       81377XAE2     B              BB/Watch Neg
M-4        81377XAJ1     CC             CCC
B-2        81377XAM4     D              CC

Soundview Home Loan Trust 2006-OPT 5
Series 2006-OPT5
                               Rating
Class      CUSIP         To             From
-----      -----         --             ----
I-A-1      83612CAA7     AAA            AAA/Watch Neg
II-A-2     83612CAC3     AAA            AAA/Watch Neg
II-A-3     83612CAD1     AAA            AAA/Watch Neg
II-A-4     83612CAE9     AAA            AAA/Watch Neg
M-1        83612CAF6     BBB            AA+/Watch Neg
M-2        83612CAG4     B              A-/Watch Neg
M-3        83612CAH2     B-             BB/Watch Neg
M-7        83612CAM1     CC             CCC
M-8        83612CAN9     CC             CCC
M-11       83612CAR0     D              CC

WaMu Asset-Backed Certificates WaMu Series 2007-HE2 Trust
Series 2007-HE2
                               Rating
Class      CUSIP         To             From
-----      -----         --             ----
I-A        92926SAA4     B              A/Watch Neg
II-A-1     92926SAB2     AAA            AAA/Watch Neg
II-A-2     92926SAC0     AA             AAA/Watch Neg
II-A3      92926SAD8     B              AA/Watch Neg
II-A4      92926SAE6     B              A/Watch Neg
M-1        92926SAF3     B-             BB/Watch Neg
M-2        92926SAG1     CCC            B/Watch Neg
M-6        92926SAL0     CC             CCC
M-7        92926SAM8     CC             CCC
M-8        92926SAN6     CC             CCC
M-9        92926SAP1     CC             CCC

RATINGS AFFIRMED

ABFC 2006-HE1 Trust
Series 2006-HE1
Class      CUSIP         Rating
-----      -----         ------
M-2        00075WAF6     CCC
M-3        00075WAG4     CCC
M-4        00075WAH2     CCC

ACE Securities Corp. Home Equity Loan Trust, Series 2006-NC3
Series 2006-NC3
Class      CUSIP         Rating
-----      -----         ------
M-3        00442EAL9     CCC
M-4        00442EAM7     CCC
M-5        00442EAN5     CCC
M-6        00442EAP0     CCC

Ameriquest Mortgage Securities Trust 2006-M3
Series 2006-M3
Class      CUSIP         Rating
-----      -----         ------
M-3        03076MAH7     CCC

Citigroup Mortgage Loan Trust 2006-HE3
Series 2006-HE3
Class      CUSIP         Rating
-----      -----         ------
M-2        17310VAF7     CCC
M-3        17310VAG5     CCC
M-4        17310VAH3     CCC

Citigroup Mortgage Loan Trust 2006-NC2
Series 2006-NC2
Class      CUSIP         Rating
-----      -----         ------
M-2        17309TAG3     CCC
M-3        17309TAH1     CCC

Citigroup Mortgage Loan Trust 2007-AMC2
Series 2007-AMC2
Class      CUSIP         Rating
-----      -----         ------
M-2        17311XAE5     CCC
M-3        17311XAF2     CCC
M-4        17311XAG0     CCC
M-5        17311XAH8     CCC
M-6        17311XAJ4     CCC
M-7        17311XAK1     CCC

FFMLT Trust 2006-FF13
Series 2006-FF13
Class      CUSIP         Rating
-----      -----         ------
M-4        30247DAJ0     CCC
M-5        30247DAK7     CCC

First Franklin Mortgage Loan Trust 2006-FF16
Series 2006-FF16
Class      CUSIP         Rating
-----      -----         ------
M-2        320275AG5     CCC
M-3        320275AH3     CCC
M-4        320275AJ9     CCC

Home Equity Asset Trust 2006-4
Series 2006-4
Class      CUSIP         Rating
-----      -----         ------
M-5        437084VV5     CCC

Home Equity Asset Trust 2007-2
Series 2007-2
Class      CUSIP         Rating
-----      -----         ------
M-3        43710KAH9     CCC
M-4        43710KAJ5     CCC
M-5        43710KAK2     CCC
M-6        43710KAL0     CCC

HSI Asset Securitization Corporation Trust 2006-HE1
Series 2006-HE1
Class      CUSIP         Rating
-----      -----         ------
M2         44328AAH3     CCC
M3         44328AAJ9     CCC

HSI Asset Securitization Corporation Trust 2006-HE2
Series 2006-HE2
Class      CUSIP         Rating
-----      -----         ------
M-2        44328BAH1     CCC
M-3        44328BAJ7     CCC

IXIS Real Estate Capital Trust 2006-HE3
Series 2006-HE3
Class      CUSIP         Rating
-----      -----         ------
M-3        46602UAG3     CCC
M-4        46602UAH1     CCC

JPMorgan Mortgage Acquisition Trust 2006-HE3
Series 2006-HE3
Class      CUSIP         Rating
-----      -----         ------
M-2        46629VAG0     CCC
M-3        46629VAH8     CCC

JPMorgan Mortgage Acquisition Trust 2006-RM1
Series 2006-RM1
Class      CUSIP         Rating
-----      -----         ------
M-2        46629NAH6     CCC
M-3        46629NAJ2     CCC

JPMorgan Mortgage Acquisition Trust 2006-WMC4
Series 2006-WMC4
Class      CUSIP         Rating
-----      -----         ------
M-2        46630BAH9     CCC
M-3        46630BAJ5     CCC

Long Beach Mortgage Loan Trust 2006-6
Series 2006-6
Class      CUSIP         Rating
-----      -----         ------
M-3        54251RAH6     CCC

Long Beach Mortgage Loan Trust 2006-8
Series 2006-8
Class      CUSIP         Rating
-----      -----         ------
M-2        54251UAG1     CCC

MASTR Asset Backed Securities Trust 2006-NC3
Series 2006-NC3
Class      CUSIP         Rating
-----      -----         ------
M-2        55275RAG7     CCC
M-3        55275RAH5     CCC
M-4        55275RAJ1     CCC
M-5        55275RAK8     CCC

MASTR Asset Backed Securities Trust 2006-WMC3
Series 2006-WMC3
Class      CUSIP         Rating
-----      -----         ------
M-2        55291KAG2     CCC

MASTR Asset Backed Securities Trust 2006-WMC4
Series 2006-WMC4
Class      CUSIP         Rating
-----      -----         ------
M-2        57645MAH5     CCC

Merrill Lynch Mortgage Investors Trust, Series 2006-HE5
Series 2006-HE5
Class      CUSIP         Rating
-----      -----         ------
M-5        59022QAK8     CCC
M-6        59022QAL6     CCC

Morgan Stanley ABS Capital I Inc. Trust 2006-HE6
Series 2006-HE6
Class      CUSIP         Rating
-----      -----         ------
M-3        61750FAJ9     CCC
M-4        61750FAK6     CCC

Morgan Stanley Capital I Inc. Trust 2006-HE2
Series 2006-HE2
Class      CUSIP         Rating
-----      -----         ------
M-4        617451EZ8     CCC
M-5        617451FA2     CCC

Morgan Stanley IXIS Real Estate Capital Trust 2006-2
Series 2006-2
Class      CUSIP         Rating
-----      -----         ------
M-4        617463AH7     CCC

Nomura Home Equity Loan, Inc., Home Equity Loan Trust, Series
2006-FM2
Series 2006-FM2
Class      CUSIP         Rating
-----      -----         ------
M-4        65537FAJ0     CCC
M-5        65537FAK7     CCC

Option One Mortgage Loan Trust 2006-3
Series 2006-3
Class      CUSIP         Rating
-----      -----         ------
M-2        68389BAE3     CCC
M-3        68389BAF0     CCC
M-4        68389BAG8     CCC

RASC Series 2006-EMX8 Trust
Series 2006-EMX8
Class      CUSIP         Rating
-----      -----         ------
M-3        74924UAH4     CCC
M-4        74924UAJ0     CCC
M-5        74924UAK7     CCC

RASC Series 2006-KS9 Trust
Series 2006-KS9
Class      CUSIP         Rating
-----      -----         ------
M-3S       75406YAH0     CCC
M-4        75406YAJ6     CCC
M-5        75406YAK3     CCC

Securitized Asset Backed Receivables LLC Trust 2006-FR4
Series 2006-FR4
Class      CUSIP         Rating
-----      -----         ------
M-2        81377GAE9     CCC
M-3        81377GAF6     CCC

Securitized Asset Backed Receivables LLC Trust 2006-WM4
Series 2006-WM4
Class      CUSIP         Rating
-----      -----         ------
M-1        81377XAF9     CCC
M-2        81377XAG7     CCC
M-3        81377XAH5     CCC

Soundview Home Loan Trust 2006-OPT 5
Series 2006-OPT5
Class      CUSIP         Rating
-----      -----         ------
M-4        83612CAJ8     CCC
M-5        83612CAK5     CCC
M-6        83612CAL3     CCC

WaMu Asset-Backed Certificates WaMu Series 2007-HE2 Trust
Series 2007-HE2
Class      CUSIP         Rating
-----      -----         ------
M-3        92926SAH9     CCC
M-4        92926SAJ5     CCC
M-5        92926SAK2     CCC
* Fitch Downgrades Ratings on 15 Classes of Subprime RMBS
---------------------------------------------------------
Fitch Ratings has downgraded fifteen classes from these subprime
residential mortgage-backed securities:

Ameriquest Mortgage Securities 2005-X2
   -- Class A2 downgraded to 'B' from 'BBB';
   -- Class M1 downgraded to 'CCC/DR3' from 'B';
   -- Class M2 revised to 'CCC/DR3' from 'CCC';
   -- Class M3 remains at 'CC/DR5';
   -- Class M4 remains at 'CC/DR5';
   -- Class M5 remains at 'C/DR6';
   -- Class M6 remains at 'C/DR6',

Class A2 is insured by FGIC.

Ameriquest Mortgage Securities 2006-X1
   -- Class A1 affirmed at 'AA';
   -- Class A2 downgraded to 'B' from 'BBB';
   -- Class A3 downgraded to 'B' from 'BBB';
   -- Class M1 downgraded to 'CCC/DR2' from 'BBB-';
   -- Class M2 downgraded to 'CCC/DR2' from 'BB';
   -- Class M3 downgraded to 'CC/DR3' from 'B';
   -- Class M4 downgraded to 'CC/DR3' from 'CCC';
   -- Class M5 downgraded to 'C/DR6' from 'CCC',

Class A1, A2, and A3 are insured by FGIC.

Ameriquest Mortgage Securities 2004-R9
   -- Class A1 affirmed at 'AAA';
   -- Class A4 affirmed at 'AAA';
   -- Class M1 affirmed at 'AA+';
   -- Class M2 affirmed at 'AA';
   -- Class M3 affirmed at 'AA-';
   -- Class M4 downgraded to 'BBB-' from 'BBB+';
   -- Class M5 downgraded to 'BB-' from 'BBB-',
   -- Class M6 downgraded to 'B+' from 'BB+';
   -- Class M7 downgraded to 'B+' from 'BB';
   -- Class M8 downgraded to 'B' from 'BB-;
   -- Class M9 downgraded to 'CCC/DR1' from 'B';

Class A-1 is insured by FGIC.

Ameriquest Mortgage Securities 2004-R11
   -- Class A1 affirmed at 'AAA';
   -- Class A2 affirmed at 'AAA';
   -- Class M1 affirmed at 'AA+';
   -- Class M2 affirmed at 'A';
   -- Class M3 affirmed at 'A-';
   -- Class M4 affirmed at 'BBB+';
   -- Class M5 affirmed at 'BBB';
   -- Class M6 affirmed at 'BBB-';
   -- Class M7 affirmed at 'BB+';
   -- Class M8 affirmed at 'BB';
   -- Class M9 affirmed at 'BB-';
   -- Class M10 remains at 'C/DR5';

Class A-1 is insured by FGIC.

Fitch's policy is to maintain ratings on insured transactions at
the higher of the underlying rating of the insured transaction if
rated by Fitch or the rating of the insurer.

Fitch downgraded FGIC's Insurer Financial strength rating to 'CCC'
and also placed the IFS on Rating Watch Evolving.


* Chapter 11 Cases with Assets & Liabilities Below $1,000,000
-------------------------------------------------------------
Recent Chapter 11 cases filed with assets and liabilities below
$1,000,000:

In Re Corley Enterprises, Inc.
       dba Long John Silver/A&M
    Bankr. N.D. Ga. Case No. 08-76852
       Chapter 11 Petition filed August 29, 2008
          See http://bankrupt.com/misc/ganb08-76852.pdf

In Re Zion Full Gospel World Ministries, Inc.
    Bankr. N.D. Ga. Case No. 08-76873
       Chapter 11 Petition filed August 29, 2008
          See http://bankrupt.com/misc/ganb08-76873.pdf

In Re Midtown Developers, LLC
    Bankr. N.D. Ga. Case No. 08-76935
       Chapter 11 Petition filed August 29, 2008
          See http://bankrupt.com/misc/ganb08-76935.pdf

In Re God's Temple
    Bankr. W.D. La. Case No. 08-31552
       Chapter 11 Petition filed September 2, 2008
          See http://bankrupt.com/misc/lawb08-31552.pdf

In Re Barriga Cheia, Inc.
       dba Brazzille
    Bankr. D. Mass. Case No. 08-16595
       Chapter 11 Petition filed September 2, 2008
          See http://bankrupt.com/misc/mab08-16595.pdf

In Re Myers-Denson Properties, LLC
    Bankr. S.D. Tex. Case No. 08-35865
       Chapter 11 Petition filed September 2, 2008
          See http://bankrupt.com/misc/txsb08-35865.pdf

In Re Triptesh K Chaudhury, M.D.
    Bankr. S.D. Tex. Case No. 08-35877
       Chapter 11 Petition filed September 2, 2008
          See http://bankrupt.com/misc/txsb08-35877.pdf

In Re Atherton-Newport Fund 128, LLC
    Bankr. C.D. Calif. Case No. 08-15429
       Chapter 11 Petition filed September 3, 2008
          See http://bankrupt.com/misc/cacb08-15429.pdf

In Re Capital Financial Partners, Inc.
    Bankr. N.D. Ga. Case No. 08-77478
       Chapter 11 Petition filed September 3, 2008
          See http://bankrupt.com/misc/ganb08-77478.pdf

In Re Jennifer Mae Babbitt
    Bankr. N.D. Ind. Case No. 08-12981
       Chapter 11 Petition filed September 3, 2008
          See http://bankrupt.com/misc/innb08-12981.pdf

In Re American Site Improvements, Inc.
    Bankr. D. Md. Case No. 08-21299
       Chapter 11 Petition filed September 3, 2008
          See http://bankrupt.com/misc/mdb08-21299.pdf

In Re Converpro, Inc.
    Bankr. M.D. N.C. Case No. 08-51482
       Chapter 11 Petition filed September 3, 2008
          See http://bankrupt.com/misc/ncmb08-51482.pdf

In Re Ovidio Valentin
    Bankr. D. N.J. Case No. 08-26698
       Chapter 11 Petition filed September 3, 2008
          See http://bankrupt.com/misc/njb08-26698.pdf

In Re Negril Chelsea, Inc.
    Bankr. S.D. N.Y. Case No. 08-13418
       Chapter 11 Petition filed September 3, 2008
          See http://bankrupt.com/misc/nysb08-13418.pdf

In Re Van Delft Floral Company, Inc.
    Bankr. S.D. N.Y. Case No. 08-36940
       Chapter 11 Petition filed September 3, 2008
          See http://bankrupt.com/misc/nysb08-36940.pdf

In Re Susquehanna Valley Mechanical Contractors, Inc.
       dba Susquehanna Valley Mechanical, dba SVMC
    Bankr. M.D. Penn. Case No. 08-03192
       Chapter 11 Petition filed September 3, 2008
          See http://bankrupt.com/misc/pamb08-03192.pdf

In Re China Cable and Communication, Inc.
    Bankr. N.D. Tex. Case No. 08-44094
       Chapter 11 Petition filed September 3, 2008
          See http://bankrupt.com/misc/txnb08-44094.pdf

In Re Curtis L. Scott, Inc.
    Bankr. W.D. Wash. Case No. 08-44396
       Chapter 11 Petition filed September 3, 2008
          See http://bankrupt.com/misc/wawb08-44396.pdf

In Re Restaurant Concepts, LLC
    Bankr. N.D. Calif. Case No. 08-44907
       Chapter 11 Petition filed September 4, 2008
          See http://bankrupt.com/misc/canb08-44907.pdf

In Re Oryan, Inc.
    Bankr. N.D. Calif. Case No. 08-44910
       Chapter 11 Petition filed September 4, 2008
          See http://bankrupt.com/misc/canb08-44910.pdf

In Re Boss Group LLC
    Bankr. S.D. Fla. Case No. 08-22795
       Chapter 11 Petition filed September 4, 2008
          See http://bankrupt.com/misc/flsb08-22795.pdf

In Re Balsters Development, Inc.
    Bankr. S.D. Ill. Case No. 08-31991
       Chapter 11 Petition filed September 4, 2008
          See http://bankrupt.com/misc/ilsb08-31991.pdf

In Re Charles K Diss fdba Diss Grain & Trucking, Inc.
       aka Kevin Diss
    Bankr. S.D. Ill. Case No. 08-60491
       Chapter 11 Petition filed September 4, 2008
          See http://bankrupt.com/misc/ilsb08-60491.pdf

In Re Liviu Nmn Rosia
       aka S&R Coach, LLC
    Bankr. W.D. Mo. Case No. 08-61686
       Chapter 11 Petition filed September 4, 2008
          See http://bankrupt.com/misc/mowb08-61686.pdf

In Re Darby General Contracting, Inc.
       dba Darby Glass Co.
    Bankr. E.D. N.Y. Case No. 08-74755
       Chapter 11 Petition filed September 4, 2008
          See http://bankrupt.com/misc/nyeb08-74755.pdf

In Re Full Job Services, Inc.
    Bankr. D. P.R. Case No. 08-05818
       Chapter 11 Petition filed September 4, 2008
          See http://bankrupt.com/misc/prb08-05818.pdf

In Re Ceres Investments, L.P.
    Bankr. D. Ariz. Case No. 08-11706
       Chapter 11 Petition filed September 4, 2008
          Filed as Pro Se

In Re Joseph Richard Vela
    Bankr. E.D. N.Y. Case No. 08-45834
       Chapter 11 Petition filed September 4, 2008
          Filed as Pro Se

In Re M&L Power Service, Inc.
    Bankr. D. R.I. Case No. 08-12745
       Chapter 11 Petition filed September 4, 2008
          See http://bankrupt.com/misc/rib08-12745.pdf

In Re Shell Plant Farm, Inc.
    Bankr. E.D. Tex. Case No. 08-10483
       Chapter 11 Petition filed September 4, 2008
          See http://bankrupt.com/misc/txeb08-10483.pdf

In Re Techline Engineering, Inc.
    Bankr. N.D. Ind. Case No. 08-13016
       Chapter 11 Petition filed September 5, 2008
          See http://bankrupt.com/misc/innb08-13016.pdf

In Re PMI Enterprises, Inc.
       dba Mia's Gelato & Crepe Cafe
       fdba Melt Gelato & Crepe Cafe
    Bankr. D. Mass. Case No. 08-16681
       Chapter 11 Petition filed September 5, 2008
          See http://bankrupt.com/misc/mab08-16681.pdf

In Re Portage Aluminum Foundry, Inc.
    Bankr. W.D. Mich. Case No. 08-07809
       Chapter 11 Petition filed September 5, 2008
          See http://bankrupt.com/misc/miwb08-07809.pdf

In Re BB&C Construction Co. Inc.
    Bankr. W.D. Penn. Case No. 08-25929
       Chapter 11 Petition filed September 5, 2008
          See http://bankrupt.com/misc/pawb08-25929.pdf

In Re Guillermo Ricardo de la Vara
       aka Bill de la Vara
    Bankr. D. Ariz. Case No. 08-11794
       Chapter 11 Petition filed September 5, 2008
          Filed as Pro Se

In Re L.A. Enterprise CNC, Inc.
       aka L.A. Enterprises CNC, Inc.
       aka Warthog CNC
    Bankr. E.D. Tenn. Case No. 08-14612
       Chapter 11 Petition filed September 7, 2008
          See http://bankrupt.com/misc/tneb08-14612.pdf

In Re Randy Elbert Gray & Kimberly Lorraine Gray
    Bankr. D. Ariz. Case No. 08-11894
       Chapter 11 Petition filed September 8, 2008
          See http://bankrupt.com/misc/azb08-11894.pdf

In Re Roofing Solutions of Tampa, Inc.
    Bankr. M.D. Fla. Case No. 08-13712
       Chapter 11 Petition filed September 8, 2008
          See http://bankrupt.com/misc/flmb08-13712.pdf

In Re Sand Dollar Real Estate, Inc.
    Bankr. E.D. N.C. Case No. 08-06097
       Chapter 11 Petition filed September 8, 2008
          See http://bankrupt.com/misc/nceb08-06097.pdf

In Re Ryan's Room, Inc.
       dba Cameron Street Cafe
    Bankr. M.D. Penn. Case No. 08-03235
       Chapter 11 Petition filed September 8, 2008
          See http://bankrupt.com/misc/pamb08-03235.pdf

In Re XX Bar, LC
    Bankr. S.D. Tex. Case No. 08-35957
       Chapter 11 Petition filed September 8, 2008
          Filed as Pro Se

In Re Stacy L. Danley, II & Stephanie L. Danley
    Bankr. M.D. Ala. Case No. 08-11429
       Chapter 11 Petition filed September 9, 2008
          See http://bankrupt.com/misc/almb08-11429.pdf

In Re Little Friends Academy, Inc.
    Bankr. W.D. Ky. Case No. 08-33960
       Chapter 11 Petition filed September 9, 2008
          See http://bankrupt.com/misc/kywb08-33960.pdf

In Re Monroe Center Management, LLC
    Bankr. D. N.J. Case No. 08-27104
       Chapter 11 Petition filed September 9, 2008
          See http://bankrupt.com/misc/njb08-27104.pdf

In Re Ozay-Ince, Inc.
    Bankr. W.D. N.Y. Case No. 08-22326
       Chapter 11 Petition filed September 9, 2008
          See http://bankrupt.com/misc/nywb08-22326.pdf

In Re Harding & Harding III, Inc.
       aka George Harding
    Bankr. E.D. Penn. Case No. 08-15769
       Chapter 11 Petition filed September 9, 2008
          Filed as Pro Se

In Re Jeannie Fu & Chico Fu
       aka Chico S. Chun Fu
    Bankr. N.D. Calif. Case No. 08-31691
       Chapter 11 Petition filed September 9, 2008
          Filed as Pro Se

In Re RAMM IT Compaction Specialists, Inc.
    Bankr. D. Nevada Case No. 08-20290
       Chapter 11 Petition filed September 9, 2008
          Filed as Pro Se

In Re Teresa A. Cummings
    Bankr. C.D. Calif. Case No. 08-16785
       Chapter 11 Petition filed September 9, 2008
          Filed as Pro Se

In Re Philip Wayne Shadowens & Laura Elaine Shadowens
    Bankr. M.D. Tenn. Case No. 08-08075
       Chapter 11 Petition filed September 9, 2008
          See http://bankrupt.com/misc/tnmb08-08075.pdf

                              *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed chapter 11
cases involving less than $1,000,000 in assets and liabilities
delivered to nation's bankruptcy courts.  The list includes links
to freely downloadable images of these small-dollar petitions in
Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

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S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Sheryl Joy P. Olano, Shimero R. Jainga, Ronald C. Sy, Joel
Anthony G. Lopez, Cecil R. Villacampa, Melanie C. Pador, Ludivino
Q. Climaco, Jr., Loyda I. Nartatez, Tara Marie A. Martin, Joseph
Medel C. Martirez, Ma. Cristina I. Canson, Christopher G.
Patalinghug, and Peter A. Chapman, Editors.

Copyright 2008.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.

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