TCR_Public/070605.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Tuesday, June 5, 2007, Vol. 11, No. 132

                             Headlines

5838 GLENDORA: Case Summary & Four Largest Unsecured Creditors
ABRAXAS PETROLEUM: Inks Pact Contributing Assets to Abraxas Energy
ACRO BUSINESS: Judge Kressel Confirms Ch. 11 Plan of Liquidation
ACTUANT CORP: Launches Private Offering of $250MM of Senior Notes
ADVANSTAR COMM: Veronis Suhler Buys Advanstar Holdings for $1.1BB

ALMA ENERGY: Voluntary Chapter 11 Case Summary
AMERICAN COMMERCE: Pender Newkirk Raises Going Concern Doubt
AMERITRADE HOLDING: Fitch Affirms BB+ Ratings on $1.9 Billion Loan
ANNETTE PASSE: Voluntary Chapter 11 Case Summary
ASSET BACKED: Fitch Affirms Low-B Ratings on 2 Certificate Classes

ASSET BACKED: Fitch Affirms Low-B Ratings on Three Certificates
ASTRATA GROUP: Squar Milner Raises Going Concern Doubt
ATLAS PIPELINE: To Buy Anadarko Petroleum's Chaney & Midkiff Stake
BANC OF AMERICA: Fitch Puts Low B Ratings on 2007-D $1.3MM Certs.
BANC OF AMERICA: Fitch Puts Low-B Ratings on 2 2007-2 Certificates

BCE INC: Billionaire Richard Li Joins Cerberus in Takeover Bid
BCE INC: CTRC Rejects Increase of Local Phone Service Rates
BEAR STEARNS: Fitch Puts Low-B Ratings on $2.9 Mil. Certificates
BEDFORD THROOP: Voluntary Chapter 11 Case Summary
BLANCA GOMEZ: Case Summary & Eight Largest Unsecured Creditors

CEDAR LAKE: Case Summary & 11 Largest Unsecured Creditors
CENTENE CORP: Appoints 5 Senior Staff to Vice-President Positions
CHASE MORTGAGE: Fitch Puts Low-B Ratings on Two Mortgage Classes
CHL MORTGAGE: Fitch Puts Low-B Ratings on $1.95MM Certificates
CINCINNATI BELL: Enters Second Amendment to Credit Agreement

CITIGROUP MORTGAGE: Fitch Puts Low B Ratings on Two Cert. Classes
CITIMORTGAGE ALTERNATIVE: Fitch Puts Low-B Ratings on Two Certs.
CKE RESTAURANTS: Reports Same-Store Sales for Carl's & Hardee's
CLEVELAND-CLIFFS: Names William Boor as Business Development SVP
COASTAL EXPRESS: Voluntary Chapter 11 Case Summary

COLE BROTHERS: Case Summary & 16 Largest Unsecured Creditors
CREDIT SUISSE: Fitch Affirms BB+ Rating on 2006-4 Class B-3 Certs.
CREST CLARENDON: Fitch Affirms BB Rating on $10 Million Notes
CWALT INC: Fitch Puts Low-B Ratings on $4.9 Million Certificates
CWALT INC: Fitch Puts Low-B Ratings on $4.24 Million Certificates

CWMBS INC: Fitch Assigns Low-B Ratings on $2.45 Mil. Certificates
CWMBS INC: Fitch Puts Low-B Ratings on Two Certificate Classes
DAIMLERCHRYSLER AG: Chrysler Group's May 2007 U.S. Sales Rise 4%
DALE BOHAN: Voluntary Chapter 11 Case Summary
DEUTSCHE SECURITIES: Fitch Rates $8 Million Certificates at BB

DUQUESNE LIGHT: Fitch Pares Issuer Default Rating to BB+ from BBB-
ENCYSIVE PHARMACEUTICALS: 72.9 Million Shares Issued at June 1
ENESCO GROUP: Hires Baker & McKenzie as Hong Kong Tax Counsel
ENRON CORP: Inks $61.5 Million Credit Suisse Settlement Agreement
ENZON PHARMA: March 31 Balance Sheet Upside-down by $55.5 Million

EPIX PHARMA: March 31 Balance Sheet Upside-down by $50.8 Million
FIRST HORIZON: Fitch Puts Low-B Ratings on $7.88 Mil. Certificates
FORD MOTOR: May 2007 Sales Up by 9.4%, Truck Sales Up by 25%
GENERAL MOTORS: May 2007 Sales Up by 8.5%
GRAFTECH INT'L: March 31 Balance Sheet Upside-down by $90 Million

GREAT PANTHER: Appoints Raakel Iskanius as Chief Financial Officer
HEALTHSOUTH COR: Sells Birmingham Campus for $60 Million
HEMAGIN DIAGNOSTICS: March 31 Balance Sheet Upside-Down by$1.3MM
HSI ASSET: Fitch Puts Low-B Ratings on $2.9 Million Certificates
HSI ASSET: Fitch Puts BB+ Rating on Class M-10 Certificates

HOLLY MARINE: Court Okays Feeley & Associates as Special Counsel
I2 TECHNOLOGIES: March 31 Balance Sheet Upside-down by $15.5 Mil.
INTERTAPE POLYMER: Chief Financial Officer A. Archibald Resigns
J. CREW GROUP: Earns $24.6 Million in Quarter Ended May 5
JP MORGAN: Fitch Puts Low-B Ratings on $2.5 Million Certificates

JP MORGAN: Fitch Puts Low B Ratings on $5 Million Certificates
JP MORGAN: Fitch Puts-Low B Ratings on $5.1-Million Certificates
KANDERSTEG INC: Voluntary Chapter 11 Case Summary
KUSHNER-LOCKE: Can Continue Use of JP Morgan's Cash Collateral
LASALLE COMMERCIAL: Fitch Puts Low-B Ratings on Five Cert. Classes

LEAP WIRELESS: Cricket Prices $350MM Senior Notes Private Offering
LYONDELL CHEMICAL: Fitch to Rate $500 Million Notes at BB-
M/I HOMES: Fitch Affirms BB Issuer Default Rating
MARIA DELGADO: Voluntary Chapter 11 Case Summary
MEDWAVE INC: Posts $753,003 Net Loss in Quarter Ended March 31

MERRILL LYNCH: Fitch Puts Low-B Ratings on $5.1Mil. Certificates
MID OCEAN: Fitch Pares Ratings on $31.5 Million Certs. to C
MORGAN STANLEY: Fitch Holds C Rating on $406,100 Class H Loan
MORGUARD REAL: DBRS Confirms Issuer Rating at BB (high)
MTI TECHNOLOGY: Nasdaq Delists Securities Effective June 1

NARROWSTEP INC: Losses Spurs Auditor's Going Concern Opinion
OUR LADY OF MERCY: Committee Hires Alvarez & Marsal as Fin. Advsr.
PATIENT PORTAL: Walden Certified Raises Going Concern Doubt
PETER LAFURIA: Voluntary Chapter 11 Case Summary
PHH MORTGAGE: Fitch Puts B Rating on $240,829 Class B-5 Certs.

PRIMEDIA INC: Board Approves Special Bonuses to Executive Officers
QUEBECOR MEDIA: Stock Buyout Cues DBRS to Review Ratings
RELIANT ENERGY: Fitch Rates Planned $1.25-Billion Notes at B+
RESIDENTIAL ACCREDIT: Fitch Puts Low-B Ratings on $7.2MM Certs.
RESIDENTIAL ASSET: S&P Lowers Ratings on Two Certificates

RESIDENTIAL ASSET: Fitch Pares Ratings on Four Certificate Classes
RESIDENTIAL FUNDING: Fitch Puts Low B Ratings on Two Cert. Classes
RITE AID: FTC Gives Nod on Brook and Eckerd Acquisition
RKS SERVICE: Case Summary & 15 Largest Unsecured Creditors
ROCK & WATERSCAPE: Case Summary & 20 Largest Unsecured Creditors

ROYAL CORDAGE: Case Summary & Eight Largest Unsecured Creditors
RURAL CELLULAR: Sells $425 Mil. of Sr. Notes in Private Placement
SHEARSON FINANCIAL: Posts $787,324 Net Loss in Qtr. Ended March 31
SPANSION LLC: Prices $75 Million of Senior Secured Notes
SPECIALTY UNDERWRITING: Fitch Junks Rating on Two Certificates

ST. GEORGE CRYSTAL: Voluntary Chapter 11 Case Summary
STATION CASINOS: March 31 Balance Sheet Upside-Down by $178.4 Mil.
STRUCTURED ASSET: Fitch Puts Low-B Ratings on Two Certificates
STRUCTURED ASSET: Fitch Assigns BB+ Rating on $8.5-Mil. Certs.
SUNCOM WIRELESS: March 31 Balance Sheet Upside-Down by $433.1 Mil.

TESORO PETROLEUM: Fitch Rates New $500 Million Senior Notes at BB
TOWN SPORTS: March 31 Balance Sheet Upside-Down by $20.3 Million
TRIBUNE CO: Completes Offer with 126 Million Shares Tendered
TRIBUNE CO: Matthew Bender Tax Case Settlement Offer Pending
TURNAGE HOLDINGS: Voluntary Chapter 11 Case Summary

VESCOR CAPITAL: Case Summary & 21 Largest Unsecured Creditors
WEIGHT WATCHERS: March 31 Balance Sheet Upside-Down by $1 Billion
WELLS FARGO: Fitch Puts Low B Ratings on $15.3 Mil. Certificates
WINDSTREAM CORP: Fitch Affirms BB+ IDR on CT Communication Deal

* Large Companies with Insolvent Balance Sheets

                             *********

5838 GLENDORA: Case Summary & Four Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: 5838 Glendora, Ltd.
        5837 Glendora Avenue
        Dallas, TX 75230

Bankruptcy Case No.: 07-32523

Type of Business: The Debtor owns real estate.

Chapter 11 Petition Date: June 1, 2007

Court: Northern District of Texas (Dallas)

Judge: Harlin DeWayne Hale

Debtor's Counsel: Frank R. Jelinek, III, Esq.
                  801 East Abram, Suite 102
                  Arlington, TX 76010
                  Tel: (817) 461-1100
                  Fax: (817) 461-1109

Total Assets: $1,900,000

Total Debts:  $1,765,548

Debtor's Four Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
Shaw General Contractors,   Lot 5B, Block             $150,160
Inc.                        V/5513 of
4107 Turtle Creek           Replat of 5
Boulevard                   and 6, Block
Dallas, TX 75219            B of Preston
                            Meaders
                            addition to
                            the City of
                            Dallas, Dallas
                            County, Texas;
                            value of
                            senior lien:
                            $1,424,101

David E. Pickett            cash advances             $150,000
5837 Glendora Avenue
Dallas, TX 75230

David Childs                ad valorem taxes           $27,277
Dallas County Tax           on real property
Assessor/Collector
500 Elm Street
Dallas, TX 75202

Ramer Concrete, Inc.        services and               $12,931
                            materials


ABRAXAS PETROLEUM: Inks Pact Contributing Assets to Abraxas Energy
------------------------------------------------------------------
Abraxas Petroleum Corporation, on May 25, 2007, entered into a
contribution, conveyance and assumption agreement with:

    * Abraxas Energy Partners, L.P.,

    * Abraxas General Partner, LLC, the company's wholly-owned
      subsidiary,

    * Abraxas Energy Investments, LLC, another wholly-owned
      subsidiary, and

    * Abraxas Operating, LLC, a wholly-owned subsidiary of Abraxas
      Energy.

Among other things, the contribution agreement provided for the
contribution by Abraxas to the Abraxas Operating of certain assets
located in South and West Texas in exchange for all of the equity
interests of the Abraxas Operating.  The assets contributed to
Abraxas Energy had estimated proved reserves of approximately 65
Bcfe as of Dec. 31, 2006 and accounted for approximately 85% of
Abraxas' daily production on the date of the contribution.

In consideration for these assets, Abraxas Energy and the Abraxas
Operating jointly and severally, assumed all of Abraxas' existing
indebtedness under its Floating Rate Senior Secured Notes due
2009, and the obligation to pay certain preformation and
transaction expenses and issued General Partner Units and Common
Units to Abraxas General and Abraxas Investments in exchange for
their ownership interests in the Abraxas Operating.

After consummation of the transactions, the General Partner Units
and the Common Units owned by Abraxas General and Abraxas
Investments constituted a 47.2% ownership interest in Abraxas
Operating.  These transfers and distributions were made in a
series of steps outlined in the contribution agreement.

            About Abraxas Petroleum Corporation

Headquartered in San Antonio, Texas, Abraxas Petroleum Corporation
-- http://www.abraxaspetroleum.com/-- (AMEX:ABP) is an   
independent natural gas and crude oil exploitation and production
company with operations concentrated in Texas and Wyoming.
  
The company's balance sheet as of March 31, 2007, showed total
assets of $117.7 million, total liabilities of $139.8 million,
resulting in a total stockholders' deficit of $22.1 million


ACRO BUSINESS: Judge Kressel Confirms Ch. 11 Plan of Liquidation
----------------------------------------------------------------
The Honorable Robert J. Kressel of the U.S. Bankruptcy Court for
the District of Minnesota confirmed Acro Business Finance Corp.'s
Amended Chapter 11 Plan of Liquidation.

                       Overview of the Plan

As reported in the Troubled Company Reporter May 10, 2007,
the Debtor disclosed that upon confirmation of the Plan, a
post-confirmation liquidating trust, to be administered by the
liquidating agent, will be established for the benefit of all of
the Debtor's creditors.  All of Debtor's assets will be
transferred to the liquidating trust subject to the lien of M&I
Marshall and Ilsley Bank.

The liquidating agent will be charged with liquidating the assets
to cash by no later than June 30, 2007.  All cash will be
distributed pursuant to the Plan.

                       Treatment of Claims

Under the Plan, Administrative Expense and Priority Tax Claims
will be paid in full, in cash.

Holders of Postpetition Claims, incurred in the ordinary course of
the Debtor's business, will be paid as the claims become due, as
agreed between the holders and the Debtor.

M&I Marshall and Ilsley Bank, which holds a $11,105,010 claim
secured by a lien on virtually all of the Debtor's personal
property and real property, including the Debtor's interest in
loans made to its borrowers.  On the effective date of the Plan,
M&I Marshall and Ilsley Bank will receive cash remaining on hand
after:

    * payment of administrative and priority claims;

    * reserves for funding of advances or loans in amounts
      acceptable to the Liquidating Agent and M&I; and

    * working capital retained by the Liquidating Agent to fund
      post-confirmation expenses.

After the effective date, M&I Marshall and Ilsley Bank will
receive periodic cash payments from collection of amounts due
the postpetition estate from the Debtor's borrowers.

All assets of the Debtor and the bankruptcy estate transferred to
the postpetition estate will remain subject to the first priority
valid and perfected lien of M&I Marshall and Ilsley Bank.

Participants under respective participation agreements hold a
$3,125,000 claim against the Debtor as of March 30, 2007.  On and
after the effective date, amounts collected from the Debtor's
borrowers and representing the share of a participant will be
deposited into the participation account.  

Participants will receive periodic distribution under the terms
of the applicable participation agreement.  To the extent that
participation agreements constitute executory contracts under
Section 365 of the Bankruptcy Code, the contracts will be assumed.

General Unsecured Creditors will receive a pro rata share of funds
in the post-confirmation estate after payment of other claims.

The Debtor says that it owes Senior Subordinated Debt holders
$2,732,700 plus accrued and unpaid interest.  On and after the
effective date, the Liquidating Agent will pay amounts, if any, to
the holders of claims in this class only if and until the secured
and unsecured claims of M&I Marshall and Ilsley Bank are paid in
full.

Equity Interests in the Debtor will be cancelled and holders will
not receive any distribution under the Plan.

A full-text copy of Disclosure Statement is available for free
at:

  http://www.researcharchives.com/bin/download?id=070509031337   

Based in Minneapolis, Minnesota, Acro Business Finance Corp.
provides financial services.  The company filed for chapter 11
protection on July 12, 2006 (Bankr. D. Minn. Case No. 06-41364).  
Clinton E. Cutler, Esq., and Cynthia A. Moyer, Esq., at Fredrikson
& Byron, PA, represent the Debtor.  No Official Committee of
Unsecured Creditors has been appointed in this case.  When the
Debtor filed for protection from its creditors, it estimated
assets and debts between $10 million and $50 million.


ACTUANT CORP: Launches Private Offering of $250MM of Senior Notes
-----------------------------------------------------------------
Actuant Corporation will offer up to $250 million in aggregate
principal amount of senior notes due in 2017 in a private
placement, subject to market and other conditions.

The company expects the offering will be completed in June 2007.
The issuance of the notes will be subject to customary closing
conditions.  The company will use the net proceeds from the
offering to refinance a portion of its senior credit facility and
to pay certain transaction costs and expenses.

Based in Butler, Wis., Acuant Corp. (NYSE: ATU) --
http://www.actuant.com/-- is a diversified industrial company
with operations in more than 30 countries.  The Actuant businesses
are market leaders in highly engineered position and motion
control systems and branded hydraulic and electrical tools and
supplies.  The company employs a workforce of more than 6,700
worldwide.

                          *     *     *

As reported in the Troubled Company Reporter on Oct. 23, 2006,
Moody's Investors Service affirmed its Ba2 corporate family rating
for Actuant Corp.


ADVANSTAR COMM: Veronis Suhler Buys Advanstar Holdings for $1.1BB
-----------------------------------------------------------------
Advanstar Communications Inc.'s holding company, Advanstar
Holdings Corp. was acquired by an investor group led by Veronis
Suhler Stevenson for $1.142 billion in cash.  VSS is joined in
this investment by several co-investors.

"The company was pleased to have completed this transaction," Joe
Loggia, Advanstar's CEO, commented.  "Advanstar's acquisition by
VSS reflects the success of the company's strategy and the quality
of its industry leading products.  The company thanks Credit
Suisse and Avista Capital for their past support as it developed
Advanstar into a leader in the business media industry.  The
resources and expertise provided by VSS and their investment co-
sponsors will be valuable assets as the company continues to
execute its strategy and capitalize on future growth
opportunities."

"Advanstar is one of the premier business media companies in the
world with a diversified portfolio of tradeshows, publications,
directories and websites," Scott Troeller, partner at VSS, said.
"VSS, along with its investment partners, look forward to working
closely with the Advanstar management team led by Joe Loggia to
build upon the scaleable and attractive platform they've developed
over the last several years."

Credit Suisse advised Advanstar and Davis Polk & Wardwell acted as
legal counsel to Advanstar in connection with this transaction.

On March 29, 2007, Advanstar Holdings Corp. has entered into a
definitive agreement to be acquired by an investor group led by
Veronis Suhler Stevenson.  Under the terms of the agreement, VSS
will acquire all of the outstanding stock of Advanstar Holdings
Corp. for approximately $1.142 billion in cash.  VSS is joined in
this investment with co-sponsors in the transaction, including
Citigroup Private Equity and New York Life Capital Partners.

                   About Veronis Suhler Stevenson

Veronis Suhler Stevenson - http://www.vss.com/-- is a private  
equity firm that invests buyout and structured capital funds in
the media, communications, information and education industries in
North America and Europe.  VSS provides capital for buyouts,
recapitalizations, growth financings and strategic acquisitions to
companies and management teams with a goal to build companies both
organically and through a focused add-on acquisition program.  To
date, VSS equity and structured capital funds have invested in
over 50 platform companies, which have in turn completed over 220
add-on acquisitions resulting in a portfolio with realized and
unrealized enterprise values totaling approximately $11 billion.

                            About Advanstar

Based in New York City, Advanstar -- http://www.advanstar.com/--   
provides integrated marketing solutions for the Fashion and
Licensing, Life Sciences and Powerports industries.  
Communications serves business professionals and consumers in
these industries with its portfolio of 91 shows and stand-alone
conferences, 66 publications and directories, 150 electronic
publications and Web sites, well as educational and direct
marketing products and services.  Communications has roughly 1,000
employees and currently operates from multiple offices in North
America and Europe.  All of the common stock of Communications is
owned by its parent company, Advanstar Holdings.

                          *     *     *

Advanstar Communications Inc.'s 12% Senior Subordinated Notes due
2011 carry Moody's Investors Service's 'Caa1' rating and Standard
& Poor's 'CCC' rating.


ALMA ENERGY: Voluntary Chapter 11 Case Summary
----------------------------------------------
Lead Debtor: Alma Energy, L.L.C.
             59 Davis Branch
             Stone, KY 41657

Bankruptcy Case No.: 07-70258

Debtor affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        Nathan's Welding, L.L.C.                   07-70259

Chapter 11 Petition Date: May 1, 2007

Court: Eastern District of Kentucky (Pikeville)

Debtors' Counsel: James P. Pruitt, Jr., Esq.
                  Pruitt & De Bourbon Law Firm
                  P.O. Box 339
                  Pikeville, KY 41502
                  Tel: (606) 437-7366

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

Nathan's Welding, L.L.C.        $100,000 to        $100,000 to
                                $1 Million         $1 Million

The Debtors do not have any creditors who are not insiders.


AMERICAN COMMERCE: Pender Newkirk Raises Going Concern Doubt
------------------------------------------------------------
Pender Newkirk & Company LLP, of Tampa, Fla., expressed
substantial doubt about American Commerce Solutions, Inc.'s
ability to continue as a going concern after auditing the
company's financial statements for the years ended Feb. 28, 2007,
and 2006.  The auditing firm noted that the company incurred a net
loss for the year ended Feb. 28, 2007 and has an accumulated
deficit and negative working capital at Feb. 28, 2007.  Pender
Newkirk further stated that the company is in default on several
notes payable at Feb. 28, 2007.

The company posted a $1,450,388 net loss on $2,351,288 revenue for
the year ended Feb. 28, 2007, as compared with a $922,351 net loss
on $2,301,574 revenue in the prior year.

For the year ended Feb. 28, 2007, the company's selling, general
and administrative expenses grew to $2,151,316 from $2,115,724 in
the prior year.

At Feb. 28, 2007, the company's balance sheet showed $5,433,253 in
total assets and $1,590,747 in total liabilities, resulting to
$1,944,778 in stockholders' equity.  The company also reported
strained liquidity in its balance sheet with $457,810 in total
current assets and $1,897,728 in total current liabilities.

                  Liquidity and Capital Resources

During the fiscal years ended Feb. 28, 2007, and 2006, the company
used net cash for operating activities of $576,838 and $254,904,
respectively.  This increase in cash used by operating activities
is primarily due to the overall increase in the net loss from the
prior year.

During the years ended Feb. 28, 2007, and 2006, the company
provided funds of $215,110 and used $102,861 for investing
activities, respectively.  This increase in cash provided from
investing activities is mainly due to the payments received on the
notes receivable.

During the years ended Feb. 28, 2007, and 2006, the company
provided cash from financing activities of $360,226 and $312,391,
respectively.  The increase in net cash provided by financing
activities is due to an increase in the cash received from the
issuance of notes payable.

A full-text copy of the company's fiscal 2006 annual report is
available for free at http://researcharchives.com/t/s?2066

                       About American Commerce

Headquartered in Bartow, Fla., American Commerce Solutions, Inc. -
- (OTCBB: AACS) --  http://www.aacssymbol.com/-- is primarily a  
holding company with two wholly owned subsidiaries; International
Machine and Welding Inc. is engaged in the machining and
fabrication of parts used in industry, and parts sales and service
for heavy construction equipment; Chariot Manufacturing Company,
Inc., which was acquired on Oct. 11, 2003, from a related party,
manufactures motorcycle trailers with fiberglass bodies.


AMERITRADE HOLDING: Fitch Affirms BB+ Ratings on $1.9 Billion Loan
------------------------------------------------------------------
Fitch Ratings affirms TD AMERITRADE Holding Corporation's ratings
as:

    -- Issuer Default Rating at 'BB+';

    -- $250 million term loan A senior secured notes maturing
       Dec. 31, 2011 at 'BB+';

    -- $1.650 billion term loan B senior secured notes maturing
       Dec. 31, 2012 at 'BB+'.

The Rating Outlook has been revised to Stable from Positive.

The rating affirmation follows TD AMERITRADE's announcement to
acquire a portion of Fiserv's Investment Support Services
business.  To date, the integration between TD Waterhouse and
Ameritrade has gone smoothly with debt service ahead of schedule.
Long-term ratings recognize TD AMERITRADE's position as a leading
online discount brokerage firm that is also focused on generating
more asset-based revenues.  Cash flow has been strong and leverage
ratios have also improved.

The Ratings Outlook has been revised to Stable from Positive
recognizing the increase in goodwill, reversal of positive trends
in tangible equity and an expectation that smaller acquisitions
may continue further pressuring a return to positive equity.  
Fitch believes that the Fiserv deal presents additional scale in
fee-based businesses.  The purchase comprises $28 billion in
client assets, broken down between assets held by Registered
Investment Advisers of $17 billion and assets held in third-party
administered retirement plans of $10 billion.  The transaction
results in 500 new independent RIA relationships and is expected
to be immediately accretive.

The purchase price is $225 million with the potential for an
additional $100 million outlay if revenue targets are met,
increasing goodwill.  Current debt outstanding was approximately
$1.7 billion at March 31, 2007, and equity was $1.8 billion.   
Fitch continues to monitor the success of the company's ability to
meet synergies and debt reduction targets.


ANNETTE PASSE: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Annette Passe
        3 White Deer Lane
        West Harrison, NY 10604

Bankruptcy Case No.: 07-22504

Chapter 11 Petition Date: May 29, 2007

Court: Southern District of New York (White Plains)

Judge: Adlai S. Hardin Jr.

Debtor's Counsel: Anne J. Penachio, Esq.
                  575 White Plains Road
                  Eastchester, NY 10709
                  Tel: (914) 961-6003
                  Fax: (914) 961-5658

Estimated Assets: Less than $10,000

Estimated Debts:  $1 Million to $100 Million

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


ASSET BACKED: Fitch Affirms Low-B Ratings on 2 Certificate Classes
------------------------------------------------------------------
Fitch has taken rating actions on these Asset Backed Securities
Corporation mortgage pass-through certificates:

Series 1999-LB1, Group 1

    -- Class A affirmed at 'AAA';

    -- Class B1F remains at 'CCC' and the Distress Recovery
       rating is lowered to 'DR2' from 'DR1'.

Series 1999-LB1, Group 2

    -- Class A affirmed at 'AAA';
    -- Class B1A affirmed at 'CCC/DR2'.

Series 2002-HE3, Group 1

    -- Class 1-M2 upgraded to 'A+' from 'A';
    -- Class 1-M3 affirmed at 'BB';

    -- Class 1-M4 downgraded to 'B-' from 'B' and assigned a DR
       rating of 'DR1'.

Series 2002-HE3, Group 2

    -- Class 2-M1 affirmed at 'AAA';
    -- Class 2-M2 upgraded to 'A+' from 'A';
    -- Class 2-M3 affirmed at 'BB';

    -- Class 2-M4 downgraded to 'B-' from 'B' and assigned a DR
       rating of 'DR1'.

The collateral in the aforementioned transactions consists
primarily of closed-end, fixed- and adjustable-rate mortgages
secured by first and second liens on residential properties.  The
originator of the majority of the loans is Long Beach Mortgage
Company, and the servicer is Washington Mutual Bank (rated 'RPS2+'
by Fitch).

The affirmations are due to a stable relationship between credit
enhancement and expected losses, as well as the financial strength
and rating of MBIA as a certificate insurer (class A certificates
for series 1999-LB1), and affect approximately $56.2 million in
outstanding certificates.  The upgrades are due to an improvement
in the relationship between CE and expected losses and affect
approximately $26.59 million in outstanding certificates.  The
negative rating actions are due to deterioration in the
relationship between CE and expected losses and affect
approximately $10.43 million in outstanding certificates.

The 12-month loss average (after being covered by excess spread)
for groups 1 and 2 of series 2002-HE3 are approximately $186,798
and $93,545, respectively.  Based on the 12-month loss average for
group 2, the OC amount of $769,054 (approximately 3.62% of its
current balance) will be written down to zero in approximately 8
months.  Fitch does not expect the OC amounts for either group to
reach their targets again.

Classes B-1 (1999-LB1), and M-2, M-3 and M-4 (2002-HE3) represent
interest in two loan groups, and solely for purposes of
determining distributions of principal and interest and the
allocation of losses realized on mortgage loans, each class
consists of two components.  The CE for a component class may
differ between the loan groups.  However, a default of a component
class would result in a default of the entire class and therefore
Fitch's ratings reflect the credit risk to the weaker of the two
components.


ASSET BACKED: Fitch Affirms Low-B Ratings on Three Certificates
---------------------------------------------------------------
Fitch has taken rating action on these Securitized Asset Backed
Receivables mortgage pass-through certificates:

Series 2006-HE1

   -- Class A affirmed at 'AAA';
   -- Class M1 affirmed at 'AA';
   -- Class M2 affirmed at 'A+';
   -- Class M3 affirmed at 'A';
   -- Class B1 affirmed at 'A-';
   -- Class B2 affirmed at 'BBB+';
   -- Class B3 affirmed at 'BBB';
   -- Class B4 affirmed at 'BBB-';
   -- Class B5 rated 'BB+', is placed on Rating Watch Negative.

Series 2006-CB1

   -- Class A affirmed at 'AAA';
   -- Class M-1 affirmed at 'AA+';
   -- Class M-2 affirmed at 'AA+';
   -- Class M-3 affirmed at 'AA';
   -- Class M-4 affirmed at 'AA';
   -- Class M-5 affirmed at 'A+';
   -- Class M-6 affirmed at 'A';
   -- Class B-1 affirmed at 'A-';
   -- Class B-2 affirmed at 'BBB+';
   -- Class B-3 affirmed at 'BBB';
   -- Class B-4 affirmed at 'BBB-';
   -- Class B-5 affirmed at 'BB'.

Series 2006-FR1

   -- Class A affirmed at 'AAA';
   -- Class M-1 affirmed at 'AA+';
   -- Class M-2 affirmed at 'A+';
   -- Class M-3 affirmed at 'A';
   -- Class B-2 affirmed at 'BBB+';
   -- Class B-1 affirmed at 'A-';
   -- Class B-3 affirmed at 'BBB'.

Series 2006-FR2

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

Series 2006-FR3

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

Series 2006-NC2

   -- Class A affirmed at 'AAA';
   -- Class M-1 affirmed at 'AA';
   -- Class M-3 affirmed at 'A-';
   -- Class M-2 affirmed at 'A';
   -- Class B-1 affirmed at 'BBB+';
   -- Class B-3 affirmed at 'BBB-';
   -- Class B-2 affirmed at 'BBB';
   -- Class B-4 affirmed at 'BB+';
   -- Class B-5 affirmed at 'BB'.

Series 2006-OP1

   -- Class M1 affirmed at 'AA+';
   -- Class A affirmed at 'AAA';
   -- Class M2 affirmed at 'AA+';
   -- Class M3 affirmed at 'AA';
   -- Class M4 affirmed at 'AA-';
   -- Class M5 affirmed at 'A+';
   -- Class M6 affirmed at 'A';
   -- Class B1 affirmed at 'A-';
   -- Class B2 affirmed at 'BBB+';
   -- Class B3 affirmed at 'BBB'.

Series 2006-WM1

   -- Class A affirmed at 'AAA';
   -- Class M-1 affirmed at 'AA';
   -- Class M-2 affirmed at 'A';
   -- Class M-3 affirmed at 'A';
   -- Class B-1 affirmed at 'BBB+';
   -- Class B-2 affirmed at 'BBB';
   -- Class B-3 affirmed at 'BBB-';
   -- Class B-4 rated 'BB+', is placed on Rating Watch Negative.

The collateral in the aforementioned transactions primarily
consists of closed-end, adjustable- and fixed-rate subprime loans
secured by first- and second-lien mortgages on residential real
properties.  The originators of the majority of the collateral
include Fremont Investment & Loan, New Century Capital Corp.,
Option One Mortgage Corp., and WMC Mortgage Corp.  The servicers
of the loans include Wells Fargo Bank, N.A., Litton Loan Servicing
LP, Option One Mortgage Corp., and HomeEq Servicing Corp., all
rated 'RPS1' by Fitch.

The affirmations reflect a satisfactory relationship between
credit enhancement and expected losses, and affect approximately
$3.28 billion in outstanding certificates.  The negative rating
actions reflect deterioration in the relationship between CE and
expected losses, and affect approximately $17.36 million in
outstanding certificates.

Series 2006-FR2, class B-5 (approximately $5.45 million in
aggregate) is placed on Rating Watch Negative due to trends in the
relationship between serious delinquency and CE.  After eight
months of seasoning, the 60+ delinquency (including loans in
bankruptcy, FC, and REO) is 18.58% of the collateral balance.  
10.7% of the collateral balance is in FC and REO.  The annualized
excess spread, including cash flow pledged to the trust from
interest rate derivatives, available to absorb losses is 1.95%.  
The CE for class B-5 is approximately 3.1%.

Series 2006-FR3, class B-5 (approximately $8.89 million in
aggregate) is placed on Rating Watch Negative due to trends in the
relationship between serious delinquency and CE.  After seven
months of seasoning, the 60+ delinquency (including loans in
bankruptcy, FC, and REO) is 17.31% of the collateral balance.  
10.2% of the collateral balance is in FC and REO.  The annualized
excess spread, including cash flow pledged to the trust from
interest rate derivatives, available to absorb losses is 2.27%.  
The CE for class B-5 is approximately 2.87%.

Series 2006-HE1, class B-5 (approximately $7.69 million in
aggregate) is placed on Rating Watch Negative due to trends in the
relationship between serious delinquency and CE.  After seven
months of seasoning, the 60+ delinquency (including loans in
bankruptcy, FC, and REO) is 15.1% of the collateral balance. 9% of
the collateral balance is in FC and REO.  The annualized excess
spread, including cash flow pledged to the trust from interest
rate derivatives, available to absorb losses is 2.53%.  The CE for
class B5 is approximately 2.12%.

Series 2006-WM1, class B-4 (approximately $7.22 million in
aggregate) is placed on Rating Watch Negative due to trends in the
relationship between serious delinquency and CE.  After 13 months
of seasoning, the 60+ delinquency (including loans in bankruptcy,
FC, and REO) is 15.35% of the collateral balance.  9.5% of the
collateral balance is in FC and REO.  The annualized excess
spread, including cash flow pledged to the trust from interest
rate derivatives, available to absorb losses is 1.5%.  The CE for
class B-4 is approximately 3.41%.


ASTRATA GROUP: Squar Milner Raises Going Concern Doubt
------------------------------------------------------
Squar, Milner, Peterson, Miranda & Williamson LLP, of Newport
Beach, Calif., expressed substantial doubt about Astrata Group,
Inc.'s ability to continue as a going concern after auditing the
company's financial statements for the year ended Feb. 28, 2007.  
The auditing firm noted that the company had negative working
capital at Feb. 28, 2007, and incurred net loss and negative
operating cash flow for the year ended Feb. 28, 2007.

Astrata Group, Inc., posted a $14,679,287 net loss on $3,472,020
revenue for the year ended Feb. 28, 2007, as compared with a
$14,948,163 net loss on $3,058,833 revenue in the prior year.

For the year ended Feb. 28, 2007, net cash used in operating
activities decreased to $2,002,754 from $3,597,222 in the prior
year, net cash used in investing activities decreased to $232,113
from $574,977 in the prior year, and net cash provided by
financing activities also decreased to $1,840,954 from $3,538,141
in the prior year.

At Feb. 28, 2007, the company's balance sheet showed $3,069,656
total assets, $11,624,157 total liabilities, and $40,114 minority
interest, resulting to $8,594,615 stockholders' deficit.  The
company also reported $2,045,283 total current assets and
$11,554,490 total current liabilities, resulting to $9,509,207.

A full-text copy of the company's fiscal 2006 annual report is
available for free at http://researcharchives.com/t/s?207a/

                       About Astrata Group

Headquartered in Costa Mesa, Calif., Astrata Group Inc. --
(OTC BB: ATTG.OB) -- http://www.astratagroup.com/-- is engaged in  
the telematics and  Global Positioning System industry, focused on
advanced location-based IT products and services that combine
positioning, wireless communications, and information
technologies.  The company provides advanced positioning products,
as well as monitoring and airtime services to industrial,
commercial, governmental entities, academic/research institutions,
and professional customers in a number of markets including
surveying, utility, construction, homeland security, military,
intelligence, mining, agriculture, marine, public safety, and
transportation.


ATLAS PIPELINE: To Buy Anadarko Petroleum's Chaney & Midkiff Stake
------------------------------------------------------------------
Atlas Pipeline Partners L.P. disclosed that the Partnership has
signed definitive agreements to acquire control of Anadarko
Petroleum Corporation's interests in the Chaney Dell and
Midkiff/Benedum natural gas gathering and processing systems for
$1.85 billion.

The transaction has been unanimously approved by the board of
directors of the Partnership and is expected to close on or about
July 11, 2007, subject to certain approvals.

The acquisition is immediately accretive.  Available distributable
cash flow to the Partnership is projected to be approximately
$2.14 to $2.22 per unit for the second half of 2007, representing
a 6-10% increase compared with prior guidance, and $4.56 to $4.80
per unit in 2008.  APL expects to distribute between $1.78 and
$1.85 per limited partner unit in the second half of 2007, and
expects to distribute between $3.80 to $4 per limited partner unit
in 2008, after an increase in its distribution coverage ratio to
1.2x.  At the mid-point of this range, this payout would represent
over a 13% increase over the Partnership's current distribution
rate of $0.86 per quarter, or $3.44 on an annualized basis.

"This purchase is transformative for APL," Edward E. Cohen,
chairman and chief executive officer of the Partnership, said.
"APL's aggregate processing capacity will more than double -- from
350 million cubic feet per day to over 750 Mmcf/d, and current
total cash flow should nearly triple following this transaction.
In addition, these new assets offer considerable opportunity for
further rapid and substantial organic growth."

The Chaney Dell natural gas gathering and processing system,
currently 100% owned by Anadarko, is located in northwest Oklahoma
and southern Kansas, near the center of the Anadarko Basin.
Throughput on the Chaney Dell system averaged 226 Mmcf/d in 2006,
and is centered within an active drilling area.  This system
consists of two active processing facilities:

   -- the Waynoka Plant, a 200 Mmcf/d cryogenic unit in Woods
      County, OK;

   -- the Chester Plant, a 30 Mmcf/d cryogenic expander unit in
      Woodward County, OK; and

   -- approximately 3,470 miles of gathering pipeline covering six
      counties in the Anadarko Basin across northwestern Oklahoma
      and southern Kansas.

The Midkiff/Benedum natural gas gathering and processing system,
which is approximately 73% owned by Anadarko, is located in the
Spraberry Trend of the Permian Basin, near Midland, Texas.  In
2006, the Midkiff/Benedum system had approximately 139 Mmcf/d of
average throughput.  This system consists of the following:

   -- the Midkiff Plant, a 130 Mmcf/d cryogenic facility in Reagan
      County, TX;

   -- the Benedum Plant, a 43 Mmcf/d cryogenic facility in Upton
      County, TX; and

   -- approximately 2,500 miles of gathering pipeline located
      across four counties in the Permian Basin of west Texas
    
The Midkiff/Benedum system is subject to a third-party's
preferential right, the exercise of which, if any, would occur
prior to the expected closing.  

In order to offer greater flexibility to its customers and expand
its operating footprint related to its Oklahoma assets, APL
expects to take advantage of the location of its existing Elk
City-Sweetwater gathering and processing system in southwest
Oklahoma by connecting these facilities to the Chaney Dell system.
Additionally, APL plans to construct a new processing facility
between the Elk City-Sweetwater system and the Chaney Dell system.
All of these planned strategies should materially benefit cash
flow past 2008.

"The company anticipates the opportunity to create operating
flexibility by assimilating these processing and gathering assets
into its existing systems," Robert R. Firth, President of Atlas
Pipeline Holdings, general partner of APL, added.  "Also, these
assets are strategically placed in the Anadarko and Permian Basins
which have seen significant drilling activity, and this will allow
the company to expand these systems to meet the growing production
demands in these areas.  Lastly, the company expects to benefit
from substantial capital improvements that the previous owner
invested in these assets in late 2006."

The highlights of this transaction include:

   -- $1.85 billion for control of Anadarko's interests in the
      Chaney Dell system, which is 100% owned by Anadarko and the        
      Midkiff/Benedum system, approximately 73% owned by Anadarko,
      subject to certain adjustments and subject to certain legal
      rights of the minority shareholder in the Midkiff/Benedum
      system;

   -- APL expects to receive the equivalent of a stepped up tax
      basis in the acquired assets;

   -- Acquisition financing fully committed through:
    
      * a private placement to institutional investors of $1.125
        billion, consisting of approximately 25.6 million limited
        partner units of APL at $44.00 per unit
      * up to a $900 million term loan, which matures in 2014
      * a $250 million revolving credit facility, from which it
        expects to draw approximately $60 million for the closing

   -- APL intends to hedge its commodity exposure to natural gas
      and natural gas liquid prices on incremental production
      volumes from this transaction.  The Partnership expects to
      hedge approximately 80% of its projected processing volumes
      from the date of the transaction through June 2010.

   -- Upon execution of this transaction, the company's general
      partner, Atlas Pipeline Holdings L.P., holder of all the
      incentive distribution rights in APL, will allocate a
      portion of its future incentive distribution rights to APL
      once specified distribution levels are met in the following
      manner:
       
      * 1 up to $5 million per quarter for the first 8 quarters
        immediately after the closing of the transaction; and
      * up to $3.75 million per quarter after the initial 8
        quarter period

The pro forma impact on Atlas Pipeline includes:

   -- APL anticipates that its cash distributions to common
      unitholders will be approximately $1.78 to $1.85 for the
      second half of 2007, and between $3.80 and $4 per common
      unit for full year 2008;

   -- Available distributable cash flow to the Partnership is
      expected to be approximately $2.14 to $2.22 per unit for the
      second half of 2007, and between $4.56 and $4.80 per unit in
      2008;
   -- Beginning in the third quarter of 2007, Atlas Pipeline
      intends to increase its targeted coverage ratio to
      approximately 1.2x; and
   -- Atlas Pipeline expects its total natural gas processing
      capacity to increase from approximately 350 Mmcf/d to
      approximately 750 Mmcf/d.
    
Affiliates of the Partnership and Anadarko will effect the
transaction through the creation of two separate joint ventures
which will own the respective systems.

Wachovia Securities acted as sole financial advisor and provided
commitments for the Partnership's new revolving credit facility
and term loan financing arrangements.  UBS Investment Bank acted
as sole private placement agent.

APL also disclosed that as of June 1, 2007, the Partnership
activated a newly acquired gathering and compression system that
will service the Sweetwater facility.  This new system will add
approximately 10-15 Mmcf/d of inlet gas to the Sweetwater plant,
taking the facility to near full processing capacity.

                  About Anadarko Petroleum Corp.

Headquartered in The Woodlands, Texas, Anadarko Petroleum
Corporation(NYSE: APC) - http://www.anadarko.com/-- an  
independent petroleum exploration and production company.

                   About Atlas Pipeline Partners

Atlas Pipeline Partners, L.P. (NYSE: APL) --
http://www.atlaspipelinepartners.com/-- is active in the  
transmission, gathering and processing segments of the midstream
natural gas industry.  In the Mid-Continent region of Oklahoma,
Arkansas, northern Texas and the Texas panhandle, the Partnership
owns and operates approximately 1,900 miles of active intrastate
gas gathering pipeline and a 565-mile interstate natural gas
pipeline.  The Partnership also operates three gas processing
plants and a treating facility in Velma, Elk City, Sweetwater and
Prentiss, Oklahoma where natural gas liquids and impurities are
removed.  In Appalachia, it owns and operates approximately 1,600
miles of natural gas gathering pipelines in western Pennsylvania,
western New York and eastern Ohio.

Atlas Pipeline Holdings, L.P. (NYSE: AHD) is the parent company of
Atlas Pipeline Partners, L.P.'s general partner and owner of
1,641,026 limited partner units of Atlas Pipeline Partners, L.P.

Atlas America, Inc. (NASDAQ: ATLS) owns an 80% common unit
interest and all of the Class A and management incentive interests
in Atlas Energy Resources, LLC. Atlas America also owns an 83%
interest in Atlas Pipeline Holdings L.P.

                           *     *     *
                        
As reported in the Troubled Company Reporter on May 23, 2007,
Standard & Poor's Ratings Services placed its 'BB-' corporate
credit rating on Atlas Pipeline Partners L.P. on CreditWatch with
negative implications.


BANC OF AMERICA: Fitch Puts Low B Ratings on 2007-D $1.3MM Certs.
----------------------------------------------------------------
Fitch rates Banc of America Funding Corp. mortgage pass-through
certificates, series 2007-D:

  -- $354,215,100 classes 2-A-1, 2-A-R, 3-A-1 through 3-A-5
     (Senior Certificates) 'AAA';

  -- $5,831,000 class X-B-1, 'AA';

  -- $1,458,000 class X-B-2, 'A';

  -- $1,093,000 class X-B-3, 'BBB';

  -- $729,000 class X-B-4, 'BB'; and

  -- $546,000 class X-B-5, 'B'.

This transaction contains certain classes designated as
Exchangeable REMIC certificates and Exchangeable Certificates.

Exchangeable REMIC Certificates: 3-A-2 and 3-A-3.

Exchangeable Certificates: 3-A-5.

All other classes are regular certificates.

In the event Exchangeable REMIC Certificates are exchanged for
Exchangeable Certificates, the principal balance of, amount of
interest and principal distributable on and amount of principal
and interest losses and interest shortfalls allocated to the
Exchangeable Certificates will equal the aggregate principal
balance of, and the aggregate amounts that would have been
distributed on or allocated to, such Exchangeable REMIC
Certificates if such exchange had not occurred.

The 'AAA' rating on the Senior Certificates reflects the 2.80%
subordination provided by the 1.60% class X-B-1, the 0.40% class
X-B-2, the 0.30% class X-B-3, the 0.20% class X-B-4, the 0.15%
privately offered class X-B-5, the 0.15% privately offered class
X-B-6.  Class X-B-6 is not rated by Fitch.

Fitch believes the amount of credit enhancement will be sufficient
to cover credit losses.  The ratings also reflect the quality of
the underlying collateral purchased by BAFC, the integrity of the
legal and financial structures, the servicing capabilities of
Wells Fargo Bank, N.A. (rated 'RPS1') and the Master Servicing
capabilities of Wells Fargo Bank, N.A. (rated 'RMS1' by Fitch).

The mortgage pool consists of 596 fully-amortizing, adjustable-
rate, one- to four-family, first lien mortgage loans,
substantially all of which have original terms to maturity of
approximately 30 years.  As of the cut-off date of May 1, 2007,
the aggregate unpaid principal balance is $364,419,135 and the
average principal balance is $611,442.  The weighted average
original loan-to-value ratio is approximately 68.61%. The weighted
average coupon of the mortgage loans is 6.021% and the weighted
average FICO score is 743.  Cash-out and rate/term refinance loans
represent 32.54% and 25.76% of the mortgage pool, respectively.
The states that represent the largest geographic concentration of
mortgaged properties are California (55.49%), New York (5.62%),
and New Jersey (5.05%).  All other states represent less than 5%
of the outstanding balance of the mortgage pool.

BAFC, a special purpose corporation, deposited the loans in the
trust, which issued the certificates, representing undivided
beneficial ownership in the trust.  Elections will be made to
treat the trust as multiple separate real estate mortgage
investment conduits for federal income tax purposes.  U.S. Bank
National Association will serve as trustee.


BANC OF AMERICA: Fitch Puts Low-B Ratings on 2 2007-2 Certificates
------------------------------------------------------------------
Banc of America Alternative Loan Trust 2007-2 mortgage pass-
through certificates are rated by Fitch Ratings as:

    -- $371,912,243 classes 1-A-1 through 1-A-3, 1-A-R, 1-PO,
       2-A-1 through 2-A-9, 3-A-1 through 3-A-3, and 3-IO
       'AAA' (senior certificates);

    -- $12,431,000 class B-1 'AA';

    -- $5,614,000 class B-2 'A';

    -- $4,010,000 class B-3 'BBB';

     -- $2,807,000 class B-4 'BB';

     -- $2,205,000 class B-5 'B'.

The 'AAA' ratings on the senior certificates reflect the 7.25%
subordination provided by the 3.10% class B-1, 1.40% class B-2,
1.00% class B-3, 0.70% privately offered class B-4, 0.55%
privately offered class B-5, and 0.50% privately offered class
B-6.  Classes B-1, B-2, B-3, and the privately offered classes B-4
and B-5 are rated 'AA', 'A', 'BBB', 'BB', and 'B', respectively,
based on their respective subordination.  Class B-6 is not rated
by Fitch.

The ratings also reflect the quality of the underlying collateral,
the primary servicing capabilities of Bank of America Mortgage,
National Association (rated 'RPS1' by Fitch), and Fitch's
confidence in the integrity of the legal and financial structure
of the transaction.

The transaction is secured by three pools of mortgage loans.  Loan
groups 1, 2, and 3 are cross-collateralized and supported by the
B-1 through B-6 subordinate certificates.

There are 612 mortgage loans in all three groups that were
underwritten using Bank of America's 'Alternative A' guidelines.  
These guidelines are less stringent than Bank of America's general
underwriting guidelines and could include limited documentation or
higher maximum loan-to-value ratios.  Mortgage loans underwritten
to 'Alternative A' guidelines could experience higher rates of
default and losses than loans underwritten using Bank of America's
general underwriting guidelines.

Loan groups 1, 2 and 3, in the aggregate consist of 1,773 recently
originated conventional, fixed-rate, fully amortizing, first lien,
one- to four-family residential mortgage loans with remaining
terms to stated maturity ranging from 240 months to 360 months.
The aggregate outstanding balance of the pool as of May 1, 2006
(the cut-off date) is $400,985,065 with an average balance of
$226,161 and a weighted average coupon of 6.718%.  The weighted
average original loan-to-value ratio for the mortgage loans in the
pool is approximately 75%.  The weighted average FICO credit score
is 703.  Second homes and investor-occupied properties comprise
5.34% and 43.06% of the loans in the group, respectively.  
Rate/Term and cash-out refinances account for 19.43% and 38.95% of
the loans in the group, respectively.  The states that represent
the largest geographic concentration of mortgaged properties are
California (23.69%), Florida (14.79%), New York (5.50%), Illinois
(5.38%), and Texas (5.18%).  All other states represent less than
5% of the aggregate pool balance as of the cut-off date.

Banc of America Mortgage Securities, Inc. deposited the loans in
the trust, which issued the certificates, representing undivided
beneficial ownership in the trust.  For federal income tax
purposes, elections will be made to treat the trust as multiple
real estate mortgage investment conduits with a tiered structure.
Wells Fargo Bank, National Association will act as trustee.


BCE INC: Billionaire Richard Li Joins Cerberus in Takeover Bid
--------------------------------------------------------------
Pacific Century Group, an investment group controlled by
billionaire Richard Li, is joining a consortium of bidders for
Canadian telecommunications company BCE Inc., according to various
reports.  Mr. Li has confirmed that his company is in discussions
with Cerberus Capital Management LP for a minority stake in BCE.

As reported in the Troubled Company Reporter on May 24, 2007,
the Strategic Oversight Committee of the Board of Directors of BCE
disclosed that another group is entering into discussions to
explore the possibility of taking the Company private and that
members of the group have signed non-disclosure and standstill
agreements with BCE on a non-exclusive basis.  The consortium
includes Cerberus Capital Management, L.P. and a group of Canadian
investors.  Canadian investors are needed to satisfy foreign
ownership restrictions in any privatization of BCE.

The London Free Press cites that any foreign bidder would need one
or more Canadian partners because of federal legislation that
places an effective 46.7% limit on foreign ownership of a domestic
telephone company.

As previously reported Hospitals of Ontario Pension Plan has been
recruited by Cerberus Capital in the equity firm's bid for BCE.

According to Bloomberg other parties who have expressed interest
is a group led by the Canada Pension Plan Investment Board and the
Ontario Teachers' Pension Plan.

Headquartered in Montreal, Canada, Bell Canada International Inc.
(TSX, NYSE: BCE) (NEX:BI.H) -- http://www.bci.ca/-- provides a   
suite of communication services to residential and business
customers in Canada.  Under the Bell brand, the company's services
include local, long distance and wireless phone services, high-
speed and wireless Internet access, IP-broadband services,
information and communications technology services and direct-to-
home satellite and VDSL television services.  Other BCE businesses
include Canada's premier media company, Bell Globemedia, and
Telesat Canada, a pioneer and world leader in satellite operations
and systems management.

The company is operating under a Plan of Arrangement approved by
the Ontario Superior Court of Justice, pursuant to which BCI
intends to monetize its assets in an orderly fashion and resolve
outstanding claims against it in an expeditious manner with the
ultimate objective of distributing the net proceeds to its
shareholders and dissolving the company.


BCE INC: CTRC Rejects Increase of Local Phone Service Rates
-----------------------------------------------------------
The Canadian Radio-television and Telecommunications Commission
denied the proposals of BCE Inc. and Telus Corp. to raise rates
for local phone service so they could waive connection fees for
new and returning customers, Alexandre Deslongchamps of Bloomberg
News writes.

According to Richard French, vice-chairman for CRTC, said 2,600
people wrote to oppose the plan of the two companies, instigating
the regulator's decree.

Under the proposals, Mr. Deslongchamps reports, BCE's Bell Canada
and Bell Aliant would have increased monthly rates by 80 Canadian
cents, and Vancouver-based Telus would have raised its charges by
between 58 Canadian cents and CDN$1.  BCE's connection fee in
Ontario and Quebec is CDN$55.

A poll commissioned by consumer group Union des consommateurs
showed most Canadians preferred one-time charges.

BCE and Telus are trying to reduce losses to competitors like
Rogers Communications Inc., offering cheaper Internet phone
service, Mr. Deslongchamps relates.

Headquartered in Montreal, Canada, Bell Canada International Inc.
(TSX, NYSE: BCE) (NEX:BI.H) -- http://www.bci.ca/-- provides a   
suite of communication services to residential and business
customers in Canada.  Under the Bell brand, the company's services
include local, long distance and wireless phone services, high-
speed and wireless Internet access, IP-broadband services,
information and communications technology services and direct-to-
home satellite and VDSL television services.  Other BCE businesses
include Canada's premier media company, Bell Globemedia, and
Telesat Canada, a pioneer and world leader in satellite operations
and systems management.

The company is operating under a Plan of Arrangement approved by
the Ontario Superior Court of Justice, pursuant to which BCI
intends to monetize its assets in an orderly fashion and resolve
outstanding claims against it in an expeditious manner with the
ultimate objective of distributing the net proceeds to its
shareholders and dissolving the company.


BEAR STEARNS: Fitch Puts Low-B Ratings on $2.9 Mil. Certificates
----------------------------------------------------------------
Bear Stearns ARM Trust, mortgage pass-through certificates, series
2007-4 are rated by Fitch Ratings as:

    -- $720,856,150 classes II-1A-1, II-1A-2, II-2A-1, II-2A-2,
       R-II through R-IV, II-1X-1, and II-2X-1 certificates
       ('senior certificates') 'AAA';

    -- $14,566,000 class II-B-1 certificates 'AA';

    -- $4,481,000 class II-B-2 certificates 'A';

    -- $2,616,000 class II-B-3 certificates 'BBB';

    -- $1,493,000 privately offered class II-B-4 certificates
       'BB'; and

    -- $1,494,000 privately offered class II-B-5 certificates 'B'.

The 'AAA' ratings on the senior certificates reflect the 3.50%
subordination provided by the 1.95% class II-B-1, the 0.60% class
II-B-2, the 0.35% class II-B-3, the 0.20% class II-B-4, the 0.20%
class II-B-5, and the 0.20% class II-B-6 (not rated by Fitch).  
Classes II-B-1, II-B-2, II-B-3, II-B-4, and II-B-5 are rated 'AA',
'A', 'BBB', 'BB', and 'B' based on their respective subordination
only.

Fitch believes the amount of credit enhancement available will be
sufficient to cover credit losses.  The ratings also reflect the
high quality of the underlying collateral, the integrity of the
legal and financial structures and the master servicing
capabilities of EMC Mortgage Corporation; rated 'RMS3+' by Fitch
Ratings).

The transaction is secured by conventional one- to four-family,
adjustable rate mortgage loans secured by first liens on
residential real estate properties.  All of the loans in this pool
are originated by Countrywide Home Loans, Inc.

The mortgage pool consists of two loan groups, which are cross-
collateralized.

The Group II-1 mortgage loans have an aggregate principal balance
of $199,265,165 as of the cut-off date (May 1, 2007), an average
balance of $668,675 a weighted average remaining term to maturity
of 360 months, a weighted average original loan-to-value ratio of
74.31% and a weighted average coupon of 6.073%.  Cash-out
refinances account for 17.62% of the loans.  The weighted average
FICO credit score of the loans is 749.  Owner occupied properties
comprise 94.39% of the loans. The states that represent the
largest geographic concentration are California (48.26%) and
Washington (8.98%).  All other states represent less than 5% of
the outstanding balance of the pool.

The Group II-2 mortgage loans have an aggregate principal balance
of $547,737,017 as of the cut-off date (May 1, 2007), an average
balance of $355,188 a weighted average remaining term to maturity
of 360 months, a weighted average original loan-to-value ratio of
72.99% and a weighted average coupon of 6.241%.  Cash-out
refinances account for 22.31% of the loans.  The weighted average
FICO credit score of the loans is 747.  Owner occupied properties
comprise 91.72% of the loans. The state that represents the
largest geographic concentration is California (57.73%).  All
other states represent less than 5% of the outstanding balance of
the pool.


BEDFORD THROOP: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Bedford Throop Housing Development Fund Company, Inc.
        1486 President Street
        Brooklyn, NY 11213

Bankruptcy Case No.: 07-11700

Type of Business: The Debtor is a charitable organization.

Chapter 11 Petition Date: June 1, 2007

Court: Southern District of New York (Manhattan)

Debtor's Counsel: Charles E. Simpson, Esq.
                  Windels, Marx, Lane & Mittendorf, L.L.P.
                  156 West 56th Street
                  New York, NY 10019
                  Tel: (212) 237-1000
                  Fax: (212) 237-1215

Estimated Assets: $1 Million to $100 Million

Estimated Debts:   $1 Million to $100 Million

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


BLANCA GOMEZ: Case Summary & Eight Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Blanca Gomez
        dba Independent Building Maintenance
        Pedro Salazar
        dba Brother & Brother Janitorial Services
        2653 Havenscourt Boulevard
        Oakland, CA 94605

Bankruptcy Case No.: 07-41603

Chapter 11 Petition Date: May 25, 2007

Court: Northern District of California (Oakland)

Judge: Randall J. Newsome

Debtor's Counsel: Mufthiha Sabaratnam, Esq.
                  1300 Clay Street, Suite 600
                  Oakland, CA 94612
                  Tel: (510) 464-8000

Total Assets: $3,173,760

Total Debts:  $2,526,393  

Debtor's Eight Largest Unsecured Creditors:

Entity                      Nature of Claim       Claim Amount
------                      ---------------       ------------
Internal Revenue Service    2003 taxes                 $26,030
Insolvency Group 2
1301 Clay Street,
Stop 1400S
Oakland, CA 94612-5210

                            2001 taxes                 $19,389

                            2004 taxes                  $2,307

Thomas Shaw                 judgment de4bt              $7,749
25 West Rose Street
Bay Point, CA 94565

Rhodes-Jacob Chiropractic   medical bills for           $4,835
Corp.                       Gloria Recarte
1034 El Camino Real
Redwood City, CA 94063

True M.R.I. Medical         medical bills for           $1,632
Center                      Gloria Recarte

Capital One Bank            credit card                   $525

Spanish Interpreters                                      $220
Corp.

City of Modesto             utilities                     $178

Western Dental Centers      medical bill                  $100


CEDAR LAKE: Case Summary & 11 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Cedar Lake Golf Club, Inc.
        5720 Sharon Church Roa
        Loganville, GA 30052

Bankruptcy Case No.: 07-30513

Type of Business: The Debtor offers affordable public golf on a
                  well maintained 18 hole golf course.
                  See http://www.cedarlakegolf.com/

                  The Debtor filed for Chapter 11 protection on
                  September 3, 2004 (Bankr. M.D. Ga. Case No.
                  04-31517).

Chapter 11 Petition Date: June 1, 2007

Court: Middle District of Georgia (Athens)

Debtor's Counsel: J. Robert Thompson, Esq.
                  P.O. Box 831912
                  Stone Mountain, GA 30083
                  Tel: (770) 925-7999
                  Fax: (770) 925-7943

Estimated Assets: $10,000 to $100,000

Estimated Debts:  $1 Million to $100 Million

Debtor's List of its 11 Largest Unsecured Creditors:

   Entity                       Nature Of Claim       Claim Amount
   ------                       ---------------       ------------
Georgia Department of Revenue   withholding, sales,       $450,000
P.O. Box 161108                 income taxes
Atlanta, GA 30321

Internal Revenue Service        withholding, FICA, FUTA   $315,000
401 West Peachtree Street       income taxes
Stop 334-D
Atlanta, GA 30308

Dr. Hugh Mazzawi                unpaid rent               $300,000
P.O. Box 365
Snellville, GA 30078

National Bank of Walton County  loan                      $163,000
P.O. Box 728                                              Secured:
Monroe, GA 30655                                           $40,000

Robert F. Johnson               unpaid salary              $71,000

Brand Bank                      loan                       $62,100

Jennings & Associates           accounting services         $9,000

Callaway Golf                   merchandise                 $7,500

Range Servant America, Inc.     merchandise                 $4,955

Card Services National          credit card charges         $4,400
Bank of Walton Co.

Bank One                        credit card charges         $4,300


CENTENE CORP: Appoints 5 Senior Staff to Vice-President Positions
-----------------------------------------------------------------
Centene Corporation appointed five senior staff to the office of
vice-president.

The company appointed Eric R. Slusser to the position of Executive
Vice President and Chief Financial Officer.  Mr. Slusser's
appointment is effective July 9, 2007 and will report directly to
Michael F. Neidorff, Centene's Chairman and Chief Executive
Officer.

In addition, these current staff members will form the core of
senior executives reporting to Mr. Neidorff:

   -- Carol E. Goldman, Executive Vice President and Chief    
      Administrative Officer;

   -- Jesse N. Hunter, Senior Vice President, Corporate
      Development;

   -- William N. Scheffel, Executive Vice President, Specialty
      Business Unit;

   -- Keith H. Williamson, Senior Vice President, Corporate
      Secretary and General Counsel;

Mr. Neidorff stated, "We remain focused on building our
organization to capture and prepare for growth opportunities.
Eric's appointment further strengthens our senior management team
as he is a seasoned executive with a high level of experience in
senior-level finance functions and accounting skills.  His
appointment demonstrates the premium Centene places on such a
critical area of financial responsibility, and he has the
background necessary to meet the demands of this position.  We
anticipate future steps to strengthen our already outstanding
management team as we continue to grow."

Mr. Slusser was formerly the Executive Vice President of Finance,
Chief Accounting Officer and Controller of Cardinal Health, Inc.,
the leading provider of products and services supporting the
healthcare industry.  Prior to that, he was the Senior Vice
President and Corporate Controller at MCI, Inc., where he was
responsible for managing all accounting and financial reporting
activities, including implementation of compliance programs
following MCI's Chapter 11 filing in July 2002.  Mr. Slusser has
earned a Master of Business Administration from the University of
Missouri, a Bachelor of Business Administration from Washburn
University.  He is also a Certified Public Accountant.

Mr. Slusser will count among his direct reports: J. Per Brodin,
Senior Vice President and Chief Accounting Officer, Marie J.
Glancy, Senior Vice President, Operational Services and Regulatory
Affairs, Edmund E. Kroll, Senior Vice President, Finance and
Investor Relations, and James E. Reh, Vice President, Facilities
Management.

                    About Centene Corporation

Centene Corporation (NYSE: CNC) -- http://www.centene.com/-- is a  
multi-line healthcare enterprise that provides programs and
related services to individuals receiving benefits under Medicaid,
including the State Children's Health Insurance Program (SCHIP)
and Supplemental Security Income (SSI).  The company operates
health plans in Arizona, Georgia, Indiana, New Jersey, Ohio, Texas
and Wisconsin.  In addition, the company contracts with other
healthcare and commercial organizations to provide specialty
services including behavioral health, health management, long-term
care, managed vision, nurse triage, pharmacy benefits management
and treatment compliance.

                         *     *     *

As reported in the Troubled Company Reporter on Mar. 13, 2007,
Standard & Poor's Ratings Services assigned its 'BB' counterparty
credit rating to Centene Corp.  Standard & Poor's also said that
the outlook on Centene is negative.

At the same time, Standard & Poor's assigned its 'BB' senior debt
rating to Centene's planned seven-year, $175 million senior notes
offering due 2014, which is to be issued via private placement.


CHASE MORTGAGE: Fitch Puts Low-B Ratings on Two Mortgage Classes
----------------------------------------------------------------
Chase Mortgage Finance Trust, series 2007-S4 is rated by Fitch as:

   -- $854.9 million classes A1 through A19, A-X, A-P, and A-R
      (senior certificates) 'AAA';

   -- $21.8 million class M 'AA';

   -- $5.3 million class B-1 'A';

   -- $3.6 million class B-2 'BBB';

   -- $1.8 million privately offered B-3 'BB';

   -- $0.9 million privately offered B-4 'B'.

The 'AAA' rating on the senior classes reflects the 3.95%
subordination provided by the 2.45% class M, the 0.60% class B-1,
the 0.40% class B-2, the 0.20% privately offered class B-3, the
0.10% privately offered class B-4, and the 0.20% privately offered
and not rated class B-5 certificates.

Fitch believes the above credit enhancement will be adequate to
support mortgagor defaults as well as bankruptcy, fraud and
special hazard losses in limited amounts.  In addition, the
ratings also reflect the quality of the underlying mortgage
collateral, strength of the legal and financial structures, and
the primary servicing capabilities of JPMorgan Chase Bank, N.A.
(rated 'RPS1' by Fitch).

This transaction contains certain classes designated as
exchangeable certificates and others as regular certificates.  
Class A-1, A-10, A-11, and A-13 through A-19 are exchangeable
certificates.  Classes A-2 through A-9, A-12, A-X, A-P, A-R, M,
and B-1 through B-5 are regular certificates.

The holder of the exchangeable initial certificates in any
exchangeable combination may exchange all or part of each class of
such exchangeable initial certificates for a proportionate
interest in the related exchangeable certificates.  The holder of
any class of exchangeable certificates may exchange all or
part of such class for a proportionate interest in each such class
of exchangeable initial certificates or for other exchangeable
certificates in the related exchangeable combination.

The classes of exchangeable initial certificates and exchangeable
certificates that are outstanding on any date and the outstanding
principal balances (or notional amounts, as applicable) of any
such classes will depend upon the aggregate distributions of
principal made to such classes, as well as any exchanges that may
have occurred on or prior to such date.  For the purposes of the
exchanges and the calculation of the principal balance of any
class of exchangeable initial certificates, to the extent that
exchanges of exchangeable initial certificates for exchangeable
certificates occur, the aggregate principal balance of the
exchangeable initial certificates will be deemed to include the
principal balance (or notional amount, as applicable) of such
exchangeable certificates issued in the exchange, and the
principal balance (or notional amount, as applicable) of such
exchangeable certificates will be deemed to be zero.  Exchangeable
initial certificates in any exchangeable combination and the
related exchangeable certificates may be exchanged only in the
specified proportion that the original principal balances (or
notional amounts, as applicable) of such certificates bear to one
another.

Any holders of exchangeable certificates will be the beneficial
owners of an interest in the exchangeable initial certificates in
the related exchangeable combination and will receive a
proportionate share, in the aggregate, of the aggregate
distributions on those certificates.  With respect to any
distribution date, the aggregate amount of principal and interest
distributable to any classes of exchangeable certificates and the
exchangeable initial certificates in the related exchangeable
combination then outstanding on such distribution date will be
equal to the aggregate amount of principal and interest otherwise
distributable to all of the exchangeable initial certificates in
the related exchangeable combination on such distribution date as
if no exchangeable certificates were then outstanding.

The trust consists of 1,354 first-lien residential mortgage loans
with stated maturity of not more than 30 years with an aggregate
principal balance of $890,016,924 as of the cut-off date (May 1,
2007).  The mortgage pool has a weighted average original loan-to-
value ratio of 72.82% with a weighted average mortgage rate of
6.425%.  The weighted-average FICO score of the loans is 742.  The
average loan balance is $657,324 and the loans are primarily
concentrated in California (27.7%), New York (19.5%) and Florida
(11.0%).

The Bank of New York Trust Company, N.A, will serve as trustee.  
Chase Mortgage Finance Corporation deposited the loans in the
trust which issued the certificates.  For federal income tax
purposes, an election will be made to treat the trust fund as one
or more real estate mortgage investment conduits.


CHL MORTGAGE: Fitch Puts Low-B Ratings on $1.95MM Certificates
--------------------------------------------------------------
Fitch rates CWMBS, Inc.'s CHL Mortgage Pass-Through Trust 2007-10
mortgage pass-through certificates as:

    -- $627,880,067 classes A-1 through A-23, X, PO, and A-R
       certificates (senior certificates) 'AAA';

    -- $12,675,000 classes M certificates 'AA';

    -- $3,900,000 class B-1 certificates 'A';

    -- $2,275,000 class B-2 certificates 'BBB';

    -- $1,300,000 privately offered class B-3 certificates 'BB';

    -- $650,000 privately offered class B-4 certificates 'B';

The 'AAA' rating on the senior certificates reflects the 3.40%
subordination provided by the 1.95% class M, the 0.60% class B-1,
the 0.35% class B-2, the 0.20% privately offered class B-3, the
0.10% privately offered class B-4 and the 0.20% privately offered
class B-5 (not rated by Fitch).  Classes M, B-1, B-2, B-3, and B-4
are rated 'AA', 'A', 'BBB', 'BB', and 'B' based on their
respective subordination only.

Fitch believes the above credit enhancement will be adequate to
support mortgagor defaults.  In addition, the rating also reflects
the quality of the underlying mortgage collateral, strength of the
legal and financial structures and the master servicing
capabilities of Countrywide Home Loans Servicing LP (Countrywide
Servicing; rated 'RMS1-' by Fitch), a direct wholly owned
subsidiary of Countrywide Home Loans, Inc.

As of the cut-off date (May 1, 2007), the mortgage pool consists
primarily of 30-year conventional, fully amortizing mortgage
loans, secured by first liens on one- to four- family residential
properties totaling $649,979,588.  The average mortgage pool
balance is $620,802, with an approximate weighted-average original
loan-to-value ratio of 73.35%.  The weighted average FICO credit
score is approximately 744.  Cash-out refinance loans represent
23.5% of the mortgage pool and second homes 6.2%.  The states that
represent the largest portion of mortgage loans are California
(40.5%) and Florida (5.6%).  All other states represent less than
5% of the pool as of the cut-off date.

CWMBS purchased the mortgage loans from CHL and deposited the
loans in the trust, which issued the certificates, representing
undivided beneficial ownership in the trust.  The Bank of New York
will serve as trustee.  For federal income tax purposes, an
election will be made to treat the trust fund as one or more real
estate mortgage investment conduits.


CINCINNATI BELL: Enters Second Amendment to Credit Agreement
------------------------------------------------------------
Cincinnati Bell Inc. , on May 25, 2007, amended its Credit
Agreement originally dated as of February 16th, 2005 among the
company, as Borrower, certain of its subsidiaries as as
Guarantors, the Lenders party, Bank of America, N.A., as
Administrative Agent and L/C Issuer, PNC Bank, National
Association, as Swingline Lender and L/C Issuer, as previously
amended, pursuant to a Second Amendment to Credit Agreement dated
as of May 25th, 2007 among the Company, the Guarantors signatories
thereto, the Lenders party thereto, the Bank of America, N.A.,
Administrative Agent and L/C Issuer, and PNC Bank, National
Association, as Swingline Lender and L/C Issuer.

The Second Amendment increases the size of the basket for
permitted indebtedness attributable to capital leases and
synthetic leases, at any one time outstanding, from $25 million to
$75 million.

                     About Cincinnati Bell

Headquartered in Cincinnati, Ohio, Cincinnati Bell Inc. (NYSE:
CBB) -- http://www.cincinnatibell.com/ provides a wide range of  
telecommunications products and services to residential and
business customers in Ohio, Kentucky and Indiana.

The company's balance sheet at March 31, 2007, showed
$1.95 billion in total assets and $2.72 billion in total
liabilities, resulting in a $773.1 million total stockholders'
deficit.


CITIGROUP MORTGAGE: Fitch Puts Low B Ratings on Two Cert. Classes
-----------------------------------------------------------------
Fitch Ratings has assigned these ratings to Citigroup Mortgage
Loan Trust Inc.'s mortgage pass-through certificates, series 2007-
AR7:

    -- $782.5 million classes A1A, A2A, A2B, A3A, 3IO, A4A, 4IO,
       A134B, A5A, A5B and R senior notes 'AAA';

    -- $21.2 million class B1 'AA';

    -- $15.7 million class B2 'A';

    -- $12.3 million class B3 'BBB';

    -- $9.3 million non-offered class B4 'BB';

    -- $5.1 million non-offered class B5 'B';

    -- $4.2 million non-offered class B6 'NR'.

The 'AAA' ratings on the senior notes reflect the 8% subordination
provided by the 2.50% class B1, 1.85% class B2, 1.45% class B3,
1.10% non-offered class B4, 0.60% non-offered class B5 and 0.50%
non-offered class B6 (not rated by Fitch).

Fitch believes the amount of credit enhancement available will be
sufficient to cover credit losses.  The ratings also reflect the
high quality of the underlying collateral, the integrity of the
legal and financial structures, and the master servicing
capabilities of CitiMortgage, Inc. (rated 'RMS1' by Fitch).

The certificates represent ownership interests in a trust fund
that consists of five pools of mortgage loans.  The senior
certificates whose class designation contains 1, 2, 3, 4 and 5
correspond to pools 1, 2, 3, 4 and 5, respectively.  In certain
limited circumstances, principal and interest collected from loan
group 1, 2, 3, 4, or 5 may be used to pay principal or interest,
or both, to the senior certificates related to the other of those
five loan groups.

The transaction consists of approximately 2,016 conventional, one-
to four-family adjustable-rate mortgage loans secured by first
liens on residential real properties.  The mortgage loans have a
final aggregate principal balance of approximately $850,598,682 as
of the cut-off date (May 1, 2007), an average balance of $422,127
a weighted average remaining term to maturity of 358 months, a
weighted average original loan-to-value ratio of 75.29% and a
weighted average coupon of 6.835%.  The weighted average FICO
credit score of the loans is 710.  Owner occupied properties and
second homes comprise 79.86% and 5.92% of the loans, respectively.  
The states that represent the largest geographic concentration are
California (36.75%) and Florida (17.77%).  All other states
represent less than 5% of the outstanding balance of the pool.

U.S. Bank National Association will serve as trustee.


CITIMORTGAGE ALTERNATIVE: Fitch Puts Low-B Ratings on Two Certs.
---------------------------------------------------------------
Fitch rates CMALT (CitiMortgage Alternative Loan Trust), REMIC
pass-through certificates series 2007-A5 as:

     -- $903,141,842 classes IA-1 through IA-16, IA-IO, IIA-1,
        IIA-IO and A-PO certificates (senior certificates) 'AAA';

     -- $23,791,000 class B-1 'AA';

     -- $8,090,000 class B-2 'A';

     -- $6,186,000 class B-3 'BBB';

     -- $4,282,000 class B-4 'BB';

     -- $3,331,000 class B-5 'B'.

The $2,855,548 class B-6 is not rated by Fitch.

The 'AAA' rating on the senior certificates reflects the 5.10%
subordination provided by the 2.50% class B-1, the 0.85% class B-
2, the 0.65% class B-3, the 0.45% privately offered class B-4, the
0.35% privately offered class B-5, and the 0.30% privately offered
class B-6.  In addition, the ratings reflect the quality of the
mortgage collateral, strength of the legal and financial
structures, and CitiMortgage, Inc.'s servicing capabilities (rated
'RPS1' by Fitch) as primary servicer.

As of the cut-off date, May 1, 2007, the mortgage pool consists of
3,060 conventional, fully amortizing, 10-30 year fixed-rate
mortgage loans secured by first liens on one- to four-family
residential properties with an aggregate principal balance of
approximately $951,677,391, located primarily in California
(23.65%), New York (9.34%) and Florida (6.82%).  The weighted
average current loan to value ratio of the mortgage loans is
72.23%.  Approximately 62.37% of the loans were originated under a
reduced documentation program. Condo and co-op properties account
for 10.80% of the total pool.  Cash-out refinance loans and
investor properties represent 42.58% and 9.14% of the pool,
respectively.  The average balance of the mortgage loans in the
pool is approximately $281,640.  The weighted average coupon of
the loans is 6.552% and the weighted average remaining term is 351
months.

The mortgage loans were originated or acquired by CMI and in turn
sold to CMSI.  A special purpose corporation, CMSI, deposited the
loans into the trust, which then issued the certificates.  U.S.
Bank National Association will serve as trustee.  For federal
income tax purposes, an election will be made to treat the trust
fund as multiple real estate mortgage investment conduits.


CKE RESTAURANTS: Reports Same-Store Sales for Carl's & Hardee's
---------------------------------------------------------------
CKE Restaurants, Inc. reported same-store sales for the four weeks
and quarter ended May 21, 2007, for Carl's Jr.(R) and Hardee's
(R).

                      
                 Period 4     First Quarter
                 --------           -------------
Brand        FY 2008   FY 2007    FY 2008    FY 2007
-----        -------   -------    -------    --------        
Carl's Jr.    -0.9%    +6.8%      0.0 %      +5.6%
                      
Hardee's      +0.6%    +7.9%      +1.8 %     +5.6%
                      
Blended       -0.1%    +7.3%      +0.9 %     +5.6%

Commenting on the company's performance, Andrew F. Puzder,
president and chief executive officer, said, "Period four blended
same-store sales declined 0.1 percent.  However, we are very
encouraged by Hardee's performance, which posted increased same-
store sales for the 19th consecutive period despite very good
results in the prior year.  We remain convinced that our
innovative, premium products and ongoing remodel and dual-branding
programs can deliver positive sales results in the near and long-
term."

"During period four, Carl's Jr. promoted the Buffalo Chicken
SandwichO and Boneless Buffalo Wings.  Both products are dipped in
Frank's(R) RedHot(R) buffalo wing sauce and received media support
during the period.  The brand also recently announced the
introductions of the distinctive Hawaiian Teriyaki Burger (TM) and
Orangesicle Hand-Scooped Ice Cream Shakes & Malts (TM) but the new
menu items were not available in restaurants until after the close
of period four," said Mr. Puzder.  "On a two-year cumulative
basis, same-store sales at Carl's Jr. have increased almost six
percent.  Average unit volumes for period four were higher than
any comparable period four ever."

Carl's Jr. same-store sales were flat in the first quarter,
compared to a 5.6% increase in the prior-year's quarter.  Revenue
for the first quarter from company-operated Carl's Jr.
restaurants, exclusive of franchise-related revenue and royalties,
was approximately $181.2 million.

"Hardee's introduced the distinctive Breakfast Club Sandwich (TM)
at the start of period four, made with ham, bacon, turkey, cheese
and eggs on grilled sourdough bread.  The brand also introduced
the Patty Melt Thickburger (TM) during the last week of period
four although media support did not begin until period five.
Featuring a 1/3-pound Angus beef patty topped with grilled onions
and melted American cheese between two slices of grilled rye
bread, the Patty Melt Thickburger offers guests an authentic
version of a classic American burger.  In addition, the brand
continued to feature the Big Twin (R) and Southwest Chicken
Salad(TM)" Puzder continued. "On a two-year cumulative basis,
same-store sales at Hardee's have increased approximately eight
and a half percent.  In addition, Hardee's period four average
unit volume was higher than any comparable period four since 1994,
which is as far back as we can check."

"Hardee's same-store sales for the first quarter increased 1.8
percent on top of a 5.6 percent increase in the prior-year's
quarter. We believe these gains reflect our continued efforts to
broaden the appeal of the brand through the selective expansion of
our menu as well as our ongoing customer service initiatives."
Revenue for the first quarter from company-operated Hardee's
restaurants, exclusive of franchise-related revenue and royalties,
was approximately $199.2 million.

For the first quarter, consolidated revenue from company-operated
restaurants, exclusive of all franchise-related revenue and
royalties, was approximately:

      
Carl's Jr.         $181.2 million
Hardee's         $199.2 million
La Salsa Fresh Mexican Grill (R)    $13.4 million
                                   --------------      
Total             $393.8 million
      

Same-store sales results for period five of fiscal year 2007,
ending June 18, 2007, will be reported on or about June 27, 2007.

As of the end of its fiscal fourth quarter on Jan. 29, 2007, CKE
Restaurants, Inc., through its subsidiaries, had a total of 3,105
franchised or company-owned restaurants in 43 states and in 13
countries, including 1,087 Carl's Jr. restaurants, 1,906 Hardee's
restaurants and 96 La Salsa Fresh Mexican Grill restaurants.

                        About CKE Restaurants

Headquartered in Carpinteria, California, CKE Restaurants Inc.
(NYSE: CKR) -- http://www.ckr.com/-- operates some of the most     
popular U.S. regional brands in quick-service and fast-casual
dining, including the Carl's Jr.(R), Hardee's(R), La Salsa Fresh
Mexican Grill(R) and Green Burrito(R) restaurant brands.  As of
the end of its fiscal fourth quarter on Jan. 29, 2007, the
company, through its subsidiaries, had a total of 3,105 franchised
or company-operated restaurants in 43 states and in 13 countries,
including 1,087 Carl's Jr. restaurants, 1,906 Hardee's restaurants
and 96 La Salsa Fresh Mexican Grill restaurants.

                          *     *     *

As reported in the Troubled Company Reporter on March 29, 2007,
Standard & Poor's Ratings Services affirmed its 'BB-' corporate
credit rating on CKE Restaurants.  The outlook is stable.


CLEVELAND-CLIFFS: Names William Boor as Business Development SVP
----------------------------------------------------------------
Cleveland-Cliffs Inc. has appointed William C. Boor as senior vice
president, business development, effective May 21, 2007, with
responsibilities for identifying and leading initiatives to
support the growth of the Company.
    
Boor, 41, joins Cliffs having served as executive vice president,
strategy and development, at American Gypsum Company, a subsidiary
of Eagle Materials Inc.  Previously, he was responsible for
strategy and investor relations as part of the senior management
team that led the spin-off of Eagle Materials from Centex Corp.
Boor also has held key leadership roles at Weyerhaeuser Co. and
Procter & Gamble Co. and brings diverse experience in
manufacturing management, process engineering, financial
management, investor relations and marketing to his new role.
    
"Bill's broadbased technical and management expertise will serve
the company, well as accelerate its growth initiatives," Joseph A.
Carrabba, Cleveland-Cliffs president and chief executive officer,
commented.  "The company feels he is an excellent addition to the
company's management team and welcome him to the Cliffs family."
    
Boor is a chartered financial analyst and holds a B.S. in Chemical
Engineering from Pennsylvania State University and an MBA from
Harvard Business School.

                     About Cleveland-Cliffs Inc.
    
Headquartered in Cleveland, Ohio, Cleveland-Cliffs Inc. (NYSE:
CLF) -- http://www.cleveland-cliffs.com/-- produces iron ore  
pellets in North America, and sells the majority of its pellets to
integrated steel companies in North America and Canada. The
company operates six iron ore mines located in Michigan, Minnesota
and Eastern Canada.  The company is a majority owner of Portman
Limited, an iron ore mining company in Australia, serving the
Asian iron ore markets with direct-shipping fines and lump ore.

                          *     *     *

Cleveland-Cliffs, Inc.'s preferred stocks carry Moody's Investor
Service's 'B3' rating.


COASTAL EXPRESS: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Coastal Express, Inc.
        71 School House Road
        Mills River, NC 28759

Bankruptcy Case No.: 07-10358

Chapter 11 Petition Date: June 1, 2007

Court: Western District of North Carolina (Asheville)

Judge: George R. Hodges

Debtor's Counsel: David G. Gray, Esq.
                  Westall, Gray, Connolly & Davis, P.A.
                  81 Central Avenue
                  Asheville, NC 28801
                  Tel: (828) 254-6315

Total Assets: $1,059,700

Total Debts:  $809,895

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


COLE BROTHERS: Case Summary & 16 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Cole Brothers, Inc.
        aka Winlen Oaks Living Center
        P.O. Box 698
        Frederick, OK 73542

Bankruptcy Case No.: 07-11827

Type of Business: The Debtor owns and operates a nursing home.

Chapter 11 Petition Date: May 31, 2007

Court: Western District of Oklahoma (Oklahoma City)

Judge: Richard L. Bohanon

Debtor's Counsel: Gary L. Morrissey, Esq.
                  Consumer Legal Counselling Center, P.C.
                  1725 Linwood Boulevard
                  Oklahoma City, OK 73106
                  Tel: (405) 272-1500
                  Fax: (405) 272-3090

Total Assets: $2,219,881

Total Debts:  $2,794,353

Debtor's 16 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
P.A.M.I. Healthcare         110 bed                 $2,038,000
2005, L.L.C.                nursing home,
%David Pomeroy, Esq.        313 East
100 North Broadway          Lucille,
Oklahoma City, OK 73102     Frederick,
                            Oklahoma;
                            value of
                            security:
                            $1,600,000

City of Frederick           loan                      $120,000
P.O. Box 399
Frederick, OK 73542-0399

Internal Revenue Service    income taxes              $118,524
P.O. Box 21126
Philadelphia, PA 19114

Department of Health &      civil penalty              $68,850
Human Services

Total Medical Personnel     open account               $45,744
Service

Robinson Medical Resource   open account               $41,170

Oklahoma Dept. of Labor                                $40,000

                            wage claims                $29,888

                            civil penalty              $10,000

Compsource Oklahoma         judgment                   $20,807

Nita R. Giles, Inc.         open account               $16,937

Cash Recovery, L.L.C.       open account               $11,778

C.M.S.                      open account               $11,946

Gulf South Medical Supply   open account               $10,205

P.R.N. Funding              open account                $8,913

Direct Personnell, L.L.C.   open account                $8,578

Tillman County Treasurer    personal                    $7,812
                            property tax

Frederick Medical Clinic    open account                $7,300


CREDIT SUISSE: Fitch Affirms BB+ Rating on 2006-4 Class B-3 Certs.
------------------------------------------------------------------
Fitch Ratings has affirmed 22, upgraded 1 and placed 1 class of
residential mortgage-backed certificates on Rating Watch Negative
from the four Credit Suisse First Boston securitizations:

CSFB series 2001-HE8

    -- Class A affirmed at 'AAA';
    -- Class M-1 affirmed at 'AAA';
    -- Class M-2 affirmed at 'AA';
    -- Class B affirmed at 'BBB-'.

CSFB series 2001-HS27

   -- Class B upgraded to 'AAA' from 'A'.

CSFB Home Equity Asset Trust, series 2006-4

    -- Class A affirmed at 'AAA';
    -- Class M-1 affirmed at 'AA+';
    -- Class M-2 affirmed at 'AA+';
    -- Class M-3 affirmed at 'AA';
    -- Class M-4 affirmed at 'AA-';
    -- Class M-5 affirmed at 'A+';
    -- Class M-6 affirmed at 'A';
    -- Class M-7 affirmed at 'A-';
    -- Class M-8 affirmed at 'BBB+';
    -- Class B-1 affirmed at 'BBB';
    -- Class B-2 affirmed at 'BBB-';
    -- Class B-3 affirmed at 'BB+';
    -- Class B-4, rated 'BB', placed on Rating Watch Negative.

CSMC series 2006-CF1

    -- Class A affirmed at 'AAA';
    -- Class M-1 affirmed at 'AA';
    -- Class M-2 affirmed at 'A';
    -- Class B-1 affirmed at 'BBB+';
    -- Class B-2 affirmed at 'BBB';
    -- Class B-3 affirmed at 'BBB-'.

The collateral of the above transactions consists of first and
second lien fixed- and adjustable-rate subprime mortgage loans.  
As of the April 2007 distribution date, the transactions are
seasoned from a range of 11 months (series 06-4) to 73 months
(series 2001-HE8), and the pool factors (current collateral
balance as a percentage of original collateral balance) range from
approximately 7% (series 2001-HE  to 73% (series 06-4).  All of
the mortgage loans were purchased by an affiliate of the depositor
from various sellers in secondary market transactions.

The upgrades reflect an improved relationship between credit
enhancement and expected future loses and affect approximately
$4 million in outstanding certificates, as of the April 2007
distribution date.  The affirmations reflect adequate
relationships of credit enhancement to future loss expectations
and affect approximately $1.3 billion of outstanding certificates.

The class B-4 bond from the HEAT 2006-4 transaction was placed on
Rating Watch Negative due to early negative trends in the
relationship between serious delinquency and credit enhancement.
The transaction has delinquency figures above the industry
average.  The high delinquency appears to be partially driven by
high concentrations of loans with reported piggyback second liens.  
Approximately 40% of the pools consist of loans with piggyback
second liens.  Loans with piggyback second liens have performed
particularly poorly as the housing market has cooled.

For HEAT 2006-4, the amount of loans in Foreclosure and REO at
eleven months seasoning as a percentage of the current pool
balance is 6.4%.  The subordination of the B-4 class is 1.3%.  The
excess spread available to cover losses as an annualized
percentage of the current pool balance is approximately 1.77%.

The mortgage loans are being serviced by Wells Fargo Home
Mortgage, Inc. (rated 'RPS1' by Fitch), and Select Portfolio
Servicing, Inc. (rated 'RPS2').  The depositor is Credit Suisse
First Boston Mortgage Securities Corp.


CREST CLARENDON: Fitch Affirms BB Rating on $10 Million Notes
-------------------------------------------------------------
Fitch has upgraded three and affirmed two classes of
notes issued by Crest Clarendon Street 2002-1:

    -- $189.2 million class A affirmed at 'AAA';
    -- $29 million class B-1 upgraded to 'AA' from 'A+';
    -- $10 million class B-2 upgraded to 'AA' from 'A+';
    -- $15 million class C upgraded to 'A-' from 'BBB+';
    -- $10 mi1llion class D affirmed at 'BB'.

Fitch does not rate the $8 million Preferred Shares.

Crest Clarendon is a collateralized debt obligation, which closed
Sept. 19, 2002, supported by a static pool of commercial mortgage-
backed securities (CMBS: 53.15%) and real estate investment trust
(REIT: 46.85%) debt.  Massachusetts Financial Services Company  
Investment Management selected the initial collateral and serves
as the collateral administrator.

The upgrades are driven primarily by the improved credit quality
of the portfolio, seasoning of the collateral, and delevering of
the capital structure.  The CDO has paid down $38.8 million since
issuance, representing 12.95% of the collateral.  Since Fitch's
last review, 44.23% of the portfolio has been upgraded an average
of 2.2 notches and 3.54% has been downgraded an average of one
notch.  The weighted average rating factor has improved to the
'BBB+/BBB' category from the 'BBB/BBB-' at last review and 'BBB-
/BB+' at issuance.  No asset has a rating less than 'BB+'.  The
weighted average life has decreased to 3.78 from 4.72 at last
review.  Interest collateralization tests have remained stable and
overcollateralization tests have continued to improve due to
delevering of the CDO liabilities.  There are no defaulted or
distressed assets in the portfolio.  The CMBS assets in the
collateral pool range from the 1997 vintage to the 2002 vintage
with none being first loss classes.  Due to defeasance and
amortization, Fitch believes these CMBS vintages are a positive
factor in this transaction.

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

Fitch conducted cash flow modeling utilizing various default
timing and interest rate scenarios to measure the breakeven
default rates going forward relative to the minimum cumulative
default rates required for the rated liabilities.


CWALT INC: Fitch Puts Low-B Ratings on $4.9 Million Certificates
----------------------------------------------------------------
Fitch Ratings has assigned CWALT, Inc.'s mortgage pass-through
certificates, Alternative Loan Trust 2007-14T2 these ratings as:

     -- $387,396,661 classes A-1 through A-12, X, PO, and A-R
        senior certificates 'AAA';

     -- $12,076,400 class M 'AA';

     -- $5,621,400 class B-1 'A';

     -- $4,163,900 class B-2 'BBB';

     -- $2,914,800 class B-3 'BB';

     -- $2,082,000 class B-4 'B'.

The 'AAA' rating on the senior certificates reflects the 6.95%
subordination provided by the 2.9% class M, the 1.35% class B-1,
the 1% class B-2, the 0.7% privately offered class B-3, the 0.5%
privately offered class B-4 and the 0.5% privately offered class
B-5 (not rated by Fitch). Classes M, B-1, B-2, B-3, and B-4 are
rated 'AA', 'A', 'BBB', 'BB', and 'B' based on their respective
subordination only.

Fitch believes the above credit enhancement will be adequate to
support mortgagor defaults.  In addition, the rating also reflects
the quality of the underlying mortgage collateral, strength of the
legal and financial structures and the master servicing
capabilities of Countrywide Home Loans Servicing LP (Countrywide
Servicing; rated 'RMS1' by Fitch) a direct wholly owned subsidiary
of Countrywide Home Loans, Inc.

As of the cut-off date (May 1, 2007) the mortgage pool consists
primarily of 30-year conventional, fully amortizing mortgage
loans, secured by first liens on one- to four-family residential
properties totaling $416,396,662.  The average loan balance is
$632,822, with an approximate weighted-average original-loan-to-
value of 69.05.  The weighted average FICO credit score is
approximately 687.  Cash-out refinance loans represent 51.7% of
the mortgage pool and second homes 4.9%.  The states that
represent the largest portion of mortgage loans are California
(29.4%), New York (11.4%), Florida (8.2%), and New Jersey (6.1%).
All other states represent less than 5% of the May 1, 2007 pool
balance.

CWALT purchased the mortgage loans from CHL and deposited the
loans in the trust, which issued the certificates, representing
undivided beneficial ownership in the trust.  The Bank of New York
will serve as trustee.  For federal income tax purposes, an
election will be made to treat the trust fund as one or more real
estate mortgage investment conduits.


CWALT INC: Fitch Puts Low-B Ratings on $4.24 Million Certificates
-----------------------------------------------------------------
Fitch rates CWALT, Inc.'s Mortgage pass-through certificates,
Alternative Loan Trust 2007-J2 as:

     -- $253.03 million classes 1-A-1, 1-A-2, 2-A-1 through
        2-A-11, 1-X, 2-X, PO-1, PO-2, and A-R certificates
       (senior certificates) 'AAA';

     -- $8.09 million class M certificates 'AA';

     -- $4.25 million class B-1 certificates 'A'

     -- $2.47 million class B-2 certificates 'BBB';

     -- $2.74 million privately offered class B-3 certificates
        'BB';

     -- $1.50 million privately offered class B-4 certificates
        'B'.

The 'AAA' rating on the senior certificates reflects the 7.80%
subordination provided by the 2.95% class M, the 1.55% class B-1,
the 0.90% class B-2, the 1% privately offered class B-3, 0.55%
privately offered class B-4 and the 0.85% privately offered class
B-5 (not rated by Fitch). Classes M, B-1, B-2, B-3, and B-4 are
rated 'AA', 'A', 'BBB', 'BB' and 'B' based on their respective
subordination only.

Fitch believes the above credit enhancement will be adequate to
support mortgagor defaults.  In addition, the rating also reflects
the quality of the underlying mortgage collateral, strength of the
legal and financial structures and the master servicing
capabilities of Countrywide Home Loans Servicing LP, rated RMS1-
by Fitch, a direct wholly owned subsidiary of Countrywide Home
Loans, Inc.

The mortgage pool consists of two loan groups, which are cross-
collateralized.

Loan Group 1 consists primarily of 30-year conventional, fully
amortizing mortgage loans totaling $100,029,745 as of the cut-off
date, May 1, 2007, secured by first liens on one-to four- family
residential properties.  The mortgage pool, as of the cut-off
date, demonstrates an approximate weighted-average original-loan-
to-valueof 78.59%.  The weighted average FICO credit score is
approximately 675.  Cash-out refinance loans represent 44.2% of
the mortgage pool and second homes 6.2%.  The average loan balance
is $465,255.  The three states that represent the largest portion
of mortgage loans are California (28%), New York (8.2%), Maryland
(6.3%), New Jersey (5.5%), and Arizona (5.2%).  All other states
represent less than 5% of the cut-off date pool balance.

Loan Group 2 consists primarily of 30-year conventional, fully
amortizing mortgage loans totaling $174,415,220 as of the cut-off
date, May 1, 2007, secured by first liens on one-to four- family
residential properties.  The mortgage pool, as of the cut-off
date, demonstrates an approximate weighted-average OLTV of 74.43%.  
The weighted average FICO credit score is approximately 701. Cash-
out refinance loans represent 40.1% of the mortgage pool and
second homes 5.8%.  The average loan balance is $660,664. The
states that represent the largest portion of mortgage loans are
California (42.8%), Florida (9.9%), and New York (6.7%).  All
other states represent less than 5% of the cut-off date pool
balance.

CWALT purchased the mortgage loans from CHL and deposited the
loans in the trust, which issued the certificates, representing
undivided beneficial ownership in the trust.  The Bank of New York
will serve as trustee.  For federal income tax purposes, an
election will be made to treat the trust fund as one or more real
estate mortgage investment conduits.


CWMBS INC: Fitch Assigns Low-B Ratings on $2.45 Mil. Certificates
-----------------------------------------------------------------
Fitch Ratings has assigned CWMBS, Inc.'s mortgage pass-through
certificates, CHL Mortgage Pass-Through Trust 2007-9 these
ratings:

    -- $679,699,987 classes A-1 through A-15, X, PO, and A-R
       senior certificates 'AAA';

    -- $10,850,000 class M 'AA';

    -- $3,850,000 class B-1 'A';

    -- $2,100,000 class B-2 'BBB';

    -- $1,400,000 privately offered class B-3 'BB';

    -- $1,050,000 privately offered class B-4 'B'.

The 'AAA' rating on the senior certificates reflects the 2.9%
subordination provided by the 1.55% class M, the 0.55% class B-1,
the 0.3% class B-2, the 0.2% privately offered class B-3, the
0.15% privately offered class B-4 and the 0.15% privately offered
class B-5 (not rated by Fitch).  Classes M, B-1, B-2, B-3, and B-4
are rated 'AA', 'A', 'BBB', 'BB', and 'B' based on their
respective subordination only.

Fitch believes the above credit enhancement will be adequate to
support mortgagor defaults.  In addition, the rating also reflects
the quality of the underlying mortgage collateral, strength of the
legal and financial structures and the master servicing
capabilities of Countrywide Home Loans Servicing LP (Countrywide
Servicing; rated 'RMS1' by Fitch) a direct wholly owned subsidiary
of Countrywide Home Loans, Inc.

As of the initial cut-off date (May 1, 2007) the aggregate stated
principal balance of the mortgage loans conveyed to the issuing
entity on the closing date, April 27, 2007, was less than
$700,000,000, an account will be established with the trustee on
the closing date and funded in an amount equal to the difference.  
The pre-funded amount to be deposited in the pre-funded account is
expected to be approximately $116,533,652.  The funding period
will begin on the closing date and end on the earlier of (i) the
date the amount in the pre-funding account is less than $150,000
and (ii) June 30, 2007.

Any pre-funded amount is expected to be used to purchase
supplemental mortgage loans.  Any pre-funded amount not used
during the funding period to purchase supplemental mortgage loans
will be distributed to holders of the senior certificates as a
prepayment of principal on the distribution date immediately
following the end of the funding period.

As of May 1, 2007, the mortgage pool consists primarily of 30-year
conventional, fully amortizing mortgage loans, secured by first
liens on one- to four-family residential properties totaling
$583,466,348.  The average mortgage pool balance is $607,777, with
an approximate weighted-average original loan-to-value ratio of
71.90%.  The weighted average FICO credit score is approximately
750.  Cash-out refinance loans represent 26% of the mortgage pool
and 5.5% of second homes.  The states that represent the largest
portion of mortgage loans are California (38.6%) and Virginia
(6.4%).  All other states represent less than 5% of the pool as of
May 1, 2007.

CWMBS purchased the mortgage loans from CHL and deposited the
loans in the trust, which issued the certificates, representing
undivided beneficial ownership in the trust.  The Bank of New York
will serve as trustee.  For federal income tax purposes, an
election will be made to treat the trust fund as one or more real
estate mortgage investment conduits.


CWMBS INC: Fitch Puts Low-B Ratings on Two Certificate Classes
--------------------------------------------------------------
Fitch rates CWMBS, Inc.'s mortgage pass-through certificates, CHL
Mortgage Pass-Through Trust 2007-8 as:

    -- $825,075,000 classes 1-A-1 through 1-A-25, X and A-R senior
       certificates 'AAA';

    -- $17,527,500 class M 'AA';

    -- $5,130,000 class B-1 'A';

    -- $2,992,500 class B-2 'BBB';

    -- $1,710,000 privately offered class B-3 'BB';

    -- $855,000 privately offered class B-4 'B';

The 'AAA' rating on the senior certificates reflects the 3.50%
subordination provided by the 2.05% class M, 0.60% class B-1,
0.35% class B-2, 0.20% privately offered class B-3, 0.10%
privately offered class B-4 and 0.20% privately offered class B-5
(not rated by Fitch). Classes M, B-1, B-2, B-3, and B-4 are rated
'AA', 'A', 'BBB', 'BB', and 'B' based on their respective
subordination only.

Fitch believes the above credit enhancement will be adequate to
support mortgagor defaults.  In addition, the rating also reflects
the quality of the underlying mortgage collateral, strength of the
legal and financial structures and the master servicing
capabilities of Countrywide Home Loans Servicing LP (Countrywide
Servicing; rated 'RMS1-' by Fitch) a direct wholly owned
subsidiary of Countrywide Home Loans, Inc.

As of the cut-off date (May 1, 2007), the mortgage pool consists
primarily of 30-year conventional, fully amortizing mortgage
loans, secured by first liens on one- to four-family residential
properties totaling $795,282,868.  The average mortgage pool
balance is $625,714, with an approximate weighted-average original
loan-to-value ratio (OLTV) of 73.12%.  The weighted average FICO
credit score is approximately 744.  Cash-out refinance loans
represent 24.4% of the mortgage pool and second homes 6.3%.  The
state that represents the largest portion of mortgage loans is
California (37.4%).  All other states represent less than 5% of
the pool as of May 1, 2007.

CWMBS purchased the mortgage loans from CHL and deposited the
loans in the trust, which issued the certificates, representing
undivided beneficial ownership in the trust.  The Bank of New York
will serve as trustee.  For federal income tax purposes, an
election will be made to treat the trust fund as one or more real
estate mortgage investment conduits.


DAIMLERCHRYSLER AG: Chrysler Group's May 2007 U.S. Sales Rise 4%
----------------------------------------------------------------
Chrysler Group reported sales for May 2007 of 199,393 units; up 4%
compared to May 2006 with 191,261.  All sales figures are reported
unadjusted.

"Chrysler Group increased overall sales in May based on a strong
retail performance and while fleet sales were down," Darryl
Jackson, Vice President - U.S. Sales, said.  "Especially our new
offerings in the car segment continued to gain momentum, supported
by the fuel economy message of our 'Maximize Your Miles' program.
Driven by models like the Chrysler Sebring, Dodge Avenger and
Dodge Caliber, the company's car sales increased 15 percent over
the previous year."

Chrysler brand car sales in May were up 22% year-over-year, while
Dodge brand car sales increased 11%.  Chrysler Group's offerings
in the car segment include the Chrysler Sebring Sedan and Sebring
Convertible, Chrysler 300, Dodge Avenger, Dodge Caliber and Dodge
Charger.

Jeep(R) brand sales continued to increase in May after an already
strong April and posted a gain of 20% over the previous year. This
result was driven by the continuously strong Jeep Wrangler and the
Jeep Patriot.  Jeep Wrangler and Wrangler Unlimited posted sales
of 12,332 units, an all-time record for the month of May and up
114% compared to May 2006 with 5,754 units.  The Jeep Patriot also
continued its momentum and finished May with sales of 4,504 units,
up 55% from April 2007.  The vehicle is one of Chrysler Group's
recently introduced models that achieve 30 miles per gallon or
better in highway driving.

The Chrysler Sebring Convertible posted sales of 3,082 units in
the second month of availability of the 2008 model, an increase of
113% over April 2007.  The redesigned model offers what no other
convertible has offered before -- three automatically latching
convertible top options: vinyl, cloth and a body-color painted
steel retractable hard top, all of which can be retracted with a
push of a button on the key fob.

Sales of the Dodge brand increased in May by 3%, fueled by strong
demand for the Dodge Ram pick up truck.  The model finished May
with sales of 31,327 units, up 6% year-over-year in a highly
competitive segment and on the heels of four already very
successful months in 2007.

"As our strong car sales in May demonstrate, the recently launched
'Maximize Your Miles' program resonates well with customers and
will be continued in June," Michael Keegan, Vice President -
Volume Planning and Sales Operations, said.  "Facing continued
pressure on gas prices, the program communicates Chrysler Group's
fuel economy message across all three of our brands and offers
customers a great value package based on low-rate financing plus
additional bonus cash."

Chrysler Group finished the month with 479,501 units of inventory,
or a 63-day supply.  Inventory is down by 19% compared to May 2006
when it was at 592,486 units.


DALE BOHAN: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: Dale E. Bohan
        dba Cazadero General Store        
        6115 Cazadero Highway
        Cazadero, CA 95421

Bankruptcy Case No.: 07-10634

Chapter 11 Petition Date: May 30, 2007

Court: Northern District of California (Santa Rosa)

Judge: Alan Jaroslovsky

Debtor's Counsel: David N. Chandler, Esq.
                  1747 4th Street
                  Santa Rosa, CA 95404
                  Tel: (707) 528-4331

Estimated Assets:    $100,000 to $1 Million

Estimated Debts: $1 Million to $100 Million

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


DEUTSCHE SECURITIES: Fitch Rates $8 Million Certificates at BB
--------------------------------------------------------------
Fitch rates Deutsche Alt-A Securities Inc.'s  mortgage pass-
through certificates, series 2007-OA3 as:

    -- $1.242 billion classes A-1, A-2 and A-3 (senior
       certificates) 'AAA';

    -- $22 million class M-1 'AA+';

    -- $8.7 million class M-2 'AA';

    -- $6.7 million class M-3 'AA-';

    -- $6.7 million class M-4 'A+';

    -- $6.7 million class M-5 'A';

    -- $6.7 million class M-6 'A-';

    -- $6.7 million class M-7 'BBB+';

    -- $6.7 million class M-8 'BBB';

    -- $6.7 million class M-9 'BBB-';

    -- $8 million class M-10 'BB'.

The 'AAA' ratings on the senior certificates are based on the
6.95% total credit enhancement provided by the 1.65% class M-1,
0.65% class M-2, 0.50% class M-3, 0.50% class M-4, 0.50% class M-
5, 0.50% class M-6, 0.50% class M-7, 0.50% class M-8, 0.50% class
M-9, the privately offered 0.60% class M-10, and the initial
and target  overcollateralization of 0.55% and 0.55%,
respectively.  All certificates have the benefit of monthly excess
cash flow to absorb losses.  The ratings also reflect the quality
of the loans, the soundness of the legal and financial structures.

The mortgage pool consists of 2,671 conventional, one- to four-
family, first lien, negative amortization mortgage loans on
residential real properties with original terms to maturity of not
more than 40 years.  As of the closing date the initial mortgage
balance will be $1,206,034,096 and $129,025,680 will be put in a
pre-funding account to purchase subsequent loans.  The pre-funding
period will last from the closing date until July 1, 2007.  As of
the cut-off date 98.98% of the principal balance of the mortgage
loans was adjustable-rate mortgage loans and 1.02% of the
principal balance of the mortgage pool was fixed-rate mortgage
loans.  The weighted average FICO credit score is approximately
719 and the weighted average loan-to-value ratio is approximately
73.99%.  The properties are primarily located in California
67.70%) and Florida (6.80%).

All of the mortgage loans are negative amortization loans.
Approximately 1.03% of the mortgage loans are option ARM loans
that have an introductory fixed rate for up to three months, then
the rate will adjust monthly, but their monthly payments and
amortization schedules will adjust annually and are subject to
payment caps.  Approximately 97.94% of the mortgage loans are
hybrid option ARM loans. The interest rates on these loans adjust
after initial fixed rate period of three, five or seven years
after origination (semiannually or annually).  Approximately 1.02%
of the mortgage loans are fixed rate option arms that do not
adjust.  During the initial fixed rate period with respect to a
hybrid option ARM loan, or until the unpaid principal balance of
that mortgage loan reaches its maximum limit, the minimum payment
payable will be based on a fixed 'minimum payment rate' that is
lower than the initial fixed rate.

DB Structured Products, Inc. bought the loans from the originators
and sold them to MortgageIT Securities Corp. MortgageIT Securities
Corp then sold the loans to Deutsche Alt-A Securities Mortgage
Loan Trust 2007-OA3.  MortgageIT will assign all its interest in
the mortgage loans to the trustee for the benefit of certificate
holders. For federal income tax purposes, an election will be made
to treat the trust as multiple real estate mortgage investment
conduits.  HSBC Bank USA, National Association will act as
trustee, CountryWide (rated 'RPS1' by Fitch) will service 67.40%
of the loans, and GMAC (rated 'RPS1' by Fitch) will service 32.60%
of the loans.  Wells Fargo (rated 'RMS1' by Fitch) will act as
Master Servicer.


DUQUESNE LIGHT: Fitch Pares Issuer Default Rating to BB+ from BBB-
------------------------------------------------------------------
Fitch Ratings has downgraded the Issuer Default Rating and senior
unsecured debt ratings of Duquesne Light Holdings, Inc. (DQE -
formerly known as DQE, Inc.) to 'BB+' from 'BBB-'.

In addition, Fitch has affirmed DQE subsidiary, Duquesne Light
Company's:

    -- Issuer Default Rating at 'BBB-';
    -- Senior secured debt at 'BBB+';
    -- Preferred securities at 'BBB-';
    -- Short-term debt at 'F2'.

The Rating Outlook for all of the above securities is Stable.
Approximately $1.3 billion of outstanding debt and preferred
securities are affected by the rating action.

The downgrade of DQE's ratings reflects the meaningful increase in
holding company debt leverage at the close of its pending
acquisition by a consortium led by Macquarie Infrastructure
Partners and Diversified Utility and Energy Trusts (collectively,
Macquarie).  The incremental debt burden to fund the acquisition
is estimated by Fitch Ratings at approximately $770 million, net
of retirements.  Given the ownership structure, Fitch believes the
initial post-merger debt burden is unlikely to decline and the
financing of future capital requirements is uncertain.  Under the
terms of the proposed acquisition, Macquarie is to acquire all of
DQE's outstanding common equity for approximately $1.8 billion or
$20 per share.  In addition, Macquarie will assume DQE's
outstanding debt and preferred securities, which approximated
$1.2 billion and $147 million, respectively, at the end of the
first quarter 2007.

The affirmation of DLC's ratings consider the relatively
predictable earnings and cash flow generated by the utility's
regulated transmission and distribution business and solid stand-
alone credit measures.  The ratings also consider parent DQE's
reliance on the utility cash flows to service its considerable
post-acquisition debt burden.

The Stable Rating Outlook for DQE and DLC assumes a continued
focus on utility operations and a reasonable regulatory
environment in Pennsylvania.

Duquesne Light Holdings:

   -- Issuer Default Rating downgraded to 'BB+' from 'BBB-';
   -- Senior unsecured debt downgraded to 'BB+' from 'BBB-'.

Duquesne Light Company:

    -- Issuer Default Rating affirmed at 'BBB-';
    -- senior secured debt affirmed at 'BBB+';
    -- preferred securities affirmed at 'BBB-';
    -- Short-term debt affirmed at 'F2'.


ENCYSIVE PHARMACEUTICALS: 72.9 Million Shares Issued at June 1
--------------------------------------------------------------
Encysive Pharmaceuticals Inc. said that as of June 1, 2007, the
total number of issued and outstanding shares of the company's
common stock was 72,974,120 shares.

On October 19, 2006, the company entered into a Common Stock
Purchase Agreement with Azimuth Opportunity Ltd., which provided
that Azimuth was committed to purchase up to $75,000,000 of the
company's common stock, or the number of shares that is one less
than 20% of the issued and outstanding shares of the company's
common stock as of October 19, 2006, whichever occurs first, over
the 18-month term of the Purchase Agreement.

As of June 1, 2007, the company had closed an aggregate of five
draw down requests under the Purchase Agreement and had received
aggregate gross proceeds of approximately $45,450,474, and net
proceeds of approximately $44,856,656 after deducting estimated
offering expenses.  As a result of the five draw down requests,
the company has issued to Azimuth the maximum number of shares of
the company's common stock permitted to be issued under the
Purchase Agreement and the Purchase Agreement terminated pursuant
to its terms.

                  About Encysive Pharmaceuticals

Headquartered in Houston, Texas, Encysive Pharmaceuticals Inc.
(Nasdaq: ENCY) -- http://www.encysive.com/-- is a     
biopharmaceutical company engaged in the discovery, development
and commercialization of novel, synthetic, small molecule
compounds to address unmet medical needs.   

The company has successfully developed one FDA approved drug,  
Argatroban, for the treatment of heparin-induced
thrombocytopenia,  which is licensed to and marketed by GSK.  The
company's lead drug candidate, Thelin(TM) is an endothelin
receptor antagonist for the treatment of pulmonary arterial
hypertension.

                      Going Concern Doubt

As reported in the Troubled Company Reporter on April 30, 2007,  
KPMG LLP, in Houston, expressed substantial doubt about Encysive
Pharmaceuticals Inc.'s ability to continue as a going concern
after auditing the company's consolidated financial statements
for the years ended Dec. 31, 2006, and 2005.  The auditing
firm pointed to the company's recurring losses from operations and
net capital deficiency.


ENESCO GROUP: Hires Baker & McKenzie as Hong Kong Tax Counsel
-------------------------------------------------------------
The United States Bankruptcy Court for the Northern District
of Illinois gave Enesco Group Inc. and two debtor-affiliates
authority to employ Baker & McKenzie as their special tax
counsel in connection with their Hong Kong tax appeals, effective
as of March 16, 2007.

The firm is expected to:

     (a) give the Debtors legal advice with respect to their
         rights, powers and duties in connection with the Tax
         Appeal and litigation related to the Tax Appeal
         proceedings;

     (b) prepare applications, motions, complaints, orders and
         other legal documents as may be necessary in connection
         with the appropriate administration of the Tax Appeal;

     (c) participate on behalf of the Debtors in matters before
         the Inland Revenue Board of Review and the courts in
         Hong Kong relating to the Tax Appeal; and

     (d) perform any and all other legal services on behalf of
         the Debtors, which may be required to aid in the proper
         administration of the pending Tax Appeal proceedings.

The Debtors have agreed to pay Baker with a $25,000 retainer and
to compensate Baker according to the firm's standard rates for tax
appeals of the size and complexity as the Tax Appeal.

As of May 4, 2007, Baker's hourly rates ranged from $620 to $840
for partners and US$260 to US$645 for associates.  Baker's rates
are reviewed annually and adjusted periodically.

The Debtors assured the Court that Baker does not hold or
represent any adverse interest in connection to the Debtors and
the estates.

                     About Enesco Group

Headquartered in Itasca, Illinois, Enesco Group, Inc. ---
http://www.enesco.com/-- is a producer of giftware, and home
and garden decor products.  Enesco's product lines include some
of the world's most recognizable brands, including Disney,
Heartwood Creek, Nickelodeon, Cherished Teddies, Lilliput Lane,
Border Fine Arts, among others.

Enesco distributes products to a wide array of specialty gift
retailers, home decor boutiques and direct mail retailers, as
well as mass-market chains.  The company serves markets
operating in Europe, particularly in the United Kingdom and
France, as well in the Asia Pacific in Australia and Hong Kong.
The Company also has Latin-American operations in Mexico.

Enesco Group and its two affiliates, Enesco International Ltd.
and Gregg Manufacturing, Inc., filed for chapter 11 protection
on Jan. 12, 2007 (Bankr. N.D. Ill. Lead Case No. 07-00565).
Shaw Gussis Fishman Glantz Wolfson & Tow and Skadden, Arps,
Slate, Meagher & Flom LLP, represent the Debtors.  The Debtors'
financial condition as of Nov. 30, 2006, showed total assets of
US$155,350,698 and total debts of US$107,903,518.

Enesco Group and its two affiliates, Enesco International Ltd.
and Gregg Manufacturing, Inc., filed for chapter 11 protection
on Jan. 12, 2007 (Bankr. N.D. Ill. Lead Case No. 07-00565).
Shaw Gussis Fishman Glantz Wolfson & Tow and Skadden, Arps,
Slate, Meagher & Flom LLP, represent the Debtors.  The Debtors'
financial condition as of Nov. 30, 2006, showed total assets of
US$155,350,698 and total debts of US$107,903,518.


ENRON CORP: Inks $61.5 Million Credit Suisse Settlement Agreement
-----------------------------------------------------------------
Enron Creditors Recovery Corp. has reached an agreement with
Credit Suisse International and Credit Suisse Securities (USA) LLC
to settle the equity transactions adversary proceeding that Enron
filed against Credit Suisse in the Enron bankruptcy case.

According to the terms of the agreement, Credit Suisse will pay
Enron $61.5 million in cash.  Credit Suisse in entering into the
settlement denies any liability.  With this settlement, all
bankruptcy proceedings between Enron and Credit Suisse are
resolved.

Commenting on the settlement, John J. Ray III, Enron's Board
Chairman, said, "We are pleased with this settlement reached with
Credit Suisse and look forward to successfully resolving the
remaining equity transactions cases."

Equity transactions cases remain pending against UBS AG and Bear,
Stearns.  Enron's complaint against Credit Suisse includes claims
asserting preferences, fraudulent transfers and/or conveyances,
and recovery of payments pursuant to other applicable federal and
state law.

The Credit Suisse settlement remains subject to the approval of
the U.S. Bankruptcy Court for the Southern District of New York.

                    About Enron Corporation

Based in Houston, Texas, Enron Corporation filed for chapter 11
protection on December 2, 2001 (Bankr. S.D.N.Y. Case No. 01-16033)
following controversy over accounting procedures, which caused
Enron's stock price and credit rating to drop sharply.  Judge
Gonzalez confirmed the Company's Modified Fifth Amended Plan on
July 15, 2004, and numerous appeals followed.  The Debtors'
confirmed chapter 11 Plan took effect on Nov. 17, 2004.  Albert
Togut, Esq., at Togut Segal & Segal LLP, Brian S. Rosen, Esq.,
Martin Soslan, Esq., Melanie Gray, Esq., Michael P. Kessler,
Esq., Sylvia Ann Mayer, Esq., at Weil, Gotshal & Manges LLP,
Frederick W.H. Carter, Esq., Michael Schatzow, Esq., Robert L.
Wilkins, Esq., at Venable, Baetjer and Howard, LLP, and Mark C.
Ellenberg, Esq., at Cadwalader, Wickersham & Taft, LLP represent
the Debtor.  Jeffrey K. Milton, Esq., Luc A. Despins, Esq.,
Matthew Scott Barr, Esq., and Paul D. Malek, Esq., at Milbank,
Tweed, Hadley & McCloy LLP represents the Official Committee of
Unsecured Creditors.


ENZON PHARMA: March 31 Balance Sheet Upside-down by $55.5 Million
-----------------------------------------------------------------
Enzon Pharmaceuticals Inc.'s balance sheet at March 31, 2007,
showed $368.8 million in total assets and $424.3 million in total
liabilities, resulting in a $55.5 million total stockholders'
deficit.

Enzon Pharmaceuticals  Inc. reported a net loss  of $1.9 million
on total revenues of $41.5 million for the first quarter ended
March 31, 2007, as compared to net income of $21.7 million on
total revenues of $44.7 million for the same quarter in 2006.  
First quarter results in 2006 were favorably impacted by the
$13.8 million gain from the sale of marketable securities.

"Our results this quarter are very much in line with our stated
goal of investing in novel development programs, particularly in
oncology." said Jeffrey H. Buchalter, chairman and chief executive
officer of Enzon.  "We are building an impressive pipeline,
utilizing cutting-edge technology that we hope will transform
tomorrow's therapeutic options for cancer patients."

Products segment sales, comprised of sales of Oncaspar(R),
DepoCyt(R), Abelcet(R) and Adagen(R), were $22.7 million for the
three months ended March 31, 2007, compared to $24.3 million for
the three months ended March 31, 2006.  The company continues to
experience growth in its oncology products, Oncaspar and DepoCyt.  
The decrease in sales for the product segment this quarter is
mainly attributable to the continued competitive environment for
Abelcet.

Revenues from the company's Royalties segment for the three months
ended March 31, 2007 were $16.3 million, as compared to
$17.2 million for the three months ended March 31, 2006.  The
reduction in royalties from the prior year was due primarily to
expected competition for Macugen in the U.S.  The majority of
royalties is comprised of royalty revenue the company receives on
sales of PEG-INTRON, which remained relatively stable this
quarter.

The company's revenues from its Contract Manufacturing segment
were $2.5 million for the three months ended March 31, 2007, as
compared to $3.2 million in the corresponding period of the prior
year.  The contract manufacturing segment includes contract
manufacturing revenues related to services the company provides
for a number of customers who require injectable products.  The
decrease in contract manufacturing revenue was primarily
attributable to the timing of shipments to its customers.

The company's cost of goods sold was $11.5 million for the three
months ended March 31, 2007, as compared to $10.5 million for the
three months ended March 31, 2006.  This increase is associated
with the timing of production of certain products, as well as the
additional amortization of the payment made to secure the supply
of L-asparaginase.

The company's research and development expenses were $13.2 million
for the three months ended March 31, 2007, as compared to
$7.0 million for the three months ended March 31, 2006.  This
significant increase in R&D was expected and was attributable to
the multiple programs underway to build the company's product
pipeline.  This includes research and development programs for
rhMBL, PEG-SN38, Oncaspar, the HIF-1 alpha antagonist and other
LNA- and PEGylation-based programs.  Enzon remains committed to
its objective of delivering long-term value by creating a
differentiated oncology pipeline.

Selling, general and administrative expenses increased to
$16.2 million for the three months ended March 31, 2007, as
compared to $15.8 million for the three months ended March 31,
2006.  Selling, General and Administrative expenses remained
relatively constant.  The company continues to make selective
investments in selling, marketing, and other initiatives to
further its objective of delivering long-term value.

The company announced in February 2007 plans to consolidate its
manufacturing site in South Plainfield, N.J. into its Indianapolis
site.  As a result of this decision, the company recorded a
$569,000 charge this quarter for related severance costs that will
be paid at the completion of the consolidation.

Net other income (expense) is comprised of investment income,
interest expense, and other non-operating expenses.  The company
reported other expense of $1.9 million for the three months ended
March 31, 2007, as compared to other income of $10.7 million in
the same period in the prior year.  The difference is due
primarily to the gain of $13.8 million from the sale of Nektar
shares in the first quarter of 2006.  During the first quarter of
2007, the company purchased $4.0 million of its outstanding
convertible debt due in 2008.  This purchase resulted in a small
gain due to the purchase at a discount to par.

Total cash reserves decreased to $198.4 million as of March 31,
2007, as compared to $240.6 million as of Dec.  31, 2006.  Cash
reserves include cash, cash equivalents, short-term investments,
and marketable securities.  The net decrease in cash reserves was
primarily the result of payments communicated in February 2007
when the company announced their results for the year ended
Dec. 31, 2006.  These obligations, were included in the company's
Dec.  31, 2006, financial statements, however the payments were
made in the first quarter of 2007.  These payments include the
$5.0 million milestone for filing the HIF-1 alpha antagonist IND,
the $17.5 million payment to Ovation to secure the long-term
supply of L-asparaginase, and the $7.0 million payment for related
legal services associated with the new supply agreement.  In
addition, this quarter, the company retired $4.0 million of its
convertible notes.

Full-text copies of the company's consolidated financial
statements for the quarter ended March 31, 2007, are available for
free at: http://researcharchives.com/t/s?208e

                   About Enzon Pharmaceuticals

Headquartered in Bridgewater, New Jersey, Enzon Pharmaceuticals
Inc. (NasdaqGM: ENZN) -- http://www.enzon.com/-- is a  
biopharmaceutical company dedicated to the development,
manufacturing, and commercialization of important medicines for
patients with cancer and other life-threatening conditions. Enzon
has a portfolio of four marketed products, Oncaspar(R),
DepoCyt(R), Abelcet(R) and Adagen(R).


EPIX PHARMA: March 31 Balance Sheet Upside-down by $50.8 Million
----------------------------------------------------------------
EPIX Pharmaceuticals Inc.'s balance sheet at March 31, 2007,
showed $112.2 million in total assets and $163.0 million in total
liabilities, resulting in a $50.8 million total stockholders'
deficit.

EPIX Pharmaceuticals Inc. reported a net loss of $19.5 million for
the first quarter ended March 31, 2007, compared with a net loss
of $4.5 million for the same period in 2006.  The increase in the
net loss is primarily due to increased research and development
expenses associated with the four clinical programs acquired as a
result of the company's merger with Predix, as well as significant
non-recurring legal and accounting costs relating to the now
completed investigation of the company's prior stock option
practices.

Total revenues in the first quarter of 2007 were $2.0 million,
compared to $1.7 million in the first quarter of 2006.

"We already have achieved several key milestones in the early part
of this year, including the positive results from our Phase 1b
trial of PRX-07034 and our continued progress in advancing our
pipeline and building our internal corporate structure," said
Michael G. Kauffman, M.D., Ph.D., chief executive officer of EPIX.
"We believe EPIX is well positioned for near-term catalysts and
the achievement of key corporate clinical milestones in 2007."

Research and development expenses totaled $13.5 million in the
first quarter of 2007, compared to $3.9 million in the first
quarter of 2006.  The increase in research and development
expenses is primarily attributable to the company's clinical
development programs as well as costs for the pre-clinical
programs and internal costs which began after the Predix
acquisition was completed on August 16, 2006.

General and administrative expense was $8.6 million in the first
quarter of 2007 compared to $2.4 million in the first quarter of
2006.  The increase in general and administrative expense is due
primarily to legal and accounting costs associated with the stock
option probe of the company's historical stock option practices
that was completed in the first quarter of 2007, as well as
increased costs associated with an increase in personnel and
infrastructure.  Additionally, EPIX incurred greater legal
expenses, including for patent-related matters, due to the
increased complexity of the post-merger company.

As of March 31, 2007, EPIX had cash, cash equivalents and short-
term investments of $95.0 million compared to $109.5 million on
Dec. 31, 2006.  

EPIX currently has $100.0 million of convertible debt outstanding.
Approximately 32.6 million shares of common stock were outstanding
at March 31, 2007.


Full-text copies of the company's consolidated financial
statements for the quarter ended March 31, 2007, are available for
free at http://researcharchives.com/t/s?2091

                    About EPIX Pharmaceuticals

Headquartered in Lexington, Mass., EPIX Pharmaceuticals Inc.
(NasdaqGM: EPIX) -- http://www.epixmed.com/-- is a  
biopharmaceutical company focused on discovering, developing and
commercializing novel pharmaceutical products through the use of
proprietary technology to better diagnose, treat and manage
patients.  The company has five internally-discovered therapeutic
and imaging drug candidates currently in development for
conditions such as depression, Alzheimer's disease, cardiovascular
disease and obesity.  The company also has a blood-pool imaging
agent, Vasovis(TM), approved in 32 countries and marketed in
Europe.


FIRST HORIZON: Fitch Puts Low-B Ratings on $7.88 Mil. Certificates
------------------------------------------------------------------
Fitch rates First Horizon Asset Securities Inc. mortgage pass-
through certificates, Series 2007-3 as:

    -- $218.561 million classes A-1 through A-5, A-PO, and A-R,
       (senior certificates) 'AAA';

    -- $3.605 million class B-1 'AA';
    -- $1.352 million class B-2 'A';
    -- $676,000 class B-3 'BBB';
    -- $450,000 class B-4 'BB';
    -- $338,000 class B-5 'B'.

The class B-6 certificate is not rated by Fitch.

The 'AAA' rating on the senior certificates reflects the 3.00%
subordination provided by the 1.60% class B-1, the 0.60% class B-
2, the 0.30% class B-3, the 0.20% privately offered class B-4, the
0.15% privately offered class B-5, and the 0.15% privately offered
class B-6 certificates.  The ratings on the class B-1, B-2, B-3,
B-4, and B-5 certificates are based on their respective
subordination.

Fitch believes the above credit enhancement will be adequate to
support mortgagor defaults as well as bankruptcy, fraud, and
special hazard losses in limited amounts.  In addition, the
ratings reflect the quality of the mortgage collateral, strength
of the legal and financial structures, and the servicing
capabilities of First Horizon Home Loan Corporation, currently
rated 'RPS2' by Fitch.

As of the cut-off date, May, 1st, 2007, the aggregate Pool
consists of conventional, fully amortizing, fixed-rate mortgage
loans secured by first liens on single-family residential
properties, substantially all of which have original terms to
maturity of 30 years.  Approximately 34.5% of the mortgage loans
in the aggregate pool have interest only payments scheduled for a
period of ten years following the origination date of the mortgage
loan.  Thereafter, monthly payments will be increased to include
principal and interest payments to sufficiently amortize the loan
over the remaining term.  The aggregate principal balance of the
pool is $225,320,315 and the average principal balance is
approximately $625,890.  The mortgage pool has a weighted average
original loan-to-value ratio of 72.9% and the weighted average
FICO is 754.  The states with the largest concentrations are
California (23.1%), Washington (11.5%), Virginia (8.2%), Maryland
(7.1%), Arizona (6.0%), and Tennessee (5.6%). All other states
represent less than 5% of the aggregate pool as of the
cut-off date.

All of the mortgage loans were originated or acquired in
accordance with First Horizon Home Loan Corporation's underwriting
guidelines.  The trust, First Horizon Mortgage Pass-Through Trust
2007-3, was created for the sole purpose of issuing the
certificates.  For federal income tax purposes, an election will
be held to treat the trust as multiple real estate mortgage
investment conduits.  The Bank of New York will act as trustee.


FORD MOTOR: May 2007 Sales Up by 9.4%, Truck Sales Up by 25%
------------------------------------------------------------
The Ford Edge continues to energize the crossover revolution,
recognizing its fifth consecutive month of growth, and is among a
strong group of trucks and crossovers that posted record setting
sales, leading to a 9.4% increase in sales for the Ford Motor
Company of Canada, Limited in May.

"The buzz on the Ford Edge continues to build and so do the
sales," Bill Osborne, president and CEO, Ford of Canada, said.  
"Our selection of cars, crossovers and trucks deliver the
attributes Canadians value -- striking design, great price,
safety, versatility and fuel efficiency -- and consistently meet
the ever-changing needs of consumers."

In May, Ford of Canada saw overall combined sales increase of 9.4%
at 25,218 units.  Total truck sales were up 24.5% at 18,098 units.  
Although car sales of 7,120 units marks a 16.3% decline, the Ford
Mustang and Fusion scored solid sales with increases of 16.5% and
9% respectively.

              Ford Motor Company of Canada, Limited
                     May 2007 Vehicle Sales

                            2007        2006       % Change
                            ----        ----       --------
    Total Vehicles
    May                   25,218      23,044           +9.4
    January - May         92,716      94,008           -1.4

    Total Cars
    May                    7,120       8,503          -16.3

    January - May         23,234      30,199          -23.1

    Total Trucks
    May                   18,098      14,541          +24.5
    January - May         69,482      63,809           +8.9

                       About Ford Motor Co.

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

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 12, 2006,
Standard & Poor's Ratings Services affirmed its 'B' bank loan and
'2' recovery ratings on Ford Motor Co.

As reported in the Troubled Company Reporter on Dec. 7, 2006,
Fitch Ratings downgraded Ford Motor Company's senior unsecured
ratings to 'B-/RR5' from 'B/RR4'.

As reported in the Troubled Company Reporter on Dec. 6, 2006,
Moody's Investors Service assigned a Caa1, LGD4, 62% rating to
Ford Motor Company's $3-billion of senior convertible notes due
2036.


GENERAL MOTORS: May 2007 Sales Up by 8.5%
-----------------------------------------
General Motors Corp. dealers in the United States delivered
375,682 vehicles in May, up 4.7 percent compared with year-ago
monthly sales.  On an unadjusted basis, sales were up 8.8%.  GM's
May retail sales of 279,731 were up 8.5%.  On an unadjusted basis,
retail sales were up 12.8 percent compared with a year ago.

May sales reflected the continuing strength of GM's new product
portfolio.  Increased sales of Chevrolet Impala and Saturn AURA as
well as the new industry leading mid-size crossovers GMC Acadia,
Saturn OUTLOOK and Buick Enclave demonstrate GM's strong
positioning in the marketplace for fuel-efficient and alternative
fuel (E-85) vehicles.  The Chevrolet Silverado and GMC Sierra
full-size pickup trucks - fuel efficiency leaders in their class -
pushed GM's large pickup segment sales up 10 percent in total and
14 percent retail compared with May 2006.

Divisions with retail sales increases for the month included
Saturn (up 59%), GMC (up 18%) and Pontiac (up 8%).  Additionally,
Chevrolet was again the sales leader in the industry (up 5%).

"Our May results were extremely positive as we saw strong total
and retail sales increases.  Our significant market share gains in
full-size trucks and crossovers validates the decision we made to
invest in industry-leading fuel economy in these important
segments," said Mark LaNeve, vice president, GM North American
Sales, Service and Marketing.  "We are particularly pleased with
the Chevrolet Silverado and GMC Sierra pickups, which pushed our
full-size truck sales up more than 10 percent for the month.  As
with many of our vehicles, these great all-new trucks offer what
the customer is looking for - best-in-class fuel economy,
terrific performance and tremendous value.  And our newest entry
to the crossover segment, the Buick Enclave, is performing ahead
of our expectations.  Dealers are selling them as soon as they
arrive from the plant.  Our mid-size crossover segment
performance, including the GMC Acadia and Saturn OUTLOOK,
continues to grow at a blistering pace."

The product renaissance at Saturn continued to accelerate with
total sales increasing almost 69 percent compared with a year ago,
highlighting the tremendous public acceptance of the new lineup of
Saturn vehicles including SKY, AURA and AURA Hybrid, OUTLOOK, VUE
and VUE Hybrid.  Saturn's ION small car is soon to be replaced
with the popular ASTRA.  Saturn is the fastest growing brand
in the industry this year.

Chevrolet Aveo, Cobalt, Malibu, Impala, HHR, Silverado, Suburban,
and Avalanche; Pontiac G6 and Solstice; Saturn SKY and VUE; Saab
9-3, GMC Sierra and Yukon XL; Buick Lucerne; Cadillac SRX,
Escalade ESV and Escalade EXT; and HUMMER H3 all had May retail
sales increases compared with a year ago.  Pontiac G5, Saturn AURA
and OUTLOOK, GMC Acadia and the Buick Enclave are newly offered
products and continue to contribute retail sales momentum.

The GMC Acadia, Saturn OUTLOOK and Buick Enclave had retail sales
of more than 12,800 vehicles, pushing a significant retail
increase in GM's mid-crossover segment.  GM's total sales of more
than 16,600 vehicles in this segment pushed monthly performance up
more than 211 percent, compared with the same month last
year.

"We're seeing positive results, including increased residual
values for our products, as a result of staying aligned and
disciplined to our North American turnaround and market growth
plans. For customers, this means providing industry-leading
products in terms of design, segment fuel economy, warranty
coverage and performance," LaNeve added.  "This translates to a
beneficial cost of ownership experience.  With new products such
as the Cadillac CTS and Chevrolet Malibu coming to dealer
showrooms later this year, we expect to build on this customer
enthusiasm."

Certified Used Vehicles

May 2007 sales for all certified GM brands, including GM Certified
Used Vehicles, Cadillac Certified Pre-Owned Vehicles, Saturn
Certified Pre-Owned Vehicles, Saab Certified Pre-Owned Vehicles,
and HUMMER Certified Pre-Owned Vehicles, were 45,892 units, up 3%
from last May.  Total year-to-date certified GM sales are 227,365
units, up 3% from the same period last year.

GM Certified Used Vehicles, the industry's top-selling
manufacturer-certified used brand, posted 40,306 sales, up nearly
5% from last May.  Year-to-date sales for GM Certified Used
Vehicles are 199,715 units, up 4% from the
same period in 2006.

Cadillac Certified Pre-Owned Vehicles posted May sales of 3,102
units, down 6% from last May.  Saturn Certified Pre-Owned Vehicles
sold 1,603 units in May, down 13%.  Saab Certified Pre-Owned
Vehicles sold 797 units, comparable to last May, and HUMMER
Certified Pre-Owned Vehicles sold 84 units, down 6%.
"GM Certified Used Vehicles, the industry's top-selling certified
brand, had another category-leading performance with sales of
40,306 units, up nearly 5%," said LaNeve.  "GM Certified also set
a new all-time high with year-to-date sales through May of 199,715
units, up 4% from its 2006 segment record performance for the same
period."

Unchanged at 1.145 Million Vehicles, 2007 Third-Quarter Production
Forecast Set at 1.075 Million Vehicles

In May, GM North America produced 401,000 vehicles: 139,000 cars
and 262,000 trucks.  This is down 25,000 units or 6% compared to
May 2006 when the region produced 425,000 vehicles: 158,000 cars
and 267,000 trucks.

The region's 2007 second-quarter production forecast is unchanged
at 1.145 million vehicles: 403,000 cars and 742,000 trucks.  
Additionally, the region's initial 2007 third-quarter production
forecast is set at 1.075 million vehicles: 377,000 cars and
698,000 trucks, up 2% from third-quarter 2006 actuals.

GM also announced revised 2007 second-quarter and initial 2007
third-quarter production forecast for its international regions.

                           GM Europe

GM Europe's 2007 second-quarter production forecast is revised at
468,000 vehicles, down 5,000 units from last month's guidance.  In
the second-quarter of 2006 the region built 495,000 vehicles.  The
region's initial 2007 third-quarter production forecast is set at
389,000 vehicles.  In the third-quarter of 2006 the region built
374,000 vehicles.

                        GM Asia Pacific

GM Asia Pacific's 2007 second-quarter production forecast remains
unchanged at 568,000 vehicles.  In the second-quarter of 2006 the
region built 482,000 vehicles.  The region's initial 2007 third-
quarter production forecast is set at 524,000 vehicles.  In the
third-quarter of 2006 the region built 433,000 vehicles.

    GM Latin America

GM Latin America, Africa and the Middle East - The region's 2007
second-quarter production forecast is unchanged at 233,000
vehicles.  In the second-quarter of 2006 the region built 206,000
vehicles.  The region's initial 2007 third-quarter production
forecast is set at 258,000 vehicles.  In the third-quarter of 2006
the region built 215,000 vehicles.

                       About General Motors


General Motors Corp. (NYSE: GM), the world's largest automaker in
2006, has been the annual global industry sales leader for 76
years. Founded in 1908, GM today employs about 280,000 people
around the world. With global headquarters in Detroit, GM
manufactures its cars and trucks in 33 countries. In 2006, nearly
9.1 million GM cars and trucks were sold globally under the
following brands: Buick, Cadillac, Chevrolet, GMC, GM Daewoo,
Holden, HUMMER, Opel, Pontiac, Saab, Saturn and Vauxhall. GM's
OnStar subsidiary is the industry leader in vehicle safety,
security and information services. More information on GM can be
found at www.gm.com.

                        *     *     *

As reported in the Troubled Company Reporter on May 28, 2007,
Standard & Poor's Ratings Services placed General Motors Corp.'s
corporate credit rating at B/Negative/B-3.

At the same time, Moody's Investors Service affirmed GM's B3
Corporate Family Rating and B3 Probability of Default Rating, and
maintained its SGL-3 Speculative Grade Liquidity Rating.  The
rating outlook remains negative.


GRAFTECH INT'L: March 31 Balance Sheet Upside-down by $90 Million
-----------------------------------------------------------------
Graftech International Ltd.'s balance sheet at March 31, 2007,
showed $771.6 million in total assets and $861.6 million in total
liabilities, resulting in a $90 million total stockholders'
deficit.

GrafTech International Ltd. reported net income of $17.9 million
for the first quarter ended March 31, 2007, compared with a net
loss of $4.6 million for the same period ended March 31, 2006.

Net sales increased to $228 million for the first quarter ended
March 31, 2007, versus $174 million in the first quarter of 2006.

Gross profit increased 54 percent to $76 million, as compared to
$49 million in the first quarter of 2006.

Net cash provided by operating activities improved $51 million to
$18 million, versus a use of $33 million in the first quarter of
2006.  Operating net cash for the quarter included disbursements
of a $7 million call premium related to the $135 million
redemption of Senior Notes, $5 million to complete the final
antitrust obligation, and $4 million in restructuring payments.
Operating net cash for the prior year included disbursements of
$5 million in antitrust and restructuring payments.

Net debt was reduced by $12 million to $497 million.

Craig Shular, chief executive officer of GrafTech, commented, "The
company is beginning to gain traction on a number of fronts as the
impact of several of our initiatives is beginning to flow through
to our results.  Performance is improving due to higher product
pricing, and benefits realized from our previously announced
productivity projects, overhead reduction initiatives and tax
planning efforts."

Total operating income from the segments increased $40 million to
$51 million, as compared to $11 million in the first quarter of
2006.  Total operating income from the segments as a percent of
sales improved 16.0 percentage points to 22.3 percent, versus 6.3
percent in the 2006 first quarter.  First quarter 2007 operating
income margin benefited by approximately two percentage points as
a result of a carryover of lower cost raw materials from the prior
year.  Operating income margin for the first quarter 2006 included
an unfavorable impact of five percentage points related to asset
impairment charges in the quarter.

Selling and administrative and research and development expenses
were $25 million in the 2007 first quarter, as compared to
$27 million in the 2006 first quarter.  The decrease was a result
of realized benefits from previously announced productivity
initiatives.

Interest expense was $12 million in the 2007 first quarter, flat
as compared to the same period in 2006.

During the first quarter of 2007, GrafTech recorded a net
restructuring charge of $1 million as it continues to execute its
previously identified productivity and cost savings program.  
Other (income) expense, net, was an expense of $11 million in the
first quarter 2007, as compared to approximately zero in the first
quarter 2006.  The increase is largely due to a charge of
$8 million related to the call premium and fees associated with
the redemption of $135 million of our Senior Notes in the first
quarter 2007.

Mr. Shular commented, "We generated a $51 million improvement in
operating cash flow, enabling us to complete the quarter with net
debt below $500 million.  Our team remains focused on its stated
goal of maximizing cash flow in order to build shareholder value.
We recently announced a third call of our Senior Notes, our most
expensive debt, for an additional $50 million to be retired later
this month.  This brings our total year-to-date Senior Note
redemptions to $185 million.  Following this third call, the
amount outstanding will be reduced to $250 million.  Recall, that
at their peak, the outstanding Notes totaled $550 million."

Full-text copies of the company's consolidated financial
statements for the quarter ended March 31, 2007, are available for
free at http://researcharchives.com/t/s?2094

                          About GrafTech

Based in Parma, Ohio, GrafTech International Ltd. (NYSE: GTI) --
http://www.graftechaet.com/ -- manufactures and provides high   
quality synthetic and natural graphite and carbon based products
and technical and research and development services, with
customers in 80 countries engaged in the manufacture of steel,
automotive products and electronics.  The company manufactures
graphite electrodes, products essential to the production of
electric arc furnace steel.  The company also manufactures thermal
management, fuel cell and other specialty graphite and carbon
products for, and provide services to, the electronics, power
generation, semiconductor, transportation, petrochemical and other
metals markets.  GrafTech operates 11 state of the art
manufacturing facilities strategically located on four continents.

                          *    *    *

As reported in the Troubled Company Reporter on May 14, 2007,
Standard & Poor's Ratings Services raised its corporate credit
rating on GrafTech International Ltd. to 'B+' from 'B'.  In
addition, S&P raised the rating on the company's $215 million
senior secured revolving credit facility to 'BB-' from 'B+' and
affirmed the '1' recovery rating on the facility.  Also, Standard
& Poor's raised its rating on Graftech's convertible notes to 'B-'
from 'CCC+'.  Lastly, S&P affirmed the 'B-' rating on GrafTech's
$550 million senior secured notes and assigned them a '5' recovery
rating.  The outlook is stable.


GREAT PANTHER: Appoints Raakel Iskanius as Chief Financial Officer
------------------------------------------------------------------
Great Panther Resources Limited appointed Ms. Raakel Iskanius, CA,
to the position of Chief Financial Officer.

"Raakel is a senior accounting professional with 17 years of
experience in public practice as well as private industry.  She
has worked with both public and non-public companies, in both
Canada and the USA." said Mr. Kaare Foy, the company's Executive
Chairman and former CFO.  "Her background includes experience with
natural gas distribution, facilities & real estate management, and
engineering services".

Most recently, Ms. Iskanius was the senior financial and
regulatory reporting manager at Terasen Gas Inc., a SEDAR filing
company with revenues of $1.5 billion-plus.  Her responsibilities
included managing the financial accounting and regulatory
reporting staff of twenty-eight, being responsible for: the
preparation of the utility's financial statements, Sarbanes-Oxley
control documentation, and timely filing of the company's
regulatory reports.

Raakel articled at KPMG while obtaining her Chartered Accountant
designation in 1999. In addition to her CA designation, Raakel
obtained her Certified General Accountants designation in 1995.

"Having only ninety staff at the beginning of last year to having
almost five hundred currently, and having transformed Great
Panther from an exploration company into a silver producer with
five consecutive quarterly production records, the Company now
demands senior financial managers of Raakel's calibre. We are
fortunate to have secured somebody of her experience and track
record", Mr. Foy said today.

                        About Great Panther

Great Panther Resources Limited (TSX-V: GPR) through its
acquisition of the Topia and Guanajuato Mines in Mexico has
transformed from a company that was exclusively focused on mineral
exploration to a company involved in the mining of precious and
base metals.

                        Going Concern Doubt

As reported in the Troubled Company Reporter on July 13, 2006,
KPMG LLP in Vancouver, Canada, raised substantial doubt about
Great Panther Resources Limited's ability to continue as a going
concern after auditing the company's consolidated financial
statements for the years ended Dec. 31, 2005, and 2004.  The
auditors pointed to the Company's recurring losses and operating
cash flow deficiencies.


HEALTHSOUTH COR: Sells Birmingham Campus for $60 Million
--------------------------------------------------------
HealthSouth Corporation signed an agreement to sell its corporate
campus, located in Birmingham, Alabama.  The campus consists of a
200,000 square-foot corporate headquarters building, the 85-acre
corporate campus on which the headquarters sits, and a contiguous
19-acre tract of land that includes an incomplete 13-story
building formerly called the "Digital Hospital."  The transaction
is under contract with an investment fund, sponsored by Trammell
Crow Company, for a purchase price of at least $60 million and is
expected to close by the end of July.

The execution of this agreement is another step in HealthSouth's
plan, announced in August 2006, to deleverage the company and
reposition it for growth as a "pure play" post-acute care provider
with a focus on inpatient rehabilitation.  Proceeds from this
transaction will be used to pay down a portion of the company's
long-term debt.  Details of the agreement were not disclosed.

"We have always believed there was a lot of value in this
property," said HealthSouth President and CEO Jay Grinney, who
announced plans to sell the property shortly after joining
HealthSouth in 2004.  "But, we also knew this building was too big
for a company of our size and required more resources than a
healthcare company should be spending on its corporate
headquarters."

Under the terms of the agreement, HealthSouth will continue to
lease space in the existing headquarters building for at least one
year at which time it will either remain in the current building
or re-locate to other appropriate office space in the Birmingham
area.

"We have engaged Carruthers Real Estate Company to assist us in
evaluating our relocation alternatives and hope to find something
in close proximity to our existing space," said Grinney.  "This
community has been very good to HealthSouth. We call this home and
intend to continue to support this great city in the years to
come."

                       About HealthSouth

HealthSouth Corporation (NYSE:HLS) -- http://www.healthsouth.com/  
-- provides outpatient surgery, diagnostic imaging and
rehabilitative healthcare services, operating facilities
nationwide.

At March 31, 2007, the company listed total assets of
$3.2 billion, total liabilities of $4.8 billion, minority interest
of $262.5 million, convertible perpetual preferred stock of
$387.4 million, and total shareholders' deficit of $2.2 billion.


HEMAGIN DIAGNOSTICS: March 31 Balance Sheet Upside-Down by$1.3MM
----------------------------------------------------------------
Hemagen Diagnostics Inc. recorded total assets of $4,306,656,
total liabilities of $5,668,539, and total stockholders' deficit
of $1,361,883 as of March 31, 2007.

Accumulated deficit stood at $24,173,925 as of March 31, 2007, as
compared with $23,503,209 as of Sept. 30, 2006.

At March 31, 2007, Hemagen had about $149,000 of cash, and working
capital of $2,212,007.  At Sept. 30, 2006, the company had about
$151,000 of cash and working capital of $2,927,000.

Hemagen currently has a revolving line of credit with a bank for
the purpose of financing working capital needs as required.  The
line of credit facility currently provides for borrowings up to
$500,000, at an annual interest rate of the prime rate plus 3/4%.  
At March 31, 2007, the company had $250,000 borrowed on its line
of credit facility.  This line of credit facility expires on March
31, 2008.

Hemagen believes that cash flow from operations, cash on hand at
March 31, 2007, and its credit available under its line of credit
facility will be sufficient to finance its operations and capital
expenditures over the next 12 months.

The net loss for the period was about $671,000 for the six months
ended March 31, 2007 as compared to a net income of about $61,000
in the prior period. The decrease in the net income from the prior
period is the direct result of lower sales and overall lower
margins.

Revenues for the six-month period ended March 31, 2007, decreased
by about $785,000, or 20%, to about $3,083,000 from $3,868,000 for
the same period ended March 31, 2006.  This decrease is attributed
to lower sales at the company's Brazilian subsidiary of about
$128,000; decreased sales from the Raichem division of about
$501,000; and a decrease of sales from the Analyst, Virgo and
Endochek product lines of $150,000.

                         About Hemagen Diagnostics

Based in Columbia, Maryland, Hemagen Diagnostics Inc. (OTC:
HMGN.OB) -- http://www.hemagen.com/-- is a biotechnology company  
that develops, manufactures, and markets more than 150 FDA-cleared
proprietary medical diagnostic test kits.  

Hemagen has three different product lines.  The Virgo(R) product
line consists of diagnostic test kits that are used to aid in the
diagnosis of certain autoimmune and infectious diseases.  The
Raichem(R) product line consists of a complete line of clinical
chemistry reagents that are sold through Hemagen's wholly owned
subsidiary, Reagents Applications Inc., as well as under various
OEM arrangements.  The Analyst(R) product line is an FDA-cleared
clinical chemistry analyzer system, including consumables, that is
used to measure important constituents in human and animal blood.


HSI ASSET: Fitch Puts Low-B Ratings on $2.9 Million Certificates
----------------------------------------------------------------
HSI Asset Loan Obligation Trust 2007-1, which closed on May 31,
2007, is rated by Fitch Ratings as:

    -- $310.7 million classes I-A-1, I-IO, II-A-1 through II-A-13,
       II-IO, III-A-1 through III-A-7, III-IO, A-PO, and A-X
       (senior certificates) 'AAA';

    -- $6.2 million class B-1 'AA';

    -- $2.9 million class B-2 'A';

    -- $1.6 million class B-3 'BBB';

    -- $1.6 million class B-4 'BB';

    -- $1.3 million class B-5 'B'.

The 'AAA' rating on the senior certificates reflects the 4.50%
total credit enhancement provided by the 1.90% class B-1, 0.90%
class B-2, 0.50% class B-3, 0.50% privately offered class B-4,
0.40% privately offered class B-5, and 0.30% privately offered
class B-6 (not rated by Fitch).  The ratings reflect the quality
of the loans, the integrity of the transaction's legal structure
as well as the capabilities of American Home Mortgage Servicing,
Inc., HSBC Mortgage Corporation (USA), and Wells Fargo Bank, N.A.
as servicers and CitiMortgage, Inc. as Master servicer.  Deutsche
Bank National Trust Company is the trustee.

As of the cut-off date, the collateral pool consists of 698 fixed-
rate loans and totals $325,296,942.  Approximately 33.82% are
interest-only rate mortgage loans.  The weighted average original
loan-to-value ratio is 71.88%.  The average outstanding principal
balance is approximately $466,041, the weighted average coupon is
6.642% and the weighted average remaining term to maturity is 350
months.  The weighted average credit score is 735.  The loans are
geographically concentrated in California (27.01%), New York
(20.53%) and Florida (6.79%).

For federal income tax purposes, multiple real estate mortgage
investment conduit elections will be made with respect to the
trust estate.


HSI ASSET: Fitch Puts BB+ Rating on Class M-10 Certificates
-----------------------------------------------------------
Fitch Ratings has taken rating action on these HSI Asset
Securitization Corp. 2006-WMC1 mortgage pass-through certificates:

    -- Class A affirmed at 'AAA';
    -- Class M-1 affirmed at 'AA+';
    -- Class M-3 affirmed at 'AA';
    -- Class M-2 affirmed at 'AA+';
    -- Class M-4 affirmed at 'AA-';
    -- Class M-5 affirmed at 'A+';
    -- Class M-6 affirmed at 'A';
    -- Class M-7 affirmed at 'A-';
    -- Class M-8, rated 'BBB+', placed on Rating Watch Negative;
    -- Class M-9, rated 'BBB', placed on Rating Watch Negative;
    -- Class M-10, rated 'BB+', placed on Rating Watch Negative.

The collateral in the aforementioned transaction consists
primarily of adjustable- and fixed-rate, interest-only, fully
amortizing and balloon mortgage loans secured by first and second
lien mortgages or deeds of trust on one- to four-family
residential real properties.  The originator of the collateral is
WMC Mortgage Corp.  All loans are serviced by Wells Fargo Bank,
N.A., which has a sub-prime servicer rating of 'RPS1' provided by
Fitch.

The affirmations reflect a stable relationship between credit
enhancement and expected losses, and affect approximately
$691.68 million in outstanding certificates.  The negative rating
actions reflect deterioration in the relationship between CE and
expected losses, and affect approximately $25.25 million in
outstanding certificates.

The negative rating actions are also a result of the
overcollateralization amount being approximately $3.95 million, or
approximately 30% off of its target amount of $13,045,707.  The
average monthly loss (after application of excess spread) over the
past three months is approximately $1.27 million.  The trust took
a notably large loss in the distribution month of March, when
approximately $4.8 million in losses were realized.  A large
portion of the early losses are a result of second lien charge-
offs, which is attributed to the relatively high percentage of
second lien loans from the transaction's issuance (approximately
10%).

The transaction has a pool factor (current collateral balance as a
percentage of initial collateral balance) of approximately 86.26%,
and is 9-months seasoned. The current amount of collateral in the
60+ buckets (includes Foreclosure, Real Estate Owned, and
Bankruptcy) is approximately 16.28%.  The transaction has failed
its delinquency trigger for four
consecutive months.


HOLLY MARINE: Court Okays Feeley & Associates as Special Counsel
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois
gave Holly Marine Towing Inc permission to employ Feeley &
Associates P.C., as its special counsel.

As reported in the Troubled Company Reporter on April 20, 2007,
the firm will perform extensive legal services that will be
necessary to appeal a trial court's adverse rulings against the
Debtor on certain breach of contract matters and with respect to
the decertification of the Debtor as a women business enterprise.

The Debtor told the Court that the firm represented the Debtor
in specific litigation against the City of Illinois relating to
its status as a disadvantaged business enterprise and women
business enterprise.

The firm charged the Debtor 40% of any recovery received from
the City of Chicago and full reimbursement for all out-of-pocket
disbursements and advances.

Cynthia G. Feeley, Esq., at Feeley & Associates, assured the Court
the her firm does not hold any interest adverse to the Debtor's
estate and is a "disinterested person" as defined in Section
101(14) of the Bankruptcy Code.

Ms. Feeley can be reached at:

     Cynthia G. Feeley, Esq.
     Feeley & Associates P.C.
     161 North Clark Street, Suite 4700
     Chicago, Illinois 60601
     Tel: 312-541-1200
     Fax: 312-541-1260

Headquartered in Chicago, Illinois, Holly Marine Towing Inc.
provides towing and tugboat services.  The company filed for
Chapter 11 protection on Jan. 8, 2007 (Bankr. N.D. Il. Case
No. 07-00266).  Paul M. Bauch, Esq., at Bauch & Michaels LLC,
represents the Debtor in its restructuring efforts.  No Official
Committee of Unsecured Creditors has been appointed in the
Debtor's case.  When the Debtor filed for protection from its
creditors, it estimated assets and debts of more than
$100 million.


I2 TECHNOLOGIES: March 31 Balance Sheet Upside-down by $15.5 Mil.
-----------------------------------------------------------------
I2 Technologies Inc.'s balance sheet at March 31, 2007, showed
$185.2 million in total assets and $200.7 million in total
liabilities, resulting in a $15.5 million total stockholders'
deficit.

I2 Technologies Inc. reported net income of $4.3 million for the
first quarter ended March 31, 2007, compared with net income of
1.8 million for the same period in 2006.

The company experienced negative cash flow from operations of
$6.6 million in the first quarter of 2007.  Included in the first
quarter operating cash outflows were $12 million for the cash
payment of employee bonuses earned in 2006, $5 million in non-
operating and other non-recurring legal fees accrued in 2006 and
other pre-paid expenses.

"Our earnings and cash used in operations for the first quarter
were generally in line with our internal expectations," stated i2
chief executive officer Michael McGrath.  "While we were
disappointed with our software solutions and maintenance revenue
as well as our software solutions bookings in the quarter, we were
pleased with the strong growth we achieved in our services
business this quarter as compared to the first quarter of 2006.
This growth highlights our continuing transition to a solutions-
oriented provider.

"Interest in our new-generation solutions continues to build and
we are looking forward to showcasing customer successes, as well
as hosting discussions and demonstrations that display the
benefits of our new-generation solutions, at i2 Planet later this
week," concluded McGrath.

Total revenue for the first quarter was $65.6 million as compared
to $64.0 million in the first quarter of 2006.  Total revenue
included contract revenue of $2.5 million and $33,000 in the first
quarters of 2007 and 2006, respectively.  Excluding the impact of
contract revenue, operating revenue was $63.1 million as compared
to $64.0 million in the first quarter of 2006, a decline of one
percent period-to-period.

I2 had total first quarter software solutions revenue, which
includes core license revenue, recurring license revenue as well
as fees received to develop the licensed functionality, of
$13.4 million.  This compares to $16.9 million of software
solutions revenue in the first quarter of 2006, a decline of 21
percent period-to-period.

Services revenue in the first quarter was $28.7 million, an
increase of 20 percent from the $23.9 million of services revenue
in the first quarter of 2006.  Services revenue includes fees
received from arrangements to customize or enhance previously
purchased licensed software.  Services revenue also includes
reimbursable expenses.

First quarter maintenance revenue was $21.0 million, a decrease of
9 percent from $23.2 million in the comparable prior year quarter.

Total costs and expenses for the first quarter of 2007 were
$60.1 million, a slight decrease compared to $60.4 million in the
first quarter of 2006.  Total costs and expenses in the first
quarter of 2007 included $4.2 million in stock-based compensation
expense, which includes $3.2 million in expense related to stock
options and $1.0 million in expense related to restricted stock
units.

On March 31, 2007, i2's total cash (including restricted cash) was
$108.5 million.  Total debt at the end of the first quarter was
$86.3 million, which represents the face value of the company's 5
percent senior convertible notes.

Full-text copies of the company's consolidated financial
statements for the quarter ended March 31, 2007, are available for
free at http://researcharchives.com/t/s?2097

                    About i2 Technologies

Based in Dallas, Texas, I2 Technologies, Inc. (NASDAQ: ITWO) --
http://www.i2.com/-- provides supply chain management software   
solutions, including various supply chain software and service
offerings.  I2's flexible new-generation solutions are designed to
synchronize demand and supply across ever-changing global business
networks.


INTERTAPE POLYMER: Chief Financial Officer A. Archibald Resigns
---------------------------------------------------------------
Intertape Polymer Group Inc. disclosed that Andrew M. Archibald
C.A. has advised the company of his intention to retire as chief
financial officer as of June 30, 2007.

Mr. Archibald joined Intertape Polymer Group Inc. in 1989 as its
vice president finance.  In May 1995 he became the company's chief
financial officer and was also elected as vice president
administration, a position he held through January 2005.

"The board appreciates Andrew's years of service and dedication to
the company," Michael Richards, the company's chairman of the
board, commented.  His contributions were instrumental in the
growth and success of Intertape."

Victor DiTommaso, currently the company's vice president, finance,
will assume Mr. Archibald's responsibilities subsequent to
June 30th.

Headquartered in Quebec, Canada, Intertape Polymer Group (TSX:
ITP) (NYSE: ITP) -- http://www.intertapepolymer.com/-- develops  
and manufactures specialized polyolefin plastic and paper based
packaging products and complementary packaging systems for
industrial and retail use.  Headquartered in Montreal, Quebec and
Sarasota/Bradenton, Florida, the company employs about 2450
employees with operations in 18 locations, including 13
manufacturing facilities in North America, one in Europe and in
Mexico.

                          *     *     *

Intertape Polymer Group, Inc. carries Standard & Poor's Ratings'
'B-' corporate credit and senior secured ratings.  In addition,
the company also carries Standard & Poor's 'CCC' senior
subordinated rating.


J. CREW GROUP: Earns $24.6 Million in Quarter Ended May 5
---------------------------------------------------------
J. Crew Group, Inc. reported financial results for the three
months ended May 5, 2007 or first quarter fiscal 2007.

Revenues increased 24% to $297.3 million.  Store sales, Retail and
Factory, increased 20% to $201.0 million, with comparable store
sales increasing 13%.  Realigning last year's calendar weeks to be
consistent with the current year retail calendar weeks would
result in a comparable store sales increase of 8% in the first
quarter of fiscal 2007.  Comparable store sales increased 12% in
the first quarter of fiscal 2006.  Direct sales ,Internet and
Catalog, rose by 31% to $86.6 million.  Direct sales increased 12%
in the first quarter of fiscal 2006.

Gross margin increased 110 basis points to 46.6% of revenues from
45.5% of revenues in the first quarter of fiscal 2006.

Operating income increased 57% to $44.4 million, or 14.9% of
revenues, compared to $28.3 million, or 11.8% of revenues, in the
first quarter of fiscal 2006.

Net income available to common stockholders was $24.6 million
compared to $4.4 million in the first quarter of fiscal 2006.

Adjusted net income for the first quarter of fiscal 2006 totaled
$14.2 million, or $0.22 per diluted share.

Millard Drexler, J. Crew's Chairman and CEO stated: "We are
pleased with our first quarter results which reflect the hard work
of our team in always doing our best to satisfy our customers.  
Our customers have come to expect from J. Crew the kind of
quality, style and design that we work hard to consistently
provide."

About J. Crew Group Inc.

New York City-based J. Crew Group Inc. (NYSE: JCG) --  
http://www.jcrew.com/-- is a nationally recognized multi-channel   
retailer of women's and men's apparel, shoes and accessories.  As
of March 13, 2007, the company operates 178 retail stores, the J.
Crew catalog business, jcrew.com, and 51 factory outlet stores.

                          *     *     *

As reported in the Troubled Company Reporter on March 27, 2007,
Standard & Poor's Ratings Services revised its outlook on
specialty apparel retailer J. Crew Group Inc. to positive from
stable.  The 'B+' corporate credit rating was affirmed.


JP MORGAN: Fitch Puts Low-B Ratings on $2.5 Million Certificates
----------------------------------------------------------------
Fitch rates J.P. Morgan Alternative Loan Trust, mortgage pass-
through certificates, series 2007-A2 as:

Pool 1 Certificates:

    -- $1,132,763,100 classes 1-1-A1, 1-1-A2, 1-2-A1 through
       1-2-A6 (Pool 1 Senior Certificates) and privately-offered
       class 1-P 'AAA';

    -- $19,280,000 class 1-M-1, 'AA+';

    -- $10,244,000 class 1-M-2, 'AA';

    -- $6,627,000 class 1-M-3, 'AA';

    -- $4,218,000 class 1-M-4, 'AA-';

    -- $4,218,000 class 1-M-5, 'A+';

    -- $4,218,000 class 1-M-6, 'A';

    -- $6,026,000 class 1-B-1, 'A-';

    -- $7,230,000 class 1-B-2, 'BBB+'.

Aggregate Pool A Certificates:

    -- $199,671,200 classes 2-A-1, 2-A-1A, 2-A-1B, 2-A-1C, 2-A-1D,
       2-A-1E, 2-A-1F, 2-A-1G, 2-A-1H, 2-A-1I, 2-A-1J, 2-A-2,
       3-A-1, 3-A-1A, 3-A-1B, 3-A-1C, 3-A-1D, 3-A-1E, 3-A-1F,
       3-A-1G, 3-A-1H, 3-A-1I, 3-A-1J, 3-A-2, 4-A-1, 4-A-1A,
       4-A-1B, 4-A-1C, 4-A-1D, 4-A-1E, 4-A-1F, 4-A-1G, 4-A-1H,
       4-A-1I, 4-A-1J, 4-A-2 (Aggregate Pool A Senior
       Certificates), A-R and privately-offered Class 2-P 'AAA';

    -- $4,980,000 class C-B-1, 'AA';

    -- $2,436,000 class C-B-2, 'A';

    -- $1,377,000 class C-B-3, 'BBB';

    -- $1,483,000 privately-offered class C-B-4, 'BB';

    -- $1,059,000 privately-offered class C-B-5, 'B'.

The 'AAA' rating on the Pool 1 Senior Certificates reflects the
6.00% subordination provided by the 1.60% class 1-M-1, the 0.85%
class 1-M-2, the 0.55% class 1-M-3, the 0.35% class 1-M-4, the
0.35% class 1-M-5, the 0.35% class 1-M-6, the 0.50% class 1-B-1,
the 0.60% class 1-B-2, and the 0.85% initial and target
overcollateralization.  All certificates have the benefit of
monthly excess cashflow to absorb losses.

The 'AAA' rating on the Aggregate Pool A Senior Certificates
reflects the 5.75% subordination provided by the 2.35% class C-B-
1, the 1.15% class C-B-2, the 0.65% class C-B-3, the 0.70%
privately-offered class C-B-4, the 0.50% privately-offered class
C-B-5 and the 0.40% privately-offered class C-B-6. Class C-B-6 is
not rated by Fitch.

Fitch believes the above credit enhancement will be adequate to
support mortgagor defaults as well as bankruptcy, fraud and
special hazard losses in limited amounts.  In addition, the
ratings also reflect the quality of the underlying mortgage
collateral, strength of the legal and financial structures, and
the primary servicing capabilities of JPMorgan Chase Bank, N.A.
(rated 'RPS1' by Fitch) and Countrywide Home Loans Servicing LP
(rated 'RPS1') as well as the Master Servicing capabilities of
Wells Fargo Bank, N.A. (rated 'RMS1').

This transaction contains certain classes designated as
exchangeable certificates and others as regular certificates.

Classes 2-A-1A, 2-A-1B, 2-A-1C, 2-A-1D, 2-A-1E, 2-A-1F, 2-A-1G,
2-A-1H, 2-A-1I, 2-A-1J, 3-A-1A, 3-A-1B, 3-A-1C, 3-A-1D, 3-A-1E,
3-A-1F, 3-A-1G, 3-A-1H, 3-A-1I, 3-A-1J, 4-A-1A, 4-A-1B, 4-A-1C,
4-A-1D, 4-A-1E, 4-A-1F, 4-A-1G, 4-A-1H, 4-A-1I, 4-A-1J are
exchangeable certificates.  All other certificates are regular
certificates.

On or before the Distribution Date in May 2009, holders of the
REMIC Certificates may exchange all or part of each class of such
REMIC Certificates for a proportionate interest in the
Exchangeable Certificates in the related Exchangeable Combination.
The holders of each class of Exchangeable Certificates in an
Exchangeable Combination may also exchange all or part of such
class for a proportionate interest in the class of related REMIC
Certificates.  This process may occur repeatedly up to and
including the Distribution Date in May 2009.

The classes of REMIC Certificates and of Exchangeable Certificates
that are outstanding on any date and the outstanding principal
balances of these classes will depend upon the aggregate
distributions of principal made to such classes, as well as any
exchanges that have occurred on or prior to such date.  For the
purposes of the calculation of the Class Principal Amount of any
class of REMIC Certificates, to the extent that exchanges of REMIC
Certificates for Exchangeable Certificates occur, the aggregate
Class Principal Amount of the REMIC Certificates will be deemed to
include the Class Principal Amount of the related Exchangeable
Certificates issued in the exchange and the Class Principal Amount
of such Exchangeable Certificates will be deemed to be zero.
REMIC Certificates and the related Exchangeable Certificates in
the related Exchangeable Combination may be exchanged only in the
specified proportion that the original principal balances of such
certificates bear to one another.

Holders of Exchangeable Certificates will be the beneficial owners
of an interest in the related REMIC Certificates and will receive
a proportionate share, in the aggregate, of the distributions on
those certificates.  With respect to any Distribution Date, the
aggregate amount of principal and interest distributable to the
then outstanding Exchangeable Classes in an Exchangeable
Combination, the related REMIC Certificates and all Exchangeable
Classes in an Exchangeable Combination related to such class of
REMIC Certificates, will be equal to the aggregate amount of
principal and interest otherwise distributable to the related
REMIC Certificates on such Distribution Date if no Exchangeable
Certificates were then outstanding.

The assets of the issuing entity consist of four pools: Pool 1,
Pool 2, Pool 3 and Pool 4.  The mortgage loans consists of
adjustable-rate, fully amortizing and balloon, conventional
mortgage loans secured by first liens on one- to four-family
residential properties, substantially all of which hve original
terms to maturity of approximately 30 ears.  Pool 2, Pool 3 and
Pool 4 are cross-collateralized and are referred to as the
'Aggregate Pool A'.

Pool 1 consists of 3,559 mortgage loans.  As of the cut-off date
(May 1, 2007), the aggregate unpaid principal balance is
$1,205,066,521 and the average principal balance is $338,596.  The
weighted average original loan-to-value ratio is approximately
76.22%.  The weighted average mortgage rate is 7.050% and the
weighted average FICO score is 709.  Cash-out and rate/term
refinance loans represent 27.31% and 16.72% of the mortgage pool,
respectively.  The states that represent the largest geographic
concentration of mortgaged properties are California (61.63%),
Florida (14.47%) and Arizona (5.31%).  All other states represent
less than 5% of the outstanding balance of the mortgage pool.

The Aggregate Pool A consists of 550 mortgage loans.  As of the
cut-off date (May 1, 2007), the aggregate unpaid principal balance
is $211,854,389 and the average principal balance is $385,189.  
The weighted average original loan-to-value ratio (OLTV) is
approximately 75.09%.  The weighted average mortgage rate is
6.218% and the weighted average FICO score is 717. Cash-out and
rate/term refinance loans represent 43.33% and 30.04% of the
mortgage pool, respectively.  The states that represent the
largest geographic concentration of mortgaged properties are
California (42.77%), Florida (8.71%) and Virginia (6.18%).  All
other states represent less than 5% of the outstanding balance of
the mortgage pool.

None of the mortgage loans are high cost loans as defined under
any local, state or federal laws.  

U.S. Bank National Association will act as trustee.  J.P. Morgan
Acceptance Corporation I, a special purpose corporation, deposited
the loans in the trust which issued the certificates.  For federal
income tax purposes, the trustee will elect to treat all or
portion of the assets of the trust funds as comprising multiple
real estate mortgage investment conduits.


JP MORGAN: Fitch Puts Low B Ratings on $5 Million Certificates
--------------------------------------------------------------
J.P. Morgan Mortgage Trust mortgage pass-through certificates,
series 2007-S2, are rated by Fitch Ratings as:

    -- $1.2 billion classes 1-A-1 through 1-A-17, 2-A-1 through
       2-A-7, 3-A-1 through 3-A-3, A-P, A-X, A-R, and the
       non-offered class P 'AAA',

    -- $20.5 million class B-1 'AA',
    -- $8.7 million class B-2 'A',
    -- $3.7 million class B-3 'BBB',
    -- $3.1 million non-offered class B-4 'BB',
    -- $1.9 million non-offered class B-5 'B'

The 'AAA' rating on the senior classes reflects the 3.25% credit
enhancement provided by the 1.65 % class B-1, the 0.70% class B-2,
the 0.30% class B-3, the 0.25% non-offered class B-4, the 0.15%
non-offered class B-5 and the 0.20% non-offered and non-rated
class B-6 certificates.

Fitch believes the above credit enhancement will be adequate to
support mortgagor defaults as well as bankruptcy, fraud and
special hazard losses in limited amounts.  In addition, the
ratings also reflect the quality of the underlying mortgage
collateral, and the strength of the legal and financial
structures.

This transaction contains certain classes designated as
exchangeable certificates and others as regular certificates.   
Classes 1-A-3, 1-A-12 through 1-A-14, 2-A-3, 2-A-6, and 2-A-7 are
exchangeable certificates.  Class 1-A-1, 1-A-2, 1-A-4 through
1-A-11, 1-A-15 through 1-A-17, 2-A-1, 2-A-2, 2-A-4, 2-A-5, 3-A-1
through 3-A-3, A-P, A-X, A-R, P, and B-1 through B-6 are regular
certificates.

The holder of the REMIC Certificates in any REMIC Combination may
exchange all or part of each class of such REMIC Certificates for
a proportionate interest in the related Exchangeable Certificates.  
The holder of each class of Exchangeable Certificates may also
exchange all or part of such class for a proportionate interest in
each such class of REMIC Certificates or other Exchangeable
Certificates in the related REMIC Combination.

The classes of REMIC Certificates and Exchangeable Certificates
that are outstanding on any date and the outstanding principal
balances of these classes will depend upon the aggregate
distributions of principal made to such classes, as well as any
exchanges that have occurred on or prior to such date.

For the purposes of the definitions and the calculation of the
Class Principal Amount of any class of REMIC Certificates, to the
extent that exchanges of REMIC Certificates for Exchangeable
Certificates occur, the aggregate Class Principal Amount of the
REMIC Certificates will be deemed to include the Class Principal
Amount of the related Exchangeable Certificates issued in the
exchange and the Class Principal Amount of such Exchangeable
Certificates will be deemed to be zero.  REMIC Certificates in any
REMIC Combination and the related Exchangeable Certificates may be
exchanged only in the specified proportion that the original
principal balances of such certificates bear to one another.

Holders of Exchangeable Certificates will be the beneficial owners
of an interest in the REMIC Certificates in the related REMIC
Combination and will receive a proportionate share, in the
aggregate, of the distributions on those certificates.  With
respect to any Distribution Date, the aggregate amount of
principal and interest distributable to any Exchangeable Classes
and the REMIC Certificates in the related REMIC Combination then
outstanding on such Distribution Date will be equal to the
aggregate amount of principal and interest otherwise distributable
to all of the REMIC Certificates in the related REMIC Combination
on such Distribution Date if no Exchangeable Certificates were
then outstanding.

The trust consists of 2,710 first-lien residential mortgage loans
with stated maturity of not more than 30 years with an aggregate
principal balance of $1,244,485,915 as of the cut-off date, May 1,
2007.  The mortgage pool has a weighted average original loan-to-
value ratio of 70.26% with a weighted average mortgage rate of
6.269%.  The weighted-average FICO score of the loans is 740.  The
average loan balance is $459,219 and the loans are primarily
concentrated in California (28.55%), Florida (9.03%), and New York
(5.68%).

None of the mortgage loans are 'high cost' loans as defined under
any local, state or federal laws.

Wells Fargo Bank National Association will serve as master
servicer. U.S. Bank, National Association will serve as trustee.  
JPMorgan Chase Bank, N.A and certain other servicers that will
individually service no more than 10% of the mortgage loan, will
each act as servicers.  J.P. Morgan Acceptance Corporation I, a
special purpose corporation, deposited the loans in the trust
which issued the certificates.  For federal income tax purposes,
the trustee will elect to treat all or portion of the assets of
the trust funds as comprising multiple real estate mortgage
investment conduits.


JP MORGAN: Fitch Puts-Low B Ratings on $5.1-Million Certificates
----------------------------------------------------------------
J.P. Morgan Mortgage Trust mortgage pass-through
certificates, series 2007-A4, are rated by Fitch
Ratings as:

    -- $757.79 million class 1-A-1,1-A2, 2-A-1 through 2-A-4,
       2-A-3M, 2-A-3S, 2-A-3L, 2-A-3F, 2-A-4,, 3-A-1 through
       3-A-4, 3-A-4M, 3-A-4S, class P, and A-R 'AAA';

    -- $13.78 million class B-1 'AA';

    -- $5.51 million class B-2 'A';

    -- $3.15 million class B-3 'BBB';

    -- $3.15 million class B-4 'BB';

    -- $1.97 million class B-5 'B'.

The 'AAA' rating on the senior classes reflects the 3.75% credit
enhancement provided by the 1.75 % class B-1, the 0.70% class B-2,
the 0.40% class B-3, the 0.40% non-offered class B-4, the 0.25%
non-offered class B-5, and the 0.25% non-offered and non-rated
class B-6 certificates.

Fitch believes the above credit enhancement will be adequate to
support mortgagor defaults as well as bankruptcy, fraud and
special hazard losses in limited amounts.  In addition, the
ratings also reflect the quality of the underlying mortgage
collateral, and the strength of the legal and financial
structures.

This transaction contains certain classes designated as
exchangeable certificates and others as regular certificates. The
classes 2-A-3M, 2-A-3S, 2-A-3L, Class 2-A-3F, 3-A-1, 3-A-4M and 3-
A-4S certificates are exchangeable certificates.  The remainder of
the classes are regular certificates.

The holders of the REMIC certificates may exchange all or part of
each class of such REMIC certificates for a proportionate interest
in the exchangeable certificates in the related exchangeable
combination.  The holders of each class of exchangeable
certificates in an exchangeable combination may also exchange all
or part of such class for a proportionate interest in the class or
classes of related REMIC certificates.  This process may occur
repeatedly.

The classes of REMIC certificates and of exchangeable certificates
that are outstanding on any date and the outstanding principal
balances of these classes will depend upon the aggregate
distributions of principal made to such classes, as well as any
exchanges that have occurred on or prior to such date.  The
aggregate class principal amount of the REMIC Certificates will
be deemed to include the class principal amount of the related
exchangeable certificates issued in the exchange and the class
principal amount of such exchangeable certificates will be deemed
to be zero.  REMIC certificates and the related exchangeable
certificates in the related exchangeable combination may be
exchanged only in the specified proportion that the original
principal balances of such certificates bear to one another.

Holders of exchangeable certificates will be the beneficial owners
of an interest in the related class or classes of REMIC
certificates and will receive a proportionate share, in the
aggregate, of the distributions on those certificates.  With
respect to any distribution date, the aggregate amount of
principal and interest distributable to the exchangeable classes
in an exchangeable combination and the related REMIC certificates
then outstanding on such distribution date will be equal to the
aggregate amount of principal and interest otherwise distributable
to the related REMIC certificates on such distribution date if no
exchangeable certificates were then outstanding.

The trust consists of mortgage loans with a total principal
balance of approximately $$787,316,124.  The mortgage loans
consist of adjustable-rate, conventional, fully amortizing, first
lien residential mortgage loans, substantially all of which have
an original term to stated maturity of 30 years.  The weighted
average loan-to-value ratio at origination of the mortgage loans
is approximately 70.29%, and no mortgage loan had a loan-to-value
ratio at origination exceeding 100%.  The weighted average credit
score of the mortgage loans in the aggregate pool is expected to
be approximately 744.

None of the mortgage loans are "high cost" loans as defined under
any local, state or federal laws.

Wells Fargo Bank, NA (rated 'RMS1' by Fitch) will serve as master
servicer.  U.S. Bank National Association (rated 'AA-/F1+' by
Fitch) will serve as trustee.  JPMorgan Chase Bank, N.A. (rated
'RPS1' by Fitch) will service 78.56% of the mortgage loans.  

No other servicer will service more than 10% of the loans. J.P.
Morgan Acceptance Corporation I, a special purpose corporation,
deposited the loans in the trust which issued the certificates.  
For federal income tax purposes, the trustee will elect to treat
all or portion of the assets of the trust funds as comprising
multiple real estate mortgage investment conduits.


KANDERSTEG INC: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Kandersteg, Inc.
        4242 Carlisle Pike
        Suite 250
        Camp Hill, PA 17011

Bankruptcy Case No.: 07-01682

Type of Business: The Debtor operates 12 stations in 8 states with
                  a fleet of over 300 delivery trucks to provide
                  package delivery services to DHL.  See
                  http://www.kandersteg.us/

Chapter 11 Petition Date: June 1, 2007

Court: Middle District of Pennsylvania (Harrisburg)

Judge: Mary D. France

Debtor's Counsel: Robert E Chernicoff, Esq.
                  Cunningham and Chernicoff, P.C.
                  2320 North Second Street
                  Harrisburg, PA 17110
                  Tel: (717) 238-6570
                  Fax: (717) 238-4809

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

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


KUSHNER-LOCKE: Can Continue Use of JP Morgan's Cash Collateral
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
approved Kushner-Locke Company and its debtor-affiliates to
continue to use JP Morgan Chase Bank fka Chemical Bank's cash
collateral from June 1, 2007 to Nov. 30, 2007.

This is the Debtors' thirteenth cash collateral order.

The Debtors' tells the Court that it will use the cash collateral
in the ordinary course of their business to:

     a. service the library;
     b. generate new postpetition accounts receivables;
     c. collect existing accounts receivable; and
     d. review and analyze creditor claims.

The Debtors explain that the continuance to use JP Morgan's cash
collateral will provide the Debtors the funds needed to prepare a
plan of reorganization and, ultimately, an exit from chapter 11
with a confirmed plan.

As adequate protection, the Debtors granted JP Morgan security
interest in all of their assets, including inventory, receivables,
cash, deposit accounts, copyrights and other general intangibles
and proceeds.

Headquartered in Los Angeles, California, The Kushner-Locke
Company is a low-budget movie production studio.  The Company,
along with its debtor-affiliates filed for chapter 11 protection
on Nov. 21, 2001 (Bankr. C.D. Calif. Case No. 01-44828).  Alan L.
Braunstein, Esq, Christopher M. Condon, Esq., and Kristin M.
McDonough, Esq., at Riemer & Braunstein, LLP, represent the
Debtors in their restructuring efforts.  Jager Smith, Esq.,
and Michael J. Fencer, Esq., at One Financial Center, represent
the Official Committee of Unsecured Creditors.  


LASALLE COMMERCIAL: Fitch Puts Low-B Ratings on Five Cert. Classes
------------------------------------------------------------------
Fitch rates LaSalle Commercial Mortgage Securities, Inc., series
2007-MF5, commercial mortgage pass-through certificates:

    -- $427,242,000 class A 'AAA';
    -- $488,277,330 class X 'AAA';
    -- $9,155,000 class B 'AA';
    -- $13,428,000 class C 'A';
    -- $8,545,000 class D 'BBB+';
    -- $3,052,000 class E 'BBB';
    -- $4,882,000 class F 'BBB-';
    -- $7,325,000 class G 'BB+';
    -- $2,441,000 class H 'BB';
    -- $1,831,000 class J 'BB-';
    -- $1,831,000 class K 'B+';
    -- $1,221,000 class L 'B';
    -- $610,000 class M 'B-';
    -- $6,714,330 class N 'NR'.

All classes are privately placed pursuant to rule 144A of the
Securities Act of 1933.  The certificates represent beneficial
ownership interest in the trust, primary assets of which are 390
fixed- and floating-rate loans having an aggregate principal
balance of approximately $488,277,330 as of the cutoff date.


LEAP WIRELESS: Cricket Prices $350MM Senior Notes Private Offering
------------------------------------------------------------------
Cricket Communications, Inc., Leap Wireless International, Inc.'s
operating subsidiary, has priced a private placement of $350
million in aggregate principal amount of 9.375% unsecured senior
notes due 2014, at an issue price of 106% of the principal amount
of the notes.

The notes will be guaranteed on a senior unsecured basis by Leap
and by each of Leap's and Cricket's existing and future domestic
subsidiaries that guarantees indebtedness of Leap, Cricket or any
subsidiary guarantor.  The closing of the sale of the notes, which
is subject to customary conditions, is expected to occur on
June 6, 2007.

Net proceeds from the offering will be used for general corporate
purposes, including the build-out of new markets.

                     About Leap Wireless

Based in San Diego, California, Leap Wireless International, Inc.,
(NASDAQ:LEAP) -- http://www.leapwireless.com/-- is a customer-   
focused company providing innovative mobile wireless services
targeted to meet the needs of customers under-served
by traditional communications companies.  With the value of
unlimited wireless services as the foundation of its business,
Leap pioneered both the Cricket(R) and Jump(TM) Mobile services.  
Through a variety of low, flat rate, service plans, Cricket
service offers customers a choice of unlimited anytime local voice
minutes, unlimited anytime domestic long distance voice minutes,
unlimited text, instant and picture messaging and additional
value-added services over a high-quality, all-digital CDMA
network.  Designed for the urban youth market, Jump Mobile is a
unique prepaid wireless service that offers customers free
unlimited incoming calls from anywhere with outgoing calls at an
affordable 10 cents per minute and free incoming and outgoing text
messaging.  Both Cricket and Jump Mobile services are offered
without long-term commitments or credit checks.

                         *     *     *

As reported in the Troubled Company Reporter on June 4, 2007,
Standard & Poor's Ratings Services revised the outlook on San
Diego, California-based wireless carrier Leap Wireless
International and all related subsidiaries to positive from
stable, and affirmed its ratings, including the 'B-' corporate
credit rating.  Total debt as of March 31, 2007, was approximately
$2.3 billion on an operating lease-adjusted basis.


LYONDELL CHEMICAL: Fitch to Rate $500 Million Notes at BB-
----------------------------------------------------------
Fitch Ratings expects to assign a 'BB-' rating to Lyondell
Chemical Company's $500 million announced offering of senior
unsecured notes due 2017.  Proceeds from this offering are
expected to fully repay the existing $500 million, 10.875% senior
subordinated notes due 2009.

Fitch has also affirmed Lyondell's other ratings as:

    -- Issuer Default Rating at 'BB-';
    -- Senior secured credit facility and term loan at 'BB+';
    -- Senior secured notes at 'BB+';
    -- Senior unsecured notes at 'BB-';
    -- Debentures at 'BB-';

Additionally, Fitch has affirmed and withdrawn its 'B' rating on
Lyondell's senior subordinated notes.  The Rating Outlook for
Lyondell remains Positive.  Approximately $5 billion of debt is
affected by these actions.

The affirmation of Lyondell's ratings and assignment of 'BB-'
rating to the new senior unsecured notes are supported by the
company's debt reduction efforts, lower average cost of borrowings
and improved financial flexibility.  Lyondell continues to benefit
from multiple operational cash streams as well as cash from the
recent Inorganics sale.  Fitch expects debt reduction will
accelerate in the near-term as the sale of its Inorganics business
was completed in mid-May.  Proceeds from the asset sale are
expected to primarily fund the repayment of Millennium America
Inc.'s remaining $373 million, 9.25% senior notes due 2008,
Equistar Chemicals, LP's $300 million, 10.125% senior notes due
2008 and $300 million, 10.625% senior notes due 2011.

Fitch also continues to expect Lyondell's debt reduction targets
to be met during 2008 and high probability of additional debt
repayment to occur thereafter.  In addition, Lyondell's 'BB-'
Issuer Default Rating incorporates the company's highly integrated
businesses in refining, petrochemicals and performance products.  
Lyondell's size, liquidity and access to capital markets support
the rating.

The Positive Rating Outlook reflects continued relatively
favorable business conditions for the markets Lyondell
participates in, and the expectation that Lyondell and its
subsidiaries will accelerate their debt reduction efforts in the
next year.  Fitch also expects that energy and raw material prices
will continue to be volatile however average prices are expected
to trend lower.  Strong operations from petrochemical and refining
operations are likely to offset more cyclical businesses within
the portfolio.

Lyondell holds leading global positions in propylene oxide and
derivatives, as well as leading North American positions in
ethylene, propylene, polyethylene, aromatics, acetic acid, and
vinyl acetate monomer.  The company also has substantial refining
operations located in Houston, Tex.  The company benefits from
strong technology positions and high barriers to entry in its
major product lines.  Lyondell owns 100% of Equistar; 70.5%
directly and 29.5% indirectly through its wholly owned subsidiary
Millennium.  For the latest three months ending March 31, 2007,
Lyondell and its subsidiaries generated $2.37 billion of EBITDA on
$23.3 billion in sales.


M/I HOMES: Fitch Affirms BB Issuer Default Rating
-------------------------------------------------
Fitch Ratings has affirmed M/I Homes, Inc. (NYSE:MHO):

    -- Issuer Default Rating 'BB';
    -- Senior unsecured debt 'BB';
    -- Unsecured bank credit facility 'BB';
    -- Series A non-cumulative perpetual preferred stock 'B+'.

Fitch's rating affirmation applies to approximately $478.7 million
in senior unsecured debt.  Fitch has also revised MHO's Rating
Outlook to Negative from Stable.

The Outlook revision to Negative for MHO reflects the more
challenging outlook for homebuilders, the current and expected
near term deterioration in certain credit metrics for the company,
and pressures from credit tightening, which particularly affect
the entry level buyer (a targeted customer at M/I Homes), and high
cancellation rates, which add to speculative inventory totals.

The Negative Outlook and ratings take into account MHO's
capitalization and size and still relatively heavy (although
diminishing) exposure to the economically sluggish Midwest
(Columbus, Cincinnati, and Indianapolis).  Although MHO has been
and is currently following an aggressive strategy of paring back
land purchases and is reducing debt, it is at risk of challenging
its interest coverage covenant late this year (and/or in 2008).

The housing sector is in the midst of a meaningful, multi-year
downturn.  MHO has been increasing its sales and marketing
efforts, focusing on reducing speculative inventory (enlarged by
unusually high cancellation rates), reducing its lot supply,
reassessing its land positions, renegotiating option contracts
and, where possible, reducing overhead and direct construction
costs.  During this current downturn MHO, like most builders, has
leveraged the financial flexibility of land options, walking away
from overpriced lots (forfeiting its deposits).  These builders
also have reported meaningful charges associated with write downs
of land values.

Fitch will be monitoring broad housing market trends as well as
company-specific activity, such as land and development spending,
general inventory levels, speculative inventory activity
(including the impact of high cancellation rates on such
activity), gross and net new order activity, and free cash flow
trends.

Historically, MHO's revenues have been internally generated as it
has rarely utilized corporate acquisitions. During the past few
years, MHO stepped up its growth as it channeled more capital into
its non-Midwestern operations, especially Florida and greater
Washington, D.C. Land purchases were $269 million in 2004 and $320
million in 2005.  MHO sharply cut back on land purchases to $165
million in 2006 and is expected to spend significantly less in
2007.

MHO, which was the 21st largest U.S. single-family homebuilder in
2006 as ranked by Builder Magazine, had demonstrated solid margin
enhancement over recent years with homebuilding EBITDA margins
increasing from 6.5% in 1997 to 12.8% in 2005, but slimming to
11.8% (excluding non-recurring real estate charges) in 2006
and 11.2% on a trailing 12 months basis from March 31, 2007.  
Although MHO benefited from strong economic conditions, a degree
of margin enhancement is also attributed to broadened new product
offerings and the maturing of key divisions in Florida and
Metropolitan Washington D.C.  In addition, margins benefited from
purchasing, access to capital and other scale economies that have
been captured by the large national homebuilders in relation to
smaller builders.

These economies, somewhat greater geographic diversification (than
in the past), MHO's presale operating strategy and a return-on-
capital focus provide the framework to soften the margin impact of
declining market conditions in comparison to previous cycles.  Up
until just recently, acquisitions had not played a part in MHO's
operating strategy, as management has preferred to focus on
internal growth.  However, in July 2005 MHO did acquire Shamrock
Homes, a small privately held homebuilder in Lake County, Fla.,
that is adjacent to the greater Orlando market where MHO has been
building since 1985.  Any future acquisitions are likely to be
relatively small, either bolt-on to existing operations or entry
into new
markets.

MHO's inventory turns are moderately below average as compared to
its public peers and had slimmed in recent years as the company
has made a conscious effort to scale up the share of its
communities which it develops (to the advantage of margins).  At
present, MHO develops about 80% of its communities from which
it sells product.  In the future, MHO is likely to be
less focused on land development.   MHO maintains an
approximate 5.3-year supply of total lots controlled,
based on trailing 12 months deliveries, and 4.7 years
of owned land.   Total lots controlled were 20,991 at
March 31, 2007, 88.4% of which are owned, and the
balance is controlled through options.  Inventory/net
debt stood at 2.3 times, providing a buffer against a
further downturn in housing markets.

Year-end homebuilding debt-to-capital rather consistently declined
from 53.7% in 1997 to 15.6% in b2002.  However, leverage rose to
27.9% in 2003, 37.1% in 2004, 44% in 2005 and 49.9% in 2006
(slightly below MHO's leverage target of 50% or less).  The debt
to capital ratio was down to 37.3% by the end of March 2007.  
Total adjusted homebuilding debt to adjusted capital was 42.8% as
of March 31, 2007.  FFO adjusted leverage was 5.3 times at the
conclusion of the March quarter. MHO's off-balance sheet
activities are principally lot options secured by deposits.

Its 26 joint ventures and limited liability companies typically
are unlevered with the exception of three LLCs.  These JVs are
typically limited liability companies that engage in land
development activities for purpose of distributing developed lots
to M/I Homes and its partners in the entities.

MHO maintains a $650 million revolving credit agreement of which
$203.9 million were available at the end of first quarter-2007.  
The credit facility, which matures in October 2010, includes up to
$100 million in letters of credit, and has the ability to increase
the loan capacity up to $1 billion.  In June 2005, MHO sold $50
million of senior notes in a private placement.  The notes were
sold as an add-on to MHO's $150 million of 6.875% senior notes
that were sold in March 2005.  These notes are due April 2012.
In March 2007, MHO issued $100 million of perpetual, non-
cumulative preferred stock that is not callable until March 2012.  
MHO has in the past and may continue to opportunistically
repurchase moderate amounts of its stock.  MHO repurchased $17.9
million in stock during 2006. $6.7 million remains in MHO's
repurchase authorization.


MARIA DELGADO: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Maria Socorro Lopez Delgado
        P.O Box 4952, Suite 309
        Caguas, PR 00726
        Tel: (787) 586-0653

Bankruptcy Case No.: 07-02864

Chapter 11 Petition Date: May 25, 2007

Court: District of Puerto Rico (Old San Juan)

Judge: Gerardo Carlo Altieri

Debtor's Counsel: Jean Philip Gauthier Inesta, Esq.
                  1311 Ponce De Leon Avenue, Suite 601
                  San juan, PR 00907
                  Tel: (787) 725-6625
                  Fax: (787) 725-6624

Total Assets: $1,104,217

Total Debts:    $749,858

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


MEDWAVE INC: Posts $753,003 Net Loss in Quarter Ended March 31
--------------------------------------------------------------
Medwave Inc. reported a net loss of $753,003 on net sales of
$252,327 for the second quarter ended March 31, 2007, compared
with a net loss of $1,103,231 on net sales of $522,109 for the
same period ended March 31, 2006.

The decrease in revenues was due to the discontinuance of certain
product lines.  The decrease in net loss is due to the overall
decrease in total operating expenses.

Cost of sales and production decreased to $275,000 for the current
quarter compared to $393,400 for 2006.  The majority of the
decrease between the three-month periods ended March 31, 2007, and
2006 reflects a decrease in sales of various product lines.  

Research and development expenses decreased to $138,200 from
$239,300 in 2006.  The 2007 decrease primarily relates to a
decrease in outside services and clinical consulting expenses,
which were higher last year due to new product design expenses.

Sales and Marketing decreased to $265,700 in the 2007 quarter from
$520,800 in 2006, primarily due to a decrease in salaries due to
the lay-off of sales personnel and reductions in advertising
services.

General and administrative expenses decreased to $356,300 in the
current quarter from $526,100 in 2006 primarily due to a reduction
in salaries due to the lay-off of administrative personnel.

Interest income was $29,800 and $54,186 for the three months ended
March 31, 2007, and 2006, respectively.

At March 31, 2007, the company's balance sheet showed $3,572,843
in total assets, $704,716 in total liabilities, and $2,868,127 in
total stockholders' equity.

Full-text copies of the company's consolidated financial
statements for the quarter ended March 31, 2007, are available for
free at http://researcharchives.com/t/s?2093

                       Going Concern Doubt

As reported in the Troubled Company Reporter on Jan. 22, 2007,
Carlin, Charron & Rosen LLP, in Westborough, Mass., expressed
substantial doubt about Medwave Inc.'s ability to continue as a
going concern after auditing the company's financial statements
for the year ended Sept. 30, 2006, and 2005.  The auditing firm
pointed to the company's recurring net losses and accumulated
deficit of approximately $34,000,000 at Sept. 30, 2006.

                        About Medwave Inc.

Headquartered in Arden Hills, Minn., Medwave,Inc. (Nasdaq: MDWV)  
-- http://www.mdwv.com/-- develops, manufacturers and distributes   
sensor-based non-invasive blood pressure solutions.
  

MERRILL LYNCH: Fitch Puts Low-B Ratings on $5.1Mil. Certificates
-----------------------------------------------------------------
Fitch rates Merrill Lynch Alternative Note Asset Trust, Series
2007-AF1, residential mortgage pass-through certificates:

    -- $399.0 million classes 1AF-1 - 1AF-12, 2AF-1, 2AF-2, F-IO,
       F-PO, and A-R 'AAA' ('senior certificates');

    -- $11.5 million class MF-1 'AA';

    -- 5.6 million class MF-2 'A';

    -- $4.1 million class MF-3 'BBB';

    -- $2.8 million non-offered class BF-1 'BB';

    -- $2.3 million non-offered class BF-2 'B';

The 'AAA' rating on the senior certificates reflects the 6.60%
subordination provided by the 2.70% MF-1, the 1.30% class MF-2,
the 0.95% class MF-3, the 0.65% non-offered class BF-1, the 0.55%
non-offered class BF-2, and the 0.45% non-offered and non-rated
class BF-3.  Fitch believes the above credit enhancement will
be adequate to support mortgagor defaults, as well as bankruptcy,
fraud, and special hazard losses in limited amounts.  In addition,
the ratings reflect the quality of the mortgage collateral, the
strength of the legal and financial structures, and the
capabilities of Wells Fargo Bank, N.A. as master servicer (rated
'RMS1' by Fitch).

The mortgage pool consists of 1,409 recently originated, fixed --
rate, first lien, one -- to four-family, residential mortgage
loans, a substantial majority of which have original terms to
maturity of 15 or 30 years.  As of the cut-off date (May 1, 2007),
the pool had an aggregate principal balance of approximately
$427,212,996.66.  The average loan balance is $303,203, and the
weighted average original loan-to-value ratio for the mortgage
loans in the pool is approximately 73.44%.  The weighted average
FICO credit score for the pool is approximately 714. Cash-out and
rate/term refinance loans represent 43.52% and 22.11% of the pool,
respectively.  Second and investor-occupied homes account for
3.97% and 9.93% of the pool, respectively. The states that
represent the largest geographic concentration are California
(16.91%), Massachusetts (15.35%), and Florida (9.59%).

The loans were purchased by Merrill Lynch Mortgage Lending, Inc.,
which were subsequently sold to Merrill Lynch Mortgage Investors,
Inc. Merrill Lynch Mortgage Investors, Inc. deposited the loans in
the trust, which issued the certificates, representing undivided
beneficial ownership in the trust.  For federal income tax
purposes, elections will be made to treat the trust as separate
multiple real estate mortgage investment conduits.  HSBC Bank USA,
NationalAssociation, will act as trustee.


MID OCEAN: Fitch Pares Ratings on $31.5 Million Certs. to C
-----------------------------------------------------------
Fitch downgrades three classes and withdraws one class
of notes issued by Mid Ocean CBO 2000-1, Ltd.  These
rating actions are effective immediately:

    -- $137,026,174 class A-1L notes downgraded to 'B-' from 'BB'
       And assigned a distressed recovery rating of 'DR2';

    -- $16,500,000 class A-2 notes downgraded to 'C/DR4' from
       'CCC/DR4';

    -- $15,000,000 class A-2L notes downgraded to 'C/DR4' from
       'CCC/DR4';

    -- $12,500,000 class B-1 notes withdrawn 'WD' from 'C/DR6'.

Mid Ocean is a collateralized debt obligation that closed Jan. 8,
2001 and is managed by Deerfield Capital Management, LLC.  Mid
Ocean exited its reinvestment period in January 2006 and currently
has a portfolio composed of residential mortgage-backed securities
(50.3%), asset-backed securities (22.5%), commercial mortgage-
backed securities (21.4%), and CDOs (5.8%).  Included in this
review, Fitch discussed the current state of the portfolio with
the asset manager and their portfolio management strategy going
forward.  In addition, Fitch conducted cash flow modeling
utilizing various default timing and interest rate scenarios to
measure the breakeven default rates going forward relative to the
minimum cumulative default rates required for the rated
liabilities.

At Fitch's last review in February 2006, Fitch considered
approximately 19.7% of Mid Ocean's assets to be distressed.  Due
to a combination of additional collateral deterioration and the
amortization of performing assets, Mid Ocean's portfolio now
contains about 38.9% of assets that Fitch considers distressed,
with significant principal losses expected on many of these
assets.  As a result, the class A and class B
overcollateralization tests continue to fail, with levels of 98.7%
and 90.7%, respectively, versus triggers of 105% and 101%,
respectively as of the May 2, 2007 trustee report.  However, these
OC test results do not fully incorporate the expected losses on
the portfolio and therefore may understate the severity of the
undercollateralization.

Due to the poor collateral performance and substantial interest
rate swap costs, the portfolio is not generating sufficient
interest proceeds to fully cover the interest obligations on Mid
Ocean's liabilities. Principal proceeds are currently being
utilized to satisfy interest payments on the class A-2 & class
A-2L notes.  Although this principal diversion has been occurring
sporadically and in relatively small amounts since October 2005,
over $324,000 of principal was used for this purpose at the last
payment date in April 2007.  Fitch expects significant principal
diversions to continue in the future, further reducing the amount
of principal coverage for the notes.

Fitch projects that the expected losses within the portfolio and
the continued use of principal proceeds to pay interest will
likely lead to some principal impairment for the class A-1L notes,
and total principal losses on the class A-2, A-2L, and B-1 notes.  
The class A-2 and A-2L notes should continue to receive interest
payments for the immediate future.  The class B-1 notes have not
received any payments since January 2005, and are not expected to
receive any future payments.

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


MORGAN STANLEY: Fitch Holds C Rating on $406,100 Class H Loan
-------------------------------------------------------------
Fitch Ratings has affirmed Morgan Stanley series 1997-XL1:

     -- $44.3 million class A-3 at 'AAA';
     -- $22.6 million class B at 'AAA';
     -- $22.6 million class C at 'AAA';
     -- $45.3 million class D at 'AAA';
     -- $45.3 million class E at 'AAA';
     -- $41.5 million class F at 'AA';
     -- Interest Only class X at 'AAA'.
     -- $26.4 million class G remains at 'CCC/DR2';
     -- $406,100 class H remains at 'C DR6'.

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

The Fashion Mall of Indianapolis loan was repaid in December 2006,
reducing the balance of the transaction to $248.5 million, a
decline of 67.1% since issuance.  The collateral now consists of
two fully defeased loans ( 81.6% ) and the loan on The
Intercontinental Hotel in Dallas, Tex., (18.4%).  The
Intercontinental Hotel, while performing below expectations at
issuance, has continued to show improved performance year over
year for the past three years.  Servicer reported average
occupancy at year-end 2006 was 65.4% as compared to 57.1% in 2005
and 49.3% in 2004.  Based on YE 2006 Fitch stressed net cash flow,
the debt service coverage ratio for the property was 1.37 times as
compared to 1.65x at issuance.  Fitch anticipates the hotel will
continue to improve, but the loan is still considered below
investment grade.

Interest shortfalls of $795.1 thousand have been incurred by Class
H due to the disposition of two real estate owned properties.  
They are not expected to be recovered.


MORGUARD REAL: DBRS Confirms Issuer Rating at BB (high)
-------------------------------------------------------
Dominion Bond Rating Service has confirmed the Issuer Rating
of Morguard Real Estate Investment Trust at BB (high) with a
Stable trend as the Trust continues to rebalance its portfolio
composition with the sale of the Trust's industrial properties
and a focus on acquiring high-quality assets.

In fourth quarter 2006, the Trust acquired, in partnership with a
major Canadian pension fund, a Class A office portfolio located
in downtown Ottawa for $210 million.  The three office properties
comprising 600,000 square feet are currently 99% occupied with 76%
leased to government tenants under long-term leases. Going
forward, DBRS expects this to enhance Morguard's cash flow
stability and portfolio metrics.

These are the current rating category takes into consideration:

   1. Morguard's credit metrics remain reasonable with a debt-to-
      gross-book-value ratio of 54% as at first quater 2007 and an
      EBITDA coverage of 2.23 times for the 12 months ended March
      31, 2007.  While Morguard's interest coverage has mainly
      benefited from the elimination of approximately $3.2 million
      in interest expense associated with the convertible   
      debenture redemption, this metric remains at the lower end
      of the range compared to other DBRS-rated REITs with similar
      credit profiles.  In 2007, DBRS expects Morguard's debt
      levels to remain near current levels with no meaningful
      financing or planned acquisitions in the near term.

   2. The Trust has exposure to the individual performance of five
      enclosed shopping centres, which collectively represent 32%
      of the total leasable area.

   3. Morguard is vulnerable to the potential closures of The Bay,
      Zellers and Sears department stores as these tenants are key
      anchors at a majority of the Trust's enclosed shopping
      centres.  Compared with larger regional malls located in
      primary markets, DBRS believes that Morguard's mid-market
      shopping centres in the size range of 200 thousand to 500
      thousand square feet are more susceptible to a loss of one
      of these anchors and could have a difficult time re-
      configuring or re-leasing the space to replacement tenants.  
      This could also have a significant impact on ancillary   
      tenants, resulting in a much broader impact on Morguard's
      cash flow levels than would be suggested by the 7.2% of
      total basic revenue these tenants currently represent on a
      combined basis.

Despite those concerns, DBRS expects Morguard to continue to
perform reasonably well throughout 2007, and the rating continues
to be supported by the following factors, which are the basis of
the confirmation:

   1. Morguard's portfolio is underpinned by a stable retail
      portfolio that comprises community/neighbourhood shopping
      centres and enclosed shopping centres, including two large
      regional shopping centres.

   2. Morguard's portfolio is diversified by asset class with the
      retail segment contributing 67% of net operating income
      followed by office and industrial.

   3. Morguard's portfolio metrics remain stable with consistent
      occupancy levels in the mid- to low-90% range across each
      asset segment.  In addition, the Trust experienced good
      same-portfolio net operating income growth in its office
      portfolio, supported by strong leasing conditions in Western
      Canada.

In 2007, Morguard will likely only achieve modest growth in cash
flow, mainly from full-year cash flow from recent acquisitions.  
Underlying support to cash flow stability will likely be provided
by a reasonable lease profile and good operating conditions.


MTI TECHNOLOGY: Nasdaq Delists Securities Effective June 1
----------------------------------------------------------
MTI Technology Corporation has received notification that the
NASDAQ Listing Qualifications Panel has determined to delist the
company's securities, effective June 1, 2007.  This delisting is a
result of the company's failure to meet the minimum stockholders'
equity requirement for continued listing.
    
The company has been advised that its securities are immediately
eligible for quotation on the Pink Sheets, an electronic quotation
service for securities traded over-the-counter, effective with the
open of business on June 1, 2007.  The company's common stock may,
in the future, also be quoted on the Over-the-Counter Bulletin
Board maintained by the NASD, provided that a market maker in the
common stock files the appropriate application with, and such
application is cleared by, the NASD.

The company anticipates disclosing further trading venue
information for its common stock once such information becomes
available.

Headquartered in New York City, -- http://www.pinksheets.com--  
Pink Sheets LLC provides broker-dealers, issuers and investors
with electronic and print products and information services
designed to improve the transparency of the Over-the-Counter
markets.  The products are designed to increase the efficiency of
OTC markets, leading to greater liquidity and investor interest in
OTC securities.  Pink Sheets centralized information network is a
source of competitive market maker quotations, historical prices
and corporate information about OTC issues and issuers.  Pink
Sheets is neither an SEC-Registered Stock Exchange nor a NASD
Broker/Dealer.  Pink Sheets LLC is a privately owned company.
    
The OTC Bulletin Board -- http://www.otcbb.com/-- is a regulated  
quotation service that displays real-time quotes, last-sale
prices, and volume information in OTC equity securities.  An OTC
equity security generally is any equity that is not listed or
traded on NASDAQ or a national securities exchange.  OTCBB
securities include national, regional, and foreign equity issues,
warrants, units, ADRs, and Direct Participation Programs (DPPs).

                        About MTI Technology

MTI Technology Corporation (Nasdaq: MTIC) -- http://www.mti.com/-
- is a multi-national provider of professional services and
comprehensive data storage solutions for mid to large-size
organizations.  As a strategic partner of EMC (NYSE:EMC), MTI
offers the best data storage, protection and management solutions
available.  MTI currently serves more than 3,000 customers
throughout North America and Europe.

MTI Technology's balance sheet at Dec. 31, 2006, showed total
assets of $78,134,000 and total liabilities of $85,559,000
resulting to a total stockholders' deficit of $7,425,000.


NARROWSTEP INC: Losses Spurs Auditor's Going Concern Opinion
------------------------------------------------------------
Rothstein, Kass & Company, P.C., of Roseland, N.J., expressed
substantial doubt about Narrowstep, Inc.'s ability to continue as
a going concern after auditing the company's financial statements
for the year ended Feb. 28, 2007.  The auditing firm noted that
the company had significant losses from operations, had an
accumulated deficit.  Rothstein also said that the company
utilized a significant amount of cash from operations, which
requires additional financing to fund future operations.

The company posted a $7,061,474 net loss on $6,008,835 revenue for
the year ended Feb. 28, 2007, as compared with a $4,289,777 net
loss on $2,706,262 revenue in the prior year.

For the year ended Feb. 28, 2007, the company's total operating
expenses increased to $13,178,778 on $6,975,249 in the prior year
and operating loss also increased to $7,169,943 from $4,268,987 in
the prior year.

Net cash used in operating activities increased to $4,477,842 for
the year ended Feb. 28, 2007, from $2,694,008 in the prior year.  
The company had $1,363,285 in net cash provided by financing
activities and $2,726,525 in net cash provided in investing
activities.  Net cash provided by financing activities decreased
to $1,363,285 for the year ended Feb. 28, 2007, from $7,585,151 in
the prior year.

At Feb. 28, 2007, the company's balance sheet showed $3,586,478
total assets and $2,546,403 total liabilities, resulting in
$1,040,075 stockholders' equity.  The company also had strained
liquidity in its balance sheet with $2,202,841 total current
assets and $2,410,933 total current liabilities.

A full-text copy of the company's 2006 annual report is available
for free at http://researcharchives.com/t/s?207c/

                         About Narrowstep Inc

Headquartered in London, England, Narrowstep, Inc. -- (OTCBB:
NRWS) -- http://www.narrowstep.com/-- provides internet-based  
video content delivery.  Narrowstep's product and service
offerings enable customers to distribute channels of video-based
content and provide related services over the internet.  The
Narrowstep system, TelVOS(TM), enables comprehensive delivery of
video content and television-like programming to mobile, wireless,
Internet, broadband and broadcast services.  The Narrowstep system
enables owners and users of video content to reach audiences by
"narrowcasting" - targeting delivery of specific content to
interested groups.  Narrowstep provides services to clients in the
United Kingdom, the United States, and various other countries
throughout the world, including Germany, Sweden and the
Netherlands.


OUR LADY OF MERCY: Committee Hires Alvarez & Marsal as Fin. Advsr.
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors of the Our Lady of
Mercy Medical Center obtained authority from the U.S. Bankruptcy
Court for the Southern District of New York to employ Alvarez and
Marsal Healthcare Industry Group LLC as their financial advisor.

Alvarez and Marsal is expected to:

   a) review and evaluate the current and prospective financial
      and operational condition of the Debtors, including:
   
        1) cash receipts and disbursement forecasts;
      
        2) various plans of reorganization that may be considered
           or pursued by the Debtors;

        3) appraisals of assets prepared by the Debtors;

        4) assets and liabilities.

   b) assist the committee in evaluating DIP or other financings
      for the Debtors;

   c) assist the committee in analyzing and evaluating potential
      transactions or other plans and effort to sell assets,
      recapitalize or reorganize the Debtors;

   d) assist the committee and its counsel in evaluating and
      responding to various developments or motions during the
      course of the Debtors' chapter 11 cases including providing
      expert testimony;

   e) represent or assist the committee's counsel in representing
      the committee in negotiations with the Debtors and third
      parties; and

   f) provide other services requested by the committee in
      relation to the Debtors' cases.

Ronald Winters, Managing Director Of Alvarez And Marsal Healthcare
Industry Group LLC tells the court of the firm's professional
hourly rates:

   Professional                     Hourly Rates
   ------------                     ------------
   Managing Directors               $525 - $650
   Directors                        $425 - $500
   Associates                       $325 - $400
   Analysts                         $200 - $300

The current hourly rate of Alvarez and Marsal are subject to a
cumulative cap of $38,700 for the month of March 2007, plus
$75,000 for each calendar month during the term of the engagement.

Mr. Winters assures the court that the firm is "disinterested" as
that term is defined in Section 101(14) of the bankruptcy code.

Based in Bronx, New York, Our Lady of Mercy Medical Center
-- http://www.olmhs.org/-- provides health care services.  The      
medical center is a member of the Montefiore Health System and is
a University affiliate of New York Medical College.  The company
and its debtor-affiliate, O.L.M. Parking Corporation, sought
chapter 11 protection on March 8, 2007 (Bankr. S.D.N.Y.
Case Nos. 07-10609 and 07-10610).  Frank A. Oswald, Esq. at Togut,
Segal & Segal LLP, represents the Debtors in their restructuring
efforts.  When the Debtors filed for protection from their
creditors, they listed total assets of $91 million and total
liabilities of $151 million.


PATIENT PORTAL: Walden Certified Raises Going Concern Doubt
-----------------------------------------------------------
Walden Certified Public Accountant, P.A., of Sunny Isles, Fla.,
expressed substantial doubt about Patient Portal Technologies,
Inc.'s ability to continue as a going concern after auditing the
company's financial statements for the year ended Dec. 31, 2007.  
The auditing firm pointed to the company's recurring losses from
operations and net capital deficit.

The company posted a $401,408 net loss on $13,575 revenue for the
year ended Dec. 31, 2006, as compared with a $130,653 net loss on
zero revenue in the prior year.

At Dec. 31, 2006, the company's balance sheet showed $1,102,680
total assets and $384,703 total liabilities, resulting to $717,977
stockholders' equity.  The company also had $354,311 working
capital deficit from $$30,392 total current assets and $384,702
total current liabilities.

A full-text copy of the company's 2006 annual report is available
for free at http://researcharchives.com/t/s?207d

                       About Patient Portal

Based in Palm Beach Gardens, Fla., Patient Portal Technologies,
Inc. -- http://www.patientportal.com/-- provides integrated  
workflow solutions in the healthcare industry.  The company's
proprietary systems is developed in close coordination with
hospital industry partners to provide multi-layer functionality
across a wide spectrum of critical patient-centric workflows that
result in immediate improvements in cost savings, patient
outcomes, and revenue growth for hospitals.


PETER LAFURIA: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Peter Raymond LaFuria, M.D.
        17 River Lane
        Lake Charles, LA 70605

Bankruptcy Case No.: 07-20346

Chapter 11 Petition Date: May 25, 2007

Court: Western District of Louisiana (Lake Charles)

Judge: Robert Summerhays

Debtor's Counsel: Michael A. Crawford, Esq.
                  Taylor, Porter, Brooks & Phillips, L.L.P.
                  P.O. 2471
                  Baton Rouge, LA 70821
                  Tel: (225) 381-0201

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

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


PHH MORTGAGE: Fitch Puts B Rating on $240,829 Class B-5 Certs.
--------------------------------------------------------------
PHH Mortgage Capital LLC mortgage pass-through certificates,
series 2007-3, are rated by Fitch:

    -- $150,919,697 classes A-1, A-2, A-3, R-I, and R-II (publicly
       offered senior certificates) and A-4 (privately offered
       senior certificate) 'AAA';

    -- $7,064,326 privately offered class B-1 'AA';

    -- $1,043,594 privately offered class B-2 'A';

    -- $561,935 publicly offered class B-3 'BBB';

    -- $401,382 privately offered class B-4 'BB';

    -- $240,829 privately offered class B-5 'B'.

The 'AAA' rating on the senior certificates reflects the 6.00%
subordination provided by the 4.40% privately offered class B-1,
0.65% privately offered class B-2, 0.35% publicly offered class B-
3, 0.25% privately offered class B-4, 0.15% privately offered
class B-5, and 0.20% privately offered class B-6 (which is not
rated by Fitch).  Fitch believes the above credit enhancement will
be adequate to support mortgagor defaults as well as bankruptcy,
fraud and special hazard losses in limited amounts.  In addition,
the ratings also reflect the quality of the underlying mortgage
collateral, strength of the legal and financial structures, and
the servicing capabilities of PHH Mortgage Corporation, which is
rated 'RPS1-' by Fitch.

The certificates represent ownership in a trust fund, which
consists primarily of 243 one- to four-family conventional, fixed-
rate mortgage loans secured by first liens on residential mortgage
properties.  As of the cut-off date (May 1, 2007), the mortgage
pool has an aggregate principal balance of approximately
$160,552,870, a weighted average original loan-to-value ratio of
70.23%, a weighted average coupon of 6.22%, a weighted average
remaining term of 355 months, and an average balance of $660,711.  
The loans are primarily located in California (25.69%), New Jersey
(10.61%) and New York (10.12%).

William J. Mayer Securities, LLC acted as Agent for PHH Mortgage,
structuring and underwriting this deal.  Citibank N.A. will serve
as Trustee.  For federal income tax purposes, an election will be
made to treat the trust fund as two real estate mortgage
investment
conduits.


PRIMEDIA INC: Board Approves Special Bonuses to Executive Officers
------------------------------------------------------------------
The Compensation Committee of the Board of Directors of PRIMEDIA
Inc.  and the Nominating and Corporate Governance Committee of the
Board of Directors and the Board of Directors of the Company, have
approved the special bonuses to be paid by the company to the
respective named executive officers.

Dean B. Nelson, Chairman of the Board of Directors, President and
Chief Executive Officer will receive a sale bonus of $1,000,000;   
Kevin J. Neary, Senior Vice President, Chief Financial Officer,
will receive a sale bonus of $555,800 and a retention bonus of
$250,000; and Steven Parr, Senior Vice President, President of
PEM, will also receive a sale bonus of $1,845,300 and a retention
bonus of $500,000.

Each of the named executive officers will be entitled to the sale
bonuses set forth above if such officer remains employed by the
Company through closing of the Sale or if such officer's
employment is terminated without cause prior to the closing of the
Sale.  The sale bonus payable to Mr. Nelson was awarded in
connection with the proposed Sale and the transition of the
company's operations and management to Atlanta, Georgia.  The sale
bonuses payable to Messrs. Neary and Parr were awarded in
connection with the proposed Sale and were determined pursuant to
a formula based on the sale price of $1,177,900,000.  In addition,
each of Messrs. Neary and Parr will be entitled to a separate
retention bonus set forth above if they remain employed by the
successor company to PEM for nine months following the closing of
the Sale or if such officer's employment is terminated without
cause prior to the closing of the Sale.


                        About PRIMEDIA Inc.

PRIMEDIA Inc. (NYSE: PRM) -- http://www.primedia.com/-- is the    
parent company of Consumer Source Inc., a publisher and  
distributor of free consumer guides in the U.S. with Apartment  
Guide, Auto Guide, and New Home Guide, distributing free consumer  
publications through its proprietary distribution network,  
DistribuTech, in more than 60,000 locations.  Consumer Source owns  
and operates leading websites including ApartmentGuide.com,  
AutoGuide.com, NewHomeGuide.com; and America's largest online  
single unit rental property business, comprised of RentClicks.com,  
RentalHouses.com, HomeRentalAds.com, and Rentals.com.

                          *     *     *

Primedia Inc. carries Moody's Investor Service's 'B2' Senior  
Secured Debt and Corporate Family Ratings effective Sept. 30,  
2005.  


QUEBECOR MEDIA: Stock Buyout Cues DBRS to Review Ratings
--------------------------------------------------------
Dominion Bond Rating Service has placed the Secured Debt BB (low)
rating and the Senior Notes & Senior Discount B (high) rating of
Quebecor Media Inc.  Under Review with Developing Implications
after the company announced late yesterday that it has entered
into an agreement with Osprey Media Income Fund to acquire all
of the outstanding units of Osprey for $7.25 per unit in cash for
a total of $355.5 million.  Including Osprey's current net debt
outstanding, this values Osprey at roughly $517 million or just
below 10x EBITDA for the last 12 months.

QMI is expected to fund this transaction, including the redemption
of Osprey's current net debt of roughly $161.4 million, with new
debt at the QMI holding-company level.  The transaction has
been approved by Osprey's board but remains subject to certain
conditions.  DBRS notes that should this be approved by
unitholders, QMI and Osprey expect the transaction to close in
the August 2007.

DBRS notes that this acquisition is complementary to QMI's
existing operating companies and would give it additional
diversification and ownership of another stable cash-generating
business.  Osprey's stability comes from its portfolio of more
than 50 daily and non-daily newspapers along with its magazine and
insert operations.  While DBRS expects leverage to increase on
a consolidated basis, the Company has benefited from reduced
leverage in recent years as a result of the solid performance
of its wholly owned subsidiaries, Videotron Ltee and Sun Media
Corporation.

Furthermore, DBRS believes that this acquisition will not have an
impact on the ratings of Videotron Ltee and Sun Media Corporation
as Osprey is expected to, at least initially, be a separate,
wholly owned operating subsidiary whose free cash flow should
cover the additional debt at QMI.

DBRS expects to focus its review on:

   1. The business risk profile of QMI's operating companies
      including Osprey;

   2. The financing of this transaction;

   3. Leverage and free cash flow at QMI's operating companies
      and their ability to service the roughly $1.6 billion of
      total debt at QMI.

   4. The company's final plans regarding where Osprey is to be
      held in its corporate structure, with the potential that
      Osprey could ultimately be amalgamated with QMI's Sun Media
      Corporation operations.


RELIANT ENERGY: Fitch Rates Planned $1.25-Billion Notes at B+
-------------------------------------------------------------
Fitch Ratings expects to assign a 'B+/RR2' rating to Reliant
Energy, Inc.'s planned $1.25 billion issuance of senior unsecured
notes.  Fitch currently assigns a 'B' Issuer Default Rating to
Reliant with a Stable Rating Outlook.  The 'RR2' Recovery Rating
indicates superior recovery prospects, 71% to 90% of principal,
in the event of a default.

The expected 'B+' senior unsecured rating is based on Fitch's
recently updated RR analysis which resulted in these rating
actions:

    -- Issuer Default Rating affirmed at 'B';

    -- Senior secured debt upgraded to 'BB/RR1' from 'BB-/RR2';

    -- Senior subordinated convertible notes affirmed at 'B/RR4'
       and simultaneously withdrawn.

The Rating Outlook is Stable.

In the planned transactions, Reliant will use cash on hand of
approximately $355 million and proceeds from the new debt to fund
the tender offer for $1.1 billion of 9.25% and 9.5% senior secured
notes and repay its $400 million secured term loan.  In addition,
Reliant plans to replace its existing revolving credit facility
and pre-funded letter of credit facilities with smaller facilities
of $500 million and $250 million, respectively.

The upgrade of the senior secured debt was based on an updated RR
analysis.  Higher forward wholesale market prices have increased
valuations for Reliant's merchant generation portfolio.  Fitch's
recent affirmation of Reliant's IDR reflects the uncertainty
of operating cash flows generated by an unhedged merchant
portfolio and a retail business facing increased competition.  
Reliant's challenge is to maintain stable retail margins with the
expiration of price-to-beat in Texas.  A substantial decline in
retail margins and/or a decrease in customer retention could lead
to a negative rating action.


RESIDENTIAL ACCREDIT: Fitch Puts Low-B Ratings on $7.2MM Certs.
--------------------------------------------------------------
Fitch rates Residential Accredit Loans, Inc. mortgage pass-through
certificates, series 2007-QS7:

     -- $753,085,158 classes I-A-1 through I-A-9, II-A-1, II-A-2,
        I-A-P, I-A-V, R-I, R-II, R-III and P certificates (senior        
        certificates) 'AAA';

     -- $24,903,300 class M-1 'AA';

     -- $8,434,600 class M-2 'A';

     -- $6,426,300 class M-3 'BBB'.

In addition, the following privately offered subordinate
certificates are rated by Fitch as:

     -- $4,016,500 class B-1 'BB';
     -- $3,213,100 class B-2 'B';

The $3,213,247 class B-3 is not rated by Fitch.

The 'AAA' rating on the senior certificates reflects the 6.25%
subordination provided by the 3.10% class M-1, the 1.05% class M-
2, the 0.80% class M-3, the privately offered 0.50% class B-1, the
0.40% privately offered class B-2 and the 0.40% privately offered
class B-3. Fitch believes the above credit enhancement will be
adequate to support mortgagor defaults as well as bankruptcy,
fraud and special hazard losses in limited amounts.  In addition,
the ratings reflect the quality of the mortgage collateral,
strength of the legal and financial structures, and Residential
Funding Corp.'s servicing capabilities (rated 'RMS1' by Fitch) as
master servicer.

As of the cut-off date, May 1, 2007, the mortgage pool consists of
3,375 conventional, fully amortizing, 30-year fixed-rate, mortgage
loans secured by first liens on one- to four-family residential
properties with an aggregate principal balance of $803,292,207.
The mortgage pool has a weighted average original loan-to-value
ratio of 74.10%.  The pool has a weighted average FICO score of
703, and approximately 32.66% and 15.42% of the mortgage loans
possess FICO scores greater than or equal to 720 and less than
660, respectively.  Equity refinance loans account for 34.62%, and
second homes account for 2.32%.  The average loan balance of the
loans in the pool is $238,195. The three states that represent the
largest portion of the loans in the pool are California (12.72%),
Florida (10.79%) and Washington (6.51%).

All of the mortgage loans were purchased by the depositor through
its affiliate, Residential Funding, from unaffiliated sellers,
except in the case of approximately 63.0% of the mortgage loans,
which were purchased by the depositor through its affiliate,
Residential Funding, from Homecomings Financial, LLC, a wholly-
owned subsidiary of Residential Funding, and approximately 0.1% of
the mortgage loans, which were purchased by the depositor through
its affiliate, Residential Funding, from GMAC Mortgage, LLC, an
affiliate of Residential Funding.  Except as described in the
preceding sentence, no unaffiliated seller sold more than 8.7% of
the mortgage loans to Residential Funding.  Approximately 79.5% of
the mortgage loans are being subserviced by Homecomings, a wholly-
owned subsidiary of Residential Funding, approximately 4.4% of the
mortgage loans are being subserviced by GMAC Mortgage, LLC, an
affiliate of Residential Funding.

None of the mortgage loans were subject to the Home Ownership and
Equity Protection Act of 1994.  Furthermore, none of the mortgage
loans are loans that, under applicable state or local law in
effect at the time of origination of the loan are referred to as
(1) 'high-cost' or 'covered' loans or (2) any other similar
designation if the law imposes greater restrictions or additional
legal liability for residential mortgage loans with high interest
rates, points and/or fees.  

The mortgage loans were originated under GMAC-RFC's Expanded
Criteria Mortgage Program (Alt-A program).  Alt-A program loans
are often marked by one or more of the following attributes: a
non-owner-occupied property; the absence of income verification;
or a loan-to-value ratio or debt service/income ratio that is
higher than other guidelines permit.  In analyzing the collateral
pool, Fitch adjusted its frequency of foreclosure and loss
assumptions to account for the presence of these attributes.

Deutsche Bank Trust Company Americas will serve as trustee.  RALI,
a special purpose corporation, deposited the loans in the trust,
which issued the certificates.  For federal income tax purposes,
an election will be made to treat the trust fund as two
separate real estate mortgage investment conduit.


RESIDENTIAL ASSET: S&P Lowers Ratings on Two Certificates
---------------------------------------------------------
Fitch Ratings has taken rating actions on these Residential Asset
Securities Corp. issues:

2004-KS1 Group 1:

    -- Class A affirmed at 'AAA';
    -- Class M-I-1 affirmed at 'AA';
    -- Class M-I-2 affirmed at 'A';
    -- Class M-I-3 affirmed at 'BBB'.

2004-KS1 Pools 2 & 3:

    -- Class M-II-1 affirmed at 'AA';
    -- Class M-II-2 affirmed at 'A+';
    -- Class M-II-3 affirmed at 'BBB'.

2004-KS2 Group 1:

    -- Class A affirmed at 'AAA';
    -- Class M-I-1 affirmed at 'AA';
    -- Class M-I-2 affirmed at 'A';
    -- Class M-I-3 affirmed at 'BBB'.

2004-KS2 Pools 2 & 3:

    -- Class M-II-1 affirmed at 'AA';
    -- Class M-II-2 affirmed at 'A+';
    -- Class M-II-3 affirmed at 'BBB'.

2004-KS3 Group 1:

    -- Class A affirmed at 'AAA';
    -- Class M-I-1 affirmed at 'AA';
    -- Class M-I-2 affirmed at 'A';
    -- Class M-I-3 affirmed at 'BBB'.

2004-KS3 Pools 2 & 3:

    -- Class M-II-1 affirmed at 'AA';
    -- Class M-II-2 affirmed at 'A+';
    -- Class M-II-3 affirmed at 'BBB'.

2004-KS5 Group 1:

    -- Class A affirmed at 'AAA';
    -- Class M-I-1 affirmed at 'AA';
    -- Class M-I-2 affirmed at 'A';
    -- Class M-I-3 affirmed at 'BBB'.

2004-KS5 Pools 2 & 3:

    -- Class M-II-1 affirmed at 'AA';
    -- Class M-II-2 affirmed at 'A';
    -- Class M-II-3 affirmed at 'BBB'.

2004-KS6 Group 1:

    -- Class A affirmed at 'AAA';
    -- Class M-I-1 affirmed at 'AA';
    -- Class M-I-2 affirmed at 'A';
    -- Class M-I-3 affirmed at 'BBB'.

2004-KS6 2-3:

    -- Class A affirmed at 'AAA';
    -- Class M-II-1 affirmed at 'AA';
    -- Class M-II-2 affirmed at 'A';
    -- Class M-II-3 affirmed at 'BBB'.

2004-KS8 Group 1:

    -- Class A affirmed at 'AAA';
    -- Class M-I-1 affirmed at 'AA';
    -- Class M-I-2 affirmed at 'A';
    -- Class M-I-3 affirmed at 'BBB'.

2004-KS8 Group 2:

    -- Class A affirmed at 'AAA';
    -- Class M-II-1 affirmed at 'AA';
    -- Class M-II-2 affirmed at 'A';
    -- Class M-II-3 affirmed at 'BBB'.

2004-KS11:

    -- Class A affirmed at 'AAA';
    -- Class M-1 affirmed at 'AA';
    -- Class M-2 affirmed at 'A';
    -- Class M-3 affirmed at 'A-';
    -- Class M-4 affirmed at 'BBB+';
    -- Class M-5 affirmed at 'BBB';
    -- Class M-6 affirmed at 'BBB-';
    -- Class B affirmed at 'BB+'.

2004-KS12:

    -- Class A affirmed at 'AAA';
    -- Class M-1 affirmed at 'AA';
    -- Class M-2 affirmed at 'A';
    -- Class M-3 affirmed at 'A-';
    -- Class M-4 affirmed at 'BBB+';
    -- Class M-5 affirmed at 'BBB';
    -- Class M-6 affirmed at 'BBB-';
    -- Class B affirmed at 'BB+'.

2005-KS1:

    -- Class A affirmed at 'AAA';
    -- Class M-1 affirmed at 'AA+';
    -- Class M-2 affirmed at 'A+';
    -- Class M-3 affirmed at 'A';
    -- Class M-4 affirmed at 'A-';
    -- Class M-5 affirmed at 'BBB';
    -- Class M-6 affirmed at 'BBB-';
    -- Class B affirmed at 'BB+'.

2005-KS2 POOLS 1 & 2:

    -- Class A affirmed at 'AAA';
    -- Class M-1 affirmed at 'AA+';
    -- Class M-2 affirmed at 'A+';
    -- Class M-3 affirmed at 'A';
    -- Class M-4 affirmed at 'BBB+';
    -- Class M-5 affirmed at 'BBB';
    -- Class M-6 affirmed at 'BBB-';
    -- Class B affirmed at 'BB+'.

2005-KS4:

    -- Class A affirmed at 'AAA';
    -- Class M-1 affirmed at 'AA';
    -- Class M-2 affirmed at 'AA-';
    -- Class M-3 affirmed at 'A';
    -- Class M-4 affirmed at 'A';
    -- Class M-5 affirmed at 'BBB+';
    -- Class M-6 affirmed at 'BBB';
    -- Class M-7 affirmed at 'BBB';
    -- Class B-1 affirmed at 'BB+'.

2005-KS6:

    -- Class A affirmed at 'AAA';
    -- Class M-1 affirmed at 'AA+';
    -- Class M-2 affirmed at 'AA+';
    -- Class M-3 affirmed at 'AA';
    -- Class M-4 affirmed at 'AA-';
    -- Class M-5 affirmed at 'A+';
    -- Class M-6 affirmed at 'A';
    -- Class M-7 affirmed at 'A';
    -- Class M-8 affirmed at 'BBB+';
    -- Class M-9 affirmed at 'BBB';
    -- Class M-10, rated 'BBB'; placed on Rating Watch Negative
    -- Class M-11, rated 'BBB-'; placed on Rating Watch Negative
    -- Class B-1 downgraded to 'BB' from 'BB+';
    -- Class B-2 downgraded to 'BB-' from 'BB'.

2005-KS7

    -- Class A affirmed at 'AAA';
    -- Class M-1 affirmed at 'AA+';
    -- Class M-2 affirmed at 'AA+';
    -- Class M-3 affirmed at 'AA+';
    -- Class M-4 affirmed at 'AA';
    -- Class M-5 affirmed at 'AA-';
    -- Class M-6 affirmed at 'A+';
    -- Class M-7 affirmed at 'A';
    -- Class M-8 affirmed at 'A-';
    -- Class M-9 affirmed at 'BBB+';
    -- Class M-10 affirmed at 'BBB'.

2006-KS6

    -- Class A affirmed at 'AAA';
    -- Class M-1 affirmed at 'AA+';
    -- Class M-2 affirmed at 'AA+';
    -- Class M-3 affirmed at 'AA';
    -- Class M-4 affirmed at 'AA-';
    -- Class M-5 affirmed at 'A+';
    -- Class M-6 affirmed at 'A';
    -- Class M-7 affirmed at 'A-';
    -- Class M-8 affirmed at 'BBB+';
    -- Class M-9 affirmed at 'BBB';
    -- Class B affirmed at 'BBB-'.

2006-KS7

    -- Class A affirmed at 'AAA';
    -- Class M-1 affirmed at 'AA+';
    -- Class M-2 affirmed at 'AA';
    -- Class M-3 affirmed at 'AA-';
    -- Class M-4 affirmed at 'A+';
    -- Class M-5 affirmed at 'A';
    -- Class M-6 affirmed at 'A-';
    -- Class M-7 affirmed at 'BBB+';
    -- Class M-8 affirmed at 'BBB';
    -- Class M-9 affirmed at 'BBB-'.

2006-KS8

    -- Class A affirmed at 'AAA';
    -- Class M-1 affirmed at 'AA+';
    -- Class M-2 affirmed at 'AA';
    -- Class M-3 affirmed at 'AA-';
    -- Class M-4 affirmed at 'A+';
    -- Class M-5 affirmed at 'A';
    -- Class M-6 affirmed at 'A-';
    -- Class M-7 affirmed at 'BBB+';
    -- Class M-8 affirmed at 'BBB';
    -- Class M-9 affirmed at 'BBB-'.

2006-KS9

    -- Class A affirmed at 'AAA';
    -- Class M-1S affirmed at 'AA+';
    -- Class M-2S affirmed at 'AA';
    -- Class M-3S affirmed at 'AA-';
    -- Class M-4 affirmed at 'A+';
    -- Class M-5 affirmed at 'A';
    -- Class M-6 affirmed at 'A-';
    -- Class M-7 affirmed at 'BBB+';
    -- Class M-8 affirmed at 'BBB';
    -- Class M-9 affirmed at 'BBB-'.

The affirmations, affecting approximately $4.76 billion of the
outstanding balances, are taken due to a satisfactory relationship
of credit enhancement to expected losses.

The downgrades, affecting approximately $19.49 million of the
outstanding balances, are taken due to a deteriorating
relationship between expected losses and credit enhancement.  The
affected series, 2005-KS6, has experienced monthly losses higher
than the excess spread in four of the past six months.  The
overcollateralization amount has deteriorated to $1.99 million,
which is below its target amount of $3.59 million.

As of the April distribution date, the transactions listed above
are seasoned from 6 (2006-KS9) to 39 (2004-KS1-Group 1 & Pools 2 &
3) months.  The pool factors (current principal balance as a
percentage of original) range approximately from 11% (2004-KS1
Pools 2 & 3) to 94% (2006-KS9).

For all transactions, the underlying collateral consists of fully
amortizing 15- to 30-year fixed- and adjustable-rate mortgages
secured by first liens extended to subprime borrowers.  The
mortgage loans were acquired by various originators and are master
serviced by GMAC-RFC, which is rated 'RMS1' by Fitch.


RESIDENTIAL ASSET: Fitch Pares Ratings on Four Certificate Classes
------------------------------------------------------------------
Fitch Ratings has affirmed 38, downgraded eight, upgraded six and
placed eight classes of mortgage pass-through certificates on
Rating Watch Negative from the Residential Asset Securities Corp
issues:

Series 1999-RS1 GROUP 1

    -- Class A affirmed at 'AAA'.

Series 1999-RS1 GROUP 2

    -- Class A affirmed at 'AAA'.

Series 2001-KS1 GROUP 1

    -- Class A affirmed at 'AAA'.

Series 2001-KS1 GROUP 2

    -- Class A affirmed at 'AAA'.

Series 2001-KS2 GROUP 1

    -- Class A affirmed at 'AAA';
    -- Class M-I-1 affirmed at 'A-';
    -- Class M-I-2 affirmed at 'BBB-';
    -- Class M-I-3 downgraded to 'C/DR3' from
'CC/DR4'.

Series 2001-KS2 GROUP 2

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

Series 2001-KS3 GROUP 1

    -- Class A affirmed at 'AAA';
    -- Class M-I-1 affirmed at 'A-';
    -- Class M-I-2 affirmed at 'BB+';
    -- Class M-I-3 downgraded to 'C/DR3' from
'CCC/DR3'.

Series 2001-KS3 GROUP 2

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

Series 2002-KS8

    -- Class A affirmed at 'AAA'.

Series 2003-KS3 POOLS 1 & 2

    -- Class A affirmed at 'AAA';
    -- Class M-1 rated 'AA+', placed on Rating Watch
Negative;
    -- Class M-2 affirmed at 'A'.

Series 2003-KS5 GROUP 1

    -- Class A affirmed at 'AAA'.

Series 2003-KS5 GROUP 2

    -- Class A affirmed at 'AAA'.

Series 2003-KS6 POOLS 1 & 2

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

Series 2003-KS7 Group 1

    -- Class A affirmed at 'AAA;
    -- Class M-I-1 affirmed at 'AA+';
    -- Class M-I-2 affirmed at 'A+';
    -- Class M-I-3 affirmed at 'BBB+'.

Series 2003-KS7 POOLS 2&3

    -- Class A affirmed at 'AAA';
    -- Class M-II-1 rated 'AA+', placed on Rating
Watch Negative;
    -- Class M-II-2 rated 'A+', placed on Rating
Watch Negative.

Series 2003-KS8 Group 1

    -- Class A affirmed at 'AAA;
    -- Class M-I-1 affirmed at 'AA+';
    -- Class M-I-2 affirmed at 'A+';
    -- Class M-I-3 affirmed at 'BBB+'.

Series 2003-KS8 POOLS 2&3

    -- Class A affirmed at 'AAA';
    -- Class M-II-1 rated 'AA+', placed on Rating
Watch Negative;
    -- Class M-II-2 rated 'A+', placed on Rating
Watch Negative.

Series 2003-KS9 Group 1

    -- Class A affirmed at 'AAA'.

Series 2003-KS9 Group 2

    -- Class A affirmed at 'AAA'.

Series 2003-KS10 Group 1

    -- Class A affirmed at 'AAA;
    -- Class M-I-1 upgraded to 'AA+' from 'AA';
    -- Class M-I-2 upgraded to 'AA-' from 'A';
    -- Class M-I-3 upgraded to 'A' from 'BBB'.

Series 2003-KS10 Group 2

    -- Class M-II-1 affirmed at 'AA';
    -- Class M-II-2 affirmed at 'A+';
    -- Class M-II-3 affirmed at 'BBB+'.

Series 2003-KS11 Group 1

    -- Class A affirmed at 'AAA';
    -- Class M-I-1 upgraded to 'AA+' from 'AA';
    -- Class M-I-2 upgraded to 'AA-' from 'A';
    -- Class M-I-3 upgraded to 'A' from 'BBB'.

Series 2003-KS11 Group 2

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

The affirmations, affecting approximately $1.6 billion of
outstanding certificates, are taken due to a satisfactory
relationship of credit enhancement to expected losses.  The
upgrades affect approximately $110.77 million of outstanding
certificates.  The negative rating actions affect approximately
$146.6 million of outstanding certificates.

The upgrades are taken due to an improvement in the relationship
between credit enhancement and expected losses.  The transactions
which contain upgraded classes are entirely composed of fully
amortizing 15- to 30-year fixed rate loans.  These transactions
have significantly lower delinquencies and losses than initial
projections.  As a result, the overcollateralization is expected
to remain on or close to target, which will allow CE to continue
to grow relative to the remaining pool balance.

The negative rating actions reflect deterioration in the
relationship between CE and expected losses due to the adverse
selection within the respective remaining pools.  All of the pools
with negative actions have pool factors less than 15%. In recent
months, losses have generally exceeded excess spread, causing
deterioration in the OC amount while serious delinquencies have
generally continued to grow as a percentage of the remaining pool
balances.

As of the April distribution date, the transactions listed above
are seasoned from 40 (2003-KS11 Group 1 & Group 2) to 99 (1999-KS1
Group 1 & Group 2) months. The pool factors (current principal
balance as a percentage of original) range approximately from 5.2%
(2001-KS3 Group 2) to 94% (2003-KS9 Group 1).

For all transactions, the underlying collateral consists of fully
amortizing 15- to 30-year fixed- and/or adjustable-rate mortgages
secured by first liens extended to subprime borrowers.  The
mortgage loans were acquired by various originators and are master
serviced by GMAC-RFC (rated 'RMS1' by Fitch).

Fitch's Distressed Recovery ratings, introduced in April 2006
across all sectors of structured finance, are designed to estimate
recoveries on a forward-looking basis while taking into account
the time value of money.  


RESIDENTIAL FUNDING: Fitch Puts Low B Ratings on Two Cert. Classes
------------------------------------------------------------------
Fitch rates Residential Funding Mortgage Securities I, Inc.'s
mortgage pass-through certificates, series 2007-S5 as:

    -- $503,850,589 classes A-1 through A-10, A-V, A-P and R
       senior certificates 'AAA';

    -- $12,596,700 class M-1 'AA';

    -- $3,149,000 class M-2 'A';

    -- $2,099,400 class M-3 'BBB';

    -- $1,049,700 privately offered class B-1 'BB';

    -- $1,049,700 privately offered class B-2 'B'.

Fitch did not rate the $1,049,736 privately offered class B-3
certificates.

The 'AAA' rating on the senior certificates reflects the 4%
subordination provided by the 2.40% class M-1, 0.60% class M-2,
0.40% class M-3, 0.20% privately offered class B-1, 0.20%
privately offered class B-2 and 0.20% privately offered class B-3.  
The ratings reflect the quality of the mortgage collateral,
strength of the legal and financial structures, and Residential
Funding Corp.'s (RFC; rated 'RMS1' by Fitch) master servicing
capabilities.

This transaction contains certain classes designated as
Exchangeable Certificates and Exchanged Certificates.

    -- Exchangeable Certificates: A-4, A-5 and A-6;
    -- Exchanged Certificates: A-9, A-10.

Following the closing date, the holders of the Exchangeable
Certificates will be entitled, for a fee, to exchange all of a
portion of the Exchangeable Certificates in various combinations
for the related class or classes of Exchanged Certificates and
vice versa.  Each exchange may be effected only in proportions
that result in the principal and interest entitlements of the
certificates being received being equal to the principal and
interest entitlements of the certificates surrendered.

On each distribution date when Exchanged Certificates are
outstanding, those Exchanged Certificates will be entitled to a
proportionate share of the principal distributions, if any, on
each class of Exchangeable Certificates in the related allowable
combination plus the pass-through rate on such Exchangeable
Certificates.

Exchangeable Certificates or Exchanged Certificates in any
combination may be exchanged only in the proportion that the
initial Certificate Principal Balances or Notional Amounts, as
applicable, of such certificates bear to one another.  Further,
the portion of any Exchangeable Certificate or Exchanged
Certificate that is required to execute or the result of a
permissible exchange will be based on the proportion that the
Certificate Principal Balance or Notional Amount, as applicable,
bears to the initial Certificate Principal Balance or Notional
Amount thereof.

As of the cut-off date (May 1, 2007), the mortgage pool consists
of 1,095 conventional, fully amortizing, 30-year fixed-rate
mortgage loans secured by first liens on one- to four-family
residential properties with an aggregate principal balance of
approximately $524,844,826.  The mortgage pool has a weighted
average original loan-to-value ratio of 69.49%.  The weighted-
average FICO score of the loans in the pool is 736, and
approximately 66.77% of the mortgage loans possess FICO scores
greater than or equal to 720 and 6.67% of the mortgage loans
posses FICO scores less than 660.  Loans originated under a
reduced loan documentation program account for approximately
45.00% of the pool, equity refinance loans account for 32.14%, and
second homes account for 3.88%.  The average loan balance of the
loans in the pool is approximately $479,310.  The three states
that represent the largest portion of the loans in the pool are
California (33.96%), Virginia (7.22%), and Florida (6.64%).

None of the mortgage loans were subject to the Home Ownership and
Equity Protection Act of 1994.  Furthermore, none of the mortgage
loans in the pool are mortgage loans that are referred to as
"high-cost" or "covered' loans or any other similar designation
under applicable state or local law in effect at the time of
origination of such loan if the law imposes greater restrictions
or additional legal liability for residential mortgage loans with
high interest rates, points and/or fees.

All of the mortgage loans were purchased by the depositor through
its affiliate, Residential Funding, from unaffiliated sellers as
described in this prospectus supplement and in the accompanying
prospectus, except in the case of approximately 46.7% of the
mortgage loans, which were purchased by the depositor through its
affiliate, Residential Funding, from Homecomings.

Approximately 12.8% of the mortgage loans were purchased by
Residential Funding from Wachovia Mortgage Corp., an unaffiliated
seller. Approximately 11.1% of the mortgage loans were purchased
by Residential Funding from Sierra Pacific Mortgage Co. Inc., an
unaffiliated seller. Except as described in the preceding
sentence, no unaffiliated seller sold more than approximately 6.2%
of the mortgage loans to Residential Funding.  Approximately 72.5%
and 9.5% of the mortgage loans are being subserviced by
Homecomings and GMAC Mortgage, LLC, respectively, each an
affiliate of Residential Funding and 12.8% of the mortgage loans
are being subserviced by Wachovia Mortgage Corp., an unaffiliated
servicer.

Deutsche Bank Trust Company Americas will serve as trustee. RFMSI,
a special purpose corporation, deposited the loans in the trust,
which issued the certificates.  For federal income tax purposes,
an election will be made to treat the trust fund as a real estate
mortgage investment conduit.


RITE AID: FTC Gives Nod on Brook and Eckerd Acquisition
-------------------------------------------------------
The Federal Trade Commission has accepted the proposed consent
agreement relating to Rite Aid Corporation's acquisition of the
Brooks and Eckerd drugstore chains from The Jean Coutu Group Inc.

In addition, the Hart-Scott-Rodino Act waiting period has expired,
permitting the parties to close the transaction.  Rite Aid expects
to complete the acquisition, which includes approximately 1,850
Brooks and Eckerd stores and six distribution centers, primarily
located on the East Coast and in the Mid-Atlantic states.

The terms of the consent order require Rite Aid to divest 23
stores located in the states of Connecticut, Maryland, Maine, New
Hampshire, New Jersey, New York, Pennsylvania, Vermont and
Virginia within a short period following completion of the
acquisition.  Rite Aid has entered into definitive agreements to
sell all of the stores required to be divested.  Those sales have
been approved by the FTC, and Rite Aid expects to complete the
required divestitures within the prescribed timeframe contained in
the consent order.

The consent order will be subject to a 30-day public comment
period, after which the FTC may propose modifications before the
consent order is made final.  However, Rite Aid is not required to
delay closing of the acquisition for the comment period.

Rite Aid will enter into state consent orders for the divestitures
required by the FTC and for the divestiture of three additional
stores in New York, Vermont and Virginia.  Finalization of the
state decrees is not required for closing.

The company said that, with the acquisition, it will be the
largest drugstore chain on the East Coast and will strengthen its
position as the third largest U.S. drugstore chain.

                        About Rite Aid

Rite Aid Corporation (NYSE:RAD) -- http://www.riteaid.com/-- is
one of the United States' leading drugstore chains with annual
revenues of approximately $17.5 billion and more than 3,330 stores
in 27 states and the District of Columbia.

                         *     *     *

As reported in the Troubled Company Reporter on May 17, 2007,
Standard & Poor's Ratings Services assigned its 'BB-' rating and
'1' recovery rating to Rite Aid Corp's $1.105 billion senior
secured tranche 2 term loan facility.  The '1' recovery rating
indicating the high expectation for full recovery of principal in
the event of a payment default.  Concurrently, Standard & Poor's
raised the ratings on the three existing second-lien notes to 'B+'
from 'B' and assigned a '1' recovery rating, indicating the high
expectation for full recovery of principal in the event of a
default.  The secured notes ratings have been removed from
CreditWatch with developing implications.  At the same time,
Standard & Poor's affirmed all other ratings, including the 'B'
corporate credit rating.  The outlook is stable.


RKS SERVICE: Case Summary & 15 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: R K S Service Inc.
        1235 Carbide Drive
        Corona, CA 92881

Bankruptcy Case No.: 07-13059

Chapter 11 Petition Date: June 1, 2007

Court: Central District Of California (Riverside)

Judge: Mitchel R. Goldberg

Debtor's Counsel: Roger E. Naghash, Esq.
                  4400 MacArthur Boulevard, Suite 900
                  Newport Beach, CA 92660
                  Tel: (949) 955-1000

Total Assets: $682,026

Total Debts:  $2,533,652

Debtor's List of its 15 Largest Unsecured Creditors:

   Entity                                  Claim Amount
   ------                                  ------------
EastWest Bank                                  $272,132
135 North Los Robles Avenue, Suite 200
Pasadena, CA 91101

Nobel Systems                                  $161,107
1845 Business Center Drive, Suite 130
San Bernardino, CA 92408

Air Control Systems                            $123,250
1901 Nancita Circle
Placentia, CA 92870

DDI, Inc.                                      $111,125

Windsor Food Group                             $106,361

BH Properties, LLC                             $105,839

Fordham Electric                               $102,721

Turner Riverwalk - 3, LLC                       $94,616

Floor It                                        $92,313

Palmer & Co.                                    $91,502

Internal Revenue Service                        $88,447

Precision Glass & Mirror                        $77,236

Hamilton Ceiling Systems                        $77,168

Joseph P. Kriek                                 $76,850

G.E. Felkel                                     $62,979


ROCK & WATERSCAPE: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Rock & Waterscape Systems, Inc.
        12 Whatney
        Irvine, CA 92618

Bankruptcy Case No.: 07-11631

Type of Business: The Debtor provides design and construction
                  services for rock and water features.  The  
                  Debtor has developed many of the techniques that
                  are commonplace in the industry today.  The
                  company continues to innovate special techniques
                  used in the fabrication and installation of
                  artificial features and their transition to
                  natural elements on each site.
                  See http://www.rockandwaterscape.com/

Chapter 11 Petition Date: June 1, 2007

Court: Central District Of California (Santa Ana)

Debtor's Counsel: David L. Neale, Esq.
                  Levene Neale Bender Rankin & Brill LLP
                  10250 Constellation Boulevard, Suite 1700
                  Los Angeles, CA 90067
                  Tel: (310) 229-1234
                  Fax: (310) 229-1244

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's List of its 20 Largest Unsecured Creditors:

   Entity                                Claim Amount
   ------                                ------------
925 Woodstock LLC                            $127,450
c/o Mark F. Dehler, LLC
201 Swanton Way
Decatur, GA 30030

Pacific Mercantile VISA Accounts             $108,680
3043 Research Drive
Richmond, CA 94805

PBC Companies                                 $84,118
1560 West Lambert Road
Brea, CA 92821

Main Street America, Inc.                     $74,356

Allen Matkins Lack Gamble                     $72,488

Aquatic Creations, Inc.                       $71,500

IPS Innovative Polymer Systema, Inc.          $69,000

Lamb Stone Co., Inc.                          $61,932

T.B. Penick & Sons, Inc.                      $52,781

Maschmeyer Concrete Co. of Florida, Inc.      $48,584

Neff Rental, Inc.                             $46,481

Blue Shield of California                     $42,430

First Insurance Funding Corp.                 $41,942

Ace Sales, Inc.                               $41,852

Blue Cross of California                      $52,797

Coan Construction Co., Inc.                   $40,113

CBJT, Inc. dba Agricultural Supply            $39,969

Sprint                                        $39,928

STO Design Group, Inc.                        $39,892

Wright Express                                $38,713


ROYAL CORDAGE: Case Summary & Eight Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Royal Cordage Corporation
        P.O. Box 430
        Stanley, NC 28164

Bankruptcy Case No.: 07-31102

Chapter 11 Petition Date: May 29, 2007

Court: Western District of North Carolina (Charlotte)

Judge: George R. Hodges

Debtor's Counsel: R. Keith Johnson, Esq.
                  312 West Trade Street
                  Suite 600, Builders Building
                  Charlotte, NC 28202
                  Tel: (704) 372-3867

Total Assets: $2,200,000

Total Debts:  $5,246,000

Debtor's List of its Eight Largest Unsecured Creditors:

   Entity                            Claim Amount
   ------                            ------------
Jerry Webb                             $1,000,000
P.O. Box 775
Stanley, NC 28164

CIT Commercial Service                   $998,000
P.O. Box 31307
Charlotte, NC

R. Lloyd Alwran                          $500,000
3826 Charles Raper Jonas Highway
Stanley, NC 28164

G.E. Capital                             $650,000
c/o Elizabeth Repetti, Esq.              Secured:
P.O. Box 21029                         $2,200,000
Winston-Salem, NC 27120-1029           Unsecured:
                                         $450,000

Gaston Co. Tax Collector                  $70,000

Austin Insulating                         $10,000
                                         Secured:
                                       $2,200,000
                                       Unsecured:
                                          $10,000

Jolley Electrical                         $10,000

Duke Power                                 $8,000


RURAL CELLULAR: Sells $425 Mil. of Sr. Notes in Private Placement
-----------------------------------------------------------------
Rural Cellular Corporation, on May 30, 2007, pursuant to a
purchase agreement entered into with Bear Stearns & Co. Inc. on
May 24, 2007, issued and sold in a private placement, for resale
under Rule 144A and Regulation S of the Securities Act, as
amended, $425 million in aggregate principal amount of senior
subordinated floating rate notes due 2013.

These agreements were entered into in connection with the closing
of such issuance and sale:

    (i) the company and Wells Fargo Bank, N.A., as trustee,
        entered into an Indenture governing the Notes and

  (ii)  the company and the Initial Purchaser entered into a
        Registration Rights Agreement with respect to the Notes.

The Notes will mature on June 1, 2013 and bear interest at three-
month LIBOR plus 3.00% per year, adjusted quarterly.  The Notes
are redeemable at the company's option beginning June 1, 2008, at
102.000% of principal, plus accrued and unpaid interest, declining
to 101.000% at June 1, 2009, and 100.000% at June 1, 2010.  Prior
to June 1, 2008, the company may, at its option, redeem up to 35%
of the original aggregate principal amount of the Notes with the
net cash proceeds of certain sales of equity securities at
100.000% of principal, plus accrued and unpaid interest, if any
and to the extent that, after such redemption, at least 65% of the
aggregate principal amount of the Notes remains outstanding.  In
addition, prior to June 1, 2008, the company may, at its option,
redeem some or all of the Notes at an established "make whole"
price.

The Indenture provides that, if an event of default occurs and is
continuing, either the Trustee or the holders of at least 25% in
aggregate principal amount of the Notes then outstanding may
declare all principal, accrued interest, if any, immediately due
and payable, except that an event of default resulting from
certain events of bankruptcy, insolvency or reorganization in
respect of the company or certain of its subsidiaries will
automatically cause all principal, accrued interest, if any, to
become immediately due and payable.  Events of default include:
(i) failure to pay any installment of interest on the Notes when
due and payable and the continuance of any such failure for 30
days; (ii) failure to pay principal, or premium, if any, on the
Notes when due and payable; (iii) failure to observe or perform
any other covenant or agreement contained in the Notes or the
Indenture and, subject to certain exceptions, the continuance of
such failure for a period of 60 days after notice to the company,
(iv) certain events of bankruptcy, insolvency or reorganization in
respect of the company or certain of its subsidiaries; and (v)
certain defaults in indebtedness with an aggregate amount
outstanding in excess of $20 million.

The Notes rank junior in right of payment to the company's
existing and future senior indebtedness and rank equally with all
of its existing and future senior subordinated indebtedness.

The Registration Rights Agreement obligates the company to file a
registration statement with the Securities and Exchange Commission
allowing for the exchange of the Notes for registered notes having
substantially identical terms as the Notes and evidencing the same
indebtedness as the Notes.  Under the Registration Rights
Agreement, the company has agreed to use its commercially
reasonable efforts to cause a registration statement filed with
the SEC covering the re-sale of the Notes to become effective
within 240 days after May 30, 2007. The company also has agreed,
in specified circumstances, to file a shelf registration statement
to cover re-sales of the Notes. The company may be required to pay
liquidated damages if it fails to comply with the registration and
exchange requirements set forth in the Registration Rights
Agreement.

                About Rural Cellular Corporation

Based in Alexandria, Minnesota, Rural Cellular Corporation
provides wireless telecommunication services to approximately 600
thousand retail subscribers in rural areas of the United States.

                          *     *     *

As reported in the Troubled Company Reporter on April 2, 2007,
Moody's Investors Service placed all ratings of Rural Cellular
Corporation's Corporate family rating at B3, $300 million 9.75%
senior subordinate notes due 2010 at Caa2, $175 million senior
subordinate FRN's due 2012 at Caa2 under review for possible
downgrade.


SHEARSON FINANCIAL: Posts $787,324 Net Loss in Qtr. Ended March 31
------------------------------------------------------------------
Shearson Financial Network Inc. reported a net loss of $787,324
for the first quarter ended March 31, 2007, compared with a net
loss of $2.9 million for the same period ended March 31, 2006.  

Net revenues from origination and/or sale of loans increased
487.3% or $932,829, to $1,124,273 for the quarter ended March 31,
2007 from $191,444 for the quarter ended March 31, 2006.  The
increase in revenues can be attributed to the acquisition of 85%
of Allstate Home Loans Inc.

Total operating expenses decreased $1,459,114 or 49.5% to
$1,486,443 for the quarter ended March 31, 2007, from $2,945,557
for the quarter ended March 31, 2006.  The decrease is related to
a decrease in wages of $537,769 and a decrease in professional
fees of $949,234.  The decrease in expenses is attributable to the
company's reduction in work force and a stabilization of its
professional fees.

The decrease in net loss for the March 31, 2007, quarter was due
to the increase in revenues generated by the company's acquisition
of 85% of Allstate Home Loans Inc. and restructuring its
operations by eliminating certain overhead costs.

At March 31, 2007, the company's balance sheet showed
$29.2 million in total assets, $22.9 million in total liabilities,
$293,532 in minority shareholder interest, and $6.0 million in
total stockholders' equity.

The company's balance sheet at March 31, 2007, also showed
strained liquidity with $20.1 million in total current assets
available to pay $21.9 million in total current liabilities.

Full-text copies of the company's consolidated financial
statements for the quarter ended March 31, 2007, are available for
free at http://researcharchives.com/t/s?2090

                       Going Concern Doubt

Pollard-Kelley Auditing Services Inc. in Fairlawn, Ohio, expressed
substantial doubt about Shearson Financial Network Inc.'s ability
to continue as a going concern after auditing the company's
consolidated financial statements for the years ended Dec. 31,
2006, and 2005.  The auditing firm reported that the company has
not generated significant profits to date and in addition,
management believes that it will need additional equity or debt
financing to be able to sustain profitability.  The company has
has an accumulated deficit of $26,861,565 as of March 31, 2007.

                     About Shearson Financial

Headquartered in Henderson, Nevada, Shearson Financial Network
Inc. (OTC BB: SFNN.OB) -- http://www.shearsonfinancialnetwork.com/
-- is the parent to Shearson Home Loans.  Shearson Home Loans is a
direct-to-consumer mortgage broker and banker with revenues
derived primarily from origination commissions and resale of whole
loans earned on the closing of first and second mortgages on
single-family residences.  SHL currently employs over 500 people
which are residential mortgage professionals and is licensed in
over 40 states.


SPANSION LLC: Prices $75 Million of Senior Secured Notes
--------------------------------------------------------
Spansion LLC priced the terms of $75 million aggregate principal
amount of Senior Secured Floating Rate Notes due 2013 in a private
offering to qualified institutional buyers pursuant to Rule 144A
under the Securities Act of 1933, as amended, and outside the
United States to non-U.S. persons in compliance with Regulation S
under the Securities Act.

The Additional Notes are part of the same series of Spansion LLC's
$550 million aggregate principal amount of Senior Secured Floating
Rate Notes due 2013 issued and sold by Spansion LLC on May 18,
2007.  The interest rate and other terms of the Additional Notes
will be identical in all respects to the Initial Notes, except
that the offering price of the Additional Notes is 101.125% plus
accrued interest from May 18, 2007.

Spansion LLC expects to use the net proceeds of the offering of
Additional Notes for capital expenditures, working capital and
general corporate purposes.

                         About Spansion

Based in Sunnyvale, California, Spansion Inc. (NASDAQ:SPSN)
-- http://www.spansion.com/-- and its wholly owned subsidiary of   
Spansion LLC is a Flash memory provider engaged in the designing,
developing, manufacturing, marketing and selling Flash memory
solutions, a semiconductor element of nearly every electronic
product.  The company operates four Flash memory wafer fabrication
facilities four assembly and test sites and a development fab,
known as its Submicron Development Center.  The company also has
manufacturing, research and assembly operations in Asia.

                          *      *      *

Spansion Inc. carries Standard & Poor's Ratings Services 'B'
corporate credit rating.

As reported in the Troubled Company Reporter on May 11, 2007,
Moody's Investors Service assigned a B1 rating to Spansion LLC's
proposed $550 million senior secured floating rate notes due 2013.
Standard & Poor's assigned its 'B+' issue rating and its '1'
recovery rating to Spansion LLC's new $550 million senior secured
floating rate notes.


SPECIALTY UNDERWRITING: Fitch Junks Rating on Two Certificates
--------------------------------------------------------------
Fitch Ratings has affirmed 11 classes, downgraded four classes
(two of which were also placed on Rating Watch Negative) from the
following three Specialty Underwriting & Residential Finance
asset-backed certificates trusts:

SURF 2003-BC1

    -- Class A affirmed at 'AAA';
    -- Class M1 affirmed at 'AA+';
    -- Class M2 affirmed at 'A';

    -- Class B-1 downgraded to 'BB' from 'BBB+' and placed on
       Rating Watch Negative;

    -- Class B-2 downgraded to 'C/DR6' from 'BB''.

SURF 2003-BC2

    -- Class M1 affirmed at 'AA+';
    -- Class M2 affirmed at 'A+';
    -- Class B-1 downgraded to 'BB' from 'BBB+' and placed on
       Rating Watch Negative;

    -- Class B-2 downgraded to 'CC/DR3' from 'BBB'.

SURF 2004-BC4

    -- Class A affirmed at 'AAA';
    -- Class M-1 affirmed at 'AA';
    -- Class M-2 affirmed at 'A';
    -- Class M-3 affirmed at 'A-';
    -- Class B-1 affirmed at 'BBB+';
    -- Class B-2 affirmed at 'BBB';
    -- Class B-3 affirmed at 'BBB-'.

The collateral for the aforementioned trusts consist primarily of
fixed- and adjustable-rate subprime mortgage loans secured by
first or second liens on real properties.  The loans were acquired
by Merrill Lynch Mortgage Lending, Inc. from various originators
and were originated in accordance with the SURF underwriting
guidelines.  SURF acts as program administrator for the seller,
Merrill Lynch Mortgage Lending, Inc., and its loan acquisition
program facilitates the purchase by Merrill Lynch Mortgage
Lending, Inc. of eligible non-conforming loans from various SURF-
approved originators.

The affirmations reflect adequate relationships of credit
enhancement to future loss expectations and affect approximately
$244.9 million of outstanding certificates.  The downgraded
classes reflect the deterioration in the relationship of CE to
future loss expectations and affect approximately $6.7 million of
outstanding certificates.

Series 2003-BC1 has suffered numerous months of
overcollateralization decline over the past year due to losses
exceeding excess spread.  As of the May 2007 remittance period,
the CE of class B-2 has decreased 155 basis points in the past
seven months leaving the B-2 bond with only $323,739 in CE
provided by the current OC amount.  If OC decline continues
further rating action may be necessary.

Similarly, series 2003-BC2 has had a steady decline in OC for the
past four months.  As of the May 2007 remittance period, the CE of
class B-2 has decreased 193 bps in the past fours month leaving
the B-2 bond with only $772,822 in CE provided by the current OC
amount.  If OC decline continues further rating action may be
necessary.

The servicer for the aforementioned transactions is Litton Loan
Servicing (rated 'RPS1' by Fitch).


ST. GEORGE CRYSTAL: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: St. George Crystal, Ltd.
        125 Brown Avenue
        Jeannette, PA 15644

Bankruptcy Case No.: 07-23541

Type of Business: The Debtor manufactures pressed and blown glass,
                  glass products, lighting equipment, glassmaking
                  machinery and equipment and electric lamps.
                  See http://www.stgeo.com/

Chapter 11 Petition Date: June 1, 2007

Court: Western District of Pennsylvania (Pittsburgh)

Judge: Judith K. Fitzgerald

Debtor's Counsel: Norman E. Gilkey, Esq.
                  Babst, Calland, Clements & Zomnir, P.C.
                  Two Gateway Center, 8th Floor
                  Pittsburgh, PA 15222
                  Tel: (412) 394-5400

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

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


STATION CASINOS: March 31 Balance Sheet Upside-Down by $178.4 Mil.
------------------------------------------------------------------
Station Casinos Inc.'s balance sheet as of March 31, 2007,
reflected total assets of $3.7 billion, total liabilities of $3.9
billion, and total stockholders' deficit of $178.4 million.

                        First Quarter Results

The company's net revenues for the first quarter ended March 31,
2007 were about $372.4 million, an increase of 27% compared to the
prior year's first quarter.

During the first quarter, the company incurred $2.3 million in
costs to develop new gaming opportunities, primarily related to
Native
American gaming, $4.8 million related to costs associated with the
FCP transaction noted below and $800,000 of other non-recurring
costs.  Including these items, the company reported net income of
$23.1 million.

The company's net income was $41.1 million on net revenues of
$292.5 million for the first quarter ended March 31, 2006.

The company's earnings from its Green Valley Ranch joint venture
for the first quarter were $13.3 million, which represents a
combination of the company's management fee plus 50% of Green
Valley Ranch's operating income.  For the quarter, Green Valley
Ranch generated EBITDA before management fees of $29.2 million, a
3% decrease compared to the prior year's first quarter.

             Balance Sheet Items and Capital Expenditures

Long-term debt was $3.3 billion as of March 31, 2007. Total
capital expenditures were $138 million for the first quarter.  
Expansion and project capital expenditures included $35.2 million
for Phases II and III of Red Rock Resort, $11.5 million for the
expansion of Santa Fe Station and $32.7 million for the purchase
of land.  As of March 31, 2007, the company's debt to cash flow
ratio was 5.7 to 1.

During the three months ended March 31, 2007, the company
generated cash flows from operating activities of about $130.9
million.  In addition, the company received $285 million from
Green Valley Ranch which includes a $185 million distribution and
a $100 million promissory note.  

At March 31, 2007, the company had total available borrowings of
$2 billion under the Revolving Facility, which was reduced by
borrowings of $984.4 million and various letters of credit
totaling about $4.4 million, leaving about $1 billion available as
of March 31, 2007.  The company had $115.9 million in cash and
cash equivalents as of March 31, 2007, virtually all of which is
used for day-to-day operations of the company's casinos.

                               Dividend

On May 7, 2007 the company's Board of Directors declared a
quarterly cash dividend of $0.2875 per share. The dividend is
payable on June 4, 2007, to shareholders of record on May 21,
2007.

                           Proposed Merger

On Feb. 23, 2007, the company entered into a definitive merger
agreement with Fertitta Colony Partners LLC, pursuant to which FCP
agreed to acquire all of Station's outstanding common stock for
$90 per share in cash.  FCP is a new company formed by Frank J.
Fertitta III, chairman and chief executive officer of Station,
Lorenzo J. Fertitta, vice chairman and president of Station and
Colony Capital Acquisitions LLC, an affiliate of Colony Capital
LLC.  On May 7, 2007, Station filed a preliminary proxy statement
and related materials with the Securities and Exchange Commission
that provides details about the pending sale of the company.

                         About Station Casinos

Station Casinos Inc. (NYSE: STN) -- http://www.stationcasinos.com/
-- owns and operates Red Rock Casino Resort and Spa, Palace
Station Hotel & Casino, Boulder Station Hotel & Casino, Santa Fe
Station Hotel & Casino, Wildfire Casino and Wild Wild West
Gambling Hall & Hotel in Las Vegas, Nevada, Texas Station Gambling
Hall & Hotel and Fiesta Rancho Casino Hotel in North Las Vegas,
Nevada, and Sunset Station Hotel & Casino, Fiesta Henderson Casino
Hotel, Magic Star Casino and Gold Rush Casino in Henderson,
Nevada.  

Station also owns a 50% interest in Green Valley Ranch Station
Casino, Barley's Casino & Brewing Company and The Greens in
Henderson, Nevada and a 6.7% interest in the Palms Casino Resort
in Las Vegas, Nevada.  In addition, Station manages Thunder Valley
Casino near Sacramento, California on behalf of the United Auburn
Indian Community.


STRUCTURED ASSET: Fitch Puts Low-B Ratings on Two Certificates
--------------------------------------------------------------
Fitch rates Structured Asset Securities Corporation $808.5 million
mortgage pass-through certificates, series 2007-BC3:

    -- $646.7 million classes 1-A1 through 1-A4 and 2-A1 through
       2-A4 'AAA';

    -- $40.3 million classes 1-M1 and 2-M1 'AA+';

    -- $26.3 million classes 1-M2 and 2-M2 'AA';

    -- $14.8 million classes 1-M3 and 2-M3 'AA-';

    -- $14.0 million classes 1-M4 and 2-M4 'A+';

    -- $13.6 million classes 1-M5 and 2-M5 'A';

    -- $7.0 million class M6 'A-';

    -- $9.5 million class M7 'BBB+';

    -- $6.6 million class M8 'BBB';

    -- $9.5 million class M9 'BBB-';

    -- $11.5 million class B1 'BB+' (144A);

    -- $8.6 million class B2 'BB' (144A).

The 'AAA' rating on the group 1 and group 2 senior certificates
reflects the 21.45% total credit enhancement provided by the 4.90%
classes 1-M1 and 2-M1, the 3.20% classes 1-M2 and 2-M2, the 1.80%
classes 1-M3 and 2-M3, the 1.70% classes 1-M4 and 2-M4, the 1.65%
classes 1-M5 and 2-M5, the 0.85% class M6, the 1.15% class M7, the
0.80% class M8, the 1.15% class M9, the privately offered 1.40%
class B1 and the privately offered 1.05% class B2, as well as the
initial 1.80% overcollateralization.

Fitch believes that the amount of credit enhancement will be
sufficient to cover credit losses, including limited bankruptcy,
fraud and special hazard losses.  In addition, the ratings reflect
the quality of the mortgage collateral, the strength of the legal
and financial structures, and the master servicing capabilities of
Aurora Loans Services LLC, which is rated 'RMS1-' by Fitch.

The trust fund consists primarily of two mortgage pools, pool 1
and pool 2, totaling 3,747 conventional, adjustable and fixed-
rate, fully amortizing and balloon, first lien, residential
mortgage loans, all of which have original terms to maturity of
not more than 30 years.  As of the cut-off date (May 1, 2007),
the mortgage trust has an aggregate principal balance of
approximately $823,333,142 and an average balance of $219,731.  
Approximately 20.98% of the aggregate mortgage pool is fixed rate
and 79.02% is adjustable.  The mortgage pool has a weighted
average original loan-to-value ratio of 80.44%, a weighted average
coupon of 8.108%, and a weighted average remaining term to
maturity of 357 months.

Pool 1 of the aggregate mortgage trust consists of 2,254 loans
with an aggregate principal balance of $448,347,842 and an average
balance of $198,912.  Approximately 20.86% of pool 1 is fixed rate
and 79.14% is adjustable.  Pool 1 has a weighted average OLTV of
81.65%, a WAC of 8.109%, and a WAM of 357 months.  Pool 2 of the
aggregate mortgage trust consists of 1,493 loans with an aggregate
principal balance of $374,985,300 and an average balance of
$251,162.  Approximately 21.13% of pool 2 is fixed rate and 78.87%
is adjustable.  Pool 2 has a weighted average OLTV of 78.99%, a
WAC of 8.108, and a WAM of 356 months.

Group 1 certificates include classes 1-A1 through 1-A4 and 1-M1
through 1-M5. Group 2 certificates include classes 2-A1 through 2-
A4 and 2-M1 through 2-M5.  Payments of interest and principal on
the group 1 and group 2 certificates will be based primarily on
collections from pool 1 and pool 2, respectively.  There is
limited cross-collateralization where, under certain
circumstances, interest and principal payments on the mortgage
loans in a mortgage pool may be distributed as interest and
principal to holders of the senior certificates or the group
subordinate certificates corresponding to the other mortgage pool.
Payments of principal and interest on classes M6 through M9, B1
and B2 will be based on collections from both mortgage pools.

The mortgage loans were originated by various originators or
acquired by various originators or their correspondents in
accordance with such originator's respective underwriting
standards and guidelines.  The largest percentages of originations
(as a percentage of the cut-off date balance) were those made by
BNC Mortgage LLC (60.95% of the mortgage pool) and People's Choice
Home Loan, Inc. (16.60% of the mortgage pool), with the remainder
of the mortgage loans in the trust fund originated by various
banks, savings and loans and other mortgage lending institutions,
none of which originated 10% or more of the mortgage loans in the
trust fund.

SASCO, a special purpose corporation, deposited the loans in the
trust, which issued the certificates.  For federal income tax
purposes, an election will be made to treat the trust fund as
multiple real estate mortgage investment conduits.


STRUCTURED ASSET: Fitch Assigns BB+ Rating on $8.5-Mil. Certs.
--------------------------------------------------------------
Fitch rates Structured Asset Securities Corp. $814.3 million
mortgage pass-through certificates, series 2007-OSI:

    -- $624.7 million classes A1 through A5 'AAA';
    -- $44.9 million class M1 'AA+';
    -- $40.2 million class M2 'AA';
    -- $12.3 million class M3 'AA-';
    -- $15.2 million class M4 'A+';
    -- $19.5 million classes M5 and M6 'A';
    -- $12.3 million class M7 'A-';
    -- $8.9 million class M8 'BBB+';
    -- $13.1 million class M9 'BBB';
    -- $14.8 million class M10 'BBB-';
    -- $8.5 million class B (144A) 'BB+'.

The 'AAA' rating on the senior certificates reflects the 26.20%
total credit enhancement provided by the 5.30% class M1, the 4.75%
class M2, the 1.45% class M3, the 1.80% class M4, the 1.60% class
M5, the 0.70% class M6, the 1.45% class M7, the 1.05% class M8,
the 1.55% class M9, the 1.75% class M10 and the privately offered
1% class B, as well as the initial 3.80% overcollateralization.

Fitch believes that the amount of credit enhancement will be
sufficient to cover credit losses, including limited bankruptcy,
fraud and special hazard losses.  In addition, the ratings reflect
the quality of the mortgage collateral, the strength of the legal
and financial structures, and the master servicing capabilities of
Aurora Loans Services LLC, which is rated 'RMS1-' by Fitch.

The aggregate trust consists of 3,704 fixed and adjustable-rate,
conventional, first and second lien residential mortgage loans,
all of which have original terms to maturity of not more than 30
years.  As of the cut-off date (May 1, 2007), the mortgages have
an aggregate principal balance of approximately $846,479,045.
Approximately 23.67% of the mortgage pool is fixed rate and 76.33%
is adjustable.  The mortgage pool has a weighted average original
loan-to-value ratio of 85.89%, a weighted average coupon of
8.663%, and a weighted average remaining term of 354.

The mortgage loans were originated by various originators or
acquired by various originators or their correspondents in
accordance with such originator's respective underwriting
standards and guidelines.  The largest percentages of originations
(as a percentage of the cut-off date balance) were those made by
BNC Mortgage LLC (62.12% of the mortgage pool), Residential
Mortgage Assistance Enterprise LLC (18.11% of the mortgage pool),
Lehman Brothers Bank, FSB (12.88% of the mortgage pool) and
Mortgage Lenders Network USA, Inc. (6.89% of the mortgage pool).

SASCO, a special purpose corporation, deposited the loans in the
trust, which issued the certificates.  For federal income tax
purposes, an election will be made to treat the trust fund as
multiple real estate mortgage investment conduits.


SUNCOM WIRELESS: March 31 Balance Sheet Upside-Down by $433.1 Mil.
------------------------------------------------------------------
SunCom Wireless Holdings Inc.'s balance sheet as of March 31,
2007, showed total assets of $1.6 billion, total liabilities of
$2 billion, resulting in a stockholders' equity deficit of
$433.1 million.

The company incurred a $28.9 million net loss for the three months
period of March 31, 2007, compared to a $147.2 million net loss
for the same period in 2006.  Revenues for the first quarter 2007
were $232.9 million, as compared with $201.9 million for the first
quarter 2006.

Net cash provided by operating activities in the first quarter of
2007 was $9.2 million, as compared with net cash used in operating
activities of $24.1 million of net cash used in operating
activities in the first quarter of 2006.

Michael E. Kalogris, chairman and chief executive officer of
SunCom Wireless, said: "We are very pleased that SunCom's
operational performance continued to improve in the first quarter.  
We have now experienced four consecutive quarters of improved
ARPU, evidence that our strategy to improve this key metric is
working."

Commenting on the operational results in the quarter, Bill
Robinson, executive vice president of operations said, "We are
focused on providing great products, competitive pricing and a
personal touch in customer service for our customers."

                         Recent Developments

On April 20, 2007, SunCom's shareholders approved the Exchange
Agreement between SunCom Wireless Investment Co. LLC and holders
of certain of SunCom Wireless Inc.'s subordinated notes as well as
the adoption of the Agreement and Plan of Merger.  Both proposals
passed with the required majority of the outstanding SunCom
shares, representing in each case over 80% of the total votes cast
on the proposals.  Under the terms of the Exchange Agreement,
subordinated noteholders will exchange about 98% of the
outstanding subordinated notes for 51.9 million shares of SunCom
Wireless Holdings Inc.'s Class A Common stock, giving effect for a
1-for-10 reverse stock split effected under the Agreement and Plan
of Merger.

Consummation of the Exchange Agreement cannot occur until the
necessary approval is received from the Federal Communications
Commission.  Parties to the Exchange Agreement are actively
working with the FCC to obtain the necessary approval.

                         About SunCom Wireless

Based in Berwyn, Pennsylvania, SunCom Wireless Holdings Inc.
(NYSE: TPC) (OTC: SWSH.OB) -- http://www.suncom.com/-- offers  
digital wireless communications services to more than one million
subscribers in the southeastern United States, Puerto Rico and the
U.S. Virgin Islands.  SunCom is committed to delivering Truth in
Wireless by treating customers with respect, offering simple,
straightforward plans and by providing access to the largest GSM
network and the latest technology choices.


TESORO PETROLEUM: Fitch Rates New $500 Million Senior Notes at BB
-----------------------------------------------------------------
Fitch Ratings has revised its Outlook on Tesoro Petroleum
Corporation (NYSE: TSO) from Stable to Positive, following the
closing of the company's acquisition of Shell Oil Products'
100,000 bpd Wilmington refinery in Los Angeles plus affiliated
retail assets.

Fitch has also assigned a rating of 'BB' to the company's recently
issued $500 million of senior unsecured ten year notes.  Proceeds
from the notes will be used to help repay $700 million in funds
used to make the Wilmington purchase.

Fitch has also affirmed Tesoro's debt:

    -- Issuer Default Rating 'BB';
    -- Senior secured credit facility 'BB+';
    -- Senior unsecured notes 'BB';
    -- Senior subordinated notes 'B+'.

The Positive Outlook reflects the strong outlook for U.S. refiners
heading into the driving season, the progress that Tesoro has made
to date in paying off acquisition debt, and the improved
diversification of cash flows which will come from operating a
larger seven refinery system.  Offsetting factors include
increasing efforts by management to reward shareholders, higher
capital expenditures at Tesoro's refineries over the next few
years, and lingering concerns over management's long-term
commitment to maintaining a stronger credit profile.

From a strategic perspective, the Wilmington acquisition is
attractive for a number of reasons.  The deal strengthens Tesoro's
position as a West coast refiner by adding high complexity
refining capacity in the key California market.  Complex
refineries have a greater ability to process heavy, high sulfur
feedstocks, which tend to be inexpensive relative to other crude
oils.  The company also hopes to realize key synergies from the
deal, including economies of scale associated with larger crude
purchases for its refineries.

Following the acquisition, Tesoro owns and operates seven crude
oil refineries with a rated crude oil capacity of approximately
663,000 bpd.  Five of Tesoro's refineries are on the West Coast,
with facilities in California, Alaska, Hawaii, and Washington.  
Tesoro also has refineries in Salt Lake City, Utah, and Mandan,
North Dakota.  Tesoro sells refined products wholesale or through
its network of branded retail outlets.


TOWN SPORTS: March 31 Balance Sheet Upside-Down by $20.3 Million
----------------------------------------------------------------
Town Sports International Holdings Inc. reported as of March 31,
2007, it had total assets of $436.4 million, total liabilities of
$456.7 million, and total stockholders' deficit of $20.3 million.

Net loss for the first quarter ended March 31, 2007, was $3.8
million compared to a net loss of $135,000 in first quarter 2006.

First quarter 2007 total revenue grew 10.9% to $115.4 million from
$104 million for the first quarter of 2006.  Comparable club
revenue increased 7.8% during the first quarter compared to the
same period in the prior year.

Cash flow from operations for first quarter 2007 decreased
$15.8 million or 45.6% to $18.9 million from $34.7 million in
first quarter 2006.

Cash used in financing activities for first quarter 2007 totaled
$2.9 million.  On Feb. 27, 2007, TSI LLC received proceeds of
$185 million from a new term loan facility. The proceeds from this
facility were used to repay the remaining $170 million principal
of TSI LLC's 9-5/8% Senior Notes.  The premium paid for this early
debt extinguishment was $9.3 million and the costs related to the
new credit facility were $2.6 million.

Robert Giardina, chief executive officer of TSI, commented: "We
are pleased to have started the year with good results and
continued positive momentum.  Most notably, comparable club
revenue growth was again strong, increasing 7.8% and driven by
both increased membership and ancillary revenue.  New membership
sign-ups remained solid and we grew our membership base by 8.7%
when compared to March 31, 2006, which was in line with our plan
for the quarter, and we continue to anticipate opening
approximately 15 new clubs in 2007, equal to 10% square footage
growth."

                          About Town Sports

Town Sports International Holdings Inc. owns and operates fitness
clubs in the Northeast and Mid-Atlantic regions of the United
States and the fourth largest fitness club operator in the United
States, in each case as measured by number of clubs.  As of March
31, 2007, it owned and operated 150 fitness clubs and partly owned
and operated two fitness clubs.  These 152 clubs collectively
served about 476,000 members.


TRIBUNE CO: Completes Offer with 126 Million Shares Tendered
------------------------------------------------------------
Tribune Company disclosed the final results of its tender offer
which expired at 5:00 p.m., New York time, Thursday, May 24, 2007.

Tribune has accepted for payment 126 million of the 218,132,108
shares tendered in the tender offer, at a price of $34 per share.
The shares tendered represent approximately 90% of shares
outstanding, and the shares that Tribune will repurchase represent
approximately 52% of shares outstanding.  After the repurchase,
Tribune will have approximately 117 million shares of common stock
outstanding.

In connection with more than 126 million shares-tendered in the
tender offer, proration of tendered shares, except for "odd lots",
was required.  Based on the number of shares tendered, the company
will apply a proration factor of 0.5771140650.  The proration
factor is based on the ratio of 126 million shares to the total
number of shares properly tendered and not properly withdrawn by
all shareholders, other than "odd lot" holders.

The company will commence payment for shares purchased in the
tender offer promptly and in any event no later than June 5, 2007.
Payment for shares purchased will be made in cash, without
interest.  The company will promptly return shares that it does
not purchase to the tendering stockholders at the company's
expense.

"The company is pleased with the results of the tender offer and
its successful conclusion," Dennis FitzSimons, Tribune chairman,
president and chief executive officer, said.  "The first stage of
the company's transaction that will result in Tribune Company
going private is now complete.  The company looks forward to
obtaining the necessary approvals for the next stage of the
transaction and to completing the transition to a private
company."

Merrill Lynch & Co., Citigroup Global Markets Inc., J.P. Morgan
Securities Inc. and Banc of America Securities LLC served as Co-
Dealer Managers for the tender offer.

Innisfree M&A Incorporated served as Information Agent and
Computershare Trust Company, N.A. served as the Depositary. Any
questions about the tender offer may be directed to Innisfree M&A
at 501 Madison Avenue, New York, NY 10022, telephone (877) 825-
8621 (banker and brokerage firms call collect (212) 750-5833).

                       About Tribune Company

Headquartered in Chicago, Tribune Company (NYSE: TRB) --
http://www.tribune.com/-- is one of the country's top media  
companies, operating businesses in publishing, interactive and
broadcasting.  It reaches more than 80% of U.S. households
and is the only media organization with newspapers, television
stations and websites in the nation's top three markets.  In
publishing, Tribune's leading daily newspapers include the Los
Angeles Times, Chicago Tribune, Newsday (Long Island, NY), The Sun
(Baltimore), South Florida Sun-Sentinel, Orlando Sentinel  and
Hartford Courant.  The company's broadcasting group operates 23
television stations, Superstation WGN on national cable, Chicago's
WGN-AM and the Chicago Cubs baseball team.

                          *     *     *

As reported in the Troubled Company Reporter on April 25, 2007,
Moody's Investors Service downgraded Tribune Company's Corporate
Family rating to Ba3 from Ba1, existing senior unsecured notes to
B2 from Ba1, and subordinated notes to B2 from Ba2.  The rating
actions reflect the significant increase in leverage that will
result from Tribune's repurchase of approximately $4.2 billion of
common stock through a tender offer in the first step of its plan
to go private, and that the increase in leverage is occurring at a
time of pressure on Tribune's advertising revenue and operating
margins.


TRIBUNE CO: Matthew Bender Tax Case Settlement Offer Pending
------------------------------------------------------------
Tribune Company reported that an offer of settlement is pending in
its appeal of the 2005 Tax Court decision disallowing the tax free
reorganization of Matthew Bender, a former subsidiary of The Times
Mirror Company.

Under the proposed settlement, Tribune will receive refunds of
approximately $350 million in federal and state income taxes and
interest resulting from payments made for both the Matthew Bender
transaction and a similar transaction completed by Times Mirror.
Tribune acquired Times Mirror in June 2000, and inherited the
preexisting tax dispute at that time.

A filing with the Seventh Circuit U.S. Court of Appeals said that
while it is not certain that the settlement will be approved,
counsel for both parties are optimistic that the case can be
resolved without the intervention of the Court.  The Court has
agreed to defer the June 5 oral argument for 90 days to allow for
governmental review and approval of the offer.

Tribune expects to have further information regarding its offer of
settlement in the third quarter of 2007.  Both parties are
restricted from publicly discussing the terms of the settlement
agreement, except as otherwise legally required.

                       About Tribune Company

Headquartered in Chicago, Tribune Company (NYSE: TRB) --
http://www.tribune.com/-- is one of the country's top media  
companies, operating businesses in publishing, interactive and
broadcasting.  It reaches more than 80% of U.S. households
and is the only media organization with newspapers, television
stations and websites in the nation's top three markets.  In
publishing, Tribune's leading daily newspapers include the Los
Angeles Times, Chicago Tribune, Newsday (Long Island, NY), The Sun
(Baltimore), South Florida Sun-Sentinel, Orlando Sentinel  and
Hartford Courant.  The company's broadcasting group operates 23
television stations, Superstation WGN on national cable, Chicago's
WGN-AM and the Chicago Cubs baseball team.

                          *     *     *

As reported in the Troubled Company Reporter on April 25, 2007,
Moody's Investors Service downgraded Tribune Company's Corporate
Family rating to Ba3 from Ba1, existing senior unsecured notes to
B2 from Ba1, and subordinated notes to B2 from Ba2.  The rating
actions reflect the significant increase in leverage that will
result from Tribune's repurchase of approximately $4.2 billion of
common stock through a tender offer in the first step of its plan
to go private, and that the increase in leverage is occurring at a
time of pressure on Tribune's advertising revenue and operating
margins.


TURNAGE HOLDINGS: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Turnage Holdings, LLC
        19230 Hikers Trail Drive
        Humble, TX 77346
        Tel: (281) 883-4746

Bankruptcy Case No.: 07-33454

Chapter 11 Petition Date: May 30, 2007

Court: Southern District of Texas (Houston)

Judge: Letitia Z. Clark

Debtor's Counsel: Michael J. Durrschmidt, Esq.
                  Hirsch & Westheimer, P.C.
                  700 Louisiana, 25th Floor
                  Houston, TX 77002-2728
                  Tel: (713) 220-9165
                  Fax: (713) 223-9319

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

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


VESCOR CAPITAL: Case Summary & 21 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Vescor Capital Inc.
        4590 Harrison Boulevard, Suite 200
        Ogden, UT 84403

Bankruptcy Case No.: 07-22435

Type of Business: VesCor Capital invests in real estate-based,
                  income-producing projects throughout the western
                  United States.

Chapter 11 Petition Date: May 30, 2007

Court: District of Utah (Salt Lake City)

Judge: Glen E. Clark

Debtor's Counsel: J. Thomas Beckett, Esq.
                  Parsons Behle & Latimer
                  201 South Main Street, Suite 1800
                  P.O. Box 45898
                  Salt Lake City, UT 84145-0898
                  Tel: (801) 532-1234
                  Fax: (801) 536-6111

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's List of its 21 Largest Unsecured Creditors:

   Entity                              Claim Amount
   ------                              ------------
B&I Buchanan Family L.P.                 $6,003,197
c/o Bernard Buchanan
1910 Pheasant Drive
Harlingen, TX 78550

Buchanan Family Trust                    $5,145,765
c/o Bernard Buchanan
1910 Pheasant Drive
Harlingen, TX 78550

Buck Investments, LLC                    $3,255,326
c/o Bernard Buchanan
1910 Pheasant Drive
Harlingen, TX 78550

Martin Gerla                             $1,250,000
Via Verdi 191
2272 WE Voorburg Holland

Richard Parmenter                        $1,170,304
21 Ocean Harbor Lane
Las Vegas, NV 89148

Waldo C. Perkins                         $1,030,953
2556 Sherwood Drive
Salt Lake City, UT 84108

ATI Group, LLC                           $1,000,000
c/o Adam Titus
3767 Caesars Circle
Las Vegas, NV 89120

Ron & Carla Mulder                       $1,000,000
Don Boscostraat 11
2161 KW Lisse Holland

Mark W. Garrity                            $843,924
1029 Keys Drive
Boulder City, NV 89005

Jay R. Christensen                         $758,479
275 Eagle Way
North Salt Lake, UT 84054

Valle Verde Family L.P.                    $742,494
c/o Jonathan Yantis
21 Tahiti Beach Island Road
Coral Gables, FL 33143-6540

Nancy Barnes                               $615,216
7321 Sundown Avenue
Las Vegas, NV 89113

Bruce J. Dockstader                        $593,750
1040 North Berkshire Drive
Washington, UT 84780

Neal Yoshida                               $549,500
901 Filbert Avenue
Clovis, CA 93611

Arthur Potter Jennings                     $542,481
411 Grandview Farms Drive
Union, MO 63084-4470

DAR First Family L.P.                      $537,883
c/o Darlene Howard
1501 East Mt. Charleston Drive South
Pahrump, NV 89048

Theron N. Jensen Family Trust              $506,927
c/o Theron Jensen
P.O. Box 193
Mesquite, NV 89024

Marinus DeBlieck                           $500,000
Sportlaan 3-306
2215 NB Voorhout Holland

Margery Doxey Hatch Family Living Trust    $500,000
c/o C. Steven Hatch
2152 East Calle Maderas
Mesa, AZ 85203

J. Lamar & Lynne Richards, J.T.W.R.O.S     $500,000
7616 South Keswick Road
Sandy, UT 84093

Siobhan, Inc.                              $500,000
c/o Vilma Thomas
101 Convention Center Drive, Suite 700
Las Vegas, NV 89109


WEIGHT WATCHERS: March 31 Balance Sheet Upside-Down by $1 Billion
-----------------------------------------------------------------
Weight Watchers International, Inc. had total assets of
$1 billion, total liabilities of $2 billion, resulting in a total
stockholders' deficit of $1 billion as of March 31, 2007.

The company's balance sheet as of March 31, 2007, also showed
strained liquidity with total current assets of $268.2 million and
total current liabilities of $186.6 million.

For the first quarter of 2007, net revenues increased $57.4
million or 16.8% to $399.4 million, up from $342 million in the
first quarter of 2006.  Net income for the first quarter of 2007
was $53.8 million, as compared with $57 million for the first
quarter of 2006.

                       Sources and Uses of Cash

For the three months ended March 31, 2007, cash and cash
equivalents were $53.9 million, an increase of $16.4 million from
Dec. 30, 2006.  For the three months ended April 1, 2006, cash and
cash equivalents were $52.9 million, an increase of $21.4 million
from Dec. 31, 2005.

                            Balance Sheet

Comparing the balance sheet at March 31, 2007 with that at Dec.
30, 2006, the company's cash balance has increased by $16.4
million to $53.9 million, as noted above.  The company's working
capital deficit at March 31, 2007, was $81.5 million, including
$53.9 million of cash, as compared to $81.8 million, including
$37.5 million of cash, at Dec. 30, 2006.  Excluding the change in
cash, the working capital deficit increased by $16.1 million from
Dec. 30, 2006, to March 31, 2007.

Of the $16.1 million increase in negative working capital, about
$36.1 million relates to operational items and $3.6 million
reflects an increase in the current portion of our long-term debt.  
These are partially offset by a decrease in negative working
capital of
$23.6 million arising from higher deferred taxes.  The $36.1
million of operational items is largely the result of a $28.3
million increase in deferred revenue for member prepayments
associated with our new commitment plans.  The remaining $7.8
million is comprised of net payables and accrued expenses
increasing $8.8 million, inventories declining by $3.6 million,
and a $4.6 million higher receivables balance in the quarter.

                           Long Term Debt

As of March 31, 2007, the WWI Credit Facility consists of a term
loan facility in an aggregate amount of up to $1.5 billion
consisting of Term Loan A, Additional Term Loan A and Term Loan B,
and the Revolver in the amount of up to $500 million.  At March
31, 2007, WWI had debt of $1.8 billion and had additional
availability under its $500 million Revolver of $229.2 million.

At March 31, 2007 and Dec. 30, 2006, the company's debt consisted
entirely of variable-rate instruments.  The average interest rate
on our debt was about 6.7% and 6.8% per annum at March 31, 2007,
and Dec. 30, 2006, respectively.

Commenting on results, David Kirchhoff, president and chief
executive officer of the company, said, "During the first quarter,
we began to see some of the benefits of our transforming
initiatives, particularly Monthly Pass.  The company is taking
meaningful steps to achieve its long-term growth aspirations by
focusing on improving member success and increasing our overall
relevance."

The company reaffirms its full year 2007 earnings guidance of
between $2.33 and $2.47 per fully diluted share, including $0.02
per share of non-recurring expense associated with the early
extinguishment of debt in the first quarter of 2007.

                       About Weight Watchers

Weight Watchers International Inc. (NYSE: WTW) --
http://www.weightwatchersinternational.com/-- provides weight  
management services, operating globally through a network of
Company-owned and franchise operations. Weight Watchers holds over
50,000 weekly meetings where members receive group support and
education about healthy eating patterns, behavior modification and
physical activity. WeightWatchers.com provides innovative,
subscription weight management products over the Internet and is
the leading Internet-based weight management provider in the
world. In addition, Weight Watchers offers a wide range of
products, publications and programs for those interested in weight
loss and weight control.


WELLS FARGO: Fitch Puts Low B Ratings on $15.3 Mil. Certificates
----------------------------------------------------------------
Wells Fargo mortgage pass-through certificates, series 2007-7, are
rated by Fitch Ratings as:

     -- $4,908,867,629 classes A-1 through A-51, A-PO, and A-R
        'AAA' (senior certificates);

     -- $114,752,000 class B-1 'AA';

     -- $30,601,000 class B-2 'A';

     -- $20,401,000 class B-3 'BBB';

     -- $10,200,000 class B-4 'BB'; and

     -- $5,100,000 class B-5 'B'.

The 'AAA' ratings on the senior certificates reflect the 3.75%
subordination provided by the 2.25% class B-1, the 0.60% class B-
2, the 0.40% class B-3, the 0.20% privately offered class B-4, the
0.10% privately offered class B-5, and the 0.20% privately offered
class B-6.  The ratings on the class B-1, B-2, B-3, B-4, and B-5
certificates are based on their respective subordination.  Class
B-6 is not rated by Fitch.

This transaction contains certain classes designated as
Exchangeable REMIC certificates and Exchangeable Certificates.

Exchangeable REMIC Certificates: A-9.

Exchangeable Certificates: A-50 and A-51.

All other classes are regular certificates.

All or a portion of certain classes of offered exchangeable REMIC
certificates may be exchanged for a proportionate interest in the
related exchangeable certificates.  All or a portion of the
exchangeable certificates may also be exchanged for the related
offered exchangeable REMIC certificates in the same manner.  This
process may occur repeatedly.  The classes of offered exchangeable
REMIC certificates and of exchangeable certificates that are
outstanding at any given time, and the outstanding principal
balances and notional amounts of these classes, will depend upon
any related distributions of principal, as well as any exchanges
that occur.  Offered exchangeable REMIC certificates and
exchangeable certificates in any combination may be exchanged only
in the proportions shown in the governing documents. Holders of
exchangeable certificates will be the beneficial owners of a
proportionate interest in the certificates in the related
combination group and will receive a proportionate share of the
distributions on those certificates.

With respect to any distribution date, the aggregate amount of
principal and interest distributable to, and amount of principal
and interest losses and interest shortfalls on, all of the
exchangeable certificates in any exchangeable combination on such
distribution date will be identical to the aggregate amount of
principal and interest distributable to, and amount of principal
and interest losses and interest shortfalls on, all of the
exchangeable REMIC certificates in the related REMIC combination
on such distribution date.

Fitch believes the amount of credit enhancement available will be
sufficient to cover credit losses. The ratings also reflect the
high quality of the underlying collateral, the integrity of the
legal and financial structures, and the primary servicing
capabilities of Wells Fargo Bank, N.A. ([WFB]; rated 'RPS1' by
Fitch).

The transaction consists of 8,620 fixed interest rate, first lien
mortgage loans, with an original weighted average term to maturity
of approximately 30 years.  The aggregate unpaid principal balance
of the pool is $5,100,122,415 as of May 1, 2007 (the cut-off
date), and the average principal balance is $591,662.  The
weighted average original loan-to-value ratio of the loan pool is
approximately 72.66%; 1.59% of the loans have an OLTV greater than
80%.  The weighted average coupon of the mortgage loans is 6.302%,
and the weighted average FICO score is 746.  The states that
represent the largest geographic concentration are California
(44.47%) and New York (6.93%).  All other states represent less
than 5% of the outstanding balance of the pool.

None of the mortgage loans are 'high cost' loans as defined under
any local, state, or federal laws.

All of the mortgage loans were generally originated in conformity
with underwriting standards of WFB.  WFB sold the loans to Wells
Fargo Asset Securities Corporation, a special purpose corporation,
who deposited the loans into the trust.  The trust issued the
certificates in exchange for the mortgage loans.  WFB will act as
servicer and custodian, and HSBC Bank USA, National Association
will act as trustee.  Elections will be made to treat the trust as
one real estate mortgage investment conduit for federal income tax
purposes.


WINDSTREAM CORP: Fitch Affirms BB+ IDR on CT Communication Deal
---------------------------------------------------------------
Fitch Ratings has affirmed Windstream Corporation's Issuer Default
Rating at 'BB+' and other ratings.  The Rating Outlook is Stable.

On May 29, 2007, Windstream announced a definitive agreement to
acquire CT Communications, Inc., which Windstream anticipates
funding through a combination of cash and debt.  The total value
of the transaction is approximately $585 million including the
assumption of cash and debt.

The affirmation reflects Fitch's view that while Windstream's
acquisition of CT will be slightly levering upon its close,
leverage will remain in the 'BB+' category.  For the 12 months
ending March 31, 2007, CT had approximately $57 million of EBITDA
and $179 million of revenues.  Windstream expects to realize
approximately $30 million in annual cost syngeries in the first
full year of operations after the close of the transaction, which
is expected for the second half of 2007 following the customary
regulatory and CT shareholder approvals.

Fitch believes Windstream will be able to finance the transaction
through its expected cash balances and available revolving credit
facilities, although Fitch would expect the company to raise a
portion of the financing in the long-term debt markets.

At March 31, 2007, Windstream had approximately $398 million in
cash, and its $500 million revolving credit facility was undrawn.  
The revolving credit facility matures in July 2011.  Debt
maturities in the next several years, including the required
amortization of the $1.9 billion outstanding on its term credit
facilities, are nominal.

Additional factors supporting the affirmation of Windstream's IDR
and Stable Outlook include prospects for strong operating cash
flow, stable credit-protection metrics and access to ample
liquidity.  The company's business profile should be relatively
stable due to its primarily rural operations.  Fitch forecasts
Windstream's dividend payout ratio as a percentage of its net free
cash flow in the 70%-75% range.  Fitch expects the company to
maintain a relatively stable leverage ratio, with debt-to-EBITDA
in the 3.2 times-3.3x range over the next few years.  Pro forma
for the mid-2006 merger with Valor Communications Group, Inc.,
gross debt-to-operating EBITDA was 3.3x in 2006.

Fitch believes that Windstream's rural footprint provides it with
modestly lower exposure to competition than the urban-based
Regional Bell Operating Companies.  In 2007, Fitch expects
Windstream to experience increased pressure on its revenues and
cash flow from cable telephony competition, as cable operators
roll-out their offerings beyond the 40% of Windstream's access
lines currently covered.  Windstream will need to be successful in
mitigating this pressure by growing revenue from new services,
including the continued deployment of high-speed data services,
and by including satellite-provided video services in its bundle.  
In addition, the company will attempt to mitigate pressure on cash
flow through cost controls and the realization of synergies
arising from the combination of its predecessor companies'
operations.

Windstream's credit facilities are secured by assets in a portion
of the regulated wireline business as well as by the assets of its
unregulated businesses.  Regulated subsidiaries that required the
approval of the transaction, or approval of a grant of a
guarantee, by state regulators did not provide a guarantee to the
senior secured credit facilities.  Principal financial covenants
in the credit facilities require a minimum interest coverage ratio
of 2.75x and a maximum leverage ratio of 4.5x.  There will be
limitations on capital spending, and the dividend will be limited
to the sum of excess free cash flow and net cash equity issuance
proceeds subject to pro forma leverage of 4.5x or less.

Fitch has affirmed these ratings:

Windstream Corporation

    -- IDR 'BB+';
    -- Secured credit facility 'BBB-';
    -- Senior unsecured notes 'BB+'.

Valor Telecommunications Enterprises, LLC and Valor

Telecommunications Enterprises Finance Corp.
(co-issuers)

    -- IDR 'BB+';
    -- Senior notes 'BBB-'.

Windstream Georgia Communications

    -- IDR 'BB+';
    -- Senior unsecured notes 'BBB-'.

Windstream Holdings of the Midwest

    -- IDR 'BB+';
    -- Senior unsecured notes 'BB+'.


* Large Companies with Insolvent Balance Sheets
-----------------------------------------------  

                                Total  
                                Shareholders  Total     Working  
                                Equity        Assets    Capital       
  Company               Ticker  ($MM)          ($MM)     ($MM)  
  -------               ------  ------------  -------  --------  
Abraxas Petro           ABP         (22)         118       (4)
AFC Enterprises         AFCE        (25)         162        4
Alaska Comm Sys         ALSK        (29)         551       19
Alliance Imaging        AIQ          (4)         678       50
Bare Escentuals         BARE       (189)         184       91
Blount International    BLT         (98)         448      135
CableVision System      CVC      (5,349)       9,654     (638)
Calpine Corp            CPNLQ    (7,348)      18,594   (3,055)
Carrols Restaurant      TAST        (26)         453      (31)
Cell Therapeutic        CTIC       (101)          94       24
Centennial Comm         CYCL     (1,090)       1,393       92
Charter Comm-A          CHTR     (6,345)      15,177   (1,015)
Cheniere Energy         CQP        (168)       2,104      108
Choice Hotels           CHH         (70)         305      (55)
Cincinnati Bell         CBB        (773)       1,951       27
Claymont Stell          PLTE        (50)         150       67
Compass Minerals        CMP         (46)         691      157
Corel Corp.             CRE         (21)         271       42
Crown Holdings          CCK        (225)       6,582      310
Crown Media HL          CRWN       (519)         759       64
CV Therapeutics         CVTX        (90)         356      263
Dayton Superior         DSUP       (106)         312       79
Deluxe Corp             DLX         (40)       1,223     (402)
Denny's Corporation     DENN       (221)         444      (67)
Depomed Inc.            DEPO        (37)          37       16
Domino's Pizza          DPZ        (561)         421       39
Dun & Bradstreet        DNB        (458)       1,392     (238)
Echostar Comm           DISH        (30)       9,066    1,150
Embarq Corp             EQ         (331)       8,983     (409)
Emeritus Corp.          ESC        (112)         953      (55)
Empire Resorts I        NYNY        (10)          71       12
Encysive Pharmaceutical ENCY       (122)          87       52
Enzon Pharmaceutical    ENZN        (55)         369      180
Epix Pharmaceutical     EPIX        (51)         112       39
Extendicare Real        EXE-U       (20)       1,316       29
Foamex Intl             FMXI       (272)         579      150
Ford Motor Co           F        (3,447)     281,491   (8,138)
Gencorp Inc.            GY          (65)       1,037       31
General Motors          GM       (3,202)     185,198   (5,059)
Graftech International  GTI         (86)         772      241
Healthsouth Corp.       HLS      (1,602)       3,238     (398)
I2 Technologies         ITWO        (15)         185       32
ICOS Corp               ICOS        (18)         285      112
IDEARC Inc              IAR      (8,755)       1,508      171
IMAX Corp               IMX         (33)         243       84
IMAX Corp               IMAX        (33)         243       84
Incyte Corp.            INCY       (104)         325      261
Indevus Pharma          IDEV       (144)          76       36
Intermune Inc           ITMN        (55)         249      195
Ista Pharmaceuticals    ISTA        (15)          48       18
Koppers Holdings        KOP         (70)         671      177
Life Sciences           LSR          (1)         237       25
Lodgenet Entertainment  LNET        (54)         274        8
Maxxam Inc              MXM        (224)         560      142
McMoran Exploration     MMR         (47)         446      (31)
Mediacom Comm           MCCC       (110)       3,620     (269)
National Cinemed        NCMI       (585)         401       43
Neurochem Inc            NRM        (34)          61       20
New River Pharma        NRPH       (110)         152      (19)
New World Restaurant    NWRG        (75)         133       (8)
Nexstar Broadcasting    NXST        (80)         709       23
NPS Pharm Inc.          NPSP       (213)         180     (219)
ON Semiconductor        ONNN       (138)       1,441      309
Primedia Inc            PRM        (434)       1,294      763
Protection One          PONN        (85)         441       (1)
Qwest Communication     Q        (1,534)      20,701   (1,440)
Radnet Inc.             RDNT        (48)         396       31
Ram Energy Resources    RAME         (2)         184       (6)
Regal Entertainment     RGC        (130)       3,085     (131)
Riviera Holdings        RIV         (28)         221       13
RSC Holdings Inc        RRR        (408)       3,281   (3,410)
Rural Cellular          RCCC       (587)       1,362      183
Rural/Metro Corp.       RURL        (93)         298       38
Savvis Inc.             SVVS        (14)         640      145
Sealy Corp.             ZZ         (154)       1,021       61
Senorx Inc              SENO         (4)          16        2
Sipex Corp              SIPX        (12)          53        7
St. John Knits Inc.     SJKI        (52)         213       80
Station Casinos         STN        (178)       3,694      (46)
Stelco Inc              STE         (83)       2,788      656
Sun-Times Media         SVN        (369)         929     (265)
Suncom Wire-CL          SCWH       (433)       1,639      209
TechTarget              TTGT        (66)          94       31
Town Sports Int.        CLUB        (20)         436      (52)
Unisys Corp.            UIS          (5)       3,913      317
Weight Watchers         WTW      (1,053)       1,019      (82)
Western Union           WU         (172)       5,354      972
Westmoreland Coal       WLB        (108)         759      (55)
Worldspace Inc.         WRSP     (1,641)         527       85
WR Grace & Co.          GRA        (467)       3,628      912
XM Satellite            XMSR       (445)        1943      (76)
Xoma Ltd.               XOMA         (6)          70       28

                             *********

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
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Monthly Operating Reports are summarized in every Saturday edition
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For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                             *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Marie Therese V. Profetana, Shimero R. Jainga, Ronald C. Sy,
Joel Anthony G. Lopez, Cecil R. Villacampa, Jason A. Nieva,
Melanie C. Pador, Ludivino Q. Climaco, Jr., Loyda I. Nartatez,
Tara Marie A. Martin, John Paul C. Canonigo, Sheena Jusay, and
Peter A. Chapman, Editors.

Copyright 2007.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
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                    *** End of Transmission ***