TCR_Public/071030.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, October 30, 2007, Vol. 11, No. 257

                             Headlines



ADAPTEC INC: Inks Settlement Agreement with Steel Partners
AEGIS MORTGAGE: Taps Johnson Associates as Compensation Advisor
AGILENT TECHNOLOGIES: Prices $600 Million of Senior Notes Offering
ARINC INC: Credit Deterioration Cues S&P to Lower Rating to B
ARLO VI: Moody's Reviews Ratings on 17 Notes and May Downgrade

BANKALTANTIC BANCORP: Fitch Lowers Issuer Default Rating to BB
BANC OF AMERICA: Fitch Cuts Rating on $5.9 Mil. Certificates to C
BANC OF AMERICA: Fitch Junks Rating on Class-X-B-5 Certificates
BANC OF AMERICA: Moody's Rates $38.8 Mil. Class L Certs. at Ba1
BFC SILVERTON: Moody's Junks Ratings on Two Note Classes

BIOVAIL CORP: Moody's Withdraws Ba3 Corporate Family Rating
CAMBER 6: Moody's Junks Rating on Mezzanine Credit Swap Notes
CHERRY CREEK: Moody's Lowers Rating on Class B Notes to B2
CMS ENERGY: Paying Quarterly Dividends on Common & Preferred Stock
COTT CORP: Posts $5.8 Mil. Net Loss in Quarter Ended Sept. 29

COUNTRYWIDE FINANCIAL: Posts $1.2 Billion Net Loss in 3rd Quarter
COVENTRY HEALTH: Earns $168.7 Million in Quarter Ended Sept. 30
DAVID HONSE: Case Summary & Six Largest Unsecured Creditors
DON QUIXOTE: Case Summary & 20 Largest Unsecured Creditors
EMC MORTGAGE: Fitch Cuts Ratings on Two Cert. Classes to Low-B

FEDDERS CORP: Notification Protocols for Securities Trading Okayed
FIDELITY NATIONAL: Fitch Places Issuer Default Rating at BB
FORD MOTOR: UAW Talks Intensifies After Chrysler Ratifies Pact
FORSTER DRILLING: Posts $1.7 Mil. Net Loss in Qtr. Ended Aug. 31
FREEPORT-MCMORAN: Fitch Lifts Issuer Default Rating to BB+

GE COMMERCIAL: Fitch Affirms Low-B Ratings on Five Certificates
GEMSTONE CDO: Moody's Junks Rating on $10.1 Mil. Class E Notes
GEMSTONE CDO: Moody's Reviews Ba2 Rating on Class E Notes
GMAC COMMERCIAL: Fitch Junks Ratings on Two Cert. Classes
GREENBELT CT: Wants to Reject Gaithersburg Lease Pact w/ Guardian

GREGG WARD: Case Summary & 19 Largest Unsecured Creditors
HALO TECH: Court Okays Retention of Wallman as Special Counsel
HALO TECH: Court Okays Retention of Del Conte Hyde as Accountant
HARBOURVIEW CLO: Notes Redemption Cues S&P to Withdraw Ratings
HARBORVIEW MORTGAGE: Fitch Junks Ratings on Two. Cert. Classes

HARMAN INT'L: Earns $36.5 Million in 1st Quarter Ended Sept. 30
HEALTH MANAGEMENT: Earns $30.5 Million in Quarter Ended Sept. 30
HORIZON LINES: Earns $1.6 Million in Third Quarter Ended Sept. 23
HYDRO SPA: Committee Wants to Employ Foley & Lardner as Counsel
HYDRO SPA: Court OKs GlassRatner as Committee's Financial Advisors

HYDRO SPA: Wants to Hire Oscher Consulting as Forensic Accountants
INDEPENDENCE VII: Moody's Junks Ratings on Two Note Classes
ENERGY AND INDUSTRIAL: S&P Rates $375 Million Term Loan at BB
INDYMAC BANK: Fitch Junks Ratings on Two Certificate Classes
IVY LANE: Moody's Cuts $25 Mil. Class C Notes' Rating to B2

IXIS ABS: Moody's Cuts Ratings on Two Note Classes to Low-B
JOPINDAR HARIKA: Voluntary Chapter 11 Case Summary
JORGE NEUKIRCHEN: Case Summary & 12 Largest Unsecured Creditors
KENT FUNDING: Moody's Reviews Ba1 Rating on Class E Notes
KITTY HAWK: To Cease Scheduled Network Air & Ground Operations

KLEROS REAL: Moody's Cuts $26 Mil. Class D Notes' Rating to B1
KLEROS REAL: Moody's Junks Rating on $15 Mil. Class E Notes
LA PALOMA: Weak Performance Prompts S&P's Rating Downgrade to B+
LEBARON DRYWALL: Wants Exclusive Plan-Filing Period Set to Nov. 12
LEXINGTON CAPITAL: Moody's Reviews Ratings and May Downgrade

LIBERTAS PREFERRED: Moody's Reviews Ba1 Rating on Class G Notes
LINEAR TECH: Sept. 30 Balance Sheet Upside-Down by $1.97 Billion
LONGSHORE CDO: Moody's Junks Rating on $7.5MM Preference Shares
LONGSHORE CDO: Moody's Reviews Ba2 Rating on $9MM Income Notes
LONGSTREET CDO: Moody's Cuts Ratings on Four Notes to Low-B

LYNX 2002-1: S&P Affirms Junk Rating on Class D Notes
MARCUS WARE: Case Summary & Nine Largest Unsecured Creditors
MASTEC INC: Inks $12.6 Million Wage and Hour Lawsuit Settlement
MERCURY CDO: Moody's Cuts Rating on $10MM Class D Notes to Ba3
MIDORI CDO: Moody's Reviews Ratings and May Downgrade

MKP CBO: Moody's Junks Ratings on Two Note Classes
ML-CFC COMMERCIAL: S&P Puts Low-B Ratings on Six Cert. Classes
MONTAUK POINT: Moody's Lowers Ratings on Two Notes to Low-B
MONTAUK POINT: Moody's Reviews Ba1 Rating on $4MM Class G Notes
MONTROSE HARBOR: Moody's Junks Ratings on Two Note Classes

MORGAN STANLEY: Fitch Holds Low-B Ratings on Three Certificates
MOVIE GALLERY: Notified by Ernst & Young of Accounting Issues
MOVIE GALLERY: Wants to Restrict Equity Trades to Protect NOLs
N-45 FIRST: Fitch Holds BB+ Rating on CDN$3.7 Mil. Class E Notes
NORTH COVE: Moody's Cuts Ratings on Two Note Classes to Low-B

OCEAN DOVE: Atlantic Oceanfront Inn to Be Sold for $400,000
ONE TWO: Case Summary & 20 Largest Unsecured Creditors
OTTIMO FUNDING: S&P Junks Rating on Extendible CP Notes
POPE & TALBOT: Files for Protection Under CCAA
PRIVA INC: Court Approves Sale of Assets to Fiberlinks Textiles

RALEYS TOWN: Case Summary & Six Largest Unsecured Creditors
REGENCY ENERGY: Seeks Candidates for Independent Director Posts
RESIDENTIAL ACCREDITED: Fitch Takes Rating Actions on 10 Deals
RIDGEWAY COURT: Moody's Cuts Class C Notes' Rating to Ba3
RIVIERA TOOL: Secured Lender Forecloses All Assets and Rights

RSC HOLDINGS: Sept. 30 Balance Sheet Upside-Down by $73.2 Million
SAIL DEALS: Moody's Takes Rating Actions on 21 Certificates
SALEM CAPITAL: Case Summary & 14 Largest Unsecured Creditors
SALOMON BROTHERS: Moody's Holds Caa2 Rating on Class N Certs.
SANTA FE: S&P Lowers Bond's Rating to BB and Says Outlook is Neg.

SCO Group: Court OKs $36 Million Sale of Unix to JGD Management
SEAGATE TECHNOLOGY: Earns $355 Million in Quarter Ended Sept. 28
SHAW COMMS: Earns CDN$136 Million in 4th Quarter Ended Aug. 31
SOLAR TRUST: Moody's Affirms Low-B Ratings on Four Certificates
SPECTRX INC: June 30 Balance Sheet Upside-Down by $2.7 Million

STARWOOD HOTELS: Earns $129 Million in 3rd Qtr. Ended Sept. 30
STATIC RESIDENTIAL: Moody's Junks Ratings on Two Note Classes
STELCO INC: Shareholders Approve Acquisition by U.S. Steel
STEVEN DUDLEY: Case Summary & 20 Largest Unsecured Creditors
SWEET TRADITIONS: Court Gives Final Nod on $700,000 DIP Financing

TEPPCO PARTNERS: Earns $47.6 Million in 3rd Quarter Ended Sept. 30
TESORO CORP: Tender Offering Cues Moody's Developing Outlook
TORO ABS: Moody's Cuts Ratings on Two Note Classes to Low-B
TRIAD FINANCIAL: Moody's Reviews Ratings and May Downgrade
US CMBS: Fitch Takes Rating Actions on Small Balance Bonds

VERTICAL ABS: Moody's Lowers Rating on Class B Notes to Ba2
VISTA HOSPITAL: Plan Admin. Wants to Make Final Distribution
VISTA HOSPITAL: Plan Administrator Wants Escrow Funds Released
WELLS FARGO: Fitch Holds and Cuts Ratings on $81.7 Mil. Certs.
WEST TRADE: Moody's Cuts Ratings on Two Note Classes to Low-B

WHEELING-PITTSBURGH: Esmark Merger Consideration Set on Nov. 27
WHITLATCH & CO: U.S. Trustee Wants Ch. 11 Case Converted to Ch. 7
WILD WEST: Can Borrow Up to $200,000 from Bank Lender's DIP Fund
WILD WEST: Obtains Court Approval to Hire Rides-4-U as Broker
WILTON PRODUCTS: S&P Holds 'B-' Corporate Credit Rating

* Howard Brod Brownstein Joins National Philanthropic's Board

* Moody's Lowers Ratings on 31 Credit Linked Notes
* S&P Lowers Ratings on 377 Classes of NIM Securities

* Large Companies with Insolvent Balance Sheets



                             *********

ADAPTEC INC: Inks Settlement Agreement with Steel Partners
----------------------------------------------------------
Adaptec Inc. and Steel Partners II L.P. have entered into a
settlement agreement.  Under the terms of the settlement, the
company has agreed to nominate and solicit proxies for three Steel
Partners representatives for election at its upcoming 2007 Annual
Meeting of Stockholders on Dec. 13, 2007, to join what will become
a nine-member board.

Steel Partners has agreed to withdraw its preliminary proxy
statement containing its opposing slate of nominees and to end its
proxy solicitation.

The company agreed to expand its board of directors from eight to
nine members.  Current directors Judith M. O'Brien and Charles J.
Robel will not stand for re-election.  Upon election at the annual
meeting, Steel Partners' nominees: (i) John Mutch will be
appointed to the company's audit committee;  (ii) John J. Quicke
will be appointed to the compensation committee; and  (iii) Jack
L. Howard will be appointed to the nominating and governance
committee.

"We are pleased to reach an agreement with Steel Partners that
allows us to work together to deliver value to the company's
stockholders, while continuing to provide quality solutions to its
customers," S. "Sundi" Sundaresh, president and CEO of Adaptec,
said.  "We want to thank Charles and Judith for their expertise
and dedication while serving on Adaptec's board of directors until
the stockholder meeting."

"We are delighted to have reached a settlement with Adaptec on
these important matters, Jack Howard stated.  "We look forward to
working together with Sundi and the rest of the board to increase
value for all stockholders."

                  About Steel Partners II L.P.

Headquartered in New York, Steel Partners II L.P. is a private
investment partnership.  The company owns approximately 15% of
Adaptec Inc.'s outstanding shares.

                       About Adaptec Inc.

Based in Milpitas, California, Adaptec Inc. (NASDAQ: ADPT) --  
http://www.adaptec.com/-- provides storage solutions that move,  
manage, and protect critical data and digital content.  Adaptec's
software and hardware-based solutions are delivered through
Original Equipment Manufacturers and channel partners to provide
storage connectivity, data protection, and networked storage to
enterprises, government organizations, medium and small businesses
worldwide.

                          *     *     *

Moody's Investor Services placed Adaptec Inc.'s  long term
corporate family rating at 'B1' and equity linked rating at 'B3'
in April 2001.  The ratings still hold to date with a negative
outlook.


AEGIS MORTGAGE: Taps Johnson Associates as Compensation Advisor
---------------------------------------------------------------
Aegis Mortgage Corp. and its debtor-affiliates seek authority from
the U.S. Bankruptcy Court for the District of Delaware to employ
Johnson Associates, Inc., as compensation advisor nunc pro tunc to
Oct. 5, 2007.

The Debtors say that JAI will perform the advisory and other
services in connection with their proposal to implement an
incentive plan for employees.

As previously reported, to motivate the employees whose services
are necessary to achieve their objectives of selling or returning
$595 million in mortgage loans, and transfer rights to service
loans of approximately $3.6 billion, the Debtors structured an
incentive plan, under which the participating employees will only
be paid if they meet the objective and certain benchmarks.

In that light, the Debtors have tasked JAI to:

   (a) perform an analysis of the proposed incentive plan;

   (b) provide expert testimony, at one or more depositions and
       hearings related to the cases regarding the incentive
       plan, and any modifications to the plan; and

   (c) other advisory services that the Debtors may deem
       necessary.

JAI will be paid on an hourly basis, plus reimbursement of actual
expenses and other charges incurred by the firm.  The
professionals who will provide the services and their rates are:

           Professional            Hourly Rate
           ------------            -----------
           Jeff Visithpanich           $300
           Alan Johnson                $575
          Staff and Associates     $155 to $300

Jeff Visithpanich, principal of JAI, in New York, assures the
Court that the firm is a "disinterested person" as that phrase is
defined in Section 101(14) of the Bankruptcy Court.

Headquartered in Houston, Texas, Aegis Mortgage Corporation --
http://www.aegismtg.com/-- offers a variety of mortgage loan     
products to brokers through its subsidiaries.  The company
together with 10 affiliates filed for chapter 11 protection on
Aug. 13, 2007 (Bankr. D. Del. Case No. 07-11119).  Curtis A. Hehn,
Esq., James E. O'Neill, Esq., Laura Davis Jones, Esq., and Timothy
P. Cairns, Esq., at Pachulski, Stang, Ziehl, & Jones, L.L.P.,
serve as counsels to the Debtors.  According to schedules filed
with the Court, the Debtors have total assets of $138,265,342 and
total debts of $4,125,470.  The Debtors' exclusive period to file
a plan expires on Dec. 11, 2007.

The Official Committee of Unsecured Creditors has selected Hahn &
Hessen LLP as its lead counsel and Landis Rath & Cobb LLP as its
Delaware counsel.  Aegis Bankruptcy News, Issue No. 9, Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or  
215/945-7000).


AGILENT TECHNOLOGIES: Prices $600 Million of Senior Notes Offering
------------------------------------------------------------------
Agilent Technologies Inc. disclosed the pricing of its senior
notes in an aggregate principal amount of $600 million, in an
underwritten, registered public offering.  The senior notes will
mature in November 2017 and will bear interest at an annual rate
of 6.5%.

The offering closed on Oct. 29, 2007, subject to customary closing
conditions.

Agilent intends to use the net proceeds from the offering for
general corporate purposes, which may include repurchases of its
outstanding shares of common stock, acquisitions, working capital
and capital expenditures.

Citi Markets & Banking and J.P. Morgan Securities Inc. acted as
joint lead book-running managers for the offering.  Banc of
America Securities LLC, Credit Suisse, Lehman Brothers and
Utendahl Capital Markets L.P. acted as co-managers.

Copies of the prospectus supplement and the accompanying
prospectus relating to the offering can be obtained from:

     Citigroup Global Markets Inc.
     Prospectus Department
     Brooklyn Army Terminal
     140 58th Street, 8th Floor
     Brooklyn, NY 11220
     Telephone +1 877 858 5407

             and

     J. P. Morgan Securities Inc.
     Attn: Investment Grade Syndicate Desk
     270 Park Avenue
     New York, NY 10017
     Telephone +1 212 834 4533

Based in Santa Clara, California, Agilent Technologies Inc. (NYSE:
A) -- http://www.agilent.com/-- is a measurement company serving  
communications, electronics, life sciences and chemical analysis
industries.  The company's 19,000 employees serve customers in
more than 110 countries.

                        *     *     *

As reported in the Troubled Company Reporter on Oct. 26, 2007,
Moody's Investors Service assigned a Ba1 rating to Agilent
Technologies, Inc.'s proposed offering of $500 million senior
notes due 2017 and affirmed its existing ratings and stable
outlook.


ARINC INC: Credit Deterioration Cues S&P to Lower Rating to B
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on ARINC
Inc., including lowering the corporate credit rating to 'B' from
'BB'.  The ratings are removed from CreditWatch, where they were
placed with negative implications on July 5, 2007.   The outlook
is stable.  At the same time, Standard & Poor's withdrew its bank
loan and recovery ratings on the company's existing $230 million
credit facility, which was repaid.
      
"The three-notch downgrade reflects a significant deterioration in
credit protection measures due to the large amount of debt used to
finance the just-completed acquisition of ARINC by the Carlyle
Group," said Standard & Poor's credit analyst Christopher
DeNicolo.  The acquisition was financed with proceeds from a new
credit facility and equity contributed by Carlyle and management.  
ARINC was owned mostly by six large U.S. airlines.  

Although debt to capital will only increase modestly, to about 75%
from 70%, because of the sizable equity contribution, S&P expect
lease-adjusted debt to EBITDA to increase to 6.5x-7x in the near
term from around 3.5x in 2006.  Cash flow protection measures will
also be much weaker, with funds from operations to debt declining
to below 10% from 28% and EBITDA interest coverage falling to
1.5x-2x from 3.6x.  S&P expect the company to use modest free cash
flows to reduce debt, which should result in a steady improvement
in credit protection measures.  However, these measures are likely
to remain weak for the next few years.  The ratings are supported
somewhat by the company's leading position in niche markets and
adequate profitability and liquidity.
     
Annapolis, Maryland-based ARINC is a leading provider of
engineering services to the U.S. military and other government
agencies (59% of 2006 revenues), mission-critical communications
and IT services to the global aviation industry (24%), and
communications and information systems for airports and surface
transportation systems (17%).  ARINC networks carry global air-
ground messages between commercial aircraft and airline operations
centers.  Other commercial transportation products include airport
check-in and boarding systems, flight display and information
systems, commuter rail control and information systems, and
private digital networks and ground communications systems.  Key
growth areas include a web-based service for business jet owners
to arrange in-flight and ground services and an on-board broadband
service for business jets.
     
Leverage will be quite high following the acquisition by Carlyle,
but steady demand and acceptable operating performance should
result in revenue and earnings growth.  Leverage should gradually
decline as excess cash flows are used to reduce debt.  
Nonetheless, credit protection measures will likely remain weak,
but appropriate for the rating, for the next few years.  Although
not likely in the near term, S&P could revise the outlook to
positive if debt leverage declines faster than expected.  
Conversely, S&P could revise the outlook to negative if credit
protection measures fail to improve as expected or if leverage
increases to fund acquisitions or dividends.


ARLO VI: Moody's Reviews Ratings on 17 Notes and May Downgrade
--------------------------------------------------------------
Moody's Investors Service placed these notes issued out of the
Arlo VI program on review for possible downgrade:

Issuer: ARLO VI Limited 2006-3 (SABS)

Class Description:

   -- $ 10,000,000 Initial Tranche Notional Amount Credit
      Default Swap with Barclays Bank plc

      Prior Rating: A3

      Current Rating: A3, on review for possible downgrade

In addition Moody's also announced that it has downgraded and left
on review for possible downgrade these notes:

Issuer: ARLO VI Limited 2006-4 (SABS)

Class Description:

   -- $15,000,000 Variable Secured Limited Recourse Credit-
      Linked Notes due 2040

      Prior Rating: Aa3

      Current Rating: Baa1, on review for possible downgrade

Issuer: ARLO VI Limited 2006-5 (SABS)

Class Description:

   -- $15,000,000 Variable Secured Limited Recourse Credit-
      Linked Notes due 2040

      Prior Rating: A2

      Current Rating: Ba1, on review for possible downgrade

Issuer: ARLO VI Limited 2006-6 (SABS)

Class Description:

   -- $10,000,000 Variable Secured Limited Recourse Credit-
      Linked Notes due 2040

      Prior Rating: A3

      Current Rating: Ba2, on review for possible downgrade

Issuer: ARLO VI Limited Series 2006-8 (SABS)

Class Descriptions:

   -- $10,000,000 Class A Variable Secured Limited Recourse
      Credit-Linked Notes due 2046

      Prior Rating: A1

      Current Rating: B2, on review for possible downgrade

   -- $12,500,000 Class B Variable Secured Limited Recourse
      Credit-Linked Notes due 2046

      Prior Rating: Baa2

      Current Rating: B3, on review for possible downgrade

Issuer: ARLO VI Limited Series 2006-9 (SABS)

Class Descriptions:

   -- $10,000,000 Class A Variable Secured Limited Recourse
      Credit-Linked Notes due 2046

      Prior Rating: A1

      Current Rating: Ba1, on review for possible downgrade

   -- $12,500,000 Class B Variable Secured Limited Recourse
      Credit-Linked Notes due 2046

      Prior Rating: A2

      Current Rating: Ba3, on review for possible downgrade

Issuer: ARLO VI Limited Series 2006-10 (SABS)

Class Descriptions:

   -- $10,000,000 Class A Variable Secured Limited Recourse
      Credit-Linked Notes due 2046

      Prior Rating: A1

      Current Rating: Ba1, on review for possible downgrade

   -- $12,500,000 Class B Variable Secured Limited Recourse
      Credit-Linked Notes due 2046

      Prior Rating: A2

      Current Rating: Ba2, on review for possible downgrade

Issuer: Pampelonne Mezz Swap A

Class Description:

   -- $12,500,000 Initial Tranche Notional Amount Credit
      Default Swap

      Prior Rating: Aa3

      Current Rating: B2, on review for possible downgrade

Issuer: Pampelonne Mezz Swap B

Class Description:

   -- $12,500,000 Initial Tranche Notional Amount Credit
      Default Swap

      Prior Rating: Aa3

      Current Rating: Baa3, on review for possible downgrade

Issuer: Pampelonne Mezz Swap C1

Class Description:

   -- $12,500,000 Initial Tranche Notional Amount Credit
      Default Swap

      Prior Rating: Aa3

      Current Rating: Ba2, on review for possible downgrade

Issuer: Pampelonne Mezz Swap C2

Class Description:

   -- $12,500,000 Initial Tranche Notional Amount Credit
      Default Swap

      Prior Rating: A3

      Current Rating: B2, on review for possible downgrade

Issuer: Pampelonne Mezz Swap D1

Class Description:

   -- $12,500,000 Initial Tranche Notional Amount Credit
      Default Swap

      Prior Rating: Aa3

      Current Rating: B3, on review for possible downgrade

Issuer: Pampelonne Mezz Swap D2

Class Description:

   -- $12,500,000 Initial Tranche Notional Amount Credit
      Default Swap

      Prior Rating: Baa1

      Current Rating: Caa1, on review for possible downgrade

Issuer: Pampelonne Mezz Swap E

Class Description:

   -- $12,500,000 Initial Tranche Notional Amount Credit
      Default Swap

      Prior Rating: Aa3

      Current Rating: Baa3, on review for possible downgrade

According to Moody's, the rating actions are the result of
deterioration in the credit quality of the transaction's
underlying collateral pool, which consists primarily of structured
finance securities.


BANKALTANTIC BANCORP: Fitch Lowers Issuer Default Rating to BB
--------------------------------------------------------------
Fitch Ratings downgraded BankAltantic Bancorp. and its
subsidiaries.  Fitch revised the Rating Outlook to Negative from
Stable.

   -- Issuer Default Rating downgraded to 'BB' from
      'BB+';

   -- Individual rating downgraded to 'C/D' from 'C'.

These ratings of BBX are affirmed:

   -- Short-term IDR affirmed at 'B';
   -- Support Rating affirmed at '5';
   -- Support Floor affirmed at 'NF'.

The downgrades reflect BBX's continued weak operating performance
and the rapid credit deterioration, particularly evident in the
sharp rise in NPAs in 3Q07. BBX reported a $29.6 million net loss
for the third-quarter driven mainly by the significant rise in
provisions, impairment charges to land and margin compression.  
The company is geographically concentrated in Florida.  About 17%
of the portfolio is construction and land development, of which
65% has been identified as potentially exposed residential
building softness in the local market.

Non-performers dramatically rose more than seven-fold to
$165.4 million at Sept. 30, 2007 from $21.8 million at
June 30, 2007 relating to eleven loans within the land acquisition
& development, construction and builder loan portfolios.  The NPA
ratio rose to 3.74% at Sept. 30, 2007 compared to 0.94% for June
30, 2007.  Provision for loan losses increased to $48.9 million
compared to $4.9 million in the second-quarter.  BBX also
recognized a net charge-offs of $11.3 million for the period.  In
addition, $90 million of classified assets are related to land
acquisition & development, construction and builder land loans.

The Rating Outlook revision to Negative reflects Fitch's
expectation the BBX will continue to experience prolonged earnings
and credit pressures given the Outlook for the Florida real estate
sector.

The holding company maintains sufficient liquidity with
$213 million available at Sept. 30, 2007, which covers near and
intermediate term obligations by a comfortable margin.  The
company's capital position remains 'well capitalized' as defined
by the regulators, augmented by a considerable level of trust-
preferred securities.

Fitch downgraded these ratings for BankAtlantic FSB:

   -- Long-term deposits to downgraded 'BB+' from 'BBB-';
   -- IDR downgraded to 'BB' from 'BB+';
   -- Short-term deposits downgraded to 'B' from 'F3';
   -- Individual downgraded to 'C/D' from 'C''

Fitch affirmed these ratings for BankAtlantic FSB:

   -- Short-term IDR at 'B';
   -- Support Rating at '5';
   -- Support Floor at 'NF'.


BANC OF AMERICA: Fitch Cuts Rating on $5.9 Mil. Certificates to C
-----------------------------------------------------------------
Fitch Ratings downgraded Banc of America Commercial Mortgage
Inc.'s commercial mortgage pass-through certificates, series 2001-
1, as:

   -- $5.9 million class O to 'C/DR6' from 'CCC/DR2'.

Fitch also upgraded these class:

   -- $19 million class G to 'AA' from 'AA-'.

Additionally, Fitch affirmed these classes:

   -- $467.6 million class A-2 at 'AAA';
   -- $44.3 million class A-2F at 'AAA';
   -- Interest-only class X at 'AAA';
   -- $35.6 million class B at 'AAA';
   -- $21.3 million class C at 'AAA';
   -- $19 million class D at 'AAA';
   -- $9.5 million class E at 'AAA';
   -- $9.5 million class F at 'AAA';
   -- $14.2 million class H at 'A-';
   -- $13.3 million class J at 'BBB';
   -- $23.5 million class K at 'BB';
   -- $2.1 million class L at 'BB-';
   -- $5.5 million class M at 'B+';
   -- $6.8 million class N at 'B-/DR1'.

Fitch does not rate the $4.1 million class P certificates. Class
A-1 has paid in full.

The downgrades are due to increased loss expectations on the
specially serviced loans.  The rating upgrade is the result of
additional defeasance since Fitch's last rating action.  Four
loans (15%) have defeased since Fitch's last rating action.  As of
the October 2007 distribution date, the pool's aggregate balance
has decreased 26% to $701.2 million from $948.1 million at
issuance.  38 loans (34.4%) have defeased since issuance.

Currently, four assets (3.3%) are in special servicing.  The two
largest specially serviced assets (2.2%) are multi-family
properties in Columbia, Missouri and are both current.  The
properties are suffering cash flow problems and were transferred
to special servicing due to imminent default.

The third largest specially serviced asset (0.7%) is a retail
shopping center in Arabi, Louisiana.  The property suffered heavy
damage due to Hurricane Katrina.  The special servicer is
currently marketing the property.

Fitch expected losses are anticipated to fully deplete the unrated
class P and impact class O.

Fitch has designated 19 loans (16.1%) as Fitch Loans of Concern.  
These include the specially serviced loans and those loans with
low cash flow and occupancy.  The largest Fitch Loan of Concern,
which is the fifth largest loan (2.4%) in the pool, is an office
property in Phoenix, Arizona, which has been performing poorly
since 2003 due to occupancy issues and a competitive market.  The
loan remains current, and occupancy has increased to 82% as of
year-end 2006 from 69% at YE 2005.

315 Park Avenue South (12.2%), the only shadow rated loan in the
transaction, defeased in June 2007.


BANC OF AMERICA: Fitch Junks Rating on Class-X-B-5 Certificates
---------------------------------------------------------------
Fitch Ratings took these rating actions on Banc of America Funding
Corporation mortgage pass-through certificates, series 2006-D:

Series 2006-D Group 1:

   -- Classes 1-A-1 to 1-A-3 affirmed at 'AAA';

   -- Class 1-M-1 affirmed at 'AA+';

   -- Class 1-M-2, rated 'AA', placed on Rating Watch Negative;

   -- Class 1-M-3, rated 'A+', placed on Rating Watch Negative;

   -- Class 1-M-4 downgraded to 'BBB+' from 'A' and placed on
      Rating Watch Negative;

   -- Class 1-M-5 downgraded to 'BB' from 'BBB+' and placed on
      Rating Watch Negative;

   -- Class 1-M-6 downgraded to 'B' from 'BBB-'.

Series 2006-D Groups 2, 3 & 4:

   -- Classes 2-A-1, 2-A-2, 2-A-R, 3-A-1, 3-A-2 and 4-A-1 to 4-
      A-4 affirmed at 'AAA';

   -- Class X-B-1 affirmed at 'AA';

   -- Class X-B-2 affirmed at 'A';

   -- Class X-B-3 downgraded to 'BBB-' from 'BBB';

   -- Class X-B-4 downgraded to 'B+' from 'BB';

   -- Class X-B-5 downgraded to 'C/DR4' from 'B'.

The affirmations reflect satisfactory credit enhancement
relationships to future loss expectations and affect about
$612 million in outstanding certificates as of the September 2007
distribution date.  The classes downgraded total about $11.4
million and the classes placed on Rating Watch Negative total
about $18 million ($6 million of which were also downgraded and
are included in the downgrades total).  These rating actions
reflect the deterioration of CE relative to future expected
losses.

The underlying collateral in the above pools consists of fully
amortizing, adjustable-rate mortgage loans secured by first liens
on one- to four-family residential properties.  Wells Fargo Bank
N.A., currently rated 'RMS1' by Fitch, is the master servicer for
these loans.  These pools are 17 months seasoned. The pool factors
(i.e., current mortgage loans outstanding as a percentage of the
initial pool) are 68% and 86%, respectively, for Group 1 and
Groups 2, 3 and 4.

For Group 1, the overcollateralization was $1,900,820 versus a
target of $2,115,786.  The current CE for class 1-M-4 is 1.96%
versus the original CE of 1.36%.  The current CE for class 1-M-5
is 1.21% versus the original CE of 0.85%.  The current CE for
class 1-M-6 is 0.47% versus the original CE of 0.35%. The 90+
delinquencies are 11.29% of current collateral balance and
included in these are foreclosures of 4.89% and real estate owned
of 3.77%.  The cumulative loss on this pool is 0.13% of the
original collateral balance.

For the crossed groups 2, 3 and 4, the current CE for class X-B-3
is 0.76% versus the original CE of 0.65%.  The current CE for
class X-B-4 is 0.47% versus the original CE of 0.40% and the
current CE for class X-B-5 is 0.23% versus the original CE of
0.20%.  The 90+ delinquencies are 0.66% of current collateral
balance and consist entirely of loans in FC.  This pool has not
taken any losses so far.


BANC OF AMERICA: Moody's Rates $38.8 Mil. Class L Certs. at Ba1
---------------------------------------------------------------
Moody's Investors Service assigned definitive ratings to
securities issued by Banc of America Large Loan Trust 2007-BMB1.  
The provisional ratings issued on Oct. 2, 2007 have been replaced
with these definitive ratings:

   -- Class A-1, $734,269,000, Rated Aaa
   -- Class A-2, $244,757,000, Rated Aaa
   -- Class A-1A, $406,500,000, Rated Aaa
   -- Class X, $1,726,512,500*, Rated Aaa
   -- Class B, $43,163,000, Rated Aa1
   -- Class C, $43,163,000, Rated Aa2
   -- Class D, $34,530,000, Rated Aa3
   -- Class E, $30,214,000, Rated A1
   -- Class F, $30,214,000, Rated A2
   -- Class G, $30,214,000, Rated A3
   -- Class H, $30,214,000, Rated Baa1
   -- Class J, $30,214,000, Rated Baa2
   -- Class K, $30,214,000, Rated Baa3
   -- Class L, $38,846,500, Rated Ba1
   -- Class FMH-1, $47,880,000, Rated Aa2
   -- Class FMH-2, $45,620,000, Rated A2

* Approximate notional amount


BFC SILVERTON: Moody's Junks Ratings on Two Note Classes
--------------------------------------------------------
Moody's Investors Service placed these notes issued by BFC
Silverton CDO Ltd. on review for possible downgrade:

   -- Up to $450,000,000 Class A-1 Senior Variable Funding
      Floating Rate Notes Due 2046

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

   -- Up to $450,000,000 Class A-2 Senior Floating Rate Notes
      Due 2046

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

   -- $75,000,000 Class B-1 Senior Floating Rate Notes Due 2046

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

   -- $75,000,000 Class B-2 Senior Floating Rate Notes Due 2046

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

In addition Moody's also announced that it has downgraded and left
on review for possible downgrade these notes:

   -- $56,250,000 Class C Senior Floating Rate Notes Due 2046

      Prior Rating: Aa2, on review for possible downgrade
      Current Rating: Ba1, on review for possible downgrade

   -- $30,000,000 Class D Floating Rate Deferrable Notes Due
      2046

      Prior Rating: A2, on review for possible downgrade
      Current Rating: B3, on review for possible downgrade

   -- $26,250,000 Class E Floating Rate Deferrable Notes Due
      2046

      Prior Rating: Baa2, on review for possible downgrade
      Current Rating: Caa3, on review for possible downgrade

Moody's also announced that it has downgraded these notes:

   -- $7,500,000 Class F Floating Rate Deferrable Notes Due
      2046

      Prior Rating: Ba1, on review for possible downgrade
      Current Rating: Ca

According to Moody's, the rating actions are the result of
deterioration in the credit quality of the transaction's
underlying collateral pool, which consists primarily of RMBS
assets.


BIOVAIL CORP: Moody's Withdraws Ba3 Corporate Family Rating
-----------------------------------------------------------
Moody's Investors Service withdrew the ratings of Biovail
Corporation.  Moody's has withdrawn these ratings for Moody's
business reasons.  Moody's added that the ratings were withdrawn
because this issuer has no rated debt outstanding.

These ratings of Biovail Corporation have been withdrawn:

   -- Ba3 Corporate Family Rating
   -- Ba3 Probability of Default Rating

Biovail's debt issues have no Moody's ratings.

Biovail Corporation [NYSE:BVF] is a specialty pharmaceutical and
drug delivery company involved in the development, manufacturing
and commercialization of pharmaceutical products. The company
reported about $450 million in revenue for the first six months of
2007.


CAMBER 6: Moody's Junks Rating on Mezzanine Credit Swap Notes
-------------------------------------------------------------
Moody's Investors Service downgraded and placed these notes issued
by Camber 6 (CPIM II) unfunded Tranche on review for possible
downgrade:

   -- Mezzanine Portfolio Credit Default Swap (Sub-Swap II)

      Prior Rating: Baa2
      Current Rating: Caa2, on review for possible downgrade

According to Moody's, the rating actions are the result of
deterioration in the credit quality of the transaction's
underlying collateral pool, which consists primarily of ABS
securities.


CHERRY CREEK: Moody's Lowers Rating on Class B Notes to B2
----------------------------------------------------------
Moody's Investors Service placed these notes issued by Cherry
Creek CDO I, Ltd. on review for possible downgrade:

   -- $25,000,000 Class A2 Senior Floating Rate Notes Due May
      2046

      Prior Rating: Aa2
      Current Rating: Aa2, on review for possible downgrade

   -- $16,000,000 Class A3 Deferrable Floating Rate Notes Due
      May 2046

      Prior Rating: A2
      Current Rating: A2, on review for possible downgrade

In addition Moody's also announced that it has downgraded and left
on review for possible downgrade these notes:

   -- $16,000,000 Class B Deferrable Floating Rate Notes Due
      May 2046

      Prior Rating: Baa2 on review for possible downgrade
      Current Rating: B2, on review for possible downgrade

According to Moody's, the rating actions are the result of
deterioration in the credit quality of the transaction's
underlying collateral pool, which consists primarily of RMBS
assets.


CMS ENERGY: Paying Quarterly Dividends on Common & Preferred Stock
------------------------------------------------------------------
The board of directors of CMS Energy has declared quarterly
dividends on the company's common stock and its preferred stock.

The dividend for the common stock (CUSIP: 125896100) is $0.05 per
share.  It is payable Nov. 30, 2007, to shareholders of record on
Nov. 9, 2007.

The dividend for the company's 4.50% cumulative convertible
preferred stock, Series B (CUSIP: 125896878) is $0.5625 per share.  
It is payable Dec. 3, 2007 to shareholders of record on Nov. 15,
2007.

Based in Michigan, CMS Energy --http://www.cmsenergy.com/--  
(NYSE: CMS) is a company that has as its primary business
operations an electric and natural gas utility, natural gas
pipeline systems, and independent power generation.

                          *     *     *

Moody's Investor Service placed CMS Energy's senior unsecured debt
rating at 'Ba1' in June 2007.  The rating still holds to date with
a stable outlook.


COTT CORP: Posts $5.8 Mil. Net Loss in Quarter Ended Sept. 29
-------------------------------------------------------------
Cott Corporation disclosed results for the third quarter ended
Sept. 29, 2007.  Net loss in the third quarter was $5.8 million,
compared to net income of $6.6 million in the third quarter of
2006.

Revenues in the quarter were $464.6 million, down 2.3% from
$475.5 million in the third quarter of the prior fiscal year.
Excluding the impact of foreign exchange, revenues declined 5%
compared to the prior year period.  The revenue decline was driven
by North America.

Third quarter gross margin was 9.8%, compared to 13.0% in the
prior year third quarter.  The decline was the result of high
ingredient and packaging costs in the quarter, which were not
offset by sufficient price increases, higher operating costs
related to the transition of production out of recently closed
plants, and the impact of the voluntary product recall in the U.K.

Third quarter volume was 309.9 million eight-ounce equivalent
cases, up 0.7% compared to the third quarter of 2006, with
international growth being partially offset by declines in North
America.  The North American volume decline was primarily due to
continued softness in the carbonated soft drink segment, the
impact of price increases and increased promotional activity by
national brands.  Also impacting volume was unseasonably wet
weather and a voluntary product recall related to the start-up of
a second aseptic line, both in the U.K.

Restructuring and asset impairment charges for the quarter
amounted to $15.1 million pre-tax.  This related to the previously
announced closure of the plant in Wyomissing, Pennsylvania and
office consolidations.

"We are disappointed by our performance in the third quarter,"
Brent Willis, Cott's Chief Executive Officer, said.  "As a result,
we are focusing our efforts in North America on fewer, more
impactful initiatives, including our new water strategy, selected
new channel and product opportunities, and pricing actions that
should further the North American business unit turnaround and
reignite growth."

                    Year-to-Date Performance

On a year-to-date basis, volume was flat and revenue was down 1%
compared to the same period in the prior year.  North American
volume and revenue declines were partially offset by gains in the
International business unit, where there was continued growth
despite operational issues in the U.K.  When foreign exchange is
excluded, revenue for the first nine months of 2007 declined 3%.

Gross margin for the first nine months of 2007 was 11.6% compared
to 13.6% in 2006, primarily due to higher ingredient and packaging
costs.  SG&A expenses decreased in the first nine months of the
year to $116.5 million, compared to $129.4 million in the same
period last year.

Year-to-date operating income was $18.1 million, compared to
$42.6 million in the first nine months of the prior year.  

Restructuring, asset impairments and other charges in the period
were $24.4 million due to the Wyomissing plant closure and office
consolidations, compared to $15 million in the prior year.

Cott recorded an income tax benefit of $8.5 million for the nine
months of 2007, compared to a provision of $4.4 million for the
nine months of 2006.

Net income in the first nine months of the year was
$3.7 million, compared to $12.1 million in the first nine months
of 2006.

At Sept. 29, 2007, the company's balance sheet showed total assets
of $1.2 billion and total liabilities of $721.0 million, resulting
in a $510.4 million.

                     About Cott Corp.

Headquartered in Toronto, Ontario, Cott Corporation (NYSE: COT;
TSX: BCB) -- http://www.cott.com/-- is a non-alcoholic beverage  
company and a retailer brand beverage supplier.  The company
commercializes its business in over 60 countries worldwide, with
its principal markets being the United States, Canada, the United
Kingdom and Mexico.  Cott markets or supplies over 200 retailer
and licensed brands, and company-owned brands including Cott,
Royal Crown, Vintage, Vess and So Clear.  Its products include
carbonated soft drinks, sparkling and flavoured mineral waters,
energy drinks, juices, juice drinks and smoothies, ready-to-drink
teas, and other non-carbonated beverages.

                      *     *     *

As reported in the Troubled Company Reporter on Oct. 4, 2007,
Standard & Poor's Ratings Services revised its CreditWatch
implications on beverage provider Cott Corp. to negative from
developing.  The 'B+' long-term corporate credit rating and 'B-'
subordinated debt rating were placed on CreditWatch developing on
April 16, 2007, following Cott's decision to explore its possible
participation in industry consolidation.  The change in the
CreditWatch placement results from Cott having made no significant
progress in this regard, even though management continues to
consider this option.  
    

COUNTRYWIDE FINANCIAL: Posts $1.2 Billion Net Loss in 3rd Quarter
-----------------------------------------------------------------
Countrywide Financial Corporation reported a net loss of
$1.2 billion for the third quarter ended Sept. 30, 2007, compared
to net income of $648 million for the third quarter of 2006.

"Countrywide's results for the third quarter of 2007 reflect the
impact of unprecedented disruptions in the U.S. mortgage market
and the global capital markets, as well as continued weakening in
the housing market," said Angelo R. Mozilo, chairman and chief
executive officer.  "However, during the period we also laid the
foundation for a return to profitability in the fourth quarter.  
Countrywide has responded decisively and taken the steps we
believe are necessary to address the current challenging market
environment.  During the quarter, the company stabilized its
liquidity, strengthened its capital position, significantly
tightened its loan program and underwriting guidelines, and began
the process of right-sizing operations for today's lower volume
mortgage market.  We have accelerated the integration of our
mortgage banking operations into Countrywide Bank, a strategy
which we believe provides a more stable and reliable funding model
to support our core lending business.  We believe the steps which
we have taken position the company with the necessary capital and
liquidity for our operating and growth needs, and will allow us to
benefit from opportunities that result from industry
consolidation.

"The successful integration of our mortgage lending operations
into Countrywide Bank and the resulting change in the funding
strategy for our core business represents an important paradigm
change for the company that will strengthen our business model,
and provides the foundation for enhancing our competitiveness and
reducing our risks going forward," Mozilo explained.  "During
September, Bank fundings approached 90% of total fundings.  The
Bank, which is presently the 3rd largest Federal Savings Bank in
the nation, is strongly positioned for this transition with
$8.9 billion or 7.3% of total Tier 1 capital at Sept. 30, 2007.
Furthermore, the Bank's efficient and scalable deposit franchise
is poised for growth from its current level of $60 billion in
total deposits, with 150 financial centers open currently and
expectations for total financial centers to exceed 200 by year-
end."

"The company's net loss for the third quarter, our first quarterly
loss in 25 years, resulted primarily from three factors:  
inventory valuation adjustments caused by unprecedented disruption
in the capital markets and the abrupt loss in demand for non-
agency loans and securities; increased credit costs related to
continued deterioration in the housing market; and restructuring
charges resulting from Countrywide's expense reduction
initiatives," said David Sambol, president and chief operating
Officer.  "For the most part, management views these charges to be
either non-recurring in nature, or to represent significant
increases to valuation adjustments for future losses not yet
incurred and to reserves.

"We view the third quarter of 2007 as an earnings trough, and
anticipate that the company will be profitable in the fourth
quarter and in 2008," Sambol concluded.  "Over the longer term, we
believe that prospects for the U.S. housing and mortgage markets,
as well as for Countrywide, remain very attractive."

                 Significant Third Quarter Issues

Inventory Valuation Adjustments

During the quarter, disruption in the capital markets caused a
severe lack of liquidity for non-agency loans and mortgage-backed
securities which resulted in losses on the sale or writedowns of
such loans and securities that aggregated to approximately
$1.0 billion.  Approximately $12 billion of non-agency loans were
moved to the company's held-for-investment portfolio after their
writedown.

Credit-Related Costs

Increased estimates of future defaults and charge-offs resulted in
significant increases to credit costs during the third quarter of
2007.  Higher estimates for future defaults and related losses
were attributable to continued deterioration in housing market
conditions, worsening delinquency trends, and the significant
tightening of available credit which occurred during the third
quarter and which is expected to further adversely impact credit
performance.  The revised expectations relative to future credit
losses impacted third quarter results as follows:

  -- increased loan loss provisions on the HFI portfolio of
     $934 million, compared to $293 million last quarter and
     $38 million in the third quarter of 2006.  The increase in
     provision during the quarter primarily relates to additional
     reserves provided for the company's junior lien home equity
     and pay option loans in the Banking Operations HFI portfolio.

  -- impairment of credit-sensitive residuals of $690 million,
     compared to impairment of $417 million last quarter and
     recovery of $27 million in the third quarter of 2006.  Third
     quarter 2007 impairment includes $541 million for prime
     junior lien home equity residuals and $156 million for
     subprime and related residuals, offset by a recovery of
     $7 million on prime residual securities.

  -- increased provision for representations and warranties in the
     amount of $291 million, compared to $79 million last quarter
     and $41 million in the third quarter of 2006.  This increase
     relates to increased expectations of future representation
     and warranty claims on loans sold or securitized resulting
     from higher levels of expected future defaults.

Restructuring Charges

Weakness in the housing market and tightening in the mortgage
credit market are expected to substantially reduce industry and
Countrywide origination volume in 2007 and 2008 relative to
earlier volumes.  As a result, during the third quarter
Countrywide announced a plan to reduce headcount by 10,000 to
12,000 people before the end of 2007 in response to the expected
decline in volume.  The charge taken in the third quarter of 2007
related to the company's restructuring efforts was $57 million.
Approximately $70 million to $90 million of additional
restructuring charges will be recorded, primarily in the fourth
quarter of 2007.

                          Balance Sheet

At Sept. 30, 2007, the company's consolidated balance sheet showed
$209.23 billion in total assets, $193.98 billion in total
liabilities, and $15.25 billion in total shareholders' equity.

                       Dividend Declaration

Countrywide's Board of Directors declared dividends of $785.42 per
share on its Series B preferred stock and $0.15 per common share.
The preferred stock dividend is payable on Nov. 15, 2007, and the
common stock dividend is payable on Nov. 30, 2007, to common stock
shareholders of record on Nov. 13, 2007.

                        Management Outlook

Management expects continued weakness in the housing markets in
the near-term and absent declining interest rates, lower mortgage
market origination volumes are anticipated for the remainder of
2007 and for 2008 as a result.  Furthermore, the company expects
its credit costs to remain at elevated levels through 2008 as a
result of environmental conditions.  Despite these expectations of
continued industry challenges, management expects the company to
be profitable in the fourth quarter of 2007 and in 2008.  Longer
term, management believes that changes that it has made in this
quarter enhance the stability of the company and lessen the risks
from further environmental disruptions.  Management also believes
that many opportunities will present themselves to the company as
a result of the market transition taking place, and that the
company is well positioned to capitalize on these opportunities.

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

                     Bankruptcy Speculation

Kenneth Bruce, a Merrill Lynch & Co. analyst in San Francisco,
raised the possibility that Countrywide might need to seek
protection from creditors under chapter 11 in a research report
entitled "Liquidity is the Achilles heel" distributed to Merrill
Lynch clients.  "If liquidations occur in a weak market, then it
is possible for CFC to go bankrupt," Mr. Bruce wrote.   

With $209 billion in assets and $194 billion in liabilities,
Countrywide would be the largest chapter 11 filing in U.S.
history by those measures.

The company however gave banking customers reassurance that their
money was safe.  That company cited that it has assets of more
than $100 billion; has investment-grade ratings from three major
credit rating agencies; and credit woes currently hurting its
lending business won't affect federally insured deposits.

Countrywide also disclosed that it received a $2 billion strategic
equity investment from Bank of America which was completed and
funded Aug. 22, 2007.

In September 2007, Countrywide completed more than 17,000 loan
modifications and is on target to complete nearly 25,000 in 2007,
in its ongoing effort to curb foreclosures.


COVENTRY HEALTH: Earns $168.7 Million in Quarter Ended Sept. 30
---------------------------------------------------------------
Coventry Health Care Inc. reported operating results for the third
quarter ended Sept. 30, 2007.  

The company reported net earnings of $168.7 million on operating
revenues of $2.52 billion for the quarter ended Sept. 30, 2007.  
This compares with net earnings of $147.5 million on operating
revenues of $1.91 billion for the same period last year.

"I am pleased to present another quarter of impressive top and
bottom line growth from our well-diversified portfolio of
businesses," said Dale B. Wolf, chief executive officer of
Coventry.  "Seeking and seizing organic and acquisition
opportunities should enable Coventry to grow operating revenue by
more than 25% in 2007 and approaching 30% in 2008.  This positions
us well for another year of steady and reliable earnings growth in
2008."

                     Third Quarter Highlights

    * Revenues up 32.1% from the prior year quarter

    * Commercial group risk organic enrollment growth of 15,000
      members

    * Completed acquisition of certain group health insurance
      businesses from Mutual of Omaha on July 1, 2007

    * Completed acquisition of Florida Health Plan Administrators
      LLC, owner of Vista Healthplans, on Sept. 10, 2007

    * Expanded capacity and improved financing terms of the
      company's revolving credit facility

    * Placed $400.0 million of 7-year senior notes at a coupon
      rate of 6.30%

    * Successfully renewed participation in the Medicare Part D
      program resulting in an expected net membership gain in 2008

    * Year-to-date GAAP cash flows from operations were
      $853.3 million, or 193% of net income.  For the quarter,
      cash flows from operations as adjusted for the timing of
      Medicare-related payments were 258% of net income.

At Sept. 30, 2007, the company's consolidated balance sheet showed
$7.47 billion in total assets, $4.33 billion in total liabilities,
and $3.14 billion in total shareholders' equity.

                      About Coventry Health

Headquartered in Bethesda, Maryland, Coventry Health Care Inc.
(NYSE: CVH) -- http://www.cvty.com/-- is a diversified national  
managed healthcare company operating health plans, insurance
companies, network rental and workers' compensation services
companies.  Through its commercial business, individual consumer &
government business, and specialty business divisions, Coventry
provides a full range of risk and fee-based managed care products
and services to a broad cross section of individuals, employer and
government-funded groups, government agencies, and other insurance
carriers and administrators.

                          *     *     *

As reported in the Troubled Company Reporter on Aug. 24, 2007,
Moody's Investors Service assigned a Ba1 senior unsecured debt
rating to Coventry Health Care Inc.'s issuance of $300 million of
new long term debt.  Moody's also assigned a provisional senior
unsecured debt rating of (P)Ba1 to Coventry's shelf registration.  
The outlook on the ratings is stable.


DAVID HONSE: Case Summary & Six Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: David R. Honse, Esq.
        Donna M. Honse, Esq.
        6620 Cheney Way
        Gainesville, VA 20155

Bankruptcy Case No.: 07-13200

Chapter 11 Petition Date: October 27, 2007

Court: Eastern District of Virginia (Alexandria)

Judge: Stephen S. Mitchell

Debtor's Counsel: Robert R. Weed, Esq.
                  7900 Sudley Road, Suite 409
                  Manassas, VA 20109
                  Tel: (703) 335-7793
                  Fax: (703) 369-2696

Total Assets: $778,895

Total Debts:  $1,115,953

Debtor's Six Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Fairfax County                 Value of collateral:      $698,549
Federal Credit Union           $623,080  
4201 Members Way
Fairfax, VA 22030

Fairfax County                                             $8,991
Employee Credit Union
4201 Members Way
Fairfax, VA 22030

H.S.B.C/R.M.S.T.R.                                         $6,108
P.O. Box 15524
Wilmington, DE 19850

Virginia Department Child                                    $700
Support Enforcement

G.E.M.B./J.C.P.                                              $252

A.M.E.X.                                                     $149


DON QUIXOTE: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Don Quixote Mobile Home Estates, Inc.
        10333 Grouse Road
        El Paso, TX 79924-2725

Bankruptcy Case No.: 07-31341

Type of Business: The Debtor operates residential mobile home
                  sites.

Chapter 11 Petition Date: October 26, 2007

Court: Western District of Texas (El Paso)

Judge: Leif M. Clark

Debtor's Counsel: William F. Davis, Esq.
                  6709 Academy Northeast, Suite A
                  Albuquerque, NM 87109
                  Tel: (505) 243-6129

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Dream El Paso, L.L.C.          loan                      $417,709
227 Santa Fe Southeast
Los Lunas, NM 87031

Mary Fisk                      loan                      $236,924
1026 North 600 East
Logan, UT 84341-2418

Keith Burns                    loan                      $150,000
1936 Curtis
Salt Lake City, UT 84121

Lee Wheelhouse                 loan                      $136,387

JoAnn C. Whacott               loan                       $67,228

El Paso Electric Co.           utilities                  $28,228

El Paso Water                  utilities                  $17,543

Time Warner Cable              utilities                   $9,598

Texas State Awning             services                    $7,566

Quality Parts                  parts                       $7,566

Lowe's Companies, Inc.         supplies                    $7,010

Beltran Electrical             services                    $7,000

Lonny Hytrek                   reimbursement               $5,000
                               for repairs

State Farm Insurance           insurance                   $4,737

El Paso Disposal               sewer                       $3,006

Sun City Electric              services                    $2,678

Mobile Home Supply             supplies                    $2,000

A.T.&T.                        utilities                     $209

City of El Paso                fees                          $203

Sprint                         utilities                     $116


EMC MORTGAGE: Fitch Cuts Ratings on Two Cert. Classes to Low-B
--------------------------------------------------------------
Fitch Ratings took action on these EMC Mortgage Loan Trust
transactions:

Series 2001-A

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

Series 2003-B

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

Series 2004-A

   -- Class A affirmed at 'AAA';
   -- Class M-1 affirmed at 'AA';
   -- Class M-2 downgraded to 'BBB+' from 'A';
   -- Class B downgraded to 'BB' from 'BBB'.

The aforementioned trusts consist of fixed rate and adjustable
rate seasoned fixed rate, first and second liens secured primarily
by one- to four-family residential properties, with the exception
of a limited number of multifamily properties. The mortgage loans
were acquired by EMC Mortgage Corporation from various
institutions and include loans which had defaulted in the past and
are re-performing or are performing under the provisions of a
bankruptcy plan or a forbearance plan, or loans which are
performing under the terms of the related original notes or such
notes as modified.

The affirmations reflect adequate relationships of credit
enhancement to future loss expectations and affect about
$76.8 million of outstanding certificates.  The classes with
negative actions reflect the deterioration in the relationship of
CE to future loss expectations and affects about
$9.1 million of outstanding certificates.

Over the past year, there were several months in which the series
2003-B collateral losses exceeded excess spread resulting in a
decrease in the overcollateralization amount.  The OC is also
decreasing as a percentage which is putting negative pressure on
the subordinate bonds.

While the OC of Series 2004-A is currently at the target amount,
several months prior to step-down and two months after step-down
OC was below the target amount.  Fitch expects this trend in OC
decline to continue.

The master servicer for this transaction, EMC Mortgage Corp., is a
wholly owned subsidiary of The Bear Stearns Companies Inc. and is
rated 'RPS1' for prime, Alt-A, and subprime products, rated 'RSS1'
as a special servicer by Fitch, and rated 'RMS3' from master
servicing.


FEDDERS CORP: Notification Protocols for Securities Trading Okayed
------------------------------------------------------------------
The U. S. Bankruptcy Court for the District of Delaware has
approved notification procedures that will enable Fedders
Corporation to preserve certain potentially valuable tax
attributes.

The Court order requires any person or entity that currently is or
becomes a Substantial Equityholder of Fedders Corporation
securities to file with the Court and also notify the company and
the company's Official Committee of Unsecured Creditors.

A Substantial Equityholder is any person or entity that
beneficially owns or seeks to own at least 1,328,799 shares, or
approximately 4.5%, of Fedders common stock.

The order also requires Substantial Equityholders to notify the
Court, the company and the Committee 15 calendar days prior to
selling or otherwise transferring Fedders common stock in order to
allow for an objection to any proposed sale or transfer on the
grounds such transfer may adversely affect the value of the
company's tax loss carryforwards and/or other tax attributes.  In
addition, the order prohibits any sale or transfer of Fedders
preferred shares by shareholders of any size during this time
absent further court order.

A full-text copy of the order is available for free at
http://ResearchArchives.com/t/s?2495

Based in Liberty Corner, New Jersey and founded in 1896, Fedders
Corporation (OTC: FJCC) -- http://www.fedders.com/--        
manufactures air treatment products, including air conditioners,
furnaces, air cleaners and humidifiers for residential, commercial
and industrial markets.  The company filed for Chapter 11
protection on Aug. 22, 2007 (Bankr. D. Del. Case No. 07-11182).  
Sixteen debtor-affiliates filed separate chapter 11 petitions.  On
Aug. 23, 2007, the Court consolidated the cases in Fedders North
America's case (Bankr. D. Del. Case No. 07-11176).  Norman L.
Pernick, Esq. of Saul, Ewing, Remick & Saul LLP represents the
Debtors in their restructuring efforts.   When the Debtors filed
for protection from their creditors, they listed total assets of
$186.3 million and total debts of $322.0 million.

The Official Committee of Unsecured Creditors has selected Brown
Rudnick Berlack Israels LLP as its counsel, Greenberg Traurig LLP
as its Delaware counsel, and Lowenstein Sandler PC as its special
litigation counsel and conflicts counsel.


FIDELITY NATIONAL: Fitch Places Issuer Default Rating at BB
-----------------------------------------------------------
Following Fidelity National Information Systems Inc.'s
announcement of a plan to split the company into two segments,
Fitch Ratings will reevaluate Fidelity's Issuer Default Rating and
debt ratings once further clarity is available on the final
capital structure and operating profile of each entity.

Fitch currently rates Fidelity as:

   -- IDR 'BB';
   -- $900 million secured revolving credit facility 'BB+';
   -- $2.1 billion secured term loan A 'BB+';
   -- $1.6 billion secured term loan B 'BB+';
   -- 4.75% senior notes 'BB+'.

The senior notes are equally and ratably secured with Fidelity's
bank facility.  The Rating Outlook is Stable.

Fidelity expects to spin-off its Lender Processing segment into a
separate public company, subject to final board approval, IRS
rulings on the tax-free nature of the spin and other issues. Fitch
believes that, based on initial information, both companies
following the proposed spin-off would have roughly equivalent
leverage (total debt / operating EBITDA) which currently estimates
to be 3.5x.  Fidelity expects that about $1.6 billion of its
secured bank debt will essentially be transferred to the new
company at the time of the spin-off although exact details are not
yet finalized.  Fitch anticipates reevaluating its ratings based
on the final operating and financial profile, financial policies
and management teams of each entity.


FORD MOTOR: UAW Talks Intensifies After Chrysler Ratifies Pact
--------------------------------------------------------------
The United Auto Workers union is now intent on labor talks with
Ford Motor Company after Chrysler LLC ratified its four-year labor
contract with the union over the weekend, several papers report.

According to Poornima Gupta of Reuters citing a source familiar
with the discussions, Ford and the UAW have reached a new set of
terms for a labor contract, cutting thousands of jobs under a
buyout program.

If Ford could bargain cost savings from the UAW under their new
contract, the carmaker is likely change its plans on closing six
plants and displacing workers, Dee-Ann Durbin of The Associated
Press writes.

Sources say that among the Big Three automakers in the U.S., Ford
has been slated by the UAW to be last in the line for labor talks
because Ford has been struggling financially.  At June 30, 2007,
the company's balance sheet showed total assets of $279.2 billion,
total liabilities of $279.9 billion, and minority interests of
$1.2 billion, resulting in a $1.9 billion stockholders' deficit.

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

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

                          *     *     *

As reported in the Troubled Company Reporter on July 30, 2007,
Moody's Investors Service said that the performance of Ford
Motor Company's global automotive operations for the second
quarter of 2007 was significantly stronger than the previous
year and better than street expectations.

However, Moody's explained that the company continues to face
significant competitive and financial challenges, and the rating
agency expects that Ford's credit metrics and rate of cash
consumption will likely remain consistent with no higher than a B3
corporate family rating level into 2008.

According to the rating agency, Ford's corporate family rating
is currently a B3 with a negative outlook.  The rating is
pressured by the shift in consumer preference from high margin
trucks and SUVs, and by the need for a new 2007 UAW contract
that provides meaningful relief from high health care costs and
burdensome work rules, Moody's relates.

In June 2007, S&P raised the Issue Rating on Ford's senior
secured credit facilities to B+ from B.


FORSTER DRILLING: Posts $1.7 Mil. Net Loss in Qtr. Ended Aug. 31
----------------------------------------------------------------
Forster Drilling Corp. reported a net loss of $1.7 million on
total revenues of $2.3 million for the third quarter ended
Aug. 31, 2007, compared with a net loss of $2.7 million on total
revenues of $1.2 million for the same period ended last year.

The company's consolidated balance sheet showed $12.5 million in
total assets, $10.4 million in total liabilities, and $2.1 million
in total shareholders' equity.

The company's consolidated balance sheet at Aug. 31, 2007, also
showed strained liquidity with $520,562 in total current assets
available to pay $9.0 million in total current liabilities.

Full-text copies of the company's consolidated financial
statements for the quarter ended Aug. 31, 2007, are available for
free at http://researcharchives.com/t/s?2499

                       Going Concern Doubt

John M. James CPA, in Houston, expressed substantial doubt about
Forster Drilling Corporation's ability to continue as a going
concern after auditing the company's consolidated financial
statements for the year ended Nov. 30, 2006.  Mr. James pointed to
the company's recurring losses from operations.

                     About Forster Drilling

Headquartered in Houston, Forster Drilling Corporation (OTC BB:
FODL.OB) -- http://www.forsterdrilling.com/-- is engaged in
in the refurbishing land drilling rigs and deploying them for use
by oil and natural gas producers.  Currently, the company provides
contract land drilling services in New Mexico to two different oil
and gas company customers.


FREEPORT-MCMORAN: Fitch Lifts Issuer Default Rating to BB+
----------------------------------------------------------
Fitch Ratings upgraded the Issuer Default Rating and debt ratings
of Freeport-McMoRan Copper & Gold Inc. and its subsidiary, Phelps
Dodge, as:

FCX

   -- IDR to 'BB+' from 'BB';
   -- $1 billion secured bank revolver to 'BBB-' from 'BB+';
   -- Secured term loan A to 'BBB-' from 'BB+';
   -- 6.875% secured notes due 2014 to 'BBB-' from 'BB+';
   -- Unsecured notes due 2015 and 2017 to 'BB+' from 'BB';
   -- 7% convertible notes due 2011 to 'BB+' from 'BB';
   -- Convertible preferred stock to 'BB-' from 'B+'.

Phelps Dodge

   -- 8.75% senior unsecured notes due 2011 to 'BB+' from 'BB';
   -- 7.125% senior unsecured debentures due 2027 to 'BB+' from
      'BB';
   -- 9.50% senior unsecured notes due 2031 to 'BB+' from 'BB';
   -- 6.125% senior unsecured notes due 2034 to 'BB+' from
      'BB'.

In addition, Fitch affirmed these rating on FCX:

   -- $500 million PT Freeport Indonesia/FCX Secured Bank
      Revolver at 'BBB-'.

The Rating Outlook remains Positive.

Fitch expects total debt to be $7.3 billion at year-end given
repayment of bank debt through internally generated cash and the
proceeds from the sale of its international wire and cable
business.  Strong metals prices should continue to drive earnings
over the next 12-to-18 months resulting in leverage as measured by
Total Debt/EBITDA of less than 1x.  Fitch expects free cash flow
to be more than sufficient to cover dividends and capital spending
over the time period.

An unexpected downturn in metals prices, a substantial shortfall
in production or significant additional debt financing could
trigger a downgrade of the ratings and/or Rating Outlook.

The ratings reflect FCX's position as the world's second largest
copper producer, its diversified operations and strong liquidity
as well as the company's exposure to copper prices and its
financial leverage.  The outlook is for copper producers to
continue to benefit from a strong pricing environment over the
near term.


GE COMMERCIAL: Fitch Affirms Low-B Ratings on Five Certificates
---------------------------------------------------------------
Fitch Ratings upgraded GE Commercial Mortgage Corporation, series
2003-C2, as:

   -- $14.8 million class F to 'AA+' from 'AA';
   -- $14.8 million class G to 'AA-'from 'A+'.

Fitch also affirmed these classes:

   -- $17.6 million class A-1 at 'AAA';
   -- $165.1 million class A-2 at 'AAA';
   -- $54.3 million class A-3 at 'AAA';
   -- $406.1 million class A-4 at 'AAA';
   -- $271 million class A-1A at 'AAA';
   -- Interest-only class X-1 at 'AAA';
   -- Interest-only class X-2 at 'AAA';
   -- $35.5 million class B at 'AAA';
   -- $14.8 million class C at 'AAA';
   -- $26.6 million class D at 'AAA';
   -- $14.8 million class E at 'AAA';
   -- $14.8 million class H at 'A-';
   -- $19.2 million class J at 'BBB-';
   -- $7.4 million class K at 'BB+';
   -- $8.9 million class L at 'BB';
   -- $4.4 million class M at 'B+';
   -- $7.4 million class N at 'B';
   -- $3.0 million class O at 'B-';
   -- $2.4 million class BLVD-1 at 'A';
   -- $2.5 million class BLVD-2 at 'A-';
   -- $4.5 million class BLVD-3 at 'BBB+';
   -- $3.5 million class BLVD-4 at 'BBB';
   -- $8 million class BLVD-5 at 'BBB-'.

Fitch does not rate the $19.3 million class P certificates.

The upgrades are due to the defeasance of 12.8% since the last
Fitch rating action.

As of the October 2007 distribution date, the pool's aggregate
certificate balance has decreased 5.6% to $1.14 billion from $1.21
billion at issuance.  In total 30 (35%) loans have defeased,
including four (14%) of the top 10 loans in the pool.

Currently, three assets (1.6%) are in special servicing with
losses projected on two (1%); the non-rated class P is sufficient
to absorb the projected losses.

The largest specially serviced asset (0.8%) is a real-estate owned
multifamily property located in Houston, Texas.  The special
servicer is marketing the property for sale and occupancy as of
September 2007 was 93%.

The second largest specially serviced loan (0.5%) is an office
property in Golden, Colorado.  The loan has been corrected and
scheduled for return to the master servicer.

The third specially serviced loan (0.3%) is secured by a self-
storage facility in New Orleans, Louisiana which sustained damage
from hurricanes Katrina and Rita.  The special servicer is working
to stabilize the property.

The deal has three shadow-rated loans and they maintain investment
grade ratings.  DDR Retail Portfolio (6.5%), the largest loan in
the pool, and Wellbridge Portfolio (1.9%) have both fully
defeased.

The Boulevard Mall (5.8%) is secured by a 1.2 million sf regional
mall in Las Vegas, Nevada, of which 587,170 sf represents
collateral.  The A note has been divided into two pari-passu
notes, A-1 ($45.1 million) in this trust and A-2, which is
securitized in GMAC 2003-C2. The B-Note, a $21 million non-pooled
portion of the loan, is also in this trust and collateralizes
classes BLVD-1 through BLVD-5.  Total occupancy was 98.6% as of
June 2007, up from 92.6% at issuance.


GEMSTONE CDO: Moody's Junks Rating on $10.1 Mil. Class E Notes
--------------------------------------------------------------
Moody's Investors Service placed these notes issued by Gemstone
CDO V Ltd on review for possible downgrade:

   -- $152,200,000 Class A-2 Floating Rate Notes Due September
      2046

      Prior Rating: Aaa
      Current Rating: Aaa (on review for possible downgrade)

   -- $61,000,000 Class A-3 Floating Rate Notes Due September
      2046

      Prior Rating: Aaa
      Current Rating: Aaa (on review for possible downgrade)

   -- $50,000,000 Class A-4 Floating Rate Notes Due September
      2046

      Prior Rating: Aaa
      Current Rating: Aaa (on review for possible downgrade)

In addition, Moody's also announced that it has downgraded and
left on review for possible downgrade these notes:

   -- $67,500,000 Class B Floating Rate notes Due September
      2046

      Prior Rating: Aa2
      Current Rating: A2 (on review for possible downgrade)

   -- $21,700,000 Class C Floating Rate Deferrable Interest
      Notes Due September 2046

      Prior Rating: A2
      Current Rating: Ba3 (on review for possible downgrade)

   -- $37,400,000 Class D Floating Rate Deferrable Interest
      Notes September 2046

      Prior Rating: Baa2
      Current Rating: B3 (on review for possible downgrade)

   -- $10,100,000 Class E Floating Rate Deferrable Interest
      Notes September 2046

      Prior Rating: Ba2
      Current Rating: Caa3 (on review for possible downgrade)

According to Moody's, the rating action reflects the deterioration
in the credit quality of the transaction's underlying reference
portfolio, consisting primarily of structured finance securities.


GEMSTONE CDO: Moody's Reviews Ba2 Rating on Class E Notes
---------------------------------------------------------
Moody's Investors Service placed these classes of notes issued by
Gemstone CDO IV Ltd., on review for possible downgrade:

   -- Class A-3 Floating Rate Notes Due February 2041

      Prior Rating: Aaa
      Current Rating: Aaa (on review for possible downgrade)

   -- Class B Floating Rate Notes Due February 2041

      Prior Rating: Aa2
      Current Rating: Aa2 (on review for possible downgrade)

   -- Class C Floating Rate Deferrable Interest Notes Due
      February 2041

      Prior Rating: A2
      Current Rating: A2 (on review for possible downgrade)

   -- Class D Floating Rate Deferrable Interest Notes February
      2041

      Prior Rating: Baa2
      Current Rating: Baa2 (on review for possible downgrade)

   -- Class E Floating Rate Deferrable Interest Notes February
      2041

      Prior Rating: Ba2
      Current Rating: Ba2 (on review for possible downgrade)

According to Moody's, the rating action reflects the deterioration
in the credit quality of the transaction's underlying reference
portfolio, consisting primarily of structured finance securities.  


GMAC COMMERCIAL: Fitch Junks Ratings on Two Cert. Classes
---------------------------------------------------------
Fitch Ratings downgraded and assigned distressed recovery ratings
to GMAC's Commercial Mortgage Securities Inc.'s commercial
mortgage pass-through certificates, series 1998-C1 as:

   -- $25.2 million class H to 'BB-' from 'BB+';

   -- $14.4 million class J to 'B' from 'BB-';

   -- $25.2 million class K to 'CCC/DR3' from 'B-' Rating Watch
      Evolving;

   -- $14.4 million class L to 'C/DR6' from 'CCC/DR2',

Fitch also affirms these classes:

   -- $191.9 million class A-2 'AAA';
   -- $28.8 million class B at 'AAA';
   -- $64.7 million class C at 'AAA';
   -- $75.5 million class D at 'AAA'.
   -- $68.3 million class E at 'AAA';
   --  Interest only class X at 'AAA';
   -- $43.1 million class F at 'A-';
   -- $32.4 million class G at 'BBB';

Classes F, G, H, J, and K have also been removed from Rating Watch
Evolving.

The $10.8 million class M remains 'C/DR6'.  Fitch does not rate
the $8.1 million class N certificates.

The downgrades of classes H, J, L, and K are the result of
expected losses from the transactions' specially serviced loan,
Senior Living Properties loan.  The loan currently represents 30%
of the outstanding transaction balance and is scheduled to mature
in February 2008.

As of the October 2007 distribution date, the pool's aggregate
certificate balance has decreased 58.9% to $602.6.8 million from
$1.438 billion at issuance.  Of the original 181 loans, 81 remain
outstanding in the pool, including 16 defeased loans (16.2%).

The largest loan (22%) in the transaction, SLP is current and
remains in special servicing.  The borrowers filed for bankruptcy
protection in May 2002.  The loan was modified during bankruptcy
to allow for the sale or refinance of the properties with the sale
proceeds applied to the paydown the loan.  The remaining
collateral for the loan is 48 healthcare properties in Texas.  The
loan is also backed by a surety bond, which has been guaranteed by
Centre Reinsurance.  The surety bond will continue to make debt
service payments until the loan's maturity in February 2008.

The new management team installed in early 2006 has stabilized
operations but has not returned the portfolio's performance to
historic levels.  Occupancy remains low, at slightly less than
60%.

Fitch's loss expectations are based on the remaining proceeds of
the surety bond and recent valuations of the remaining assets.  
Fitch expects classes M, N, and L to be depleted upon liquidation
of the loan.


GREENBELT CT: Wants to Reject Gaithersburg Lease Pact w/ Guardian
-----------------------------------------------------------------
Greenbelt CT Imaging Center LLC asks the United States Bankruptcy
Court for the District of Maryland for authority to reject its
lease agreement with Guardian Realty Management Inc., effective as
of Oct. 22, 2007, pursuant to Section 365 of the Bankruptcy Code.

The Debtor is a party to a lease dated May 23, 2006, with Guardian
Realty with respect to certain real property at 702 Russell
Avenue, Gaithersburg, Maryland.  The Debtor told the Court that it
had leased the property with the intention of operating a facility
out of the Gaithersburg location, but never installed imaging
equipment and never took possession of the premises.

The Debtor also told the Court that due to certain recent and
unexpected changes in Medicare and private insurance reimbursement
rates, the Debtor had ceased operations in three of its present
locations and abandoned efforts to commence operations in the
Gaithersburg location and a second other location.

After a review of its executory contracts and leases, Debtor
relates that it has determined that the rejection of the
Gaithersburg lease is in the best interest of the Debtor and its
estate and that the premises are not necessary for the Debtor's
on-going business operations.

Greenbelt, Maryland-based Greenbelt C.T. Imaging Center LLC
provides medical laboratory and diagnostic services including
computer tomography imaging and positron emission tomography.  The
Debtor filed for chapter 11 protection on Sept. 16, 2007 (Bankr.
D. Md. Case No. 07-18958).  Karen H. Moore, Esq. Paley, Rothman,
Goldstein, Rosenberg, Eig & Cooper, Chartered represents the
Debtor in its restructuring efforts.  No Official Committee of
Unsecured Creditors has been appointed in this case to date.  When
the Debtor filed for bankruptcy, it listed estimated assets and
debts between $1 million to $100 million.


GREGG WARD: Case Summary & 19 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Gregg S Ward
        5212 Vista De Olmo
        San Clemente, CA 92673

Bankruptcy Case No.: 07-13487

Chapter 11 Petition Date: October 23, 2007

Court: Central District Of California (Santa Ana)

Judge: Erithe A. Smith

Debtor's Counsel: Christian M. Dillon, Esq.
                  P.O.Box 3656
                  Dana Point, CA 92629
                  Tel: (949) 496-3933

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's list of its 19 Largest Unsecured Creditors:

   Entity                       Nature of Claim     Claim Amount
   ------                       ---------------     ------------
Litton Loan Servicing           Deed of trust           $532,000
Attn: Customer Care
4828 Loop Central Drive                                   Value:
Houston, TX 77081                                       $525,000

                                                  Net unsecured:
                                                          $7,000

First Franklin                  2nd deed of trust       $200,000
P.O. Box 1838
Pittsburgh, PA 15230                                      Value:
                                                        $900,000

                                                  Net unsecured:
                                                        $140,000
                                                  
                                                  Priority liens
                                                           exist

Norma Thompson                  Promissory note          $80,000
17403 Vinwood Lane
Yorba Linda, CA 92886

Orange County Tax Collector     Property taxes           $22,227

American Express                Credit card              $16,250
                                purchases

IndyMac Bank                    Promissory note          $12,000

Delia Delgado                   Judgment lien            $11,000

Forster Highlands Comm Assn     hoa dues                  $6,000

Paul Mcdonell                   Property taxes            $4,941

TriLogy @ La Quinta HOA         hoa dues                  $4,500

Capital One                     Credit card               $4,400
                                purchases                   

JC Penny                        Credit card               $2,000
                                purchases

Levitz                          Credit purchases          $2,000

Bank of America                 Credit card               $1,650
                                purchases

Home Shopping Network           Credit purchases          $1,500

Wells Fargo Financial Bank      Credit purchases          $1,400

Orchard                         Credit purchases          $1,000

Pay Pal                         Credit purchases            $600

HSBC                            Credit card                 $550
                                purchases


HALO TECH: Court Okays Retention of Wallman as Special Counsel
--------------------------------------------------------------
The United States Bankruptcy Court for the District of Connecticut
gave authority to Halo Technology Holdings Inc. and its debtor-
affiliates to employ Wallman Law Firm LLC as their special
litigation counsel.

As reported in the Troubled Company Reporter on Oct. 16, 2007, the
firm will perform services in connection with litigation matters
including the case Halo Technology Holdings Inc. versus Randall
Cooper et als pending in the U.S. District Court for the District
of Connecticut.

The Debtors agreed to pay Wallman's professionals at these rates
for their services:

     Designation               Hourly Rates
     -----------               ------------
     Partners                      $425
     Associates                    $300

The Debtors related that Wallman will also maintain a record of
any actual and necessary cost and expenses incurred in connection
with the legal services.

The Debtors owed the firm approximately $82,000 for services
rendered prior to bankruptcy filing.

To the best of the Debtors' knowledge, the firm holds no interest
adverse to the Debtors or their estates and is "disinterested" as
that term is defined in Section 101(14) of the Bankruptcy Code.

The firm can be reached at:

     Wallman Law Firm LLC
     184 Atlantic Street
     Stamford, CT 06901
     Tel: (203) 348-4000
     Fax: (203) 406-0587

Greenwich, Connecticut-based Halo Technology Holdings Inc. fka
Warp Technology Holdings Inc. -- http://www.haloholdings.com/--
is a holding company whose subsidiaries operate enterprise
software and information technology businesses.  The company and
its affiliates filed for chapter 11 protection on Aug. 20, 2007
(Bankr. D. Conn. Lead Case No. 07-50480).  Lawyers at Zeisler &
Zeisler P.C. serve as the Debtors' counsel.  The Official
Committee of Unsecured Creditors selected the firm Pepe & Hazard
LLP as its bankruptcy counsel.  At March 31, 2007, the company
reported total assets of $47,344,373 and total liabilities of
$45,494,297.


HALO TECH: Court Okays Retention of Del Conte Hyde as Accountant
----------------------------------------------------------------
The United States Bankruptcy Court for the District of Connecticut
gave authority to Halo Technology Holdings Inc. and its debtor-
affiliates to employ Del Conte, Hyde, Annello & Schuch P.C. as
their accountants.

Del Conte Hyde is expected to assist the Debtors in the
preparation of schedules, statement of financial affairs, debtor-
in-possession operating reports and other requirements of the U.S.
Trustee, preference analysis, and reconcilation of claims.

As reported in the Troubled Company Reporter on Oct. 12, 2007, the
firm's professionals bill:

     Designation                  Hourly Rates
     -----------                  ------------
     Partner/Director                 $225
     Associates                       $125

The Debtor related that Del Conte Hyde will also seek
reimbursement for actual and necessary out-of-pocket expenses in
the rendition of its professional services.

To the best of the Debtors' knowledge, the firm holds no interest
adverse to the Debtors and their estates and is "disinterested" as
the term is defined in the Section 101(14)of the Bankruptcy Code.

Greenwich, Connecticut-based Halo Technology Holdings Inc. fka
Warp Technology Holdings Inc. -- http://www.haloholdings.com/--
is a holding company whose subsidiaries operate enterprise
software and information technology businesses.  The company and
its affiliates filed for chapter 11 protection on Aug. 20, 2007
(Bankr. D. Conn. Lead Case No. 07-50480).  Lawyers at Zeisler &
Zeisler P.C. serve as the Debtors' counsel.  The Official
Committee of Unsecured Creditors selected the firm Pepe & Hazard
LLP as its bankruptcy counsel.  At March 31, 2007, the company
reported total assets of $47,344,373 and total liabilities of
$45,494,297.


HARBOURVIEW CLO: Notes Redemption Cues S&P to Withdraw Ratings
--------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its ratings on the
class A-1, A-2, B-1, B-2, C-1, C-2, D, E-1, E-2, and E-3 notes
issued by Harbourview CLO IV Ltd., an arbitrage high-yield
CLO transaction originated Jan. 15, 2002.
     
The rating withdrawals follow the optional redemption of the notes
pursuant to section 9.1 of the indenture.  The redemption took
place on the Oct. 25, 2007, payment date.  


                      Ratings Withdrawn

                    Harbourview CLO IV Ltd.   

                     Rating             Balance
                     ------             -------
            Class   To    From    Original    Current
            -----   --    ----    -------     -------
            A-1     NR    AAA   $200,500,000    0.00
            A-2     NR    AAA    $50,000,000    0.00
            B-1     NR    AA-    $17,500,000    0.00
            B-2     NR    AA-    $15,000,000    0.00
            C-1     NR    A-      $8,000,000    0.00
            C-2     NR    A-      $7,500,000    0.00
            D       NR    BBB    $10,000,000    0.00
            E-1     NR    BB      $8,500,000    0.00
            E-2     NR    BB      $3,000,000    0.00
            E-3     NR    BB      $2,000,000    0.00

                        NR -- Not rated.


HARBORVIEW MORTGAGE: Fitch Junks Ratings on Two. Cert. Classes
--------------------------------------------------------------
Fitch Ratings affirmed $1.73 billion, downgraded $53.9 million and
places $7.6 million on Rating Watch Negative from 2 Harborview
Mortgage Loan Trust transactions:

Series 2006-4

   -- Class A affirmed at 'AAA';
   -- Class B-1 affirmed at 'AA+';
   -- Class B-2 affirmed at 'AA';
   -- Class B-3 affirmed at 'AA-';
   -- Class B-4 affirmed at 'A+';
   -- Class B-5 affirmed at 'A';
   -- Class B-6 affirmed at 'A-';
   -- Class B-7 downgraded to 'BBB' from 'A-';
   -- Class B-8 downgraded to 'BBB-' from 'BBB+';
   -- Class B-9 downgraded to 'BB' from 'BBB';
   -- Class B-11 downgraded to 'CC/DR4' from 'B'.

Series 2006-6

   -- Class A affirmed at 'AAA';
   -- Class B-1 affirmed at 'AA';
   -- Class B-2 rated 'A' is placed on Rating Watch Negative;
   -- Class B-3 is downgraded to 'BBB-' from 'BBB' and removed
      from Rating Watch Negative;
   -- Class B-4 downgraded to 'B' from 'BB-';
   -- Class B-5 downgraded to 'C/DR5' from 'CCC/DR2'.

The affirmations affect about $1.73 billion in outstanding
certificates and reflect adequate relationships of credit
enhancement to future loss expectations.  The downgrades affect
about $53.9 million of the outstanding certificates.  The class
placed on Rating Watch has a balance of about $7.6 million.

The negative rating actions reflect deterioration in the
relationship between CE and future loss expectations.  As of the
September 2007 distribution date about 6.03% and 4.94% of the
pools are more than sixty days delinquent (including loans in
Foreclosure, Real Estate Owned and Bankruptcy) for the 2006-4 and
2006-6 deals, respectively.  The current subordination of the B-2
class, series 2006-6, placed on Rating Watch Negative is 2.98%.

The 2006-4 and 2006-6 pools are seasoned 17 and 15 months and have
a pool factor (current principal balance as a percentage of
original) of about 72% and 75%, respectively.

The collateral for the pools consist of adjustable-rate mortgage
loans secured by first liens on one- to four-family residential
properties.  The mortgage loans were originated by Countrywide
Home Loans Inc., Indymac Bank F.S.B., Downey Savings and Loan,
HSBC Mortgage Corp., and Mellon Trust of New England.  The loans
are serviced by Countrywide Home Loans Servicing LP, rated 'RPS1'
by Fitch for series 2006-4 and master serviced by Wells Fargo
Bank, NA, rated 'RMS1' by Fitch for series 2006-6.

Fitch will continue to closely monitor these transactions. If
credit enhancement continues to deteriorate, further rating
actions may be necessary.


HARMAN INT'L: Earns $36.5 Million in 1st Quarter Ended Sept. 30
---------------------------------------------------------------
Harman International Industries Incorporated disclosed results for
the first quarter ended Sept. 30, 2007.  The company reported net
income of $36.5 million for the quarter ended Sept. 30, 2007,
compared with net income of $56.6 million for the same period
ended Sept. 30, 2006.  Excluding merger related costs of $4.7
million, net income was $41.2 million.  Net sales for the three
months were $947.0 million, a 15% increase compared to $825.5
million for the same period last year.

All three divisions reported double-digit sales growth for the
first quarter.  Automotive net sales for the three months were
$682.3 million compared to $601.0 million last year, an increase
of 14%.  Consumer net sales increased 28% from $93.1 million a
year ago to $119.4 million this quarter.  Professional net sales
were $145.2 million compared to $131.4 million last year, an
increase of 11%.

Dr. Sidney Harman, executive chairman, and Dinesh Paliwal, vice
chairman and chief executive officer, commented:

"We achieved good results during the first quarter of fiscal 2008.
Sales growth was strong due to the ramp up of an infotainment
system for Chrysler and robust sales of personal navigation
devices in Europe.  Our initiative to develop cost saving
strategies is underway and we expect to gain procurement,
engineering and manufacturing efficiencies that will improve
margins over the course of this fiscal year."

At Sept. 30, 2007, the company's consolidated balance sheet showed
$2.622 billion in total assets, $1.046 billion in total
liabilities, and $1.576 billion in total shareholders' equity.

                    About Harman International

Headquartered in Washington, D.C., Harman International Industries
Inc. (NYSE: HAR) -- http://www.harman.com/-- manufactures high-
quality, high-fidelity audio products and electronic systems for
the automotive, consumer and professional markets.

                          *     *     *

As reported in the Troubled Company Reporter on Oct. 24, 2007,
Standard & Poor's Ratings Services revised its CreditWatch
implications for the 'BB-' corporate credit rating on Harman
International Industries Inc. to positive from developing.  The
revision reflects published reports that the merger agreement with
KKR and GS Capital Partners, the private equity buyers that agreed
to acquire Harman in April 2007, has been terminated without
litigation or payment of a termination fee.  Accordingly, S&P no
longer expects to lower the rating on Harman.      


HEALTH MANAGEMENT: Earns $30.5 Million in Quarter Ended Sept. 30
----------------------------------------------------------------
Health Management Associates Inc. disclosed consolidated financial
results for the third quarter and nine months ended Sept. 30,
2007.  For the quarter, HMA reported net income of $30.5 million;
income from continuing operations of $20.1 million; net revenue of
$1.070 billion; and earnings before interest, income taxes,
depreciation, amortization, refinancing and debt modification
costs and after minority interests of $151.6 million.

On a same hospital basis from continuing operations, adjusted
admissions increased 1.9%, net revenue per adjusted admission
increased 4.6%, and net revenue increased 6.5%, all compared to
the same quarter a year ago.  Admissions decreased 0.4%, surgeries
increased 1.2%, and emergency room visits increased 3.0%.  Same
hospitals refer to those owned and operated for one year or more.
Same hospital EBITDA from continuing operations for the quarter
was $168.4 million, with a margin of 16.0%.

Provision for doubtful accounts, or bad debt expense, was
$126.5 million for the quarter compared to $94.1 million for the
same period a year ago, and $150.6 million for the second quarter
ended June 30, 2007.  As previously disclosed on July 31, 2007,
HMA expects bad debt expense as a percent of net revenue to be
approximately 12% for the balance of 2007.  As a deliberate part
of its operating strategy, HMA sold certain accounts receivable
during the quarter that were over one year old that it had
previously written off entirely from its balance sheet.  Bad debt
expense for the quarter was reduced by $16.0 million from the sale
of these accounts receivable.

Since February 2007, HMA has given a 60% discount to uninsured
patients for non-elective services.  Uninsured discounts for the
quarter were $155.6 million compared to $153.3 million for the
quarter ended June 30, 2007.  Charity/indigent care writeoffs for
the quarter were $19.2 million, compared to $156.9 million for the
same period a year ago and $18.5 million for the second quarter.
The sum of uninsured discounts, charity/indigent write-offs and
bad debt expense, as a percentage of the sum of net revenue,
uninsured discounts and charity/indigent write-offs, was 24.2% for
the third quarter compared to 21.9% for the same quarter a year
ago and 25.4% for the second quarter ended June 30, 2007.  The
second quarter included $39.0 million of additional bad debt
expense related to a change in accounting estimate.

During the third quarter, the company accounted for its two
Arkansas-based hospitals as assets held-for-sale.  Prior periods
have been reclassified for these hospitals, as well as for two
Virginia-based hospitals which the company sold during the third
quarter.  Pre-tax income from held-for-sale assets was
approximately $17.1 million during the third quarter, which
included a pre-tax gain of approximately $22.3 million from the
sale of the two Virginia-based hospitals.

Total net revenue from continuing operations for the quarter
increased 8.2%, total admissions from continuing operations grew
0.4%, and total adjusted admissions from continuing operations
grew 2.7%, in each case as compared to the same quarter a year
ago, reflecting the opening of a new hospital in Naples, Florida,
during the first quarter.

For the nine months, HMA reported net revenue of $3.307 billion;
EBITDA of $480.4 million; net income of $107.4 million; and income
from continuing operations of $98.1 million.  Cash flow from
continuing operating activities for the nine month period was
$241.2 million, after cash interest and cash tax payments
aggregating $235.9 million.

At Sept. 30, 2007, the company's consolidated balance sheet showed
$4.642 billion in total assets, $4.527 billion in total
liabilities, and $114.5 million in total shareholders' equity.

                About Health Management Associates

Health Management Associates Inc. (NYSE: HMA) --
http://www.hma-corp.com/-- owns and operates general acute care  
hospitals in non-urban communities located throughout the United
States. HMA operates 59 hospitals in 15 states with approximately
8,500 licensed beds.

                          *     *     *

As reported in the Troubled Company Reporter on Aug. 21, 2007,
Moody's Investors Service revised Health Management Associates
Inc.'s rating outlook to negative from stable.  Moody's also
affirmed HMA's existing ratings, including the Ba3 Corporate
Family Rating.  


HORIZON LINES: Earns $1.6 Million in Third Quarter Ended Sept. 23
-----------------------------------------------------------------
Horizon Lines Inc. reported net income of $1.6 million on
operating revenue of $321.1 million for the third quarter ended
Sept. 23, 2007, compared to net income of $52.9 million on
operating revenue of $304.7 million for the same period ended
Sept. 24, 2006.

After adjustment to exclude the non-recurring loss on
extinguishment of debt in 2007 and secondary offering expenses in
2006, and to retroactively apply tonnage tax to 2006, adjusted net
income was $20.7 million in 2007's third quarter, versus
$20.2 million in the third quarter of 2006.
    
Operating income in the third quarter of 2007 was $35.3 million,
slightly better than the $35.2 million in 2006's third quarter.
Absent non-recurring secondary offering expenses, adjusted
operating income in the third quarter of 2006 would have been
$36.0 million.
    
Earnings before interest expense, taxes, depreciation and
amortization was $12.8 million for the third quarter of 2007
compared to $51.0 million for the 2006 third quarter.  Excluding
the non-recurring loss on extinguishment of debt in 2007 and
secondary offering expenses in 2006, adjusted EBITDA would have
been $50.8 million in the third quarter of 2007 in contrast to
$51.8 million for the third quarter of 2006.
    
"Horizon Lines once again rose to the challenge and overcame a
less than ideal operating environment, to deliver improved
earnings in the third quarter of 2007," said Chuck Raymond,
chairman, president and chief executive officer.  "Volume
softness, primarily caused by lingering difficult economic
conditions in our Puerto Rico tradelane, was offset by unit
revenue improvements, benefits derived from our Horizon EDGE
process re-engineering and customer service program and tight
controls on our costs.  We closed on a refinancing of our capital
structure in August that is generating significant benefits in
terms of a lower cost of capital, improved cash flow, and enhanced
flexibility and greater liquidity that will allow us to take
advantage of future growth opportunities.  In addition, we changed
the structure of Horizon Lines into two separate transportation
and logistics operations.  This will allow us to stay focused
on our core Jones Act transportation operations, while at the same
time providing for future growth and development of our fully
integrated logistics services.  As the first step in growing our
new logistics offering, we also acquired Aero Logistics during the
quarter."

At Sept. 23, 2007, the company's consolidated balance sheet showed
$961.1 million in total assets, $814.7 million in total
liabilities, and $146.4 million in total shareholders' equity.

Full-text copies of the company's consolidated financial
statements for the quarter ended Sept. 23, 2007, are available for
free at http://researcharchives.com/t/s?2498

                       About Horizon Lines

Headquartered in Charlotte, North Carolina, Horizon Lines Inc.
(NYSE: HRZ) -- http://www.horizon-lines.com/-- is a domestic  
ocean shipping and integrated logistics company comprised of two
primary operating subsidiaries.  Horizon Lines LLC operates a
fleet of 21 U.S.-flag containerships and 5 port terminals linking
the continental United States with Alaska, Hawaii, Guam,
Micronesia and Puerto Rico.  Horizon Logistics LLC offers
customized logistics solutions to shippers from a suite of
transportation and distribution management services designed by
Aero Logistics, information technology developed by Horizon
Services Group and intermodal trucking and warehousing services
provided by Sea-Logix.

                          *     *     *

As reported in the Troubled Company Reporter on Aug. 9, 2007,
Standard & Poor's Ratings Services assigned a 'BB+' rating and a
'1' recovery rating to Horizon Lines Inc.'s (BB-/Stable/--)
proposed senior secured first-lien credit facilities, consisting
of a $250 million revolving credit facility and a $125 million
term loan A; both facilities mature in 2012.


HYDRO SPA: Committee Wants to Employ Foley & Lardner as Counsel
---------------------------------------------------------------
The Official Committee of Unsecured Creditors in Hydro Spa Parts
and Accessories, Inc.'s Chapter 11 case asks authority from the
U.S. Bankruptcy Court for the Middle District of Florida to employ
Foley & Lardner LLP as its legal counsel.

Foley & Lardner will:

   a) meet or confer with and provide the Committee with legal
      advice with respect to its statutory duties and powers in
      this bankruptcy case;

   b) represent and appear at hearings o9n behalf of the Committee
      in all matters requiring Committee participation, including
      cash collateral, sales, leases, litigation against insiders
      as necessary and appropriate;

   c) negotiate with counsel for the Debtor, secured creditors,
      equity holders, and executory contract parties on various
      matters; and

   d) perform other legal services as may be required by the
      Committee.

Mark. J. Wolfson, Esq., a partner at Foley & Lardner, tells the
Court that the firm's professionals bill:

   Professional                  Designation     Hourly Rate
   ------------                  -----------     -----------
   Mark J. Wolfson, Esq.         Partner            $450
   W. Keith Fendrick, Esq.       Partner            $425
   Amanda Uliano, Esq.           Associate          $325
   Lauren Valiente, Esq.         Associate          $250
   Kevin M. Shuler, Esq.         Associate          $235
   C. Victoria Knight, Esq.      Associate          $225
   Jodi Almeida                  Paralegal          $150

Mr. Wolfson assures the Court that the firm is disinterested as
that term is defined in Section 101(14) of the U.S. Bankruptcy
Code.

Mr. Wolfson can be contacted at:

    Mark J. Wolfson, Esq.
    Foley & Lardner LLP
    100 North Tampa Street
    Suite 2700
    Tampa, FL 33602
    Tel: (813) 229-2300
    Fax: (813) 221-4210
    http://www.foley.com/

                          About Hydro Spa

Based in St. Petersburg, Florida, Hydro Spa Parts and Accessories,
Inc. -- http://www.hydrospa.com/-- sells bathroom, hot tub, and  
spa equipment and accessories.  The Debtor filed for Chapter 11
protection on Sept. 19, 2007 (Bankr. M.D. Fla. Case No. 07-08616).  
John A. Anthony, Esq., John I. Van Voris, Esq., and Stephenie M.
Biernacki, Esq., at GrayRobinson, P.A., represent the Debtor in
its restructuring efforts.  When the Debtor filed for protection
from its creditors, it listed total assets of $10,659,077, and
total liabilities of $13,611,578.


HYDRO SPA: Court OKs GlassRatner as Committee's Financial Advisors
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida gave
authority to the Official Committee of Unsecured Creditors
appointed in Hydro Spa Parts and Accessories, Inc.'s bankruptcy
case, to employ GlassRatner Advisory & Capital Group, LLC, as its
financial advisors.

GlassRatner Advisory is expected to:

   a) perform an evaluation of the purchase price and terms of the
      proposed sale contract, including a valuation of the assets
      being sold at a "high level", to determine if the proposed
      purchase price is in a range of reasonable values;

   b) analyze whether sufficient marketing efforts have occurred
      in connection with the sale of assets, whether there is a
      number of potential buyers not solicited by the Debtor, and
      whether additional time for the asset sale beyond
      Nov. 2, 2007 will have a materially negative impact on the
      sales price relative to the likelihood of achieving a higher
      realized sales value;

   c) review and advise on cash collateral issues between now and
      the asset sale, including review of financial information
      and documentation;

   d) advise the Committee and Committee's counsel on the above
      matters; and

   e) testify at hearings as necessary.

Thomas Santoro, a principal of GlassRanter Advisory, tells the
Court that the firm's professionals bill:

      Professional                        Hourly Rate
      ------------                        -----------
      Thomas Santoro                         $325
      Margaret J. Smith, CPA                 $325
      Staff and Senior Associates         $135 - $175

Mr. Santoro assures the Court that the firm is disinterested as
that term is defined in Section 101(14) of the U.S. Bankruptcy
Code.

                          About Hydro Spa

Based in St. Petersburg, Florida, Hydro Spa Parts and Accessories,
Inc. -- http://www.hydrospa.com/-- sells bathroom, hot tub, and  
spa equipment and accessories.  The Debtor filed for Chapter 11
protection on Sept. 19, 2007 (Bankr. M.D. Fla. Case No. 07-08616).  
John A. Anthony, Esq., John I. Van Voris, Esq., and Stephenie M.
Biernacki, Esq., at GrayRobinson, P.A., represent the Debtor in
its restructuring efforts.  When the Debtor filed for protection
from its creditors, it listed total assets of $10,659,077, and
total liabilities of $13,611,578.


HYDRO SPA: Wants to Hire Oscher Consulting as Forensic Accountants
------------------------------------------------------------------
Hydro Spa Parts and Accessories, Inc. asks permission from the
U.S. Bankruptcy Court for the Middle District of Florida to employ
Oscher Consulting, P.A., as its forensic accountants.

                       Gulf Coast Litigation

Oscher Consulting will provide forensic accounting services to the
Debtor as the Debtor pursues assets involved in a state court
lawsuit.

On November 2005, Gulf Coast Spa Manufacturers, Inc. initiated a
"pre-emptive strike" state court action in the Circuit Court for
the Sixth Judicial Circuit in Pinellas County, Florida (Case No.
05-007780-CI-13).  At that time, the Debtor had demanded payment
from Gulf Coast of a delinquent open account for approximately
$2,100,000.  The Debtor has since counterclaimed against Gulf
Coast.

On Oct. 3, 2007, the Debtor filed a notice of removal in its case,
thus removing the Gulf Coast litigation to this current court.  
The Debtor says that the litigation is a "core proceeding"
pursuant to Section 157(b)(2) of the U.S. Bankruptcy Code, and its
corresponding account appears to be the second most valuable asset
of the estate.  The Debtor tells the Court that it requires the
expert analysis and testimony of Oscher Consulting to debunk any
excuses offered by Gulf Coast for non-payment of the account.

                       Going Concern Assets

On Oct. 2, 2007, the Debtor asked the Court to establish bidding
procedures, in order to obtain authority from the Court to market
and sell its going concern assets.  These going concern assets are
a bulk of its total assets approximately $10,657,077, based on its
schedules.

The Official Committee of Unsecured Creditors appointed in the
Debtor's case objected to the request for bidding procedures, and
as such, the Debtor saw the need to avail of the firm's expertise
in forensic accounting to address the issues raised by the
Committee.

                      Insider Secured Claims

The Debtor relates that, in its objection of the bidding
procedures, the Committee and its counsel have made fairly obvious
threats to initiate litigation against the Debtor's principals
seeking to object to the secured insider claims, re-characterize
those claims as equity, subordinate the secured insider claims,
and pursue other comparable relief.

The Debtor has diligently reviewed the loan and security documents
evidencing the secured insider claims.  However, the Debtor
asserts that they still need the firm's services in order to
clarify, expedite, and resolve the secured claims issue.

Steven S. Oscher, managing director of Oscher Consulting, says
that the Debtor proposes to compensate him at a rate of $340 per
hour.

Mr. Oscher assures the Court that the firm is disinterested, as
that term is defined in Section 101(14) of the U.S. Bankruptcy
Code.

                          About Hydro Spa

Based in St. Petersburg, Florida, Hydro Spa Parts and Accessories,
Inc. -- http://www.hydrospa.com/-- sells bathroom, hot tub, and  
spa equipment and accessories.  The Debtor filed for Chapter 11
protection on Sept. 19, 2007 (Bankr. M.D. Fla. Case No. 07-08616).  
John A. Anthony, Esq., John I. Van Voris, Esq., and Stephenie M.
Biernacki, Esq., at GrayRobinson, P.A., represent the Debtor in
its restructuring efforts.  When the Debtor filed for protection
from its creditors, it listed total assets of $10,659,077, and
total liabilities of $13,611,578.


INDEPENDENCE VII: Moody's Junks Ratings on Two Note Classes
-----------------------------------------------------------
Moody's Investors Service placed these notes issued by
Independence VII CDO, Ltd. on review for possible downgrade:

   -- $360,000,000 Class A-1A First Priority Senior Secured
      Floating Rate Delayed Draw Notes due 2045

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

   -- $60,000,000 Class A-1B First Priority Senior Secured
      Floating Rate Notes due 2045

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

   -- $30,600,000 Class A-2 Second Priority Senior Secured
      Floating Rate Notes due 2045

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

   -- $60,000,000 Class B Third Priority Senior Secured
      Floating Rate Notes due 2045

      Prior Rating: Aa2
      Current Rating: Aa2, on review for possible downgrade

   -- $28,500,000 Class C Fourth Priority Senior Secured
      Floating Rate Notes due 2045

      Prior Rating: Aa3
      Current Rating: Aa3, on review for possible downgrade

In addition Moody's also announced that it has downgraded and left
on review for possible downgrade these notes:

   -- $15,000,000 Class D Fifth Priority Mezzanine Deferrable
      Floating Rate Notes due 2045

      Prior Rating: A3
      Current Rating: Ba2, on review for possible downgrade

   -- $24,900,000 Class E Sixth Priority Mezzanine Deferrable
      Floating Rate Notes due 2045

      Prior Rating: Baa2
      Current Rating: Caa3, on review for possible downgrade

Moody's has also announced that it has downgraded these notes:

   -- $5,400,000 Class F Seventh Priority Mezzanine Deferrable
      Floating Rate Notes due 2045

      Prior Rating: Ba1, on review for possible downgrade
      Current Rating: Ca

According to Moody's, the rating actions are the result of
deterioration in the credit quality of the transaction's
underlying collateral pool, which consists primarily of asset-
backed securities and synthetic securities.


ENERGY AND INDUSTRIAL: S&P Rates $375 Million Term Loan at BB
-------------------------------------------------------------
Standard & Poor's Rating Services assigned its 'BB-' issuer rating
to Energy and Industrial Utilities Co. LLC, and also assigned its
'BB' issue rating to the company's $375 million term loan B due
2014 and $50 revolving credit facility due 2012.  S&P also gave
its 'B' rating to the $275 million senior unsecured notes due
2017, which the company will issue simultaneously with the secured
facilities.  The outlook is stable.  The secured credit facilities
have a recovery rating of '2', indicating 70% to 90% recovery
prospects in the event of a default.
     
EIUC was formed to hold interests in 15 projects:

    * Three operating coke batteries;

    * Three pulverized coal-injection projects; and

    * Nine projects that provide utility services such as steam,
      wastewater treatment, compressed air, and chilled water to
      automotive customers, as well as to the Detroit and
      Pittsburgh metropolitan airports.
     
The projects are largely debt free, except for about
$22 million of existing secured debt and about $32 million in
capital leases.
     
EIUC is 100% owned by EIUC Holdings LLC, which will be equally
owned by DTE Energy Services, a nonregulated subsidiary of DTE
Energy Co. (BBB/Stable/A-2) and CL Michigan Holdings LLC, an
affiliate of GE Capital Corp. (AAA/Stable/A-1+), after the
financing closes.  Proceeds will be distributed to DTE Energy
Services, who will continue to operate and manage the plants
through a set of arms-length agreements.
     
The outlook on EIUC is stable.  S&P expect near-term ratings
stability due to expected cash flow certainty from the contracted
nature of the revenue stream, with limited exposure to commodity
price volatility.
      
"The likelihood of an upgrade is low, given the existing
contracts, which offer limited upside potential," said Standard &
Poor's credit analyst Chinelo Chidozie.  "A downgrade could occur
if there are significant problems with ongoing construction, or if
the company's capital needs are significantly higher than expected
due to operating problems," she continued.


INDYMAC BANK: Fitch Junks Ratings on Two Certificate Classes
------------------------------------------------------------
Fitch Ratings took rating actions on these IndyMac Bank mortgage
pass-through certificates:

RAST 2006-A14CB

   -- Class A affirmed at 'AAA';
   -- Class B-1 downgraded to 'AA-' from 'AA';
   -- Class B-2 downgraded to 'BBB+' from 'A';
   -- Class B-3 downgraded to 'BB' from 'BBB';
   -- Class B-4 downgraded to 'B' from 'BB';
   -- Class B-5 downgraded to 'C/DR5' from 'B'.

RAST 2006-A16

   -- Class A affirmed at 'AAA';
   -- Class B-1 downgraded to 'AA-' from 'AA';
   -- Class B-2 downgraded to 'BBB+' from 'A';
   -- Class B-3 downgraded to 'BB+' from 'BBB';
   -- Class B-4 downgraded to 'B' from 'BB';
   -- Class B-5 downgraded to 'C/DR5' from 'B'.

INDX 2006-AR39

   -- Class A affirmed at 'AAA';
   -- Class M-1, M-2, M-3 affirmed at 'AA+';
   -- Class M-4, M-5 affirmed at 'AA';
   -- Class M-6, M-7 affirmed at 'A+';
   -- Class M8 affirmed at 'A-';
   -- Class M9 affirmed at 'BBB-'.

The affirmations affect about $1.49 billion in outstanding
certificates and reflect adequate relationships of credit
enhancement to future loss expectations.  The downgrades,
affecting about $59.6 million of the outstanding certificates,
reflect deterioration in the relationship between credit
enhancement and expected losses.

As of the September remittance date, the pool factor (current
principal balance as a percentage of original) for the RAST 2006-
A14CB is 93% and is 9 months seasoned.  About 5.42% of the pool is
more than 60 days delinquent.  This includes foreclosures and real
estate owned of 2.01% and 0.14% respectively.  The B-5 bond
currently has 0.48% of credit enhancement.

The pool factor for the RAST 2006-A16 is 87% and the deal is 11
months seasoned.  The 60+ delinquencies are 4.55% of the pool,
which includes foreclosures and REO of 2.01% and 0.37%
respectively.  The B-5 bond has 0.4% of credit enhancement.
IndyMac Bank, FSB, rated 'RPS2+' by Fitch, will act as a Servicer
for the above transactions.


IVY LANE: Moody's Cuts $25 Mil. Class C Notes' Rating to B2
-----------------------------------------------------------
Moody's Investors Service placed these notes issued by Ivy Lane
CDO Ltd. on review for possible downgrade:

   -- $350,000,000 Class A-1 Floating Rate Senior Secured Notes
      Due 2046

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

   -- $50,000,000 Class A-2 Floating Rate Senior Secured Notes
      Due 2046

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

   -- $36,000,000 Class A-3 Floating Rate Senior Secured Notes         
      Due 2046

      Prior Rating: Aa2
      Current Rating: Aa2, on review for possible downgrade

In addition Moody's also announced that it has downgraded and left
on review for possible downgrade these notes:

   -- $19,000,000 Class B Floating Rate Subordinate
      Securednotes Due 2046

      Prior Rating: A2, on review for possible downgrade
      Current Rating: Ba1, on review for possible downgrade

   -- $25,000,000 Class C Floating Rate Junior Subordinate
      Secured Notes Due 2046

      Prior Rating: Baa2, on review for possible downgrade
      Current Rating: B2, on review for possible downgrade

According to Moody's the rating actions are the result of
deterioration in the credit quality of the transaction's
underlying collateral pool, which consists primarily of structured
finance securities.


IXIS ABS: Moody's Cuts Ratings on Two Note Classes to Low-B
-----------------------------------------------------------
Moody's Investors Service placed these notes issued by IXIS ABS
CDO 2 LTD. on review for possible downgrade:

   -- $123,500,000 Class A-1 Senior Secured Funded Notes Due
      2046

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

   -- $201,500,000 Class A-1 Senior Secured Unfunded Notes Due
      2046

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

   -- $6,500,000 Class A-X Notes Due 2046

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

   -- $85,000,000 Class A-2 Senior Secured Floating Rate Notes
      Due 2046

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

   -- $30,000,000 Class B Secured Floating Rate Notes Due 2046

      Prior Rating: Aa2
      Current Rating: Aa2, on review for possible downgrade

In addition Moody's also announced that it has downgraded and left
on review for possible downgrade these notes:

   -- $21,000,000 Class C Secured Floating Rate Deferrable
      Notes Due 2046

      Prior Rating: A2, on review for possible downgrade
      Current Rating: Baa2, on review for possible downgrade

   -- $15,000,000 Class D Secured Floating Rate Deferrable
      Notes Due 2046

      Prior Rating: Baa2, on review for possible downgrade
      Current Rating: Ba2, on review for possible downgrade

   -- $4,000,000 Class E Secured Floating Rate Deferrable Notes
      Due 2046

      Prior Rating: Ba1, on review for possible downgrade
      Current Rating: B1, on review for possible downgrade

According to Moody's, the rating actions are the result of
deterioration in the credit quality of the transaction's
underlying collateral pool, which consists primarily of structured
finance securities.


JOPINDAR HARIKA: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Jopindar Pal Harika
        321 Red Oak Court
        Monroeville, PA 15146
        Tel: (412) 225-8429

Bankruptcy Case No.: 07-26714

Chapter 11 Petition Date: October 25, 2007

Court: Western District of Pennsylvania (Pittsburgh)

Debtor's Counsel: P. William Bercik, Esq.
                  1040 Fifth Avenue
                  Pittsburgh, PA 15219
                  Tel: (412) 471-4244
                  Fax: (412) 391-6344

Estimated Assets: $1 Million to $100 Million

Estimated Debts: $1 Million to $100 Million

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


JORGE NEUKIRCHEN: Case Summary & 12 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Jorge D. Neukirchen
        Cinara A. Neukirchen
        3260 Camino Colorados
        Lafayette, CA 94549

Bankruptcy Case No.: 07-43574

Chapter 11 Petition Date: October 25, 2007

Court: Northern District of California (Oakland)

Judge: Edward D. Jellen

Debtor's Counsel: David M. Sternberg, Esq.
                  Sternberg and Coad-Hermelin
                  540 Lennon Lane
                  Walnut Creek, CA 94598
                  Tel: (925) 946-1400

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's 12 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Mercedes Benz Financial        2006 Mercedes Benz;        $44,033
P.O. Box 9001921               Value of collateral:
Louisville, KY 40290-1921       $39,350

American Express               line of Credit             $12,401
P.O. BOX 0001
Los Angeles CA 90096-001

Odilio And Amparo Velasquez    Stipulated Judgment        $10,000
c/o Andrew H. Wolff
11 Embarcadero West,
Suite 133
Oakland CA 94607-4504

American Express               Credit Card cash            $3,236
advances

Rosenthal, Morgan and Thomas   Collection for              $1,965
                               A.D.T./R.S.V.P.
                               Security

Reid L. Steinfeld              Alta Bates Summit           $1,342
                               Medical CTR-A

Toyota Financial Services      2007 Toyota Camry             $697

E.B.M.U.D.                     Water bill                    $558

P.G.& E                        Utilities Bill                $513

Sonoma County Credit Service   Creditor- Frederick           $396
                               Wright, MD.

Dish Network                   Television                    $272

American Express               Revolving charge              $187


KENT FUNDING: Moody's Reviews Ba1 Rating on Class E Notes
---------------------------------------------------------
Moody's Investors Service placed these notes issued by Kent
Funding II, Ltd. on review for possible downgrade:

   -- $51,700,000 Class B Senior Secured Floating Rate Notes
      Due 2046

      Prior Rating: Aa2
      Current Rating: Aa2, on review for possible downgrade

   -- $16,700,000 Class C Secured Floating Rate Deferrable  
      Notes Due 2046

      Prior Rating: A2
      Current Rating: A2, on review for possible downgrade

   -- $8,250,000 Class D Floating Rate Deferrable Notes Due
      2046

      Prior Rating: Baa2
      Current Rating: Baa2, on review for possible downgrade

   -- $3,100,000 Class E Floating Rate Deferrable Notes Due      
      2046

      Prior Rating: Ba1
      Current Rating: Ba1, on review for possible downgrade

According to Moody's, the rating actions are the result of
deterioration in the credit quality of the transaction's
underlying collateral pool, which consists primarily of structured
finance securities.


KITTY HAWK: To Cease Scheduled Network Air & Ground Operations
--------------------------------------------------------------
Kitty Hawk, Inc. and all of its wholly-owned subsidiaries will
immediately cease all scheduled network air and ground operations.  
However, Kitty Hawk will continue to operate air cargo charter
operations.  Approximately 500 employees at Kitty Hawk will be
affected by the ceasing of operations, and such employees were
notified of their termination on Oct. 29, 2007.

Kitty Hawk's financial condition has deteriorated significantly
over the last year and the ceasing of network air and ground
operations is necessitated by, among other things, a 25% decrease
in year-over-year demand for its air product and a 15% year-over-
year decrease in demand for its ground product.  In conjunction
with lower demand for Kitty Hawk's services, record high jet and
diesel fuel prices have contributed to Kitty Hawk's inability to
continue network air and ground operations.

On Oct. 15, 2007, Kitty Hawk, Inc. and its wholly-owned
subsidiaries filed voluntary petitions in the U.S. Bankruptcy
Court for the Northern District of Texas, Fort Worth Division in a
continued effort to address significant financial challenges and
identify a strategic or financial investor.  Kitty Hawk has been
unable to secure new sources of financing or a buyer for all or a
portion of its assets after considerable and continuing efforts
which commenced in early 2007.

                     About Kitty Hawk

Headquartered in Texas, Kitty Hawk Inc. (AMEX: KHK) --
http://www.kittyhawkcompanies.com/-- is a holding company  
providing corporate planning and administrative services.  It
operates through its three wholly owned bankrupt subsidiaries,
Kitty Hawk filed for Chapter 11 protection on May 1, 2000 (Bank.
N.D. Tex. Case No. 00-42141).  On Aug. 5, 2002, the Court
confirmed the Debtor's Plan which became effective on Sept. 30,
2002.

The Debtor, along with four affiliates, filed new voluntary
chapter 11 petitions on Oct. 15, 2007 (Bankr. N.D. Tex. Case Nos.
07-44536 to 07-44540).  Gogi Malik, Esq., and Jason S. Brookner,
Esq., at Andrews & Kurth, LLP, represent the Debtors.  As of
Aug. 31, 2007, the Kitty Hawk's balance sheet showed total assets
of $40 million and total liabilities of $31 million.


KLEROS REAL: Moody's Cuts $26 Mil. Class D Notes' Rating to B1
--------------------------------------------------------------
Moody's Investors Service placed these notes issued by Kleros Real
Estate CDO I Ltd. on review for possible downgrade:

Class Description:

   -- $900,000,000 Class A-1 First Priority Senior Secured
         Floating Rate Notes Due October 2046

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

In addition Moody's also announced that it has downgraded and left
on review for possible downgrade these notes:

Class Descriptions:

   -- $18,700,000 Class B Third Priority Senior Secured
      Floating Rate Notes Due October 2046

      Prior Rating: Aa2, on review for possible downgrade
      Current Rating: A1, on review for possible downgrade

   -- $20,000,000 Class C Fourth Priority Senior Secured
      Floating Rate Notes Due October 2046

      Prior Rating: Aa3, on review for possible downgrade
      Current Rating: A2, on review for possible downgrade

   -- $26,000,000 Class D Fifth Priority Mezzanine Deferrable
      Fixed Rate Notes Due October 2046

      Prior Rating: Ba1, on review for possible downgrade
      Current Rating: B1, on review for possible downgrade

According to Moody's, the rating actions are the result of
deterioration in the credit quality of the transaction's
underlying collateral pool, which consists primarily of structured
finance securities.


KLEROS REAL: Moody's Junks Rating on $15 Mil. Class E Notes
-----------------------------------------------------------
Moody's Investors Service placed these notes issued by Kleros Real
Estate CDO II, Ltd. on review for possible downgrade:

   -- $775,000,000 Class A-1A First Priority Senior Secured
      Floating Rate Notes due November 2046

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

In addition Moody's also announced that it has downgraded and left
on review for possible downgrade these notes:

   -- $125,000,000 Class A-1B Notes Second Priority Senior
      Secured Floating Rate Notes due November 2046

      Prior Rating: Aaa, on review for possible downgrade
      Current Rating: A1, on review for possible downgrade

   -- $23,000,000 Class A-2 Notes Third Priority Senior Secured
      Floating Rate Notes due November 2046

      Prior Rating: Aaa, on review for possible downgrade
      Current Rating: A2, on review for possible downgrade

   -- $18,700,000 Class B Notes Fourth Priority Senior Secured
      Floating Rate Notes due November 2046

      Prior Rating: Aa2, on review for possible downgrade
      Current Rating: Baa1, on review for possible downgrade

   -- $27,000,000 Class C Notes Fifth Priority Senior Secured  
      Floating Rate Notes due November 2046

      Prior Rating: Aa3, on review for possible downgrade
      Current Rating: Baa2, on review for possible downgrade

   -- $11,000,000 Class D Notes Sixth Priority Mezzanine
      Deferrable Floating Rate Notes due November 2046

      Prior Rating: Baa2, on review for possible downgrade
      Current Rating: B1, on review for possible downgrade

Moody's also said that it has downgraded these notes:

   -- $15,000,000 Class E Notes Seventh Priority Mezzanine
      Deferrable Fixed Rate Notes due November 2046

      Prior Rating: Ba2, on review for possible downgrade
      Current Rating: C

According to Moody's, the rating actions are the result of
deterioration in the credit quality of the transaction's
underlying collateral pool, which consists primarily of structured
finance securities.


LA PALOMA: Weak Performance Prompts S&P's Rating Downgrade to B+
----------------------------------------------------------------
Standard & Poor's Rating Services lowered its rating to 'B+' from
'BB-' on La Paloma Generating Co. LLC's $245.84 million secured
first-lien term loan B due in 2012, its $65 million working-
capital facility, and its $40 million synthetic letter of credit
facility.  In addition, Standard & Poor's lowered it
rating to 'CCC+' from 'B-' on the issuer's second lien
$155 million term loan C.  The outlook is negative.
      
"The lowered rating follows the project's weak financial
performance due to heightened plant maintenance requirements since
its inception," said Standard & Poor's credit analyst Leo
Carrillo.  "Despite a cash sweep mechanism for first lien debt,
debt amortization is progressing very slowly and could lead to a
larger refinancing burden when the debt matures in 2012.  This
reduces recovery prospects if refinancing cannot be executed
successfully."
     
The credit facilities are secured by priority liens on all assets
of La Paloma, a ring-fenced special purpose entity that owns a
1,022 megawatt, combined cycle, gas-fired power plant located
about 40 miles outside of Bakersfield, California.  The plant has
been in service since March 2003.


LEBARON DRYWALL: Wants Exclusive Plan-Filing Period Set to Nov. 12
------------------------------------------------------------------
LeBaron Drywall Inc. asks the United States Bankruptcy Court for
the District of Alaska for permission to extend its exclusive
periods to:

   a. file a Chapter 11 plan until Nov. 12, 2007; and
   b. solicit acceptances of that plan until Jan. 31, 2008.

The Debtor's exclusive period to file a plan expired on Oct. 10,
2007.

The Debtor tells the Court that it needs more time to complete the
sale of its real property to Merit Homes Inc., which is expected
to close on tomorrow, Wednesday, Oct. 31, 2007.

As previously reported, the Court granted the agreement between
the Debtor and John Tindall of Merit Homes in connection with the
sale of the Debtor's real property -- identified as Tract C, The
Terraces, according to Plat 2005-08, Anchorage Recording District
-- to Merit Homes for $3,125,000.

According to the Debtor, the closing of the sale will also
determine the exact money to satisfy First National Bank's
$2 million claim and certain cost to complete the improvements.

Based in Anchorage, Alaska, LeBaron Drywall Inc. builds
condominiums.  The company filed for Chapter 11 protection on
February 21, 2007 (Bankr. D. Alaska Case No. 07-00070).  John C.
Siemers, Esq., at Burr Pease & Kurtz, represents the Debtor in its
restructuring efforts. Erik J. Leroy, Esq., serves as the Debtor's
co-counsel. No Official Committee of Unsecured Creditors has been
appointed in this case.  When the Debtor filed for protection from
its creditors, it listed estimated assets of $18,955,000.


LEXINGTON CAPITAL: Moody's Reviews Ratings and May Downgrade
-----------------------------------------------------------
Moody's Investors Service placed these notes issued by Lexington
Capital Funding II Ltd. on review for possible downgrade:

   -- $17,050,000 Class A-2 Second Priority Senior Secured
      Floating Rate Notes Due 2046;

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

   -- $64,625,000 Class B Third Priority Senior Secured
      Floating Rate Notes Due 2046;

      Prior Rating: Aa2
      Current Rating: Aa2, on review for possible downgrade

   -- $19,800,000 Class C Fourth Priority Senior Secured
      Floating Rate Notes Due 2046;

      Prior Rating: Aa3
      Current Rating: Aa3, on review for possible downgrade

   -- $24,200,000 Class D Fifth Priority Mezzanine Secured
      Deferrable Floating Rate Notes Due 2046;

      Prior Rating: A2
      Current Rating: Baa2, on review for possible downgrade

   -- $13,750,000 Class E Sixth Priority Mezzanine Secured
      Deferrable Floating Rate Notes Due 2046;

      Prior Rating: Baa2
      Current Rating: Ba2, on review for possible downgrade

   -- $5,500,000 Class F Seventh Priority Mezzanine Secured
      Deferrable Floating Rate Notes Due 2046;

      Prior Rating: Ba1
      Current Rating: B1, on review for possible downgrade

According to Moody's, the rating actions are the result of
deterioration in the credit quality of the transaction's
underlying collateral pool, which consists primarily of structured
finance securities.


LIBERTAS PREFERRED: Moody's Reviews Ba1 Rating on Class G Notes
---------------------------------------------------------------
Moody's Investors Service placed these notes issued by Libertas
Preferred Funding I, Ltd. on review for possible downgrade:

   -- $66,000,000 Class A-2 Second Priority Senior Secured
      Floating Rate Notes Due December 2043

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

   -- $32,400,000 Class B Third Priority Senior Secured
      Floating Rate Notes Due December 2043

      Prior Rating: Aa2
      Current Rating: Aa2, on review for possible downgrade

   -- $5,400,000 Class C Fourth Priority Senior Secured
      Floating Rate Notes Due December 2043

      Prior Rating: Aa3
      Current Rating: Aa3, on review for possible downgrade

   -- $24,000,000 Class D Fifth Priority Mezzanine Secured
      Deferrable Floating Rate Notes Due December 2043

      Prior Rating: A2
      Current Rating: A2, on review for possible downgrade

   -- $13,800,000 Class E Sixth Priority Mezzanine Secured
      Deferrable Floating Rate Notes Due December 2043

      Prior Rating: Baa2
      Current Rating: Baa2, on review for possible downgrade

   -- $12,000,000 Class F Seventh Priority Mezzanine Secured
      Deferrable Floating Rate Notes Due December 2043

      Prior Rating: Baa3
      Current Rating: Baa3, on review for possible downgrade

   -- $9,000,000 Class G Eighth Priority Mezzanine Secured
      Deferrable Floating Rate Notes Due December 2043

      Prior Rating: Ba1
      Current Rating: Ba1, on review for possible downgrade

According to Moody's, the rating action is the result of
deterioration in the credit quality of the transaction's
underlying collateral pool, which consists primarily of subprime
RMBS securities.


LINEAR TECH: Sept. 30 Balance Sheet Upside-Down by $1.97 Billion
----------------------------------------------------------------
Linear Technology Corporation's consolidated balance sheet at
Sept. 30, 2007, showed $1.33 billion in total assets and
$1.97 billion in total liabilities, resulting in a $635,929 total
shareholders' deficit.

Net income of $91.5 million for the first quarter of fiscal year
2008 of $91.5 million decreased $4.2 million or 4.4% from
$95.7 million reported in the fourth quarter of fiscal year 2007
largely due to an increase in net interest expense and an increase
in the provision for income taxes.  Net income decreased
$20.9 million or 18.6% from $112.4 million in the first quarter of
fiscal year 2007.

Revenue for the first quarter of fiscal year 2008 increased 5.0%
to $281.5 million over the previous quarter revenue of
$268.1 million and decreased 3.6% or $10.6 million from
$292.1 million in the first quarter of fiscal year 2007.  

In April 2007, the company entered into a $3.0 billion accelerated
share repurchase transaction funded by $1.3 billion of the  
company's own cash and $1.7 billion of convertible debt.  As a
result, the company's first quarter results had both a decrease in
interest income and an increase in interest expense when compared
to both last quarter and the first quarter of the prior fiscal
year.  The first quarter of fiscal year 2008 had higher interest
expense than the fourth quarter of fiscal 2007 due to the fourth
quarter having two months of accrued interest versus three months
in the first quarter of fiscal year 2008.  

First quarter non-GAAP net income of $101.4 million decreased
$8.5 million from $109.9 million in the fourth quarter and
decreased $22.8 million from the first quarter of fiscal year
2007.  The company's non-GAAP net income exclude charges related
to stock-based compensation.  

According to Lothar Maier, chief executive officer, "This was a
good September quarter for us.  Revenue, EPS and cash generated
from operations all increased and we had a positive book to bill
ratio for the quarter.  We are pleased with the results of the ASR
which was partially responsible for the 11% increase in diluted
EPS over the prior quarter which follows on a 12.5% sequential
increase in diluted EPS in the quarter before that.

"Looking ahead to the December quarter, growth will be impacted by
the usual seasonal slowdown in our businesses.  Consequently, we
expect revenues and diluted EPS to increase in the 1% to 4% range
from the September quarter just completed."

                      About Linear Technology

Headquartered in Milpitas, California, Linear Technology
Corporation (NasdaqGS: LLTC) -- http://www.linear.com/-- is a  
manufacturer of high performance linear integrated circuits.
Linear Technology products include high performance amplifiers,
comparators, voltage references, monolithic filters, linear
regulators, DC-DC converters, battery chargers, data converters,
communications interface circuits, RF signal conditioning
circuits, and many other analog functions.  Applications for
Linear Technology's high performance circuits include
telecommunications, cellular telephones, networking products such
as optical switches, notebook and desktop computers, computer
peripherals, video/multimedia, industrial instrumentation,
security monitoring devices, high-end consumer products such as
digital cameras, global positioning systems and MP3 players,
complex medical devices, automotive electronics, factory
automation, process control, and military and space systems.


LONGSHORE CDO: Moody's Junks Rating on $7.5MM Preference Shares
---------------------------------------------------------------
Moody's Investors Service placed these notes issued by Longshore
CDO Funding 2006-2, Ltd. on review for possible downgrade:

   -- $60,000,000 Class A-2 Floating Rate Notes Due 2046

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

   -- $42,000,000 Class B Floating Rate Notes Due 2046

      Prior Rating: Aa2
      Current Rating: Aa2, on review for possible downgrade

In addition Moody's also announced that it has downgraded and left
on review for possible downgrade these notes:

   -- $8,000,000 Class C-1 Floating Rate Deferrable Interest
      Notes Due 2046

      Prior Rating: A2
      Current Rating: Ba1, on review for possible downgrade

   -- $5,000,000 Class C-2 Floating Rate Deferrable Interest
      Notes Due 2046

      Prior Rating: A3
      Current Rating: Ba3, on review for possible downgrade

   -- $7,500,000 Class D Floating Rate Deferrable Interest
      Notes Due 2046

      Prior Rating: Baa2, on review for possible downgrade
      Current Rating: B1, on review for possible downgrade

Moody's also announced that it has downgraded these notes:

   -- $7,500,000 Preference Shares

      Prior Rating: B1
      Current Rating: Ca

According to Moody's, the rating actions are the result of
deterioration in the credit quality of the transaction's
underlying collateral pool, which consists primarily of structured
finance securities.


LONGSHORE CDO: Moody's Reviews Ba2 Rating on $9MM Income Notes
--------------------------------------------------------------
Moody's Investors Service placed these notes issued by Longshore
CDO Funding 2006-1 Ltd. on review for possible downgrade:

   -- $30,000,000 Class B Floating Rate Notes Due 2046

      Prior Rating: Aa2
      Current Rating: Aa2, on review for possible downgrade

   -- $21,750,000 Class C Floating Rate Notes Due 2046

      Prior Rating: A3
      Current Rating: A3, on review for possible downgrade

   -- $6,750,000 Class D Floating Rate Deferrable Interest
      Notes Due 2046

      Prior Rating: Baa2
      Current Rating: Baa2, on review for possible downgrade

   -- $9,000,000 Income Notes Due 2046

      Prior Rating: Ba2
      Current Rating: Ba2, on review for possible downgrade

According to Moody's, the rating actions are the result of
deterioration in the credit quality of the transaction's
underlying collateral pool, which consists primarily of structured
finance securities.  


LONGSTREET CDO: Moody's Cuts Ratings on Four Notes to Low-B
-----------------------------------------------------------
Moody's Investors Service placed these notes issued by Longstreet
CDO I, Ltd. on review for possible downgrade:

   -- $350,000,000 Class A-1 First Priority Senior Secured
      Delayed Draw Floating Rate Notes due November 2046

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

   -- $55,000,000 Class A-2 Second Priority Senior Secured
      Floating Rate Notes due November 2046

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

   -- $27,000,000 Class B Third Priority Senior Secured
      Floating Rate Notes due November 2046

      Prior Rating: Aa2
      Current Rating: Aa2, on review for possible downgrade

   -- $5,000,000 Class C Fourth Priority Senior Secured
      Floating Rate Notes due November 2046

      Prior Rating: Aa3
      Current Rating: Aa3, on review for possible downgrade

In addition Moody's also announced that it has downgraded and left
on review for possible downgrade these notes:

   -- $20,000,000 Class D Fifth Priority Mezzanine Secured
      Floating Rate Notes due November 2046

      Prior Rating: A2,on review for possible downgrade
      Current Rating: Ba1, on review for possible downgrade

   -- $10,000,000 Class E Sixth Priority Mezzanine Secured
      Floating Rate Notes due November 2046

      Prior Rating: Baa2,on review for possible downgrade
      Current Rating: B1, on review for possible downgrade

   -- $10,000,000 Class F Seventh Priority Mezzanine Secured
      Floating Rate Notes due November 2046

      Prior Rating: Baa3, on review for possible downgrade
      Current Rating: B1, on review for possible downgrade

   -- $8,000,000 Class G Eighth Priority Mezzanine Secured
      Floating Rate Notes due November 2046

      Prior Rating: Ba1, on review for possible downgrade
      Current Rating: B2, on review for possible downgrade

According to Moody's, the rating actions are the result of
deterioration in the credit quality of the transaction's
underlying collateral pool, which consists primarily of RMBS and
CDO Securities.


LYNX 2002-1: S&P Affirms Junk Rating on Class D Notes
-----------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on the class
B and C notes issued by Lynx 2002-1 Ltd., an arbitrage
collateralized debt obligation of asset-backed securities
transaction collateralized primarily by commercial mortgage-backed
securities and corporate high-yield CDOs, and removed them from
CreditWatch with positive implications, where they were placed on
May 14, 2007.  At the same time, S&P affirmed the rating on the
class A notes based on a financial guarantee insurance policy
issued by MBIA Insurance Corp. and affirmed the rating on the
class D notes based on the credit enhancement
available to support the notes.
     
The raised ratings reflect factors that have positively affected
the credit enhancement available to support the class B and C
notes since they were last upgraded on Sept. 14, 2006.
     
Approximately $97.958 million has been paid down on the class A
notes since the Sept. 14, 2006, rating action.  This has increased
the overcollateralization ratio of the class B notes to a current
(as of the Sept. 28, 2007, trustee report) level of 201.57% from
152.70% at the time of the September 2006 rating action.  
Additionally, the overcollateralization ratio of the class C notes
has improved to 111.84% from 105.80% at the time of the September
2006 rating action.  Standard & Poor's also noted that the credit
quality of the underlying portfolio has improved.  The current
weighted average rating of the portfolio is 'BBB', compared with
'BB' at the time of the
September 2006 rating action.
   

      Ratings Raised and removed from Creditwatch Positive
   
                       Lynx 2002-1 Ltd.

                    Rating
                    ------
        Class    To         From          Current balance
        -----    --         ----           --------------
        B        AAA        AA+/Watch Pos    $65,000,000
        C        BBB        BB/Watch Pos     $97,000,000
  
                        Ratings Affirmed

                        Lynx 2002-1 Ltd.

                   Class    Rating   Balance
                   -----    ------   -------
                   A        AAA    $55,912,000
                   D        CCC-   $25,685,000


           Industry Exposure*                   (%)
           ------------------                   ---
           CMBS diversified                   64.72
           CDO                                27.15
           ABS commercial                      6.10
           REIT                                2.03

* Based on the Sept. 28, 2007, trustee monthly report.


MARCUS WARE: Case Summary & Nine Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Marcus D. Ware
        aka Marcus Derrell Ware
        15 Royal Avenue
        Livingston, NJ 07039

Bankruptcy Case No.: 07-25701

Chapter 11 Petition Date: October 26, 2007

Court: District of New Jersey (Newark)

Debtor's Counsel: Scott D. Sherman, Esq.
                  Minion & Sherman
                  33 Clinton Road, Suite 202
                  West Caldwell, NJ 07006
                  Tel: (973) 882-2424

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's Nine Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Americas Servicing Co.         Conventional Real         $523,111
7485 New Horizon Way           Estate Mortgage
Frederick, MD 21703

                               Mortgage                   $51,954

Fremont Investment & L.        Conventional Real         $526,250
175 North Riverview Drive      Estate Mortgage
Anaheim, CA 92808

Wilshire Credit Corp.          Conventional Real         $365,512
1776 Southwest Madison Street  Estate Mortgage
Portland, OR 97205

Ocwen Federal Bank             Conventional Real         $169,973
                               Estate Mortgage

Essex Div. Tele. Federal                                   $8,670
Credit Union

Wash Mutual/Providian          Credit Card                 $2,910

Capital 1 Bk.                  Credit Card                 $2,115

Sears/C.B.S.D.                 Charge Account                $779

W.F.N.N.B./Ltd.                Charge Account                $613


MASTEC INC: Inks $12.6 Million Wage and Hour Lawsuit Settlement
---------------------------------------------------------------
MasTec Inc. has reached an agreement to settle its wage and hour
lawsuit regarding the company's install to the home employees.  
The gross settlement of $12.6 million is subject to court approval
and represents the maximum payout, assuming 100% opt-in by all
potential members of the purported class.

The lawsuit involving claims dating back as far as 2001 and
covering current and former employees from California, Florida,
Georgia, Maryland, New Jersey, New Mexico, North Carolina, South
Carolina, Texas and Virginia, is similar to numerous class action
lawsuits filed against others nationwide.
    
While the company denies the allegations underlying the lawsuit,
it has agreed to the settlement to avoid significant legal fees,
the uncertainty of a jury trial, other expenses and management
time that would have to be devoted to protracted litigation.

The minimum payment under the agreement is approximately
$3.8 million to the plaintiffs' attorneys and $750 thousand for
the named plaintiffs who have already joined the lawsuit. Future
opt-in rates are hard to predict, especially with the transient
nature of this workforce.

While difficult to estimate, the company expects actual payments
to be less than the gross settlement amount, and the appropriate
charge for financial statement purposes is currently being
evaluated.
    
As a result of this litigation, the company has instituted a
number of procedures and safeguards to avoid being the target of
such litigation in the future.
    
For 2006 and 2007, the company estimates that it will spend over
$20 million on outside legal fees and expenses, with the bulk of
the expenditures related to old, legacy issues. In many cases, the
company has made inadequate or unsatisfactory progress.

As a result, MasTec's senior management disclosed a significant
shift in strategy regarding its older legal cases and disputes.
The shift in strategy is to accelerate closure of many of the
older legal cases and disputes while protecting the economic
interests of the company and its shareholders.

Most of this legacy litigation relates to the years 2001 through
2005 and does not involve current customers.  As a part of this
change in legal strategy, the company expects to book significant
additional charges and reserves for the quarter ended September
30.
    
MasTec's current 2007 earnings guidance, specifically excluded the
positive or negative impact of any legacy litigation.
    
"We have re-assessed all of our major legal cases and disputes and
decided to accelerate the closure of a number of cases," Jose Mas,
MasTec's president and chief executive officer, noted.  "With
continued high legal costs for litigating these cases and the
related drain on management time, we have concluded that it is in
the best interest of the company to get a number of the older
legal cases and disputes behind us."
    
"In the last few years, we have significantly strengthened our
management team, improved our portfolio of businesses and
customers and improved our financial and operational controls,"
Mr. Mas continued.  "As a result, our current business activities
have generated dramatically less litigation than we once had.  
Therefore, when we get these older legal cases and disputes behind
us over the next few months, we expect to enjoy a much lower level
of expense for outside legal fees."
    
"We have excellent opportunities with the customers and markets
that we currently serve and intend to get our legacy litigation
behind us so that we can focus on executing and growing our good
business opportunities," Mr. Mas concluded.
    
                        About MasTec Inc.

Headquartered in Coral Gables, Florida, MasTec Inc. (NYSE: MTZ) --
http://www.mastec.com/-- is a specialty contractor operating  
mainly throughout the United States across a range of
industries.  The company's core activities are the building,
installation, maintenance and upgrade of communication and utility
infrastructure systems.

                           *     *     *

Moody's Investor Service placed MasTec Inc.'s probability of
default rating at 'Ba3' in September 2006.  The rating still dolds
to date with a stable outlook.


MERCURY CDO: Moody's Cuts Rating on $10MM Class D Notes to Ba3
--------------------------------------------------------------
Moody's Investors Service placed these notes issued by Mercury CDO
III, Ltd. on review for possible downgrade:

   -- $30,000,000 Class A-2 Second Priority Senior Secured
      Floating Rate Notes Due 2048

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

   -- $40,000,000 Class B Third Priority Senior Secured
      Floating Rate Notes Due 2048

      Prior Rating: Aa2
      Current Rating: Aa2, on review for possible downgrade

In addition Moody's also announced that it has downgraded and left
on review for possible downgrade these notes:

   -- $13,500,000 Class C Fourth Priority Mezzanine Secured
      Deferrable Floating Rate Notes Due 2048

      Prior Rating: A2, on review for possible downgrade
      Current Rating: Baa3, on review for possible downgrade

   -- $10,000,000 Class D Fifth Priority Mezzanine Secured
      Deferrable Floating Rate Notes Due 2048

      Prior Rating: Baa2, on review for possible downgrade
      Current Rating: Ba3, on review for possible downgrade

According to Moody's, the rating actions are the result of
deterioration in the credit quality of the transaction's
underlying collateral pool, which consists primarily of structured
finance securities.


MIDORI CDO: Moody's Reviews Ratings and May Downgrade
-----------------------------------------------------
Moody's Investors Service placed these notes issued by Midori CDO
Ltd. on review for possible downgrade:

   -- $122,500,000 Class A-1 Secured Funded Notes Due 2047

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

   -- $202,500,000 Class A-1 Secured Unfunded Notes Due 2047

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

   -- $6,500,000 Class A-X Secured Notes Due 2047

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

   -- $81,500,000 Class A-2 Secured Floating Rate Notes Due
      2047

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

   -- $28,000,000 Class B Secured Floating Rate Notes Due 2047

      Prior Rating: Aa2
      Current Rating: Aa2, on review for possible downgrade

In addition Moody's also announced that it has downgraded and left
on review for possible downgrade these notes:

   -- $26,000,000 Class C Secured Floating Rate Deferrable
      Notes Due 2047

      Prior Rating: A2
      Current Rating: Baa3, on review for possible downgrade

   -- $14,000,000 Class D Secured Floating Rate Deferrable
      Notes Due 2047

      Prior Rating: Baa2, on review for possible downgrade
      Current Rating: B2, on review for possible downgrade

   -- $5,500,000 Class E Secured Floating Rate Deferrable Notes
      Due 2047

      Prior Rating: Baa3, on review for possible downgrade
      Current Rating: B3, on review for possible downgrade

According to Moody's, the rating actions are the result of
deterioration in the credit quality of the transaction's
underlying collateral pool, which consists primarily of RMBS
Securities and CDO Securities.


MKP CBO: Moody's Junks Ratings on Two Note Classes
--------------------------------------------------
Moody's Investors Service placed these notes issued by MKP CBO VI,
Ltd. on review for possible downgrade:

   -- Class A-1 First Priority Senior Secured Floating Rate
      Notes due 2051

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

In addition Moody's also announced that it has downgraded and left
on review for possible downgrade these notes:

   -- Class A-2 First Priority Senior Secured Floating Rate
      Notes due 2051

      Prior Rating: Aaa, on review for possible downgrade
      Current Rating: A3, on review for possible downgrade

   -- Class B Third Priority Senior Secured Floating Rate Notes
      due 2051

      Prior Rating: Aa2, on review for possible downgrade
      Current Rating: Ba1, on review for possible downgrade

Moody's also announced that it has downgraded these notes:

   -- Class C Mezzanine Secured Deferrable Floating Rate Notes
      due 2051

      Prior Rating: Ba2, on review for possible downgrade
      Current Rating: Ca

   -- Class D Mezzanine Secured Deferrable Floating Rate Notes
      due 2051

      Prior Rating: B2, on review for possible downgrade
      Current Rating: Ca

According to Moody's, the rating actions are the result of
deterioration in the credit quality of the transaction's
underlying collateral pool, which consists primarily of structured
finance securities.


ML-CFC COMMERCIAL: S&P Puts Low-B Ratings on Six Cert. Classes
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to ML-CFC Commercial Mortgage Trust 2007-9's
$2.8 billion commercial mortgage pass-through certificates series
2007-9.
     
The preliminary ratings are based on information as of Oct. 26,
2007.  Subsequent information may result in the assignment of
final ratings that differ from the preliminary ratings.
     
The preliminary ratings reflect the credit support provided by the
subordinate classes of certificates, the liquidity provided by the
trustee, the economics of the underlying loans, and the geographic
and property type diversity of the loans.  Classes A-1, A-2, A-3,
A-SB, A-4, A-1A, AM, AM-A, AJ, AJ-A, B, C, D, E, F and XP are
offered publicly.  The remaining classes are offered privately.  
Standard & Poor's analysis determined that, on a weighted average
basis, the pool has a debt service coverage of 1.23x, a beginning
LTV of 106.3%, and an ending LTV of 99.3%.  Unless otherwise
indicated, all calculations in this presale report, including
weighted averages, do not include subordinate nontrust B notes.
        
    
                  Preliminary Ratings Assigned
            ML-CFC Commercial Mortgage Trust 2007-9
   
                                            Recommended
     Class        Rating        Amount     credit support
     -----        ------        ------     ----------------
     A-1          AAA         $55,677,000      30.000%
     A-2          AAA        $258,109,000      30.000%
     A-3          AAA        $134,799,000      30.000%
     A-SB         AAA         $90,437,000      30.000%
     A-4          AAA        $931,581,000      30.000%
     A-1A         AAA        $496,931,000      30.000%
     AM           AAA        $210,087,000      20.000%
     AM-A         AAA         $70,990,000      20.000%
     AJ           AAA        $168,068,000      12.000%
     AJ-A         AAA         $56,793,000      12.000%
     B            AA+         $31,621,000      10.875%
     C            AA          $21,081,000      10.125%
     D            AA-         $28,107,000       9.125%
     E            A+          $24,595,000       8.250%
     F            A           $24,594,000       7.375%
     XP           AAA      $2,744,716,000         N/A
     A-2FL        AAA                   -      30.000%
     A-3FL        AAA                   -      30.000%
     A-4FL        AAA                   -      30.000%
     AM-FL        AAA                   -      20.000%
     AJ-FL        AAA                   -      12.000%
     G            A-          $28,107,000       6.375%
     H            BBB+        $28,108,000       5.375%
     J            BBB         $24,594,000       4.500%
     K            BBB-        $31,621,000       3.375%
     L            BB+         $14,054,000       2.875%
     M            BB          $10,541,000       2.500%
     N            BB-          $7,026,000       2.250%
     P            B+          $14,054,000       1.750%
     Q            B            $3,514,000       1.625%
     S            B-          $10,540,000       1.250%
     T            NR          $35,135,146       0.000%
     XC*          AAA      $2,810,764,146         N/A
    

         * Interest-only class with a notional amount.
                     N/A -- Not applicable.
                        NR -- Not rated.


MONTAUK POINT: Moody's Lowers Ratings on Two Notes to Low-B
-----------------------------==----------------------------
Moody's Investors Service placed these notes issued by Montauk
Point CDO II, Ltd. on review for possible downgrade:

   -- $340,000,000 Class A-1S Senior Secured Floating Rate
      Notes due 2046;

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

   -- $34,250,000 Class A-1J Senior Secured Floating Rate Notes
      due 2046;

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

   -- $50,000,000 Class A-2 Senior Secured Floating Rate Notes
      due 2046;

      Prior Rating: Aa2
      Current Rating: Aa2, on review for possible downgrade

   -- $15,000,000 Class A-3 Senior Secured Floating Rate Notes
      due 2046;

      Prior Rating: Aa3
      Current Rating: Aa3, on review for possible downgrade

In addition Moody's also announced that it has downgraded and left
on review for possible downgrade these notes:

   -- $15,500,000 Class A-4 Secured Deferrable Floating Rate
      Notes due 2046;

      Prior Rating: A2
      Current Rating: Baa2, on review for possible downgrade

   -- $20,500,000 Class B Secured Deferrable Floating Rate
      Notes due 2046;

      Prior Rating: Baa2
      Current Rating: Ba2, on review for possible downgrade

   -- $5,000,000 Class C Secured Deferrable Floating Rate Notes
      due 2046;

      Prior Rating: Ba2
      Current Rating: B2, on review for possible downgrade

According to Moody's, the rating actions are the result of
deterioration in the credit quality of the transaction's
underlying collateral pool, which consists primarily of RMBS and
CDO Securities.


MONTAUK POINT: Moody's Reviews Ba1 Rating on $4MM Class G Notes
---------------------------------------------------------------
Moody's Investors Service placed these notes issued by Montauk
Point Cdo, Ltd. on review for possible downgrade:

   -- $44,000,000 Class B Third Priority Senior Secured
      Floating Rate Notes Due 2042

      Prior Rating: Aa2
      Current Rating: Aa2, on review for possible downgrade

   -- $16,000,000 Class C Fourth Priority Senior Secured
      Floating Rate Notes Due 2042

      Prior Rating: Aa3
      Current Rating: Aa3, on review for possible downgrade

   -- $11,400,000 Class D Fifth Priority Mezzanine Deferrable
      Secured Floating Rate Notes Due 2042

      Prior Rating: A2
      Current Rating: A2, on review for possible downgrade

   -- $11,400,000 Class E Sixth Priority Mezzanine Deferrable
      Secured Floating Rate Notes Due 2042

      Prior Rating: Baa2
      Current Rating: Baa2, on review for possible downgrade

   -- $2,000,000 Class F Seventh Priority Mezzanine Deferrable
      Secured Floating Rate Notes Due 2042

      Prior Rating: Baa3
      Current Rating: Baa3, on review for possible downgrade

   -- $4,000,000 Class G Eighth Priority Mezzanine Deferrable
      Secured Floating Rate Notes Due 2042

      Prior Rating: Ba1
      Current Rating: Ba1, on review for possible downgrade

According to Moody's, the rating actions are the result of
deterioration in the credit quality of the transaction's
underlying collateral pool, which consists primarily of RMBS
securities.


MONTROSE HARBOR: Moody's Junks Ratings on Two Note Classes
----------------------------------------------------------
Moody's Investors Service placed these notes issued by Montrose
Harbor CDO I, Ltd. on review for possible downgrade:

   -- $342,500,000 Class A-1 First Priority Senior
      Secured Floating Rate Notes Due 2051

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

   -- $52,500,000 Class A-2 Second Priority Senior Secured
      Floating Rate Notes Due 2051

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

   -- $35,000,000 Class B-1 Third Priority Secured Floating
      Rate Notes Due 2051

      Prior Rating: Aa2
      Current Rating: Aa2, on review for possible downgrade

   -- $13,750,000 Class B-2 Fourth Priority Secured Floating
      Rate Notes Due 2051

      Prior Rating: Aa3
      Current Rating: Aa3, on review for possible downgrade

In addition Moody's also announced that it has downgraded and left
on review for possible downgrade these class of notes:

   -- $14,500,000 Class C Fifth Priority Mezzanine Deferrable
      Secured Floating Rate Notes Due 2051

      Prior Rating: A2
      Current Rating: Caa1, on review for possible downgrade

Moody's has also downgraded these class of notes:

   -- $21,250,000 Class D Sixth Priority Mezzanine Deferrable
      Secured Floating Rate Notes Due 2051

      Prior Rating: Baa2
      Current Rating: Ca

According to Moody's, the rating actions are the result of
deterioration in the credit quality of the transaction's
underlying collateral pool, which consists primarily of structured
finance securities.


MORGAN STANLEY: Fitch Holds Low-B Ratings on Three Certificates
---------------------------------------------------------------
Fitch took these rating actions for Morgan Stanley Capital I
Inc.'s commercial mortgage pass-through certificates, series 1999-
LIFE 1, as:

   -- $2.7 million class N downgraded to 'C/DR6' from 'CC/DR4'.
   -- $4.5 million class M downgraded to 'B-/DR2' from 'B'.
   -- $13.4 million class E upgraded to 'AA' from 'AA-';
   -- $7.4 million class F upgraded to 'A+' from 'A';
   -- $1.5 million class G upgraded to 'A' from 'A-'.

In addition, Fitch affirmed these classes:

   -- $63.8 million class A-2 at 'AAA';
   -- Interest-only class X at 'AAA';
   -- $20.8 million class B at 'AAA';
   -- $23.8 million class C at 'AAA';
   -- $8.9 million class D at 'AAA';
   -- $10.4 million class H at 'BBB';
   -- $7.4 million class J at 'BB+';
   -- $4.5 million class K at 'BB';
   -- $5.9 million class L at 'B+';

Class A-1 has been paid in full.

The rating downgrades and the assignment of a distressed recovery
rating are due to possible losses from the specially serviced
loan.  The rating upgrades reflect improved credit enhancement
levels as a result of scheduled amortization, prepayment of six
loans and the defeasance of an additional four loans (6%) since
Fitch's last rating action.  In total, twenty six loans (24.1%)
have defeased.  As of the October 2007 distribution report, the
pool's aggregate certificate balance has been reduced by 20% to
$475 million from $594.0 million at issuance.

Currently there is one loan in special servicing, which is secured
by a 55,000 sf office property in Charlotte, North Carolina.  The
loan was transferred to the special servicer due to imminent
default and is now 60+ days delinquent.  The property has been
vacant since April 2005 and the Borrower has been advancing the
debt service payments out of pocket since then.  The special
servicer is evaluating options and formulating workout strategy.

Fitch has reviewed the shadow rating of the Edens & Avant loan
portfolio (13.6%).  At issuance, the portfolio was secured by 21
retail properties, anchored mostly by grocery and drug stores.  
Due to various property release and substitution activities, there
are only 20 properties remaining in the portfolio, five of which
have defeased.  The loan maintains its investment-grade shadow
rating due to stable performance. Occupancy as of Sept. 30, 2007
declined slightly to 87.5% from 90% at issuance.


MOVIE GALLERY: Notified by Ernst & Young of Accounting Issues
-------------------------------------------------------------
Movie Gallery Inc. and its debtor-affiliates' external auditor,
Ernst & Young LLP, informed the Debtors on Oct. 13, 2007, of a
potential accounting issue with respect to the manner in which the
Debtors calculated and recorded its valuation allowance against
deferred tax assets at the end of fiscal 2005 in connection with
Movie Gallery's acquisition of Hollywood Video, Thomas D. Johnson,
Jr., executive vice president, chief financial officer of Movie
Gallery, disclosed in a regulatory filing with the Securities and
Exchange Commission.

In fiscal 2005, Mr. Johnson said, the Debtors may have
inappropriately netted the deferred tax liability related to the
Hollywood Video tradename against the Debtors' deferred tax
assets.  This possible accounting issue is still under review by
Ernst & Young to determine, in its opinion, whether or not an
accounting error occurred.

According to Mr. Johnson, Movie Gallery has not yet had a chance
to review Ernst & Young's findings given the very recent
notification of the potential issue.

If it is determined that an error did occur, Movie Gallery will
evaluate the materiality of the matter in accordance with
appropriate accounting pronouncements in determining whether a
restatement of its financial statements is necessary, Mr. Johnson
said.

"It should be noted, however, that even if the potential issue is
deemed to require restatement of previously issued financial
statements, the Company believes that this is solely a noncash
financial statement matter and, therefore, would have no impact
on the Company's financial covenants and ratios, cash flows, tax
returns or tax attributes (e.g., net operating losses)," he
added.

                     About Movie Gallery

Based in Dothan, Alabama, Movie Gallery Inc. --
http://www.moviegallery.com/-- is a home entertainment specialty      
retailer.  The company owns and operates 4,600 retail stores that
rent and sell DVDs, videocassettes and video games.

The company and its debtor-affiliates filed for Chapter 11
protection on Oct. 16, 2007 (Bankr. E.D. Va. Case Nos. 07-33849 to
07-33853.  Anup Sathy, Esq., Marc J. Carmel, Esq., and Richard M.
Cieri, Esq., at Kirkland & Ellis LLP, represent the Debtors.  
Michael A. Condyles, Esq., and Peter J. Barrett, Esq., at Kutak
Rock LLP, serve as the Debtors' local counsel.  The Debtors'
claims & balloting agent is Kurtzman Carson Consultants LLC.  The
U.S. Trustee for Region 4 appointed an Official Committee of
Unsecured Creditors in the Debtors' bankruptcy proceedings on
October 18.

When the Debtors' filed for protection from their creditors, they
listed total assets of $891,993,000 and total liabilities of
$1,419,215,000.  (Movie Gallery Bankruptcy News, Issue No. 4;
Bankruptcy Creditors' Service Inc.; http://bankrupt.com/newsstand/   
or 215/945-7000)


MOVIE GALLERY: Wants to Restrict Equity Trades to Protect NOLs
--------------------------------------------------------------
The Honorable Douglas O. Tice of the U.S. Bankruptcy Court for the
Eastern District of Virginia approved the notification and hearing
procedures that must be satisfied before the trading or transfer
of common stock of Movie Gallery, Inc. and its debtor-affiliates.

The Debtors proposed the trading procedures to protect and
preserve their valuable tax attributes, including net operating
loss carryforwards and certain other tax and business credits.

If no trading restrictions are imposed, the trading or transfers
could severely limit or even eliminate the Debtors' ability to
use their Tax Attributes including their NOLs, which could lead
to significant negative consequences for the Debtors, their
estates and the overall reorganization process, Richard M. Cieri,
Esq., at Kirkland & Ellis LLP, in New York, said.

As of the date of bankruptcy, the Debtors had NOLs of roughly  
$450,000,000 and total Tax Attributes, including NOLs, of roughly  
$485,000,000.  The Tax Attributes could translate into potential
future tax savings for the Debtors of $195,000,000, based on a
combined federal and state income tax rate of roughly 40%.

"The NOLs are of significant value to the Debtors and their
estates because the Debtors can carry forward their NOLs to
offset their future taxable income for up to 20 taxable years,
thereby reducing their future aggregate tax obligations," Mr.
Cieri explained.  "Such NOLs may also be utilized by the Debtors
to offset any taxable income generated by transactions completed
during the chapter 11 cases."

According to Mr. Cieri, unrestricted trading of Common Stock
could adversely affect the Debtors' NOLs if:

   (a) too many 5% or greater blocks of Common Stock
       are created; or

   (b) too many shares are added to or sold from the blocks such
       that, together with previous trading by 5% shareholders
       during the preceding three-year period, an ownership change
       within the meaning of Section 382 of the Internal Revenue
       Code of 1986 is triggered prior to emergence and outside
       the context of a confirmed chapter 11 plan.

IRC Sections 39(a), 59(e), l72(b) and 904(c) permit corporations
to carry forward Tax Attributes to offset future taxable income
and tax liability, thereby significantly improving the
corporations' liquidity in the future.

IRC Section 382 limits the amount of taxable income that can be
offset by a corporation's NOLs in taxable years -- or a portion
thereof -- following an ownership change.  An "ownership change"
occurs if the percentage (by value) of the stock of a corporation
owned by one or more 5% shareholders has increased by more than
50 percentage points over the lowest percentage of stock owned by
such shareholders at any time during the three-year testing
period ending on the date of the ownership change.

"The problem facing the Debtors . . . is that if too many equity
holders transfer their equity interests prior to the effective
date of a chapter 11 plan, such transfers may trigger an
ownership change," Mr. Cieri pointed out.

The trading procedures allow the Debtors to closely monitor
certain transfers of Common Stock so as to be in a position to
act expeditiously to prevent those transfers, if necessary, with
the purpose of preserving the NOLs, Mr. Cieri said.

The Debtors expect the trading procedures to directly affect six
entities that hold more than 1,500,000 shares of Common Stock and
parties who are interested in purchasing sufficient Common Stock
to result in that party becoming a holder of at least 1,500,000
shares.

Roughly 33,000,000 shares of Movie Gallery common stock are
outstanding as of Sept. 30, 2007.

Pursuant to the trading procedures, any entity who currently is
or becomes a Substantial Shareholder must submit a declaration of
that status on or before the later of (i) 40 days after the date
the Debtors circulate a notice of the Court's order approving the
trading procedures and (ii) 10 days after becoming a Substantial
Shareholder.

Prior to effectuating any transfer of Common Stock that would
result in an increase in the amount of Common Stock of which a
Substantial Shareholder has Beneficial Ownership or would result
in an entity becoming a Substantial Shareholder, the Substantial
Shareholder must file an advance written declaration of the
intended transfer of Common Stock.

Prior to effectuating any transfer of Common Stock that would
result in a decrease in the amount of Common Stock of which a
Substantial Shareholder has Beneficial Ownership or would result
in an entity ceasing to be a Substantial Shareholder, that
Substantial Shareholder must file an advance written declaration
of the intended transfer.

The Debtors have 30 calendar days after receipt of a Declaration
of Proposed Transfer to object to any proposed transfer of Common
Stock on the grounds that the transfer might adversely affect the
Debtors' ability to utilize their Tax Attributes.  If the Debtors
file an objection, the transaction would not be effective unless
the objection is withdrawn by the Debtors or is approved by a
final Court order that becomes nonappealable.

If the Debtors do not object within the 30-day period, the
transaction could proceed solely as set forth in the Declaration
of Proposed Transfer.  Further transactions must be the subject
of additional notices in accordance with the procedures, with an
additional 30-day waiting period for each Declaration of Proposed
Transfer.

A "Substantial Shareholder" is any entity that has Beneficial
Ownership of at least 1,500,000 shares of Common Stock,
representing approximately 4.5% of all issued and outstanding
shares.

"Beneficial Ownership" of Common Stock includes direct and
indirect ownership -- that is, a holding company would be
considered to beneficially own all shares owned or acquired by
its subsidiaries -- ownership by that holder's family members and
entities acting in concert with the holder to make a coordinated
acquisition of stock and ownership of shares that the holder has
an option to acquire.

The Debtors will publish a copy of the Court Order in The Wall
Street Journal and the Washington Post, submit a copy of the
Order to Bloomberg Professional Service for potential publication
by Bloomberg, and submit a copy of the Order with the Depository
Trust Company for potential posting by the Depository Trust
Company.

The NOLs and Tax Credits are property of a debtor's estate and
are entitled to court protection, Mr. Cieri argued.  Courts have
uniformly held that a debtor's NOLs constitute property of the
estate under Section 541 of the Bankruptcy Code, Mr. Cieri
pointed out, citing In re Prudential Lines, Inc., 107 B.R. 832
(Bankr. S.D.N.Y. 1989), aff'd, 119 B.R. 430 (S.D.N.Y. 1990),
aff'd, 928 F.2d 565 (2d Cir. 1991), cert. denied 502 U.S. 821
(1991).

In Prudential Lines, the U.S. Bankruptcy Court for the Southern
District of New York enjoined a parent corporation from taking a
worthless stock deduction with respect to its wholly owned debtor
subsidiary on the grounds that allowing the parent to do so would
destroy its debtor-subsidiary's NOLs.  In issuing the injunction,
the Prudential Lines court held that the "debtor's potential
ability to utilize NOLs is property of an estate," and that "the
taking of a worthless stock deduction is an exercise of control
over a debtor's NOLs," and thus was properly subject to the
automatic stay provisions under the Bankruptcy Code.

Courts have granted protection with respect to non-NOL tax
credits in other cases, Mr. Cieri added, citing In re Delta Air
Lines, Inc., Case No. 05-17923 (Bankr. S.D.N.Y. Sept. 16, 2005).  
The Delta court held that NOL and tax credit carryforwards are
property of the Debtors' estate.  The Delta court approved
notification procedures and restrictions on certain transfers of
claims against and interests in the debtors to protect, among
other things, $346,000,000 in non-NOL tax credits.

                     About Movie Gallery

Based in Dothan, Alabama, Movie Gallery Inc. --
http://www.moviegallery.com/-- is a home entertainment specialty      
retailer.  The company owns and operates 4,600 retail stores that
rent and sell DVDs, videocassettes and video games.

The company and its debtor-affiliates filed for Chapter 11
protection on Oct. 16, 2007 (Bankr. E.D. Va. Case Nos. 07-33849 to
07-33853.  Anup Sathy, Esq., Marc J. Carmel, Esq., and Richard M.
Cieri, Esq., at Kirkland & Ellis LLP, represent the Debtors.  
Michael A. Condyles, Esq., and Peter J. Barrett, Esq., at Kutak
Rock LLP, serve as the Debtors' local counsel.  The Debtors'
claims & balloting agent is Kurtzman Carson Consultants LLC.  The
U.S. Trustee for Region 4 appointed an Official Committee of
Unsecured Creditors in the Debtors' bankruptcy proceedings on
October 18.

When the Debtors' filed for protection from their creditors, they
listed total assets of $891,993,000 and total liabilities of
$1,419,215,000.  (Movie Gallery Bankruptcy News, Issue No. _;
Bankruptcy Creditors' Service Inc.; http://bankrupt.com/newsstand/   
or 215/945-7000)


N-45 FIRST: Fitch Holds BB+ Rating on CDN$3.7 Mil. Class E Notes
----------------------------------------------------------------
Fitch Ratings maintains the Rating Watch Positive designation on
these classes of N-45 First CMBS Issuer Corporation, series
2003-3:

   -- CDN$47.6 million class B at 'AA';
   -- CDN$31.4 million class C at 'A'.

In addition, Fitch affirms these classes:

   -- CDN$85.4 million class A-1 at 'AAA';
   -- CDN$228.5 million class A-2 at 'AAA';
   -- Interest only class IO at 'AAA';
   -- CDN$31.4 million class D at 'BBB-';
   -- CDN$3.7 million class E at 'BB+'.

Classes B and C remain on Rating Watch Positive due to continued
amortization and stable to improved performance, as well as the
January 2008 maturity of the Tour Bell Loan (30.8%).  If the loan
pays off at maturity, upgrades to classes B and C are possible.

Since issuance, the deal has paid down 7.44% to its current
balance of CDN$$428 million as of the Sept. 30, 2007 remittance
period.

The Place Bell loan is the largest in the transaction at 34.8% of
the balance.  Located in Ottawa, Ontario, Canada, the loan is
secured by a 990,526-square foot class A office building built in
1971 and renovated in the late 1990s.  The Place Bell loan is full
recourse to the sponsor.  As of February 2007, Place Bell was
96.1% occupied compared to 98.9% at issuance. Bell Canada (rated
'BB-' by Fitch), the largest tenant, at 48.6% of the net rentable
area, is on a long-term lease until 2022.  The year end 2006 Fitch
stressed debt service coverage ratio was 1.47x compared to 1.36x
at issuance.  Fitch stressed debt service coverage ratios are
calculated based on servicer provided net operating income less
reserves and an additional vacancy adjustment, current loan
balance and a stressed refinance constant.

Fifth Avenue Place, the second-largest loan in the transaction at
34.4%, is secured by two 34-story office towers totaling
1.5 million square feet in downtown Calgary.  About 48,000 sf of
the properties consist of retail and storage space.  The tenant
base is concentrated in the oil and gas industry, such as Devon
Estates (38.3%), which is owned by Imperial Oil Limited, Anadarko
Canada (16.3%) (rated 'BBB-' by Fitch), and Enbridge, Inc. (9.5%).  
As of January 2007 occupancy was 99.6%, unchanged from issuance.  
The YE 2006 Fitch stressed DSCR improved to 2.14x from 1.49x at
issuance.

The final loan in the transaction is the Tour Bell loan at 30.8%
of the pool.  The Tour Bell loan is secured by two, 28-story
office towers located in Montreal containing 975,661 sf of office
space and 40,227 sf of connected underground retail space along
with a 693-space parking facility.  Of the retail space and
parking, 79.2% and 63%, respectively, serve as collateral for the
loan.  The Tour Bell building houses Bell Canada's Canadian
headquarters while the other tower is primarily occupied by
National Bank of Canada's headquarters.

As anticipated at issuance, Bell Canada exercised early
termination rights on three portions of its space, known as Block
A, Block B, and Block C totaling 410,302 sf (41% NRA). Bell Canada
still occupies 631,860 sf (63% of NRA).  Block A was leased to the
National Bank of Canada and the International Civil Aviation
Organization.  Block B was leased to AON.  As of July 2006, Block
C space was also entirely leased to AON.  As of January 2007, Tour
Bell was 90.6% occupied as compared to 96% at issuance.  The Fitch
stressed DSCR was 1.34x compared to 1.29x at issuance.  The
improved performance is due to a stable to increasing net cash
flow as a result of scheduled amortization and rent bumps.


NORTH COVE: Moody's Cuts Ratings on Two Note Classes to Low-B
-------------------------------------------------------------
Moody's Investors Service placed these notes issued by NORTH COVE
CDO III, LTD. on review for possible downgrade:

   -- $74,000,000 Class B Second Priority Senior Secured
      Floating Rate Notes due March, 2045

      Prior Rating: Aa3
      Current Rating: Aa3, on review for possible downgrade

   -- $44,000,000 Class C Third Priority Senior Secured
      Floating Rate Notes due March, 2045

      Prior Rating: A3
      Current Rating: A3, on review for possible downgrade

In addition Moody's also announced that it has downgraded and left
on review for possible downgrade the following notes:

   -- $27,000,000 Class D Fourth Priority Senior Secured
      Floating Rate Notes due March, 2045

      Prior Rating: Baa2
      Current Rating: B1, on review for possible downgrade

   -- $11,000,000 Class E Fifth Priority Secured Floating Rate
      Notes due March, 2045

      Prior Rating: Ba1
      Current Rating: B3, on review for possible downgrade

According to Moody's, the rating actions are the result of
deterioration in the credit quality of the transaction's
underlying collateral pool, which consists primarily of structured
finance securities.


OCEAN DOVE: Atlantic Oceanfront Inn to Be Sold for $400,000
-----------------------------------------------------------
Kenneth L. Hooper and Matthew A. Maciarello, the assignees for the
foreclosure of Ocean Dove, LLC's assets, have disclosed that all
of the company's real estate property in Worcester County,
Maryland, will be sold in an auction.

The assets to be sold include Parcels 7276, 7277, and 7326 on the
Tenth Election District, Worcester County, Maryland, which is
otherwise identified as the Atlantic Oceanfront Inn, improved by a
five-story hotel.  Pursuant to a certain UCC Security Agreement
contained in the purchase money mortgage agreement between Ocean
Dove and Wilmington Trust FSB, the company's secured creditor,
Wilmington Trust will sell at the same public auction all of the
company's right, title and interest in the personal property.

The sale and public auction will be held on Wednesday,
Nov. 7, 2007, at 1:00 p.m., at the Court House Entrance of the
Circuit Court for Worcester County, Court House steps, One West
Market Street, Snow Hill, Maryland.

A deposit of $350,000 will be required of the purchaser of the
real property, and a deposit of the lesser of $50,000 from the
purchaser of the personal property.  If the real and personal
property are to be sold as a unit, the combined deposit will be
$400,000.

A complete description of the property, personal property, and the
complete terms of sale can be obtained at:

      Alexander Gordon, IV, Esq.
      Counsel for Assignees
      8615 Commerce Drive, Suite 1
      Easton, MD 21601
      Tel: (410) 822-3702

            -- or --

      Marshall Auction-Marketing Co., Inc.
      P.O. Box 3682
      Salisbury, MD, 21802
      Tel: (410) 835-0383
      http://www.marshallauctions.com/


ONE TWO: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------
Debtor: ONE TWO FOR YOU INC
        P.O. Box 552
        Toa Baja, PR 00951-0552

Bankruptcy Case No.: 07-06195

Chapter 11 Petition Date: October 24, 2007

Court: District of Puerto Rico (Old San Juan)

Debtor's Counsel: Jaime Rodriguez Rodriguez, Esq.
                  Rodriguez & Asociados
                  P.O. Box 2477
                  Vega Baja, PR 00694
                  Tel: (787) 858-5324

Estimated Assets: $100,000 to $1 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's list of its 20 Largest Unsecured Creditors:

   Entity                       Nature of Claim     Claim Amount
   ------                       ---------------     ------------
RG Premier Bank of PR           Credit line             $198,532
P.O. Box 2510
Guaynabo, PR 00970-2510

LM Import & Export Inc          Business debt           $148,353
4805 Northwest 165th Street
Hialeah, FL 33014

Dura-Kleen (USA) Inc.           Business debt           $110,860
458 East 101st Street
Brooklyn, NY 11236

Ferrero Inc.                    Business debt           $107,058

Department of Treasury          Taxes                    $86,045

Ramallah Trading Co Inc         Business debt            $77,222

J & R Worldwide Inc             Business debt            $70,543

Golden Sheets Inc               Business debt            $61,538

Forever Beautiful               Business debt            $49,973

L P I Far East Inc              Business debt            $45,062

Mohamad A. Mohamad              Business loan            $44,863

S.S Dweck & Sons Inc            Business debt            $42,290

Santa Real Realty Inc           Business debt            $40,854

A.E.E                           Utility services         $40,202

Alis Yuris                      Business debt            $40,000

Las Piedras Realty Corp         Business debt            $38,290

Better Home Plastics Corp.      Business debt            $36,969

It's In The Bag LLC             Business debt            $34,298

Home Dynamix LLC                Business debt            $34,236

Capri S.E.                      Business debt            $32,928


OTTIMO FUNDING: S&P Junks Rating on Extendible CP Notes
-------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on the
extendible asset-backed commercial paper notes issued by Ottimo
Funding Ltd. to 'C' from 'B'.  The rating remains on CreditWatch
with negative implications, where it was placed Aug. 14, 2007.  
The 'CCC' ratings on the series 2007-A and 2007-B mezzanine
classes of the subordinated term notes and the series 2007-C
subordinated term notes remain on CreditWatch negative and are not
affected at this time.
     
Ottimo Funding and the holders of the ABCP and subordinated notes
had been operating under a series of forbearance agreements since
Aug. 15, 2007, the most recent of which expired Oct. 16, 2007.  In
accordance with these agreements, the collateral agent was
directed not to sell any noteholder
collateral (which solely includes 'AAA' rated Alternative-A U.S.
residential mortgage-backed securities) into the secondary market.  
The parties did not renew the forbearance agreement, and
consequently the collateral agent has provided notice that it will
commence an auction of the RMBS collateral, as provided for in
Ottimo Funding's program documents, beginning Oct. 29, 2007, and
concluding no later than 5:00 p.m. (New York time) on Nov. 1,
2007.  Based on the most recently available servicer report, the
market value prices on the RMBS in Ottimo Funding's portfolio, as
quoted by independent pricing sources, indicate that the
noteholders would likely experience a loss upon a collateral sale
occurring in the near term.
     
Standard & Poor's will take further rating actions, as
appropriate, when details regarding the pending collateral sale
become available.
   

      Rating Lowered and Remaining on Creditwatch Negative
   
                       Ottimo Funding Ltd.

                                        Rating
                                        ------
      Series                    To                  From
      ------                    --                  ----
      Extendible CP notes       C/Watch Neg         B/Watch Neg
   
    Ratings Unchanged and Remaining on Creditwatch Negative
   
                        Ottimo Funding Ltd.
    
                 Series                    Rating
                 ------                    ------
                 2007-A notes              CCC/Watch Neg
                 2007-B notes              CCC/Watch Neg
                 2007-C notes              CCC/Watch Neg


POPE & TALBOT: Files for Protection Under CCAA
----------------------------------------------
Pope & Talbot, Inc., yesterday said that in order to address its
financial challenges and to support efforts to be a more efficient
organization, the company and its U.S. and Canadian subsidiaries
have applied for protection under the Companies' Creditors
Arrangement Act of Canada.

Pope & Talbot's Board of Directors, in a unanimous decision,
directed the company to take this action as the best alternative
for the long-term interests of the company, its employees,
customers, creditors, business partners and other stakeholders.

"We want to assure our customers and employee colleagues that Pope
& Talbot is taking all available steps to allow its business to
continue operating as a going concern," said Harold Stanton,
President and CEO.  "Our customers can continue to rely on Pope &
Talbot to supply their critical business needs. This protection is
a necessary and responsible step for the company at this time.  
Our customers and business partners want Pope & Talbot to succeed,
not only because of our over 150-year heritage, but because of the
value our company brings to the marketplace."

Persistent record low demand for lumber, high priced pulp chips
and sawdust, the appreciation of the Canadian dollar and the high
cost of debt service have combined for an untenable business
environment.  Despite doing many things to preserve liquidity,
Pope & Talbot has determined the best alternative is to seek
protection and flexibility under the reorganization law in Canada,
where its principal operating subsidiary is located, and therefore
sought protection under the CCAA.  The company will use the
protections of the CCAA to provide additional time for it to
continue its restructuring efforts, which include, but are not
limited to, the sale of certain or all of the company's assets.

Pope & Talbot expects to fund current operating needs, including
wages, benefits and other operating expenses, with cash generated
from daily operations while under CCAA protection.

Pope & Talbot Inc. (Pink Sheets:PTBT) -- http://www.poptal.com/--  
is a pulp and wood products business.  The company, based in
Portland, Oregon, was founded in 1849 and produces market pulp and
softwood lumber at mills in the US and Canada.  Markets for the
Company's products include the US, Europe, Canada, South America
and the Pacific Rim.


PRIVA INC: Court Approves Sale of Assets to Fiberlinks Textiles
---------------------------------------------------------------
Priva Inc. has obtained an order from the Superior Court
appointing RSM Richter Inc. as interim receiver to certain of its
assets and authorizing the sale of the majority of its assets to
Fiberlinks Textiles Inc.

In addition, the Superior Court of Quebec authorized Priva to file
articles of amendment to change its name.

Richter is also the trustee pursuant to Priva's notice of
intention to make a proposal to its creditors pursuant to the
Bankruptcy and Insolvency Act.

Fiberlinks Textiles Inc. is a private manufacturer and distributor
of textile products.

Headquartered in Montreal, Priva Inc. (TSX VENTURE: PIV) --  
http://www.priva-inc.com/-- is a manufacturer, distributor and  
marketer of an assortment of absorbent, waterproof textile
products sold to retailers in Canada, the U.S., the U.K.,
Australia and Spain, with export sales representing just about 67%
of sales.  Priva's products for adults are sold under the Priva
and AmericareTM labels; children's products are marketed under the
"SnoozyTM" and "Tidy TurtleTM" brand names and Priva's anti-
allergen products are sold under the QuorumTM and Zip & Block
labels.

At June 30, 2007, Priva Inc.'s's balance sheet showed total assets
of $3.12 million and total liabilities of $3.2 million, resulting
to a shareholders' deficit of $0.08 million.


RALEYS TOWN: Case Summary & Six Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Raleys Town & Country Market Inc.
        General Delivery
        Ridge, MD 20680

Bankruptcy Case No.: 07-20527

Chapter 11 Petition Date: October 24, 2007

Court: District of Maryland (Greenbelt)

Debtor's Counsel: Dean Knowles, Esq.
                  O'Brien, Young & Knowles LLP
                  5407 Water Street
                  Suite 106
                  Upper Marlboro, MD 20772
                  Tel: (301) 952-7400
                  Fax: 301-952-7415

Estimated Assets: Less than $10,000

Estimated Debts:  $1 Million to $100 Million

Debtor's list of its Six Largest Unsecured Creditors:

   Entity                       Nature of Claim     Claim Amount
   ------                       ---------------     ------------
Daniel & Anne Raley             Loan purchase of      $1,555,118
P.O Box 10                      business             
Great Mills, MD 20634                                 

Ramond & Margaret Raley         Loan purchase of      $1,555,118
P.O. Box 336                    business             
Ridge, MD 20860

Bruce Raley                     Loan purchase of      $1,555,118
P.O. Box 504                    business             
Ridge, MD 20680

Maryland Bank & Trust           Bank loan               $319,610

Associated Wholesalers Inc      Trade debt                    $0

St. Mary's County Government    Taxes                         $0


REGENCY ENERGY: Seeks Candidates for Independent Director Posts  
---------------------------------------------------------------
The board of directors of Regency Energy Partners LP has
identified qualified candidates to fill independent director posts
and expects to name at least one to the board in the fourth
quarter of 2007.

Regency is required to have three independent directors under
NASDAQ rules and must replace Robert W. Shower, who left the board
for health reasons earlier this year.  Regency currently has two
independent directors, Dean Fuller, who plans to resign soon as
his replacement is identified, and Otis Winters, chairman of
Regency's audit committee, who will stay until after Regency files
its annual report on form 10-K for 2007.

Also, the board has searched for a chief executive officer to
replace Jim Hunt, Regency's president and chief executive officer,
upon his planned retirement in 2008.  Regency is looking both
internally and externally to fill the CEO position.

"We were fortunate that three of the individuals responsible for
Regency's early success - Jim Hunt, Dean Fuller and Otis Winters -
were willing to see Regency through the transition to new general
partner ownership," James F. Burgoyne, chairman of Regency's
executive committee and a managing director at GE Energy Financial
Services, said.  "These gentlemen have postponed their departures
from Regency until we find strong candidates to fill their shoes."

"We are confident that the ongoing search for a replacement for
Jim Hunt will identify highly qualified candidates within the
timeframe Jim discussed with us when we acquired control of the
general partnership," Mr. Burgoyne continued.  "The board of
directors is grateful to Jim for extending his stay with Regency
until we find the ideal candidate, and we thank him for steering
Regency through its early development as a Master Limited
Partnership."

                      About Regency Energy

Headquartered in Dallas, Texas, Regency Energy Partners LP
(Nasdaq: RGNC) -- http://www.regencyenergy.com/-- is a midstream  
energy partnership that gathers, processes, markets and transports
natural gas and natural gas liquids.  Regency's general partner is
majority-owned by an affiliate of GE Energy Financial Services, a
unit of GE (NYSE: GE).

                         *     *     *

As reported in the Troubled Company Reporter on Sept. 13, 2007,
Moody's Investors Service upgraded Regency's corporate family
rating to Ba3 from B1 and its senior unsecured notes, to B1 from
B2.  The rating outlook is stable.  


RESIDENTIAL ACCREDITED: Fitch Takes Rating Actions on 10 Deals
--------------------------------------------------------------
Fitch Ratings took rating actions on these Residential Accredited
Loans Inc. transactions:

RALI, Series 2003-QS3:

   -- Class A affirmed at 'AAA';
   -- Class M-1 affirmed at 'AA+';
   -- Class M-2 affirmed at 'A+';
   -- Class M-3 affirmed at 'BBB';
   -- Class B-1 affirmed at 'BB';
   -- Class B-2 downgraded to 'B-/DR2' from 'B'.

RALI, Series 2003-QS5:

   -- Class A affirmed at 'AAA';
   -- Class M-1 affirmed at 'AA+';
   -- Class M-2 affirmed at 'A+';
   -- Class M-3 affirmed at 'BBB';
   -- Class B-1 affirmed at 'BB';
   -- Class B-2 affirmed at 'CCC/DR2'.

RALI, Series 2003-QS12:

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

RALI, Series 2005-QS6:

   -- Class A affirmed at 'AAA';
   -- Class M-1 affirmed at 'AA';
   -- Class M-2 affirmed at 'A';
   -- Class M-3 affirmed at 'BBB';
   -- Class B-1 downgraded to 'B+' from 'BB';
   -- Class B-2 downgraded to 'CCC/DR2' from 'B'.

RALI, Series 2005-QS8:

   -- Class A affirmed at 'AAA';
   -- Class M-1 affirmed at 'AA';
   -- Class M-2 affirmed at 'A';
   -- Class M-3 affirmed at 'BBB';
   -- Class B-1 downgraded to 'BB-' from 'BB';
   -- Class B-2 downgraded to 'CCC/DR2' from 'B'.

RALI, Series 2005-QS11:

   -- Class A affirmed at 'AAA';
   -- Class M-1 affirmed at 'AA';
   -- Class M-2 affirmed at 'A';
   -- Class M-3 affirmed at 'BBB';
   -- Class B-1 affirmed at 'BB';
   -- Class B-2 downgraded to 'CCC/DR2' from 'B'.

RALI, Series 2005-QS13:

   -- Class A affirmed at 'AAA';
   -- Class M-1 affirmed at 'AA';
   -- Class M-2 affirmed at 'A';
   -- Class M-3 downgraded to 'BBB-' from 'BBB';
   -- Class B-1 downgraded to 'B+' from 'BB';
   -- Class B-2 downgraded to 'CCC/DR2' from 'B'.

RALI, Series 2006-QS3:

   -- Class A affirmed at 'AAA';
   -- Class M-1 downgraded to at 'AA-' from 'AA', and placed on
      Rating Watch Negative;
   -- Class M-2 downgraded to 'BBB' from 'A', and placed on
      Rating Watch Negative;
   -- Class M-3 downgraded to 'B+' from 'BBB', and removed from
      Rating Watch Negative;
   -- Class B-1 downgraded to 'CCC/DR2' from 'BB-';
   -- Class B-2 remains at 'C/DR5'.

RALI, Series 2006-QS4:

   -- Class A affirmed at 'AAA';
   -- Class M-1 affirmed at 'AA';
   -- Class M-2 downgraded to 'BBB+' from 'A';
   -- Class M-3 downgraded to 'BB-' from 'BBB', and removed
      from Rating Watch Negative;
   -- Class B-1 downgraded to 'CCC/DR2' from 'BB-';
   -- Class B-2 remains at 'C/DR5'.

RALI, Series 2006-QS9:

   -- Class A affirmed at 'AAA';
   -- Class M-1 downgraded to 'AA-' from 'AA', and placed on
      Rating Watch Negative;
   -- Class M-2 downgraded to 'BBB+' from 'A', and placed on
      Rating Watch Negative;
   -- Class M-3 downgraded to 'BB-' from 'BBB', and removed
      from Rating Watch Negative;
   -- Class B-1 downgraded to 'CCC/DR2' from 'B+';
   -- Class B-2 remains at 'C/DR5'.

The collateral of the above transactions primarily consists of 30-
and 15-year fixed-rate mortgage loans extended to Alt-A borrowers
and are secured by first liens, primarily on one- to four-family
residential properties.  As of the September 2007 distribution
date, the above transactions are seasoned from 14 (series 2006-
QS9) to 55 (series 2003-QS3) months.  The pool factors (current
mortgage loan principal outstanding as a percentage of the initial
pool) range from 28% (series 2003-QS3) to 78% (series 2006-QS9).  
The loans are master serviced by GMAC-RFC (rated 'RMS2' by Fitch).

The affirmations, affecting about $2.7 billion of outstanding
certificates, reflect a stable relationship between credit
enhancement and future loss expectations.  The downgrades,
affecting about $113.1 million in outstanding certificates, and
classes placed on Rating Watch Negative, affecting about
$66 million of outstanding certificates, reflect deterioration in
the relationship between CE and loss expectation.


RIDGEWAY COURT: Moody's Cuts Class C Notes' Rating to Ba3
---------------------------------------------------------
Moody's Investors Service placed these notes issued by Ridgeway
Court Funding I, Ltd. on review for possible downgrade:

   -- $160,000,000 Class A2 Senior Floating Rate Notes Due
      November 2046

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

   -- $128,000,000 Class A3 Senior Floating Rate Notes Due
      November 2046

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

   -- $46,000,000 Class A4 Senior Floating Rate Notes Due
      November 2046

      Prior Rating: Aa2
      Current Rating: Aa2, on review for possible downgrade

In addition Moody's also announced that it has downgraded these
notes:

   -- $35,000,000 Class B Deferrable Floating Rate Notes Due
      November 2046

      Prior Rating: A3
      Current Rating: Baa3, on review for possible downgrade

   -- $13,000,000 Class C Deferrable Floating Rate Notes Due
      November 2046

      Prior Rating: Baa2
      Current Rating: Ba3, on review for possible downgrade

According to Moody's, the rating actions are the result of
deterioration in the credit quality of the transaction's
underlying collateral pool, which consists primarily of
residential mortgage-backed securities and ABS CDOs.


RIVIERA TOOL: Secured Lender Forecloses All Assets and Rights
-------------------------------------------------------------
All of the assets and intellectual property of Riviera Tool
Company has been foreclosed on by its primary secured lender,
Laurus Master Fund Ltd.

The company said the foreclosure of assets follows an August 2007
demand notice issued by Laurus, after a default by the company on
its loan agreements.  Discussions between the company and Laurus
to extend or refinance the company's existing credit agreement
were unsuccessful.

Pursuant to the foreclosure proceedings, in accordance with the
Uniform Commercial Code, the company was released from certain
indebtedness to Laurus in exchange for the surrender of the
company's assets and intellectual property securing its
obligations under the credit agreement.
    
As a result of the Foreclosure Agreement, the company has no
remaining operations and a de minimus amount of cash.
    
The company said that after the foreclosure, Laurus sold the
assets and intellectual property in an arms-length transaction to
a privately held North American company, Riviera Tool LLC doing
business in Michigan as Riviera Tool Acquisition LLC.

The new owner intends to operate the company at its current
facility in Grand Rapids.  The majority of the company's 68
employees will be offered employment with the new owner.
       
                      About Riviera Tool

Based in Grand Rapids, Michigan, Riviera Tool Company (ASE: RTC)
(OTC Pink Sheets: RIVT) -- http://www.rivieratool.com/-- designs  
and manufactures die systems for the production of underbody
panels, inter-structural panels, outer body panels, and bumper
systems.  A majority of the company's sales are to
DaimlerChrysler, General Motors Corporation, Mercedes-Benz, BMW
and their tier one suppliers of sheet metal stamped parts and
assemblies.

                        Going Concern Doubt

In November 2006, BDO Seidman LLP expressed substantial doubt
about Riviera Tool Company's ability to continue as a going
concern after auditing the company's consolidated financial
statements for the year ended Aug. 31, 2006.  The auditing firm
pointed to the company's recurring losses from operations and
retained deficit.


RSC HOLDINGS: Sept. 30 Balance Sheet Upside-Down by $73.2 Million
-----------------------------------------------------------------
RSC Holdings Inc. disclosed results of its third quarter ended
Sept. 30, 2007.

RSC Holding Inc.'s consolidated balance sheet at Sept. 30, 2007,
showed $3.55 billion in total assets and $3.63 billion in total
liabilities, resulting in a $73.2 million total shareholders'
deficit.

The company reported net income of $47.5 million in the third
quarter ended Sept. 30, 2007, compared with net income of
$59.6 million in the same period last year.

For the third quarter, total revenues were $462.0 million, up 8.0%
from the $427.6 million reported for last year's third quarter.
Rental revenues, which accounted for 89% of total revenues, grew
12.3% to $411.6 million from $366.4 million in the comparable
year-ago period.  Same store rental revenues increased 10.2% for
the period.  Sales of used equipment totaled $30.5 million, down
from $38.6 million in the 2006 third quarter, reflective of the
company's young and well-maintained fleet and the high rental
demand from the non-residential construction and industrial
markets.  Sales of merchandise were $19.9 million compared to
$22.6 million in the prior year quarter, consistent with the
company's strategy to focus on higher-margin items that are more
complementary to its core equipment rental operations.

"RSC continues to deliver solid revenue growth and greater
profitability," said Erik Olsson, president and chief executive
officer.  "Our third quarter revenue performance reflects our
ability to anticipate and respond effectively to increased volume
demand for rental equipment from our underlying markets.  We
believe that our disciplined business model is a competitive
strength that enables RSC to maximize capital and operating
efficiency, respond rapidly to shifts in demand and deliver
excellent service to our customers," Mr. Olsson noted.

In the third quarter, RSC expanded its footprint by opening five
new locations, bringing the total number of RSC locations to 469.
The company added 33 net new sales people in the period.  Of the
88 net new sales people that have been added in the first nine
months of 2007, 85% have been assigned to existing locations,
supporting the company's same store sales growth strategy.

Third quarter operating income increased 10.9% to $136.1 million
compared to $122.8 million in the same quarter of 2006, and
operating margin expanded to 29.5% from 28.7% in the prior year.
Adjusted EBITDA increased 13.5% to $225.4 million in the third
quarter compared to $198.6 million in the prior year, and adjusted
EBITDA margin increased to 48.8% compared to 46.5% in the same
quarter 2006.

"We achieved significant gains in operating income in the third
quarter, resulting from strong volume growth, effective cost
control and efficient fleet management with an impressive fleet
utilization rate of 74.6%, up from 73.1% in the prior year," noted
Mr. Olsson.  "At the end of the period, RSC's fleet age was 25
months, which we believe is the youngest in the industry, and
which provides the company with important operating flexibility,"
Mr. Olsson said.

In the third quarter, the company reduced total debt by
$44.1 million to $2.702 billion, bringing the year-to-date debt
reduction to $304.1 million including $230.7 million in IPO
proceeds.  Free cash flow for the third quarter was $58.3 million
compared to $0.7 million for the previous year.

Commenting on the outlook for the remainder of 2007, Mr. Olsson
noted, "We believe that RSC is well-positioned to continue to
outperform the industry.  Approximately 94% of our revenues are
derived from the non-residential construction and industrial
markets with several sectors experiencing double digit growth this
year, including power and energy, infrastructure, health care
andeducation construction.  These markets have been largely
unaffected by the declining trends in the residential construction
market that have persisted for the last 20 months.  Within this
environment, RSC enjoys important advantages with respect to fleet
efficiency and customer service programs that enhance our
competitive position," Mr. Olsson said.

                            About RSC

Based in Scottsdale, Arizona, RSC Holdings Inc., (NYSE: RRR) --
http://www.RSCrental.com/-- through RSC Equipment Rental,  
provides equipment rental in North America servicing the
construction and industrial markets with an original equipment
fleet cost of $2.7 billion.  RSC offers equipment and service to
customers through an integrated network of 469 rental locations
across 39 states in the United States and in four Canadian
provinces.


SAIL DEALS: Moody's Takes Rating Actions on 21 Certificates
-----------------------------------------------------------
Moody's Investors Service downgraded 17 certificates and placed on
review for possible downgrade 4 certificates issued by Structured
Asset Investment Loan Trust in 2004.  The collateral backing each
deal placed on review consists primarily of first-lien, subprime
fixed and adjustable rate mortgage loans.

The tranches being downgraded or reviewed have experienced a
decrease in available credit enhancement and the recent pace of
losses in the underlying collateral of each deal has eroded
overcollateralization below its targeted level.  This has caused
the protection available to the subordinate bonds to be diminished
given the current projected losses on the underlying pools.

Complete rating actions are:

Downgrades:

Issuer: Structured Asset Investment Loan Trust 2004-1

   -- Cl. M5, Downgraded to B1 from Baa2
   -- Cl. M6, Downgraded to B1 from Baa3
   -- Cl. M4, Downgraded to Ba2 from Baa1

Issuer: Structured Asset Investment Loan Trust 2004-3

   -- Cl. M5, Downgraded to B3 from Baa2

Issuer: Structured Asset Investment Loan Trust 2004-4

   -- Cl. M5, Downgraded to Baa3 from A3
   -- Cl. M7, Downgraded to B3 from Baa2
   -- Cl. M6, Downgraded to Ba3 from Baa1
   -- Cl. M8, Downgraded to Caa1 from Baa3

Issuer: Structured Asset Investment Loan Trust 2004-5

   -- Cl. B, Downgraded to B3 from Baa3
   -- Cl. M8, Downgraded to Ba1 from Baa2
   -- Cl. M7, Downgraded to Baa3 from Baa1

Issuer: Structured Asset Investment Loan Trust 2004-7

   -- Cl. M7, Downgraded to B1 from Baa3

Issuer: Structured Asset Investment Loan Trust 2004-8

   -- Cl. M9, Downgraded to B3 from Baa3
   -- Cl. M8, Downgraded to Ba2 from Baa2

Issuer: Structured Asset Investment Loan Trust 2004-BNC1

   -- Cl. M6, Downgraded to B1 from Baa2
   -- Cl. M5, Downgraded to Ba2 from Baa1
   -- Cl. B1, Downgraded to Caa1 from Ba1

Review for possible downgrade:

Issuer: Structured Asset Investment Loan Trust 2004-9

   -- Cl. M7, Placed on Review for Possible Downgrade,  
      currently Baa3

Issuer: Structured Asset Investment Loan Trust 2004-2

   -- Cl. M4, Placed on Review for Possible Downgrade,
      currently Baa1

   -- Cl. M5, Placed on Review for Possible Downgrade,
      currently Baa2

   -- Cl. M6, Placed on Review for Possible Downgrade,
      currently Baa3


SALEM CAPITAL: Case Summary & 14 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Salem Capital Group Inc.
        1141 Breckenridge Ave.
        Lake Forest, IL 60045

Bankruptcy Case No.: 07-19825

Chapter 11 Petition Date: October 27, 2007

Court: Northern District of Illinois (Chicago)

Judge: John H. Squires

Debtor's Counsel: Brian L Shaw, Esq.
                  Shaw Gussis Fishman Glantz Wolfson & Tow
                  321 North Clark Street
                  Suite 800
                  Chicago, IL 60610
                  Tel: (312) 541-0151
                  Fax: (312) 980-388

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's list of its 14 Largest Unsecured Creditors:

       Entity                              Claim Amount
       ------                              ------------
  The LauraLee K. Bell - 1993 Trust         $29,000,000
  c/o McDermott Will & Emery
  227 West Monroe Street
  Chicago, IL 60606-5096

  Lori Glattly                                 $680,000
  1141 Breckenridge Avenue            
  Lake Forest, IL 60045               (Unknown secured)

  Parsons, Behle & Latimer                      $76,223
  Attn: J. Thomas
  201 South Main Street,
  Suite 1800,
  Salt Lake City, UT 84145-0898

  Robert Brown, CPA                             $70,000

  Cooper, White and Cooper                      $50,547

  Dorsey & Whitney LLP                          $41,303

  FagelHaber LLC c/o Stein & Rotman             $28,583

  Heritage Pacific Leasing                      $20,000

  Markowitz, Herbold, Glade                     $12,236
   & Mehlhaf, PC       

  S A Burnthon LLC                               $9,553

  The Medleh Group                               $8,454

  Vengroff, Williams & Associates, Inc.          $50.80

  Dann and Meacham                              Unknown

  Hawaii Health Systems Corp                    Unknown


SALOMON BROTHERS: Moody's Holds Caa2 Rating on Class N Certs.
-------------------------------------------------------------
Moody's Investors Service upgraded the ratings of three classes
and affirmed the ratings of 11 classes of Salomon Brothers
Securities VII, Inc., Commercial Mortgage Pass-Through
Certificates, Series 2000-C1 as:

   -- Class A-2, $402,572,726, affirmed at Aaa
   -- Class X, Notional, affirmed at Aaa
   -- Class B, $35,665,000, affirmed at Aaa
   -- Class C, $30,315,000, affirmed at Aaa
   -- Class D, $10,700,000, upgraded to Aa1 from Aa2
   -- Class E, $8,916,000, upgraded to Aa2 from Aa3
   -- Class F, $14,266,000, upgraded to A2 from A3
   -- Class G, $10,700,000, affirmed at Baa1
   -- Class H, $14,266,000, affirmed at Ba1
   -- Class J, $17,832,000, affirmed at Ba2
   -- Class K, $5,350,000, affirmed at Ba3
   -- Class L, $3,566,000, affirmed at B1
   -- Class M, $7,133,000, affirmed at B3
   -- Class N, $7,133,000, affirmed at Caa2

As of the Oct. 18, 2007 distribution date, the transaction's
aggregate certificate balance has decreased by about 19.8% to
$572.3 million from $713.3 million at securitization.  The
certificates are collateralized by 213 loans.  The loans range in
size from less than 1.0% to 4.6% of the pool, with the 10 largest
loans representing 21.2% of the outstanding pool balance.

Six loans have been liquidated from the trust resulting in
aggregate realized losses of about $12 million.  Sixty one loans,
representing 32.8% of the pool balance, have defeased and are
collateralized by U.S. Government securities.  Forty five loans,
representing 28.8% of the pool, are on the master servicer's
watchlist.  Two loans, representing 0.3% of the pool, is in
special servicing.  Moody's is not estimating any losses from the
specially serviced loans currently.

Moody's was provided with year-end 2006 operating results for 94%
of the pool.  Moody's loan to value ratio is 82.7%, compared to
79.3% at Moody's last full review in August 2006 and compared to
85.6% at securitization.  Moody's is upgrading Classes D, E and F
due to increased credit enhancement and an increased percentage of
defeased loans.

The top three loans represent 10.9% of the pool.  The largest loan
is the Putnam Building Loan ($26.1 million - 4.6%), which is
secured by a 231,000 square foot office building, located in
Norwood, Massachusetts, about 12.5 miles southwest of Boston.
Built in 1978, the property is 100% net leased to Putnam
Investments, a subsidiary of Marsh & McLennan Companies (Moody's
senior unsecured rating Baa2; stable outlook) through July 2013.  
Moody's LTV is 87.4%, compared to 89.1% at last review and
compared to 92.7% at securitization.

The second largest loan group is a crossed collateralized pool
consisting of the Los Cabos Villas and Jovanna Villas Loans ($22.1
million - 3.9%).  The two apartment communities contain a total of
474 units and are located in North Las Vegas, Nevada.  As of year-
end 2006, the combined occupancy rate was 90%, compared to 94% at
last review and compared to 96% at securitization.  The overall
performance of the portfolio has declined since last review due to
decreased occupancy and rental revenue.  Moody's LTV is 92.5%,
compared to 90.7% at last review and compared to 85.7% at
securitization.

The third largest loan is Hasbrouck & Torview Apartments Loan
($13.6 million - 2.4%), which is secured by a nine-building, 373-
unit garden apartment complex located in Garnerville, New York.  
Garnerville is in Rockland County about 35 miles north of New York
City.  As of year-end 2006, occupancy was 85%, compared to 93% at
last review and compared to 97% at securitization.  Performance
has declined due to lower occupancy and increased expenses and
capital costs.  This loan is on the master servicer's watchlist
due to low debt service coverage resulting from unusually high
capital expenditures. Moody's LTV is 90.2%, compared to 83.0% at
last review and compared to 85.7% at securitization.


SANTA FE: S&P Lowers Bond's Rating to BB and Says Outlook is Neg.
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on Santa Fe,
N.M.'s educational facilities refunding and improvement revenue
bonds series 2006, issued for the College of Santa Fe to 'BB' from
'BBB-'.  The outlook is negative.
     
"The rating action reflects the significant weakness in the
college's financial reporting," said Standard & Poor's credit
analyst Carlotta Mills.  "This resulted from poor internal
controls, a material $6.5 million downward restatement of
unrestricted net assets for fiscal 2005, and a large adjusted
operating deficit of $3 million in fiscal 2006."
     
Fiscal 2007 results will not be ready until February 2008 and
management indicates that there will be a similar material
operating deficit.   The college has considerable cash flow
challenges and is due to run out of cash in February, although
substantial steps are underway to prevent it.
     
Proceeds of the 2006 bonds were primarily used to refund all
outstanding debt and included $4 million of new money for campus
upgrades; currently $1 million is not used and it may be used to
pay down the debt.  Debt service at that time was extended an
additional seven years, maturing in 2036.  Debt service is level
with maximum annual debt service of $1.6 million occurring in
2010.  Along with the college's 2006 bond issue of $24.335
million, it has a $6 million, 20-year loan.  There is also a
$2 million line of credit being used.


SCO Group: Court OKs $36 Million Sale of Unix to JGD Management
---------------------------------------------------------------
The SCO Group Inc. and its debtor-affiliates obtained approval
from the U.S. Bankruptcy Court for the District of Delaware to
publicly sell their Unix business to JGD Management Corp., dba
York Capital Management or to any successful bidder.

The Debtors and JGD have sign an asset purchase agreement which
provided that apart from the Unix business, the Debtor will sell
to JGD for a total consideration price of $36 million certain of
their related claims in litigation, assumed liabilities and the
Debtors' cross-license and related agreements pertaining to the
Hipcheck product line and Me Inc.  The agreement also provide
financing to the Debtor, under Sections 363 and 364 of the U.S.
Bankruptcy Code.

JGD, pursuant to the agreement, will pay the Debtor the total
price in cash and non-cash components consisting of $10 million
cash payment, up to $10 million in the form of a litigation credit
facility, up to $10 million in the form of a 20% interest in JGD's
collection of favorable judgment from Linux litigation, and up to
$6 million in the form of a revenue share agreement.  In addition,
under the agreement, JGD will post and earnest money deposit in
the amount of 5% of the purchase price.

The Debtors and JGD have agreed to a $50,000 reimbursement of
JGD's purchase fees in connection with the consummation of the
deal.  If JGD is designated as a stalking horse bidder and is
unsuccessful in the bid, the Debtor will pay JGD a $780,000 break-
up fee, plus $300,000 alternative transaction expense
reimbursement.

The Debtors' revenues have been declining over the past several
years and they do not have enough liquidity to sustain their
operations.  Hence, the Debtors must move quickly to realize the
best price for their assets.

The Court has scheduled a hearing on Nov. 6, 2007, at 11:00 a.m.
for considering approval of the asset purchase agreement and the
bidding procedures.  The deadline for filing objections is
Wednesday, November 1, at 4:00 p.m.

The Debtors have asked the Court for approval of the transactions
contemplated by the asset purchase agreement no later than Dec. 7,
2007.

Headquartered in Lindon, Utah, The SCO Group Inc. (Nasdaq: SCOX)
fka Caldera International Inc. -- http://www.sco.com/-- provides   
software technology for distributed, embedded and network-based
systems, offering SCO OpenServer for small to medium business and
UnixWare for enterprise applications and digital network services.

The company and its affiliate, SCO Operations Inc., filed for
Chapter 11 protection on Sept. 14, 2007, (Bankr. D. Del. Lead Case
No. 07-11337).  Paul Steven Singerman, Esq., and Arthur Spector,
Esq., at Berger Singerman P.A., represent the Debtors.  James
O'Neill Esq., and Laura Davis Jones, Esq., at Pachulski Stang
Ziehl & Jones LLP, is the Debtors' local counsel.  Epiq Bankruptcy
Solutions, LLC, acts as the Debtors' claims and noticing agent.  
An Official Committee of Unsecured Creditors has yet to be
appointed in these cases by the Office of the United States
Trustee.  The Debtors' exclusive period to file a chapter 11 plan
expires on March 12, 2008.  The Debtors' schedules of assets and
liabilities showed total assets of $9,549,519 and total
liabilities of $3,018,489.


SEAGATE TECHNOLOGY: Earns $355 Million in Quarter Ended Sept. 28
----------------------------------------------------------------
Seagate Technology reported GAAP net income of $355 million on
disc drive unit shipments of $47 million and revenue of
$3.3 billion for the quarter ended Sept. 28, 2007.  GAAP net
income includes approximately $30 million of purchased intangibles
amortization and other charges associated with the Maxtor and
EVault acquisitions.  Excluding these charges, non-GAAP net income
was $385 million.   Included in both GAAP and non-GAAP results are
restructuring charges of approximately $5 million.

"Our strong performance in the quarter reflects favorable industry
conditions as well as the competitive strength of Seagate's unique
platform and commitment to innovation," said Bill Watkins, Seagate
chief executive officer.  "The first fiscal quarter has
historically been a strong one for Seagate, and this year, we
benefited from unit demand greater than expected.  We believe we
are well positioned to continue driving year-over-year revenue
growth, and these record quarterly results demonstrate the
effectiveness of Seagate's business model."

At Sept. 28, 2007, the company's consolidated balance sheet showed
$10.065 billion in total assets, $5.185 billion in total
liabilities, and $4.880 billion in total shareholders' equity.

                         Business Outlook

For the December quarter, Seagate expects to report revenue of
$3.4 - $3.5 billion, and GAAP diluted net income per share of
$0.66 - $0.70.  Excluding approximately $26 million of purchased
intangibles amortization and other charges associated with the
Maxtor and EVault acquisitions, non-GAAP diluted net income per
share for the December quarter is expected to fall within the
range of $0.71 - $0.75.

This guidance does not include the impact of any future
acquisitions, stock repurchases or restructuring activities the
company may undertake.

                  Dividend and Stock Repurchase

The company has declared a quarterly dividend of $0.10 per share
to be paid on or before Nov. 16, 2007, to all common shareholders
of record as of Nov. 2, 2007.

During the quarter ended Sept. 28, 2007, the company took delivery
of approximately 10.3 million of its common shares related to its
share repurchase plan.  The average price of the shares delivered
to the company in the June quarter was $24.27.  The company has
authorization to purchase approximately $725 million of additional
shares under the current stock repurchase program.

                          About Seagate

Headquartered in Scotts Valley, California, and registered in
Cayman Islands, Seagate Technology (NYSE: STX) --
http://www.seagate.com/-- designs, manufactures and markets
hard disc drives, and provides products for a wide-range of
Enterprise, Desktop, Mobile Computing, Consumer Electronics and
Branded Solutions.

                        *     *     *

Seagate Technology still carries Standard & Poor's BB+ long-term
foreign issuer credit and long-term local issuer credit ratings.  
Outlook is stable.


SHAW COMMS: Earns CDN$136 Million in 4th Quarter Ended Aug. 31
--------------------------------------------------------------
Shaw Communications Inc. disclosed results for the fourth quarter
and fiscal year ended Aug. 31, 2007.

Net income of CDN$136 million for the quarter ended Aug. 31, 2007,
compared to CDN$210 million for the comparable quarter last year.  
Net income for the year was CDN$388 million compared to
CDN$458 million last year.  

The current and comparable three and twelve month periods included
non-operating items which included a gain on the sale of a
portfolio investment in the third quarter of 2006, as well as tax
recoveries related to reductions in enacted income tax rates in
each of the first, third and fourth quarters of 2006 as well as
the current quarter.  Excluding the non-operating items, net
income for the three and twelve month periods ended Aug. 31, 2007,
would have been CDN$100 million and CDN$346 million compared to
net income of CDN$60 million and CDN$212 million in the comparable
periods.

Consolidated service revenue of CDN$715 million and
CDN$2.77 billion for the three and twelve month period improved
13.2% and 12.8%, respectively, over the comparable periods last
year.  Total service operating income before amortization of
CDN$326 million and CDN$1.24 billion increased by 18.5% and 15.0%
respectively, over the same periods in 2006.  Funds flow from
operations increased to CDN$273 million for the quarter and
CDN$1.03 billion for the year compared to CDN$221 million and
CDN$847 million in the same periods last year.

During the quarter Digital Phone lines grew by 41,604 to 385,357.
Internet and Digital customers increased by 29,857 to 1,451,756
and 15,709 to 763,140, respectively.  Basic cable subscribers
decreased by 2,057 to 2,226,841 and DTH customers were up 1,686 to
879,585.

Free cash flow for the quarter was CDN$76 million bringing the
annual total to CDN$356 million.  This compares to CDN$55 million
and CDN$265 million for the same periods last year, an improvement
of CDN$21 million and CDN$91 million, respectively.  The growth in
free cash flow was primarily related to higher service operating
income before amortization, partially offset by increased capital
investment.

Chief executive officer Jim Shaw commented, "Solid fourth quarter
results conclude a year of significant accomplishments: Our
service operating income before amortization grew 15% in fiscal
2007 and has grown in excess of 25% over the last two fiscal
years.  This pace has been driven by customer growth, value
enhancements which support pricing, and the rapid penetration of
Digital Phone.  Despite tight labour markets, we have increased
our workforce by over 1,500 employees over the last two years, to
approximately 9,000 in total, in order to ensure that we deliver
on our promise to provide exceptional customer service, which we
believe remains a key differentiator.  During the year, we reduced
net debt and strengthened our credit metrics, repurchased over
CDN$100 million of shares, and more than doubled our dividend
rate.  We lead the North American cable industry in dividend yield
and currently rank in the top 30 high-yielding corporations
included in the S&P/TSX 300 Index.  Our shareholders were rewarded
for this success with a total annual return of over 50% on their
shares.  Looking forward, we are off to a solid start in fiscal
2008 and our outlook for the year calls for continued earnings
growth."

Looking forward, Mr. Shaw noted: "For fiscal 2008, we expect
service operating income before amortization to grow in an
approximate range of 10% - 12%.  Capital expenditures are
forecasted to exceed CDN$650 million as we continue to invest to
ensure our network will support and maintain our leading broadband
business, grow telephony products and provide next generation
services for our customers.  We plan to manage capital
expenditures in line with business growth in order to target free
cash flow generation of CDN$450 million or better."

Mr. Shaw continued, "Our Board of Directors has approved a 9%
increase in the equivalent annual dividend rate to CDN$0.72 on
Shaw's Class B Non-Voting Participating shares and CDN$0.7175 on
Shaw's Class A Participating shares.  This new rate represents an
annual yield of approximately 2.8% based on the current trading
price and will be effective commencing with the monthly dividend
paid on Dec. 28, 2007.

During the quarter, shareholders approved a two-for-one stock
split of the company's outstanding Class A Participating Shares
and Class B Non-Voting Participating Shares which became effective
on July 30, 2007.

During the quarter, Shaw repurchased 4,408,400 of its Class B Non-
Voting Shares for cancellation for CDN$105 million.  The company
plans to renew its normal course issuer bid in early November.

In closing, Mr. Shaw summarized: "As we head into our new fiscal
year we look forward to what lies ahead and are confident that
with our leading network infrastructure and the dedicated efforts
of our employees we are ready to meet the challenge of a
competitive market and deliver another year of solid results."

At Aug. 31, 2007, the company's consolidated balance sheet showed
CDN$8.164 billion in total assets, $6.170 billion in total
liabilities, and $1.994 billion in total shareholders' equity.

The company's consolidated balance sheet at Sept. 30, 2007, also
showed strained liquidity with CDN$590.2 million in total current
assets available to pay $861.9 million in total current
liabilities.

                    About Shaw Communications

Shaw Communications Inc. (TSX: SJR.B) (NYSE: SJR) --
http://www.shaw.ca/-- is a diversified communications company  
whose core business is providing broadband cable television, high-
speed Internet, digital phone, telecommunications services
(through Shaw Business Solutions) and satellite direct-to-home
services (through Star Choice).  The company serves 3.3 million
customers, including almost 1.5 million Internet subscribers,
through a reliable and extensive network, which comprises over
575,000 kilometres of fibre.

                          *     *     *

Shaw Communications Inc. still carries Moody's Investors Service
Ba1 senior unsecured debt rating.


SOLAR TRUST: Moody's Affirms Low-B Ratings on Four Certificates
---------------------------------------------------------------
Moody's Investors Service affirmed the ratings of 11 classes of
Solar Trust Commercial Mortgage Pass-Through Certificates, Series
2002-1 as:

   -- Class A-1, $51,479,956, affirmed at Aaa
   -- Class A-2, $127,959,000, affirmed at Aaa
   -- Class IO, Notional, affirmed at Aaa
   -- Class B, $8,665,000, affirmed at Aaa
   -- Class C, $7,999,000, affirmed at A1
   -- Class D, $6,665,000, affirmed at Baa1
   -- Class E, $2,667,000, affirmed at Baa2
   -- Class F, $3,999,000, affirmed at Ba2
   -- Class G, $1,333,000, affirmed at Ba3
   -- Class H, $2,667,000, affirmed at B2
   -- Class J, $665,000 affirmed at B3

As of the Oct. 12, 2007 distribution date, the transaction's
aggregate certificate balance has decreased by about 18.2% to
$218.1 million from $266.6 million at securitization.  The
certificates are collateralized by 54 loans, ranging in size from
less than 1% to 8.5% of the pool, with the top 10 loans
representing 54% of the pool.  The pool consists of a shadow rated
component, representing 16% of the pool, and a conduit component,
representing 79.7% of the pool.  Seven loans, representing 4.3% of
the pool, have defeased and are collateralized with Canadian
Government obligations.  The pool has not experienced any losses
to date and there are no loans currently in special servicing.  
Eleven loans, representing 23.9% of the pool, are on the master
servicer's watchlist.

Moody's was provided with year-end 2006 operating results for
92.9% of the pool.  Moody's weighted average loan to value ratio
is 72.8%, compared to 70.9% at Moody's last full review in March
2006 and compared to 76.7% at securitization.

The largest shadow rated loan is the Hotel Novotel Loan
($18.4 million -- 8.5%), which is secured by a 262-room full
service hotel located in downtown Toronto, Ontario.  The
collateral also includes a 440-car, three-level underground
parking garage, and 25,000 square feet of office and retail space.  
The loan is 100% recourse to the borrower.  Moody's current shadow
rating is A2, the same as at last review and compared to A3 at
securitization.

The second shadow rated loan is the Chateaugay Centre Loan ($16.6
million - 7.6%), which is secured by a 211,000 square foot
enclosed retail center located Chateaugay, Quebec, a submarket of
Montreal.  The center is anchored by Super C and  Hart.  
Performance has improved due to increase in rental revenue and
loan amortization.  The loan is 50% recourse to the borrower.  
Moody's current shadow rating is Aa3, compared to Baa1 at last
review and compared to Baa3 at securitization.

The top three conduit loans represent 19.4% of the pool.  The
largest conduit loan is the Langley Gate Shopping Centre Loan
($15.8 million -- 7.2%), which is secured by a 152,000 square foot
retail shopping center located in the Langley suburb of Vancouver,
British Columbia.  The loan is on the master servicer's watchlist
due to three major lease expirations by March 2008.  The major
tenants are Sears (23% of GLA; lease expiration March 2008);
Homesense (17% of GLA; lease expiration January 2013), Chapters
(16% of GLA; lease expiration February 2008) and Petsmart (15% of
GLA; lease expiration March 2008). The loan amortizes on a 300-
month schedule.  Moody's LTV is 83%, compared to 71.9% at last
review and compared to 76.6% at securitization.

The second largest conduit loan is the La Porte de Gatineau Loan
($13.6 million -- 6.3%), which is secured by a 155,000 square foot
retail center located in Gatineau, Quebec.  As of December 2006
the property was 100% occupied, compared to 93.5% at last review
and compared to 92% at securitization.  The loan amortizes on a
300-month schedule.  Moody's LTV is 69%, compared to 83.3% at last
review and compared to 91.5% at securitization.

The third largest conduit loan is the Parkland Mall Loan
($13.6 million -- 6.2%), which is secured by a 268,000 square foot
enclosed retail center located in Yorkton, Saskatchewan. The
center is anchored by Zellers, The Bay and IGA.  As of December
2006 the mall was 97% leased, essentially the same as at last
review and compared to 96% at securitization.  The loan is 100%
recourse to the borrower and amortizes on a 300-month schedule.  
Moody's LTV is 79.5%, compared to 80.9% at last review and
compared to 85.6% at securitization.


SPECTRX INC: June 30 Balance Sheet Upside-Down by $2.7 Million
--------------------------------------------------------------
SpectRx Inc.'s consolidated balance sheet at June 30, 2007, showed
$2.1 million in total assets and $4.8 million in total
liabilities, resulting in a $2.7 million total capital deficit.

The company's consolidated balance sheet at June 30, 2007, also
showed strained liquidity with $1.2 million in total current
liabilities available to pay $3.1 million in total current
liabilities.

The company reported net income of $6.2 million on net revenue of
$314,000 for the second quarter ended June 30, 2007, compared with
a net loss of $1.5 million on net revenue of $85,000 for the same
period last year.

Net income for the three months ended June 30, 2007, included a
gain from debt forgiveness of approximately $5.8 million, and a
gain on sale of SimpleChoice of approximately $2.4 million.

Full-text copies of the company's consolidated financial
statements for the quarter ended June 30, 2007, are available for
free at http://researcharchives.com/t/s?249a

                       Going Concern Doubt

As reported in the Troubled Company Reporter on May 9, 2007,
Eisner LLP, in New York, expressed substantial doubt about SpectRx
Inc.'s ability to continue as a going concern after auditing the
company's consolidated financial statements for the year ended
Dec. 31, 2006.  The auditing firm pointed to the company's
recurring losses, negative working capital position and capital
deficit.  The auditing firm also cited that the company is in
default on payments due under its settlement with Abbott
Laboratories Inc. regarding its redeemable preferred stock
agreement.  

On June 5, 2007, the company and Abbott entered into a settlement
and release thereby settling pending legal disputes.  As a result,
the company has dropped its lawsuit and patent infringement claims
against Abbott and Abbott has forgiven approximately $5.8 million
in debt it claimed was in default.  The dispute arose from a
research, development and license agreement. The research,
development and license agreement was terminated in January 2003.
Under the settlement, neither party admitted any liability or
wrongdoing and agreed that no Party will make any settlement
payment to the other.

As of June 30, 2007, the company was past due on payments due
under its bridge notes payable in the amount of $446,000.  The
company needs to raise additional capital during 2007. If capital
cannot be raised, the company might be required to enter into
unfavorable agreements or, if that is not possible, be unable to
continue operations, and to the extent practicable, liquidate
and/or file for bankruptcy protection.

                        About SpectRx Inc.  

SpectRx Inc. (OTCBB: SPRXE.OB) -- http://www.spectrx.com/-- is a   
medical technology company providing innovative detection,
monitoring and treatment solutions for the diabetes and cancer
markets.


STARWOOD HOTELS: Earns $129 Million in 3rd Qtr. Ended Sept. 30
--------------------------------------------------------------
Starwood Hotels & Resorts Worldwide Inc. reported financial
results for its third quarter ended Sept. 30, 2007.

The company reported net income of 129 million for the third
quarter ended Sept. 30, 2007, compared with net income of
$155 million for the same period last year.  Excluding special
items, income from continuing operations was $143 million for the
third quarter of 2007 compared to $148 million in 2006.

Special items in 2007 net to a charge of $14 million and primarily
due to losses on asset impairments.  Special items in 2006 net to
a $7 million benefit primarily due to one-time income tax benefits
realized in connection with the sale of a portfolio of hotels
offset in part by losses on asset dispositions.  Excluding special
items, the effective income tax rate in the third quarter of 2007
was 33.0% compared to 21.2% in the same period of 2006 due to non-
recurring capital loss benefits generated in 2006 from the
disposition of certain qualifying joint venture interests.

Frits van Paasschen, chief executive officer, said, "Starwood
reported yet another strong quarter driven by our strong brands,
our large presence in the upper upscale and luxury segments, and
our international platform, where system-wide REVPAR increased
13.9%.  Our pipeline grew to almost 115,000 rooms in the quarter,
creating a terrific opportunity for Starwood to continue to grow
at above-industry growth rates. Despite the projected 2008 decline
in our vacation ownership business, we expect 2008 to be another
great year for the company, as our core hotel business continues
to enjoy strong fundamentals. We also repurchased $544 million of
our stock in the quarter, a record amount for Starwood."

At Sept. 30, 2007, the company's consolidated balance sheet showed
$9.452 billion in total assets, $6.824 billion in total
liabilities, $26 million in minority interest, and $2.602 billion
in total shareholders' equity.

                           Asset Sales

During the third quarter of 2007, the company entered into
purchase and sale agreements for the sale of two wholly-owned
hotels and recorded impairment losses totaling $21 million in
connection with these sales.  These sales, along with the sale of
two additional hotels, are expected to be completed in the fourth
quarter of 2007 for total cash proceeds of over $50 million. cThe
company expects to complete the remainder of the previously
announced asset sales in early 2008.

                             Capital

Gross capital spending during the quarter included approximately
$54 million in renovations of hotel assets including The
Phoenician in Scottsdale, Arizona, the W Los Angeles in Westwood,
California, and the W San Francisco in San Francisco, and in
construction capital at the new aloft and Element hotels under
construction in Lexington, Mass., and the new aloft hotel in
Philadelphia, Penn.  Investment spending on gross vacation
ownership interest inventory was $111 million, which was offset by
cost of sales of $55 million associated with VOI sales during the
quarter.  The inventory spend included VOI construction at the
Westin Ka'anapali Ocean Resort Villas North in Maui, the Westin
Princeville Resort in Kauai, the Westin Lagunamar Resort in
Cancun, and the Westin St. John Resort and Villas in the Virgin
Islands.

                        Share Repurchases

During the third quarter of 2007, the company repurchased
9.2 million shares at a total cost of approximately $544 million.
In the nine months ended Sept. 30, 2007, the company has
repurchased approximately 19.2 million shares at a total cost of
approximately $1.224 billion.  At Sept. 30, 2007, approximately
$156 million remained available under the company's previously
approved share repurchase authorization.  Starwood had
approximately 201 million shares outstanding (including
partnership units) at Sept. 30, 2007.

                          Balance Sheet

At Sept. 30, 2007, the company had total debt of $3.162 billion
and cash and cash equivalents (including $227 million of
restricted cash) of $408 million, or net debt of $2.754 billion,
compared to net debt of $2.465 billion at the end of the second
quarter of 2007.  The increase in net debt at Sept. 30, 2007, is
primarily due to the share repurchases discussed above.

In September 2007, the company completed a $400 million senior
debt offering.  This debt has a fixed interest rate of 6.25% and
matures in 2013.  The proceeds from this debt offering were used
to pay down the company's revolving credit facility.

At Sept. 30, 2007, debt was approximately 46% fixed rate and 54%
floating rate and its weighted average maturity was 4.5 years with
a weighted average interest rate of 6.83%.  The company had cash
(including total restricted cash) and availability under domestic
and international revolving credit facilities of approximately
$2.196 billion.  Availability under domestic and international
revolving credit facilities, not including cash and cash
equivalents, was $1.788 billion.

                       Nine Months Results

Net income was $396 million compared to $840 million in 2006.  
Excluding special items, income from continuing operations was
$425 million compared to $408 million in 2006.  Special items in
2007 net to a charge of $28 million primarily due to the
accelerated depreciation of fixed assets at the Sheraton Bal
Harbor.  Special items in 2006 net to a $504 million benefit
primarily due to significant one-time income tax benefits realized
in connection with the sale of a portfolio of 33 hotels.  Total
company adjusted EBITDA, which was impacted by the sale of 49
hotels since the beginning of 2006, was $995 million compared to
$926 million in 2006.

                     About Starwood Hotels

Headquartered in White Plains, New York, Starwood Hotels & Resorts
Worldwide, Inc. -- http://www.starwoodhotels.com/-- is one of the  
leading hotel and leisure companies in the world with  
approximately 900 properties in more than 100 countries and
155,000 employees at its owned and managed properties.  
Starwood(R) Hotels is a fully integrated owner, operator and
franchisor of hotels and resorts with the following
internationally renowned brands: St. Regis(R), The Luxury  
Collection(R), W(R), Westin(R), Le Meridien(R), Sheraton(R), Four
Points(R) by Sheraton, aloft(SM), and Element(SM).  Starwood
Hotels also owns Starwood Vacation Ownership Inc., one of the
premier developers and operators of high quality vacation interval
ownership resorts.

                          *     *     *

As reported in the Troubled Company Reporter on Sept. 11, 2007,
Moody's Investors Service assigned (P)Ba1, (P)Ba2 to the company's
subordinated and preferred debt shelf, respectively.  The rating
outlook is stable.


STATIC RESIDENTIAL: Moody's Junks Ratings on Two Note Classes
-------------------------------------------------------------
Moody's Investors Service downgraded and placed on review for
possible downgrade these notes issued by Static Residential CDO
2006-B Ltd.:

   -- $500,000,000 Class A-l(a) Floating Rate Notes, due 2037

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

Moody's also Downgrades and Places on review for possible
downgrade these notes:

   -- $145,000,000 Class A-l(b) Floating Rate Notes, due 2037

      Prior Rating: Aaa, on review for possible downgrade
      Current Rating: Baa1, on review for possible downgrade

   -- $110,000,000 Class A-2 Floating Rate Notes, due 2037

      Prior Rating: Aaa, on review for possible downgrade
      Current Rating: Baa2, on review for possible downgrade

   -- $80,000,000 Class B-l Floating Rate Notes, due 2037

      Prior Rating: Aa1, on review for possible downgrade
      Current Rating: Ba1, on review for possible downgrade

   -- $35,000,000 Class B-2 Deferrable Interest Floating Rate
      Notes, due 2037

      Prior Rating: Aa3, on review for possible downgrade
      Current Rating: Ba3, on review for possible downgrade

Moody's Downgrades these Notes:

   -- $40,000,000 Class C Deferrable Interest Floating Rate
      Notes, due 2037

      Prior Rating: Ba1
      Current Rating: Ca

   -- $40,000,000 Class D Deferrable Interest Floating Rate
      Notes, due 2037

      Prior Rating: Ba3
      Current Rating: Ca

According to Moody's, the rating actions are the result of
deterioration in the credit quality of the transaction's
underlying collateral pool, which consists primarily of subprime
RMBS securities.


STELCO INC: Shareholders Approve Acquisition by U.S. Steel
----------------------------------------------------------
At the special meeting of shareholders held Oct. 26, 2007, the
shareholders of Stelco Inc. approved the arrangement of the
Corporation under section 192 of the Canada Business Corporations
Act involving the acquisition by an indirect wholly-owned
subsidiary of United States Steel Corporation of all of the common
shares of Stelco.  The Arrangement was approved by approximately
99.99% of the votes cast at the special meeting.  Subject to the
satisfaction of the remaining conditions to the Arrangement,
including the final order of the Court at the hearing scheduled
for today, Oct. 30, 2007, it is anticipated that the completion of
the Arrangement will occur on or about Oct. 31, 2007.

                          About Stelco

Headquartered in Hamilton, Ontario, Stelco Inc. (TSX: STE)
-- http://www.stelco.ca/ -- is one of Canada's largest steel   
companies.  It is focused on its two Ontario-based integrated
steel businesses located in Hamilton and in Nanticoke.  These
operations produce hot rolled, cold rolled, coated sheet and bar
products.  On April 1, 2006, Stelco Inc. emerged from CCAA
restructuring.

At Sept. 30, 2007, Stelco Inc.'s consolidated balance sheet showed
total assets of $2.6 billion and total liabilities of
$2.7 billion, resulting in a $64 million shareholders' deficit.


STEVEN DUDLEY: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Steven J. Dudley
        dba Virginia's Steakhouse & Lodge
        18044 CR 501
        Bayfield, CO 81122

Bankruptcy Case No.: 07-22222

Chapter 11 Petition Date: October 24, 2007

Court: District of Colorado (Denver)

Judge: Elizabeth E. Brown

Debtor's Counsel: Lee M. Kutner, Esq.
                  303 East 17th Avenue
                  Suite 500
                  Denver, CO 80203
                  Tel: (303) 832-2400

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's list of its 20 Largest Unsecured Creditors:

   Entity                       Nature of Claim     Claim Amount
   ------                       ---------------     ------------
Virginia Jackson                Loan                    $161,834
P.O. Box 1652
Wickenburg, AZ 85358

The Brokerage, LLC              Trade debt               $45,000
10 Town Plaza #168

La Plata County Treasurer       Taxes                     $9,309
P.O. Box 99
Durango, CO 81302

US Bank                         Trade debt                $7,811

IRS-US Treasury                 Taxes                     $7,709

Bank of America                 Trade debt                $6,425

Farm Bureau Financial Services  Trade debt                $5,232

Mesa Propane Restaurant         Trade debt                $5,045

GE Money Bank                   Trade debt                $3,047

Capital One                     Trade debt                $1,396

LaPlata Electric                Trade debt                $1,230

ASCAP                           Trade debt                $1,092

Four Corners Distributing       Trade debt                  $782

WCA Waste Corporation           Trade debt                  $628

AT&T                            Trade debt                  $559

A & L Coors                     Trade debt                  $463

Southwestern Beverage           Trade debt                  $338

Claude Decker Water Pipeline    Trade debt                  $300

American Waste Removal          Trade debt                  $260

B & F Welding                   Trade debt                  $228


SWEET TRADITIONS: Court Gives Final Nod on $700,000 DIP Financing
-----------------------------------------------------------------
The Honorable Kathy A. Surratt-States of the U.S. Bankruptcy Court
for the Eastern District of Illinois issued a final order granting
the request of Sweet Traditions LLC and Sweet Traditions of
Illinois LLC to obtain $700,000 in postpetition financing from
Allied Capital Corp.  The Court also gave the Debtors permission
to use Allied's cash collateral.

As adequate protection, the Debtors grant to Allied a continuing
replacement lien and security interest in all postpetition
property of the Debtors.

As reported in the Troubled Company Reporter on Oct. 4, 2007, the
Debtors' Official Committee of Unsecured Creditors opposed the
entry of an order granting final approval of the Debtors' motion
to obtain $700,000 in postpetition financing from Allied, stating
that the agreement lacks clear and detailed explanation of some
basic terms like nature of the facility as a revolving line or
single advance, applicable interest rates, repayment of the
facility, and maturity date.  Additionally, the credit agreement
prohibits the Debtors from engaging in any merger or consolidation
with any entity, which provision, the Committee contends, would
eliminate some potential options of the Debtors to reorganize the
bankruptcy estate.

                     About Sweet Traditions

Saint Louis, Missouri-based Sweet Traditions, L.L.C. --
http://www.sweettraditions.com/-- and its debtor-affiliate, Sweet  
Traditions of Illinois, L.L.C., are franchisees of Krispy Kreme
Doughnuts, Inc, which owns, operates and franchises specialty
retail stores offering doughnuts.

The Debtors filed for Chapter 11 bankruptcy protection on Sept. 4,
2007 (E.D. Missouri Case Nos. 07-45787 and 07-45789).  David A.
Warfield, Esq. and Laura Toledo, Esq. at Blackwell Sanders, L.L.P.
represent the Debtors in their restructuring efforts.  Jonathan
Margolies, Esq. at Shughart Thomson & Kilroy, PC is counsel to the
Debtors' Official Joint Committee of Unsecured Creditors.  The
Debtors' schedules disclosed total assets of $9,391,175 and total
liabilities of $51,552,132.


TEPPCO PARTNERS: Earns $47.6 Million in 3rd Quarter Ended Sept. 30
------------------------------------------------------------------
TEPPCO Partners L.P. reported third quarter net income of
$47.6 million, compared with net income of $41.1 million for the
third quarter of 2006.  Earnings before interest, taxes,
depreciation and amortization increased to $114.4 million for the
third quarter of 2007, an increase of 13% percent compared with
$101.6 million for the third quarter of 2006.

Net income for the nine months ended Sept. 30, 2007, was
$233.6 million, compared with $145.5 million for the nine months
ended Sept. 30, 2006.  Net income for the nine months ended
Sept. 30, 2007, includes a $59.6 million gain on the sale of
TEPPCO's ownership interests in Mont Belvieu Storage Partners,
L.P. and Mont Belvieu Venture LLC (collectively, MBSP), required
by the Federal Trade Commission, and an $18.7 million gain on the
sales of other assets, all of which occurred during the first
quarter of 2007.  Net income for the nine months ended Sept. 30,
2006, includes $19.3 million of gains on the sales of assets,
primarily related to the sale of the Pioneer gas processing plant
in March 2006.  The 2006 period also included $1.5 million of
income from the Pioneer plant, which was accounted for as
discontinued operations prior to the sale.  

Income from continuing operations increased $107.5 million to
$233.6 million for the first nine months of 2007, compared with
$126.1 million for the same period in 2006.  Excluding the gains
on the sale of the interests in MBSP and other assets, income from
continuing operations increased $30.6 million to $155.3 million
for the first nine months of 2007, compared with $124.7 million
for the first nine months of 2006.

EBITDA from continuing operations was $420.6 million for the first
nine months of 2007, compared with $298.5 million for the first
nine months of 2006.  EBITDA from continuing operations, excluding
gains from the sale of MBSP and other assets, was $342.3 million
for the first nine months of 2007, compared with $298.7 million
for the first nine months of 2006.  

"I am pleased to report that each of our business segments
reported increases in performance compared to the prior year third
quarter, which led to overall record third quarter earnings for
TEPPCO," said Jerry E. Thompson, president and chief executive
officer of the general partner of TEPPCO.  "This is our fifth
consecutive quarter that we have reported a record.  Increased
transportation demand for diesel fuel and gasoline to the Midwest
and continued volume growth on the Jonah Gas Gathering system were
the largest contributors to our record performance for the third
quarter."

Thompson added, "Earlier this month, we were pleased to announce a
second distribution increase in 2007 to our unitholders, bringing
the annualized distribution rate to $2.78 per unit, which
represents a 3% increase from the annualized distribution rate a
year ago.  We have some very exciting organic growth initiatives
under way, including the Motiva products terminal in Port Arthur,
new terminal construction in Boligee, Alabama and new tanks in
Cushing, Oklahoma, as well as our ongoing expansions in the Jonah
field.  These projects, along with many smaller strategic organic
projects and acquisitions, are key to increasing future
distributable cash flow for TEPPCO.  Our planned capital spending
in 2007, including our cash contributions to the Jonah joint
venture, remains on target with our previous estimate of
approximately $460 million.  Approximately $410 million of this
amount is planned to be spent on organic growth projects that
support our focus on generating stable, fee-based cash flows."

Total debt outstanding at Sept. 30, 2007, was approximately
$1.8 billion, with remaining liquidity of approximately $300
million under the partnership's $700 million credit facility.
During the nine months ended Sept. 30, 2007, TEPPCO spent
$122.3 million on revenue-generating projects in addition to
$127.8 million of investment for its share of capital expenditures
primarily related to the Jonah Phase V expansion, and
$41.9 million on capital spending to maintain existing assets.

At Sept. 30, 2007, the partnership's condensed balance sheet
showed $4.467 billion in total assets, $3.137 billion in total
liabilities, and $1.330 billion in total partners' capital.

                      About TEPPCO Partners

Headquartered in Houston, TEPPCO Partners L.P. (NYSE: TPP) --
http://www.teppco.com/-- is a publicly traded partnership with an  
enterprise value of approximately $5 billion, which conducts
business through various subsidiary operating companies.  TEPPCO
owns and operates one of the largest common carrier pipelines of
refined petroleum products and liquefied petroleum gases in the
United States; owns and operates petrochemical and natural gas
liquid pipelines; is engaged in transportation, storage, gathering
and marketing of crude oil; owns and operates natural gas
gathering systems; and has ownership interests in Jonah Gas
Gathering Company, Seaway Crude Pipeline Company, Centennial
Pipeline LLC, and an undivided ownership interest in the Basin
Pipeline.  Texas Eastern Products Pipeline Company LLC, the
general partner of TEPPCO Partners L.P., is owned by Enterprise GP
Holdings L.P. (NYSE: EPE), which also owns the general partner of
Enterprise Products Partners L.P. (NYSE: EPD).

                          *     *     *

Teppco Partners LP carries Fitch's 'BB+' Jr. Subordinated Debt
rating which was assigned on Oct. 26, 2007.


TESORO CORP: Tender Offering Cues Moody's Developing Outlook
------------------------------------------------------------
Moody's changed its outlook on Tesoro Corporation's ratings (Ba1
corporate family rating, Ba1 senior unsecured notes rating, and
Baa1 senior secured credit facility rating) to developing from
positive following Tracinda Corporation's announcement today that
it is making a cash tender offer for an additional 16% of TSO's
outstanding common stock at approximately a 12% premium from the
prior closing price. Tracinda Corporation, of which Kirk Kerkorian
is the sole shareholder, currently owns about 4% of TSO's
outstanding shares.

The change in outlook reflects the uncertainty regarding
Tracinda's impact on the potential future direction of the
company.  The developing outlook considers the range of potential
outcomes and the ramifications for the company's debt holders.  
The outlook indicates prospects in the near-to-medium term,
depending on specific outcomes in that timeframe, of either a
downgrade or a stable outlook, and also recognizes the prospect of
a positive outlook if there is clear evidence that there is no
change in strategy or financial policy.

In resolving the developing outlook, Moody's expects to meet with
management to gain greater clarity on management's plans and to
better understand Tracinda's intention.

Tesoro Corporation is headquartered in San Antonio, Texas.


TORO ABS: Moody's Cuts Ratings on Two Note Classes to Low-B
-----------------------------------------------------------
Moody's Investors Service placed these notes issued by Toro ABS
CDO II, Ltd. on review for possible downgrade:

   -- $56,000,000 Class A-2 Second Priority Senior Secured
      Floating Rate Notes Due June 2043

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

   -- $24,000,000 Class B Third Priority Senior Secured
      Floating Rate Notes Due June 2043

      Prior Rating: Aa2
      Current Rating: Aa2, on review for possible downgrade

   -- $7,000,000 Class C Fourth Priority Senior Secured
      Floating Rate Notes Due June 2043

      Prior Rating: Aa3
      Current Rating: Aa3, on review for possible downgrade

   -- $9,000,000 Class D Fifth Priority Mezzanine Secured
      Deferrable Floating Rate Notes Due June 2043

      Prior Rating: A2
      Current Rating: A2, on review for possible downgrade

In addition Moody's also announced that it has downgraded and left
on review for possible downgrade these notes:

   -- $10,500,000 Class E Sixth Priority Mezzanine Secured
      Deferrable Floating Rate Notes Due June 2043

      Prior Rating: Baa2
      Current Rating: Ba2, on review for possible downgrade

   -- $4,000,000 Class F Seventh Priority Mezzanine Deferrable
      Floating Rate Notes Due June 2043

      Prior Rating: Ba1
      Current Rating: B1, on review for possible downgrade

According to Moody's, the rating actions are the result of
deterioration in the credit quality of the transaction's
underlying collateral pool, which consists primarily of structured
finance securities.


TRIAD FINANCIAL: Moody's Reviews Ratings and May Downgrade
----------------------------------------------------------
Moody's Investors Service placed the ratings of Triad Financial
Corp. (Corporate Family Rating B2, senior unsecured notes B3)
under review for possible downgrade.

The review for downgrade relates to the challenging funding and
liquidity situation faced by the company, which derives the great
majority of its funding from secured warehouse facilities and term
securitization markets.

Moody's notes that Triad's $750 million warehouse credit facility
with Goldman, Sachs & Co. has a maturity date of Oct. 28, 2007.  
If this facility is not renewed, Triad would need to refinance
outstandings under this facility via additional borrowing under
the company's other warehouse facility, a $750 million facility
from Citibank that matures April 29, 2009.

This would leave limited availability under the Citibank facility
and would compel Triad to execute a term ABS transaction in the
near term to free up capacity under the Citibank warehouse
facility to provide for funding of loan originations.  Triad would
also be compelled to replace the Goldman facility with a new
facility from another bank or increase the frequency of its term
ABS transactions.

During its review Moody's will focus on Triad's near-term funding
and liquidity profile, including, if necessary, its success in
executing a term securitization transaction and in implementing a
new warehouse credit facility.  Moody's will also focus on the
company's longer-term funding and liquidity strategy, as well as
its prospects for strengthening its leverage profile, core
profitability, and asset quality.

Based in Huntington Beach, California, Triad is an auto finance
company that operates primarily in the sub-prime segment of the
market.  The company had $4.3 billion in managed receivables as of
June 30, 2007.


US CMBS: Fitch Takes Rating Actions on Small Balance Bonds
----------------------------------------------------------
Following a review of various small balance U.S. CMBS transactions
containing significant defaults, Fitch Ratings downgraded these
small balance bonds:

CBA Commercial Series 2005-1

   -- $5.1 million class M-5 to 'BB' from 'BBB-';

CBAC Series 2006-1

   -- $1.9 million class M-5 to 'B' from 'BB+';

LaSalle Commercial Mortgage Securities (LASL) Series 2006-MF2

   -- $5 million class F to 'BB' from 'BBB-';
   -- $5.6 million class G to 'BB-' from 'BB+';
   -- $3.1 million class H to 'B' from 'BB';
   -- $1.9 million class J to 'B-' from 'BB-';
   -- $1.2 million class K to 'CCC/DR1' from 'B+';
   -- $1.9 million class L to 'CC/DR3' from 'B';
   -- $1.2 million class M to 'C/DR6' from B-'.

LASL Series 2006-MF3

   -- $6.9 million class G to 'BB' from 'BB+';
   -- $2.5 million class H to 'BB-' from 'BB';
   -- $1.9 million class J to 'B+' from 'BB-';
   -- $1.2 million class K to 'B' from 'B+';
   -- $2.5 million class L to 'B-' from 'B';
   -- $1.2 million class M to 'CCC/DR1' from 'B-'.

LASL Series 2006-MF4

   -- $2.5 million class H to 'BB-' from 'BB';
   -- $1.7 million class J to 'B+' from 'BB-';
   -- $1.7 million class K to 'B' from 'B+';
   -- $1.1 million class L to 'B-' from 'B';
   -- $564,000 class M to 'CCC/DR1' from 'B-'.

In addition, Fitch affirmed these classes:

CBAC Series 2004-1

   -- $27.5 million class A-1 at 'AAA';
   -- $12 million class A-2 at 'AAA';
   -- $6.5 million class A-3 at 'AAA';
   -- Interest only class IO at 'AAA';
   -- $2.9 million class M-1 'AAA';
   -- $3.6 million class M-2 'AA+';
   -- $3.7 million class M-3 at 'BBB+';
   -- $770,000 class M-5 at 'BB'.

CBAC Series 2005-1

   -- $117.5 million class A at 'AAA';
   -- Interest only class X-1 at 'AAA';
   -- Interest only class X-2 at 'AAA';
   -- $7.5 million class M-1 at 'AA';
   -- $5.6 million class M-2 at 'A';
   -- $2.7 million class M-3 at 'A-';
   -- $3.8 million class M-4 at 'BBB+'.

CBAC Series 2006-1

   -- $119.1 million class A at 'AAA';
   -- Interest only class X-1 at 'AAA';
   -- $4.6 million class M-1 at 'AA';
   -- $4.6 million class M-2 at 'A';
   -- $5 million class M-3 at 'BBB';
   -- $2.9 million class M-4 at 'BBB-'.

CBAC Series 2006-2

   -- $104.4 million class A at 'AAA';
   -- Interest only class X-1 at 'AAA';
   -- $3.8 million class M-1 at 'AA';
   -- $4.9 million class M-2 at 'A-';
   -- $2.8 million class M-3 at 'BBB';
   -- $2.3 million class M-4 at 'BBB-';
   -- $1.1 million class M-5 at 'BB+'.

LASL Series 2006-MF2

   -- $384.2 million class A-1 at 'AAA';
   -- Interest only class X at 'AAA';
   -- $8.7 million class B at 'AA';
   -- $12.5 million class C at 'A';
   -- $8.1 million class D at 'BBB+;
   -- $3.7 million class E at 'BBB'.

LASL Series 2006-MF3

   -- $403.1 million class A at 'AAA';
   -- Interest only class X at 'AAA';
   -- $8 million class B at 'AA';
   -- $12.9 million class C at 'A';
   -- $8 million class D at 'BBB+';
   -- $3.7 million class E at 'BBB';
   -- $4.9 million class F at 'BBB-'.

LASL Series 2006-MF4

   -- $378.5 million class A at 'AAA';
   -- Interest only class X at 'AAA';
   -- $7.9 million class B at 'AA';
   -- $11.8 million class C at 'A';
   -- $9 million class D at 'BBB+';
   -- $2.3 million class E at 'BBB';
   -- $4.5 million class F at 'BBB-'
   -- $7.9 million class G at 'BB+'.

LASL Series 2007-MF5

   -- $423.5 million class A at 'AAA';
   -- Interest only class X at 'AAA';
   -- $9.2 million class B at 'AA';
   -- $13.4 million class C at 'A';
   -- $8.5 million class D at 'BBB+';
   -- $3 million class E at 'BBB';
   -- $4.9 million class F at 'BBB-';
   -- $7.3 million class G at 'BB+';
   -- $2.4 million class H at 'BB';
   -- $1.8 million class J at 'BB-';
   -- $1.8 million class K at 'B+';
   -- $1.2 million class L at 'B';
   -- $610,000 class M at 'B-'.

Fitch placed eight small balance CMBS deals 'Under Analysis' this
month through its SMARTView process due to increasing
delinquencies in these transactions.  Delinquencies in small
balance U.S. CMBS have been higher than expected, prompting Fitch
to undertake a review of its small balance transactions that may
be credit impaired.  The actions here relate to all of the Fitch
rated small balance transactions of these two issuers.

In estimating loan losses, Fitch reviewed recent evaluations or
appraisals provided by the special servicers, and applied haircuts
to determine Fitch's expected loss.  These losses were then
applied to the individual transactions per the documents and new
credit enhancement levels were calculated.

The transactions are collateralized by small balance commercial
loans secured by multifamily, retail, office, and mixed use
properties.  The loans are smaller than typical CMBS loans and in
some instances are not structured as single purpose entities and
are full recourse.

A high proportion of the transactions have upcoming adjustable-
rate mortage resets.


VERTICAL ABS: Moody's Lowers Rating on Class B Notes to Ba2
-----------------------------------------------------------
Moody's Investors Service placed these notes issued by Vertical
ABS CDO 2006-1, Ltd. on review for possible downgrade:

   -- $56,000,000 Class A1 Senior Secured Floating Rate Notes
      Due 2046

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

   -- $108,500,000 Class A2 Senior Secured Floating Rate Notes
      Due 2046

      Prior Rating: Aa2
      Current Rating: Aa2, on review for possible downgrade

In addition Moody's also announced that it has downgraded and left
on review for possible downgrade these notes:

   -- $31,000,000 Class A3 Secured Deferrable Interest Floating
      Rate Notes Due 2046

      Prior Rating: A2
      Current Rating: Baa2, on review for possible downgrade

   -- $29,000,000 Class B Mezzanine Secured Deferrable Interest
      Floating Rate Notes Due 2046

      Prior Rating: Baa2
      Current Rating: Ba2, on review for possible downgrade

According to Moody's, the rating actions are the result of
deterioration in the credit quality of the transaction's
underlying collateral pool, which consists primarily of structured
finance securities.


VISTA HOSPITAL: Plan Admin. Wants to Make Final Distribution
------------------------------------------------------------
Development Specialists, Inc., the plan administrator of Vista
Hospital Systems, Inc. and its debtor-affiliates' liquidation,
asks authority from the Honorable David N. Naugle of the U.S.
Bankruptcy Court for the Central District of California to make a
first and final pro rata distribution to holders of allowed
unsecured claims asserted against the Debtors.

The plan administrator also amended a list of scheduled claims
reflecting pre-bankruptcy filing obligations under exectuory
contracts or unexpired leases that were assumed by the Debtors and
assigned to UHS Corona, Inc., the buyer of the Debtors' assets.  
Pursuant to the amendment, the plan administrator effectively
deletes each of the scheduled claims and subsequently asks the
Court to strike out the claims from the schedules.

The plan administrator also asks the Court to disallow a list of
scheduled claims, the holders of whom the plan administrator has
obtained a default judgment against in a preference action.

A hearing of the plan administrator's request will be held before
Judge Naugle on Dec. 4, 2007, at 9:00 a.m., at the U.S. Bankruptcy
Court, Courtroom 304, 3420 Twelfth Street, Riverside, California.  
Holders of claims objecting to the amendments must file their
objections 14 days before the hearing date.


VISTA HOSPITAL: Plan Administrator Wants Escrow Funds Released
--------------------------------------------------------------
BETA Healthcare Group Risk Management Authority and Development
Specialists, Inc., the plan administrator for Vista Hospital
Systems, Inc. and its debtor-affiliates' liquidation, ask
authority from the U.S. Bankruptcy Court for the Central District
of California to release from escrow the balance of the reserve
fund established to fund the Debtors' obligations to BETA,
pursuant to the Debtors' second amended joint plan of liquidation.

The hearing on the movant's request about the reserve fund will be
held on Dec. 4, 2007, at 9:00 a.m., in Courtroom 304 of the U.S.
Bankruptcy Court, 3420 Twelfth Street, Riverside, California.

Objections to the request must file and serve a written statement
of all reasons in opposition not less than 14 days before the
hearing.


WELLS FARGO: Fitch Holds and Cuts Ratings on $81.7 Mil. Certs.
--------------------------------------------------------------
Fitch Ratings took these rating actions on Wells Fargo Home Equity
asset-backed certificates.  Affirmations total $1.13 billion and
downgrades total $81.7 million.  Break Loss percentages and Loss
Coverage Ratios for each class is included with the rating actions
as:

Wells Fargo, series 2005-1

   -- $220.8 million class A affirmed at 'AAA' (BL: 55.24, LCR:
      10.69);

   -- $32 million class M-1 affirmed at 'AA+' (BL: 43.47, LCR:
      8.41);

   -- $30.1 million class M-2 affirmed at 'AA+' (BL: 36.34,
      LCR: 7.03);
   -- $18.2 million class M-3 affirmed at 'AA' (BL: 17.17, LCR:
      3.32);

   -- $15.7 million class M-4 affirmed at 'AA' (BL: 15.15, LCR:
      2.93);

   -- $14.4 million class M-5 affirmed at 'AA-' (BL: 13.05,
      LCR: 2.55);

   -- $12.6 million class M-6 affirmed at 'A+' (BL: 10.86, LCR:
      2.1);

   -- $12.6 million class M-7 affirmed at 'A' (BL: 9.50, LCR:
      1.84);

   -- $8.8 million class M-8 affirmed at 'A-' (BL: 8.55, LCR:
      1.65);

   -- $12.6 million class M-9 affirmed at 'BBB+' (BL: 7.19,
      LCR: 1.39);

   -- $12.6 million class M-10 downgraded to 'BBB-' from 'BBB'
      (BL: 5.89, LCR: 1.14);

   -- $7.5 million class M-11 downgraded to 'BB' from 'BBB-'
      (BL: 5.25, LCR: 1.02);

   -- $9.4 million class M-12 downgraded to 'BB-' from 'BB+'
      (BL: 4.74, LCR: 0.92);

   -- $5 million class M-13 downgraded to 'BB-' from 'BB' (BL:
      4.69, LCR: 0.91).

Deal Summary

   -- Originators: (100% Wells Fargo);
   -- 60+ day Delinquency: 18.68%;
   -- Realized Losses to date (% of Original Balance): 0.27%;
   -- Expected Remaining Losses (% of Current Balance): 5.17%;
   -- Cumulative Expected Losses (% of Original Balance):
      2.02%.

Wells Fargo, series 2005-2

   -- $215.7 million class A affirmed at 'AAA' (BL: 45.93, LCR:
      7.2);

   -- $22.7 million class M-1 affirmed at 'AA+' (BL: 38.97,
      LCR: 6.11);

   -- $15.7 million class M-2 affirmed at 'AA+' (BL: 34.75,
      LCR: 5.45);

   -- $15.3 million class M-3 affirmed at 'AA' (BL: 30.62, LCR:
      4.8);

   -- $14.9 million class M-4 affirmed at 'AA' (BL: 26.59, LCR:
      4.17);

   -- $9.2 million class M-5 affirmed at 'AA-' (BL: 23.03, LCR:
      3.61);

   -- $13.5 million class M-6 affirmed at 'A+' (BL: 19.85, LCR:
      3.11);

   -- $9.6 million class M-7 affirmed at 'A' (BL: 9.56, LCR:
      1.5);

   -- $7.4 million class M-8 downgraded to 'BBB+' from 'A-'
      (BL: 8.54, LCR: 1.34);

   -- $8.7 million class M-9 downgraded to 'BBB-' from 'BBB+'
      (BL: 7.36, LCR: 1.15);

   -- $8.7 million class M-10 downgraded to 'BB' from 'BBB'
      (BL: 6.18, LCR: 0.97);

   -- $6.1 million class M-11 downgraded to 'B+' from 'BBB-'
      (BL: 5.37, LCR: 0.84);

   -- $8.7 million class M-12 downgraded to 'CC/DR2' from
      'BB+';

   -- $7.4 million class M-13 downgraded to 'CC/DR2' from 'BB'.

Deal Summary

   -- Originators: (100% Wells Fargo);
   -- 60+ day Delinquency: 17.22%;
   -- Realized Losses to date (% of Original Balance): 0.30%;
   -- Expected Remaining Losses (% of Current Balance): 6.38%;
   -- Cumulative Expected Losses (% of Original Balance):
      3.03%.

Wells Fargo, series 2005-4

   -- $435.6 million class A affirmed at 'AAA' (BL: 30.55, LCR:
      6.97);

Deal Summary

   -- Originators: (100% Wells Fargo);
   -- 60+ day Delinquency: 12.05%;
   -- Realized Losses to date (% of Original Balance): 0.20%;
   -- Expected Remaining Losses (% of Current Balance): 4.38;
   -- Cumulative Expected Losses (% of Original Balance):
      3.08%.

The rating actions are based on changes that Fitch has made to its
subprime loss forecasting assumptions.  The updated assumptions
better capture the deteriorating performance of pools from 2006
and late 2005 with regard to continued poor loan performance and
home price weakness.

   -- 'Downgrade Criteria for Recent Vintage U.S. Subprime
      RMBS' (Aug. 8, 2007);

   -- 'U.S. Subprime RMBS/HEL Upgrade/Downgrade Criteria'
      (June 12, 2007).


WEST TRADE: Moody's Cuts Ratings on Two Note Classes to Low-B
-------------------------------------------------------------
Moody's Investors Service placed these notes issued by West Trade
Funding CDO I LTD. on review for possible downgrade:

   -- $60,000,000 Class A-2 Floating Rate Second Priority
      Senior Secured Notes Due 2044

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

   -- $52,500,000 Class B Floating Rate Third Priority Senior
      Secured Notes Due 2044

      Prior Rating: Aa2
      Current Rating: Aa2, on review for possible downgrade

   -- $13,500,000 Class C Floating Rate Fourth Priority Senior
      Secured Deferrable Notes Due 2044

      Prior Rating: A2
      Current Rating: A2, on review for possible downgrade

In addition Moody's also announced that it has downgraded and left
on review for possible downgrade these notes:

   -- $11,300,000 Class D Floating Rate Mezzanine Secured
      Deferrable Notes Due 2044

      Prior Rating: Baa2
      Current Rating: Ba2, on review for possible downgrade

   -- $6,000,000 Class E Floating Rate Mezzanine Deferrable
      Notes Due 2044

      Prior Rating: Ba1
      Current Rating: B1, on review for possible downgrade

According to Moody's, the rating actions are the result of
deterioration in the credit quality of the transaction's
underlying collateral pool, which consists primarily of structured
finance securities.


WHEELING-PITTSBURGH: Esmark Merger Consideration Set on Nov. 27
---------------------------------------------------------------
Wheeling-Pittsburgh Corporation has scheduled a special meeting of
its stockholders to consider and vote upon the proposed business
combination with Esmark Incorporated for Tuesday, November 27 at
9:00 am ET at:

     Hyatt Regency Hotel
     Pittsburgh International Airport
     1111 Airport Boulevard
     Pittsburgh, PA 15231

This action follows the notice from the Securities and Exchange
Commission that the registration statement relating to the
combination was declared effective.
    
The record date for merger vote eligibility is Oct. 3, 2007. The
deadline for stockholders to make elections with respect to the
type of consideration they receive in the combination will be 5:00
p.m., Pittsburgh time, on Nov. 15, 2007.

In connection with the combination, each Wheeling-Pittsburgh
stockholder as of the election deadline will have the option to
elect to receive one of these for their shares of Wheeling-
Pittsburgh common stock:

   1) the right to elect to receive $20 per share in cash, a
      "put right";

   2) a share for share exchange in the parent company of
      Wheeling-Pittsburgh and Esmark after the combination
      plus a right to purchase newly issued shares of New
      Esmark common stock at $19 per share, a "purchase right";
      or

   3) a share for share exchange for New Esmark common stock.

The deadline for stockholders electing put rights or purchase
rights to exercise those rights will be 5:00 p.m., Pittsburgh
time, Monday, Nov. 26, 2007, the day before the special meeting.

The put rights and purchase rights remain subject to the caps.
    
Wheeling-Pittsburgh and Esmark entered into a definitive merger
agreement on March 16, 2007 which was amended on October 22
relative to the timing of purchase and put right elections.  The
combination is subject to customary closing conditions, including
requisite approvals by the stockholders of both companies.

The parties expect to close the proposed combination soon after
the date of the Wheeling-Pittsburgh special meeting.
    
                   About Esmark Incorporated

Headquartered in Chicago Heights, Illinois, Esmark Incorporated --
http://www.esmark.com/-- is using steel to build its fortune.    
The company was formed in 2003 and has acquired steel companies
located throughout the Eastern half of the US since then.  
Esmark's subsidiaries are mostly steel service centers like
Electric Coating Technologies, Sun Steel, Century Steel, and Miami
Valley Steel Service.  The company also works closely with
European steel-making giant Ferrostaal on a trading joint venture
called United Steel Group.  

                 About Wheeling-Pittsburgh Corp.
    
Based in Wheeling, West Virginia, Wheeling-Pittsburgh Corp.
(NasdaqGM: WPSC) -- http://www.wpsc.com/-- is a steel company
engaged in the making, processing and fabrication of steel and
steel products using both integrated and electric arc furnace
technology.  The company manufactures and sells hot rolled, cold
rolled, galvanized, pre-painted and tin mill sheet products.  The
company also produces a variety of steel products including roll
formed corrugated roofing, roof deck, floor deck, bridgeform and
other products used by the construction, highway and agricultural
markets.

                       Going Concern Doubt

PricewaterhouseCoopers LLP, in Pittsburgh, expressed substantial
doubt about Wheeling Pittsburgh Corp.'s ability to continue as a
going concern on Aug. 9, 2007, in its report on the consolidated
financial statements included it the company's 10K/A for the year
ended Dec. 31, 2006.  The auditing firm reported that the company
has suffered losses from operations and had negative operating
cash flows in the first half of 2007.


WHITLATCH & CO: U.S. Trustee Wants Ch. 11 Case Converted to Ch. 7
-----------------------------------------------------------------
Haboo G. Fokkena, U.S. Trustee for Region 9, asks U.S. Bankruptcy
Court for the Northern District of Ohio to convert Whitlatch &
Co.'s Chapter 11 case into a Chapter 7 proceeding, or, in the
alternative, dismiss the Debtor's Chapter 11 case.

The Trustee tells the Court that the Debtor has terminated all
employees and is no longer operating its business.  The Debtor has
no potential source of funds from which it may be able to resume
operations.  Without any operating funds to maintain the Debtor's
properties, the value of the estate is diminishing and the Debtor
has no likelihood of rehabilitating.

On Oct. 23, 2007, the Court stated that the Debtor's use of cash
collateral, which was granted on an interim basis on Oct. 9, 2007,
was no longer needed.

The Court is set to hear the U.S. Trustee's request at 9:30 a.m.
on Nov. 15, 2007, at 260 Fed Building in Akron, Ohio.  Objections
are due by Nov. 12, 2007.

Headquartered in Twinsberg, Ohio, Whitlatch & Co. --
http://www.whitlatch.com/-- builds homes and condominiums and  
sells them through independent third-party contractors, primarily
Realty One.  Currently, the company is building new homes in five
planned residential communities in Cuyohoga, Lorain and Summit
Counties.  Each community is financed by a separate bank under
mortgage development and construction loans.

The company filed for chapter 11 protection on Sept. 14, 2007
(Bankr. N.D. Ohio Case No. 07-52975).  James W. Ehrman, Esq., at
Kohrman Jackson & Krantz, PLL represents the Debtor in its
restructuring efforts.  When the Debtor filed for bankruptcy, it
listed total assets of $13,445,997 and total debts of $11,561,613.


WILD WEST: Can Borrow Up to $200,000 from Bank Lender's DIP Fund
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Kansas raised Wild
West World LLC's borrowing limit to $200,000 in a stipulated order
amending an initial financing order entered on Aug. 27, 2007.  

The Court had previously given the Debtor approval to borrow up to
$100,000 in postpetition financing from First National Bank of
Southern Kansas and its loan participants.

The Debtor had asked the Court to amend its initial financing
order and raise the debt limit in order to have more funds for the
continued administration of its estate.

Headquartered in Valley Center, Kansas, Wild West World LLC
operates an amusement park business.  The company filed for
Chapter 11 protection on July 9, 2007 (Bankr. D. Kans. Case No.
07-11620).  Edward J. Nazar, Esq., at Redmond & Nazar, LLP
represents the Debtor in its restructuring efforts.  In its
schedules filed with the Court, the Debtor disclosed total assets
of $22,979,898 and total debts of $25,601,177.

Restoration Farms Inc., Wild West's parent company, filed for
chapter 11 protection on Aug. 9, 2007 (Bankr. D. Kans. Case No.
07-11913).


WILD WEST: Obtains Court Approval to Hire Rides-4-U as Broker
-------------------------------------------------------------
U.S. Bankruptcy Court for the District of Kansas gave Wild West
World LLC authority to hire Rides-4-U Inc. as its broker.

Rides-4-U will assist the Debtor in the sale of about 24 rides
located within the Debtor's amusement park.

The broker will receive compensation of 10% commission for its
services.  No retainer will be paid to the broker.

The Bank of Blue Valley had previously filed a limited objection
with the Court indicating that the Debtor and the broker had
historical relationship with the bank.  BBV also indicated
intention to hire Rides-4-U to liquidate its assets.  Hence, the
Court rules that BBV may separately hire Rides-4-U for the sale of
BBV's assets in a subsequent employment.  However, the subsequent
employment will not preclude the Debtor from seeking, or BBV
opposing, an assessment of administrative claims for the sale of
BBV's collateral within the Debtor's facility.

Headquartered in Valley Center, Kansas, Wild West World LLC
operates an amusement park business.  The company filed for
Chapter 11 protection on July 9, 2007 (Bankr. D. Kans. Case No.
07-11620).  Edward J. Nazar, Esq., at Redmond & Nazar, LLP
represents the Debtor in its restructuring efforts.  In its
schedules filed with the Court, the Debtor disclosed total assets
of $22,979,898 and total debts of $25,601,177.

Restoration Farms Inc., Wild West's parent company, filed for
chapter 11 protection on Aug. 9, 2007 (Bankr. D. Kans. Case No.
07-11913).


WILTON PRODUCTS: S&P Holds 'B-' Corporate Credit Rating
-------------------------------------------------------
Standard & Poor's Ratings Services assigned its bank loan and
recovery ratings to Woodbridge, Illinois-based Wilton Products
Inc.'s (formerly known as UCG Paper Crafts Inc.) proposed
$765 million senior secured bank facility.  At the same time,
Standard & Poor's affirmed its 'B-' corporate credit rating on
Wilton Products.  Wilton Products is the combined operating
company that includes EK Success Ltd., Wilton Industries, and
Dimensions.  The outlook remains stable.
     
The new facility consists of a $65 million revolver,
$445 million first-lien term loan, and a $255 million second-lien
term loan.  The first-lien facilities are rated 'B+' (two notches
higher than the 'B-' corporate credit rating) with a recovery
rating of '1', indicating that lenders can expect very
high (90%-100%) recovery in the event of a payment default.  The
second-lien facility is rated 'B-' with a recovery rating of '4',
indicating that lenders can expect average (30%-50%)
recovery in the event of a payment default.      

The ratings reflects Wilton Products' high leverage, its
participation in a highly fragmented and low barrier-to-entry
industry, vulnerability to fads, and integration risk," said
Standard & Poor's credit analyst Bea Chiem.  "Somewhat offsetting
these factors are the company's leading market positions in the
crafts and specialty housewares industry."
     
Net proceeds from the new bank facilities, along with
approximately $126 million in additional preferred equity, will be
used in part to finance Wilton Products' acquisition of Wilton
Industries and Dimensions.


* Howard Brod Brownstein Joins National Philanthropic's Board
-------------------------------------------------------------
Howard Brod Brownstein was elected to the board of directors of
the National Philanthropic Trust.  

Howard Brownstein has served on the board of directors and chaired
the audit committee of Special Metals Corporation, a nickel alloy
producer, and on the board of Magnatrax Corporation, a
manufacturer of metal buildings.

Mr. Brownstein is a Certified Turnaround Professional and serves
on the international board of directors of the Turnaround
Management Association, and its executive and audit committees,
and won TMA's "Outstanding Individual Contribution" award in 2007.

He is also a member of the board of the American Bankruptcy
Institute and co-chairs its Mid Atlantic region.  He is the vice
president - International of the Association of Certified
Turnaround Professionals and serves on its board.

Mr. Brownstein is a frequent speaker at professional and
educational programs, including at Harvard Business School,
Villanova Law School, Northeastern University, the American
Bankruptcy Institute, the American Bar Association, and TMA.

He has authored over 30 articles, and has served on the editorial
board of The Journal of Corporate Renewal, and currently serves as
a Contributing Editor of abfJournal.
                                                                                 
Howard Brownstein is a graduate of Harvard University, where he
obtained J.D. and M.B.A. degrees, and of the University of
Pennsylvania, where he obtained B.S. and B.A. degrees from the
Wharton School and the College of Arts and Sciences.

Mr. Brownstein is admitted to the bars of Pennsylvania,
Massachusetts and Florida, but does not actively practice law. He
also served in the U.S. Air Force Reserve attaining the
rank of First Lieutenant in the Medical Service Corps.

Mr. Brownstein is a principal of NachmanHaysBrownstein Inc. --
http://www.nhbteam.com/-- one of the country's leading corporate  
renewal firms, which has been included among the "Top Twelve
Turnaround Firms" in Turnarounds & Workouts for the past twelve
consecutive years.  He has principal responsibility
for the firm's transactional activities and for the marketing of
its services to clients.

               About National Philanthropic Trust

Based in Jenkintown, Pennsylvania, the National Philanthropic
Trust -- http://www.nptrust.org/-- is an independent public  
charity dedicated to increasing philanthropy in the society.  NPT
creates individual philanthropic solutions for each donor that
best serve their specific interests, goals and needs.
NPT currently manages more than $660 million in charitable assets.  
Since its inception in 1996, NPT has raised over $1.2 billion in
charitable contributions, and made more than 22,500 grants to
charities throughout the United States and overseas, totaling over
$630 million.  NPT is led by a national board of trustees and a
team of professionals with more than 100 years of philanthropic
experience.  NPT offers donors a variety of giving options
including donor advised funds, supporting organizations,
specialized field of interest funds, and pooled income funds.  NPT
also provides fee-based services for donors including educational
seminars, family meetings, site visits, and research to leverage
and enhance their giving.


* Moody's Lowers Ratings on 31 Credit Linked Notes
--------------------------------------------------
Moody's downgraded the ratings of 31 credit linked notes and 2
credit default swaps with respect to which the Reference
Obligations are TABX.HE or ABX.HE.  The downgrades cover
transactions that were identified as ABX.HE 07-1, ABX.HE 06-2,
ABX.HE 06-1, or TABX.HE 07-1 06-2 trades.

The above ABX and TABX indices are static and are 100% exposed to
subprime residential mortgage backed securities issued in 2005 and
2006 originally rated low investment grade.

The negative rating actions affect securities totaling  $1,088.949
million and EUR85 Million.  Previously, $782.899 million and EUR85
million of these securities were rated Aaa.

Moody's rating actions reflect additional downgrades and review
for possible downgrades in the underlying subprime RMBS announced
on Oct. 11, 2007.

As a result of rating actions taken by Moody's on
Oct. 11, 2007, 95% of the ABX.HE 07-1 BBB and BBB- Reference
Obligations, and 90% of the ABX.HE 06-2 BBB and BBB- Reference
Obligations, are negatively affected.  On average, the ABX.HE 07-1
BBB and BBB - Reference Obligations have been downgraded about 7
notches from their previous ratings while the ABX.HE 06-2
Reference Obligations have been downgraded about 4 notches from
their previous ratings.

Combining these results, currently 35% of the TABX.HE 07-1 06-2
BBB Reference Obligations, and 25% of the TABX.HE 07-1 06-2 BBB-
Reference Obligations are rated Caa1 or below while 17.5% of the
TABX.HE 07-1 06-2 BBB Reference Obligations and 20% of the TABX.HE
07-1 06-2 BBB- Reference Obligations continue to be on review for
possible downgrade.  Taking into account Moody's notching
convention for Reference Obligations on review for possible
downgrade, Moody's Weighted Average Rating Factor (WARF) for
TABX.HE 07-1 06-2 BBB is at 3856 while the WARF for TABX.HE 07-1
06-2 BBB- is at 5132.

Moody's Investors Service reported that it has downgraded these
notes:

i. Transactions referencing TABX.HE 07-1 06-2:

Notes and Class Description:

   -- Ixion plc 2007 Series 21 $20,000,000 Floating Rate
      Portfolio Credit Linked Secured Notes Due 2045

      Prior Rating: Aaa, on review for possible downgrade

      Current Rating: B2

   -- Ixion plc 2007 Series 22 $100,000,000 Floating Rate
      Portfolio Credit Linked Secured Notes Due 2046

      Prior Rating: Aaa, on review for possible downgrade

      Current Rating: Ba3

   -- Ixion plc 2007 Series 23 $85,625,000 Floating Rate
      Portfolio Credit Linked Secured Notes Due 2046

      Prior Rating: Aaa, on review for possible downgrade

      Current Rating: Ba3

   -- Ixion plc 2007 Series 24 EUR20,000,000 Floating Rate
      Portfolio Credit Linked Secured Notes Due 2046

      Prior Rating: Aaa, on review for possible downgrade

      Current Rating: Ba3

   -- Ixion plc 2007 Series 25 $50,000,000 Floating Rate
      Portfolio Credit Linked Secured Notes Due 2046

      Prior Rating: Aa1, on review for possible downgrade

      Current Rating: Caa1

   -- Ixion plc 2007 Series 26 $70,000,000 Floating Rate
      Portfolio Credit Linked Secured Notes Due 2045

      Prior Rating: Aaa

      Current Rating: Ba1

   -- Ixion plc 2007 Series 27 $47,000,000 Floating Rate
      Portfolio Credit Linked Secured Notes Due 2046

      Prior Rating: Aaa

      Current Rating: Baa3

   -- Securitized Product of Restructured Collateral Limited
      SPC, Series 2007-1 TABXSPOKE (07-1 40-100) Segregated
      Portfolio $15,000,000 Class A Floating Rate Notes Due
      2046

      Prior Rating: Aaa

      Current Rating: Ba3

   -- Credit Default Swap Reference Number NE7JS $15,000,000
      Due 2046

      Prior Rating: Aaa

      Current Rating: Ba3

   -- Credit Default Swap Reference Number CN098112 $30,000,000
      Due 2046

      Prior Rating: Aaa

      Current Rating: Ba1

   -- Rutland Rated Investment Series 43 $10,000,000 Credit
      Linked Notes Due 2046

      Prior Rating: Aaa

      Current Rating: Baa3

   -- Rutland Rated Investment Series 50 $20,000,000 Credit
      Linked Notes Due 2046

      Prior Rating: Aaa

      Current Rating: Baa3

   -- Coliseum SPC, TACLs 2007-I Segregated Portfolio
      $100,000,000 Floating Rate Notes Due 2046

      Prior Rating: Aa1

      Current Rating: Caa1

   -- Coliseum SPC, TACLs 2007-II Segregated Portfolio
      $25,000,000 Floating Rate Notes Due 2038

      Prior Rating: Aaa

      Current Rating: Baa3

   -- Coliseum SPC, TACLs 2007-III Segregated Portfolio
      $37,500,000 Class I Floating Rate Notes Due 2046

      Prior Rating: Aaa

      Current Rating: Baa3

   -- Coliseum SPC, TACLs 2007-III Segregated Portfolio
      $1,974,000 Subordinated Notes Due 2046

      Prior Rating: Aaa

      Current Rating: Ba3

   -- Coliseum SPC, TACLs 2007-IV Segregated Portfolio
      $30,000,000 Class I Floating Rate Notes Due 2046

      Prior Rating: Aaa

      Current Rating: Ba1

   -- Coliseum SPC, TACLs 2007-IV Segregated Portfolio
      $1,600,000 Subordinated Notes Due 2046

      Prior Rating: Aa2

      Current Rating: Caa1

   -- Coliseum SPC, TACLs 2007-V Segregated Portfolio
      $20,000,000 Class I Floating Rate Notes Due 2046

      Prior Rating: Aaa

      Current Rating: Baa3

   -- Coliseum SPC, TACLs 2007-V Segregated Portfolio
      $1,100,000 Subordinated Notes Due 2046

      Prior Rating: Aaa

      Current Rating: Ba3

   -- Coliseum SPC, TACLs 2007-VI Segregated Portfolio  
      $40,000,000 Class I Floating Rate Notes Due 2046

      Prior Rating: Aaa

      Current Rating: Baa3

   -- Coliseum SPC, TACLs 2007-VI Segregated Portfolio
      $2,200,000 Subordinated Notes Due 2046

      Prior Rating: Aaa

      Current Rating: Ba3

   -- Cloverie plc Series 2007-12 EUR30,000,000 Class A Notes
      Due 2010

      Prior Rating: Aaa

      Current Rating: Ba3

   -- Cloverie plc Series 2007-13 EUR35,000,000 Class A Notes
      Due 2010

      Prior Rating: Aaa

      Current Rating: Ba3

ii. Transactions referencing ABX.HE 06-2 and ABX.HE 06-1:

Notes and Class Description:

   -- Calculus MABS Resecuritization Trust, $12,500,000 Series
      2007-1 Units Due 2046

      Prior Rating: Aaa

      Current Rating: Baa1

   -- Calculus MABS Resecuritization Trust, $125,000,000 Series
      2007-2 Units Due 2046

      Prior Rating: Aaa

      Current Rating: Baa1

   -- Coliseum SPC, Ballista 2007-II Segregated Portfolio
      $20,000,000 Floating Rate Notes Due 2046

      Prior Rating: Aa1

      Current Rating: Ba3

   -- Coliseum SPC, Ballista 2007-III Segregated Portfolio
      $8,000,000 Floating Rate Notes Due 2046

      Prior Rating: A3

      Current Rating: Caa2

   -- Ixion plc 2006-7 Series 9 USD 72,000,000 Floating Rate
      Portfolio Credit Linked Secured Notes Due 2038

      Prior Rating: Aa3

      Current Rating: B1

   -- Ixion plc 2006-7 Series 11 $10,000,000 Floating Rate
      Portfolio Credit Linked Secured Notes Due 2038

      Prior Rating: Baa2

      Current Rating: Caa3

   -- Restructured Asset Certificates with Enhanced Returns,
      Series 2006-20AT $40,500,000 Variable Certificate Due
      2046

      Prior Rating: A1

      Current Rating: B3

iii. Transactions referencing ABX.HE 07-1, ABX.HE 06-2 and
      ABX.HE 06-1:

Notes and Class Description:

   -- Coliseum SPC acting for the account of Neapolitan 2007-I
      Segregated Portfolio Class I Floating Rate Notes Due 2046

      Prior Rating: Aaa

      Current Rating: A1

   -- Coliseum SPC acting for the account of Neapolitan 2007-I
      Segregated Portfolio Subordinated Notes Due 2046

      Prior Rating: Aa2

      Current Rating: A3
(07-1 40-100) Segregated
      Portfolio $15,000,000 Class A Floating Rate Notes Due
      2046

      Prior Rating: Aaa

      Current Rating: Ba3

   -- Credit Default Swap Reference Number NE7JS $15,000,000
      Due 2046

      Prior Rating: Aaa

      Current Rating: Ba3

   -- Credit Default Swap Reference Number CN098112 $30,000,000
      Due 2046

      Prior Rating: Aaa

      Current Rating: Ba1

   -- Rutland Rated Investment Series 43 $10,000,000 Credit
      Linked Notes Due 2046

      Prior Rating: Aaa

      Current Rating: Baa3

   -- Rutland Rated Investment Series 50 $20,000,000 Credit
      Linked Notes Due 2046

      Prior Rating: Aaa

      Current Rating: Baa3

   -- Coliseum SPC, TACLs 2007-I Segregated Portfolio
      $100,000,000 Floating Rate Notes Due 2046

      Prior Rating: Aa1

      Current Rating: Caa1

   -- Coliseum SPC, TACLs 2007-II Segregated Portfolio
      $25,000,000 Floating Rate Notes Due 2038

      Prior Rating: Aaa

      Current Rating: Baa3

   -- Coliseum SPC, TACLs 2007-III Segregated Portfolio
      $37,500,000 Class I Floating Rate Notes Due 2046

      Prior Rating: Aaa

      Current Rating: Baa3

   -- Coliseum SPC, TACLs 2007-III Segregated Portfolio
      $1,974,000 Subordinated Notes Due 2046

      Prior Rating: Aaa

      Current Rating: Ba3

   -- Coliseum SPC, TACLs 2007-IV Segregated Portfolio
      $30,000,000 Class I Floating Rate Notes Due 2046

      Prior Rating: Aaa

      Current Rating: Ba1

   -- Coliseum SPC, TACLs 2007-IV Segregated Portfolio
      $1,600,000 Subordinated Notes Due 2046

      Prior Rating: Aa2

      Current Rating: Caa1

   -- Coliseum SPC, TACLs 2007-V Segregated Portfolio
      $20,000,000 Class I Floating Rate Notes Due 2046

      Prior Rating: Aaa

      Current Rating: Baa3

   -- Coliseum SPC, TACLs 2007-V Segregated Portfolio
      $1,100,000 Subordinated Notes Due 2046

      Prior Rating: Aaa

      Current Rating: Ba3

   -- Coliseum SPC, TACLs 2007-VI Segregated Portfolio  
      $40,000,000 Class I Floating Rate Notes Due 2046

      Prior Rating: Aaa

      Current Rating: Baa3

   -- Coliseum SPC, TACLs 2007-VI Segregated Portfolio
      $2,200,000 Subordinated Notes Due 2046

      Prior Rating: Aaa

      Current Rating: Ba3

   -- Cloverie plc Series 2007-12 EUR30,000,000 Class A Notes
      Due 2010

      Prior Rating: Aaa

      Current Rating: Ba3

   -- Cloverie plc Series 2007-13 EUR35,000,000 Class A Notes
      Due 2010

      Prior Rating: Aaa

      Current Rating: Ba3

ii. Transactions referencing ABX.HE 06-2 and ABX.HE 06-1:

Notes and Class Description:

   -- Calculus MABS Resecuritization Trust, $12,500,000 Series
      2007-1 Units Due 2046

      Prior Rating: Aaa

      Current Rating: Baa1

   -- Calculus MABS Resecuritization Trust, $125,000,000 Series
      2007-2 Units Due 2046

      Prior Rating: Aaa

      Current Rating: Baa1

   -- Coliseum SPC, Ballista 2007-II Segregated Portfolio
      $20,000,000 Floating Rate Notes Due 2046

      Prior Rating: Aa1

      Current Rating: Ba3

   -- Coliseum SPC, Ballista 2007-III Segregated Portfolio
      $8,000,000 Floating Rate Notes Due 2046

      Prior Rating: A3

      Current Rating: Caa2

   -- Ixion plc 2006-7 Series 9 USD 72,000,000 Floating Rate
      Portfolio Credit Linked Secured Notes Due 2038

      Prior Rating: Aa3

      Current Rating: B1

   -- Ixion plc 2006-7 Series 11 $10,000,000 Floating Rate
      Portfolio Credit Linked Secured Notes Due 2038

      Prior Rating: Baa2

      Current Rating: Caa3

   -- Restructured Asset Certificates with Enhanced Returns,
      Series 2006-20AT $40,500,000 Variable Certificate Due
      2046

      Prior Rating: A1

      Current Rating: B3

iii. Transactions referencing ABX.HE 07-1, ABX.HE 06-2 and
      ABX.HE 06-1:

Notes and Class Description:

   -- Coliseum SPC acting for the account of Neapolitan 2007-I
      Segregated Portfolio Class I Floating Rate Notes Due 2046

      Prior Rating: Aaa

      Current Rating: A1

   -- Coliseum SPC acting for the account of Neapolitan 2007-I
      Segregated Portfolio Subordinated Notes Due 2046

      Prior Rating: Aa2

      Current Rating: A3


* S&P Lowers Ratings on 377 Classes of NIM Securities
-----------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 377
classes of U.S. net interest margin securities backed by U.S.
subprime mortgage securities.  The respective NIMS were structured
from underlying subprime mortgage transactions issued from the
beginning of January 2005 through the end of December 2006 and on
which rating actions were taken on
Oct. 15, 2007, and Oct. 18, 2007.

The primary source of payments to NIMS is the difference between
the interest payments collected on the mortgages in the underlying
transactions and the interest owed to the related RMBS, together
with prepayment penalties and potential payments from derivative
contracts.  The current levels of delinquencies and losses
occurring in the subprime mortgage market have
significantly reduced the levels of excess interest available to
some of the NIMS.  Unlike the underlying securitization, a NIMS
transaction does not benefit from or contain
overcollateralization.

These rating actions affect a total of 201 U.S. subprime RMBS NIMS
transactions.  The 377 downgraded classes have a current balance
of $2.64 billion, which represents 45.52% of the approximately
$5.80 billion currently outstanding in U.S. NIMS backed by U.S.
subprime mortgage securities rated by Standard & Poor's from the
beginning of January 2005 through the end of December 2006.  
During the same period, the original total balance of U.S. NIMS
backed by all types of residential mortgage securities issued in
the non-agency market was more than $21.58 billion, while the
current balance is approximately $6.40 billion.  The downgrades on
94 classes from 51 NIMS transactions represent repeat rating
actions.

Approximately 62.28% of the downgraded NIMS classes, as a
percentage of the total $2.64 billion in downgraded NIMS
securities, were rated 'BBB' or below prior to these rating
actions.  The resulting ratings associated with the downgraded
classes, as a percentage of the total $2.64 billion in downgraded
securities, are:

                           Rating   (%)
                           ------   ---
                           BB       2.14
                           BB-      1.61
                           B+       7.22
                           B        19.89
                           B-       24.07
                           CCC      45.08

NIMS are generally short-term instruments with average tenures of
less than 36 months.  For the NIMS that are currently outstanding,
the average NIMS balance remaining, as a percentage of the initial
NIMS balance, is as follows by
issuance quarter:

                  Quarter                (%)
                  -------                ---
                  First quarter 2005     5.45
                  Second quarter 2005    9.12
                  Third quarter 2005     14.25
                  Fourth quarter 2005    28.90
                  First quarter 2006     35.86
                  Second quarter 2006    40.53
                  Third quarter 2006     45.71
                  Fourth quarter 2006    53.84
  
These NIMS rating actions follow the subprime rating actions taken
on Oct. 15, 2007, and Oct. 18, 2007, which are described in
Ratings Lowered On 402 First-Lien Subprime U.S. RMBS Classes From
1Q-3Q Of 2005, and Ratings Cut On 1,413 1st-Lien Subprime RMBS
Classes From Fourth-Quarter 2005 And 2006 Vintages, respectively.  
Losses on the underlying U.S. subprime mortgage collateral and
securities, and the expected timing of them, have a direct effect
on the expected cash flows to the NIMS transactions.  Once the
overcollateralization level for an underlying transaction falls
below its target, excess spread available to the NIMS transaction
is reduced or eliminated as the underlying transaction covers
current and previous losses
and rebuilds to its overcollateralization target.

                Impact on ABCP, SIVs, and CDOs

Standard & Poor's has completed its global review of all its rated
asset-backed commercial paper conduits with exposure to these
downgraded U.S. NIMS classes and confirms that the ratings on
these ABCP conduits are not adversely affected by these rating
actions.

Standard & Poor's has also completed its review of all S&P-rated
SIV and SIV-lite structures with regard to exposure to these
downgraded U.S. NIMS classes.  This review shows that there is no
exposure to the affected U.S. NIMS classes in any SIV or SIV-lite,
and therefore, the ratings on SIVs and SIV-lites are not adversely
affected by these rating actions.

Standard & Poor's has also completed its global review of all S&P-
rated CDO structures with regard to exposure to these downgraded
U.S. NIMS classes.  This review shows that there is no impact to
the ratings on our publicly-rated CDO transactions.

           U.S. Subprime NIMS Surveillance Assumptions

As performance continues to deteriorate for the underlying U.S.
subprime mortgage securitizations, S&P have increased the severity
of the surveillance assumptions S&P use to evaluate the ongoing
creditworthiness for some of the underlying U.S. subprime
transactions and hence, related NIMS transactions.   S&P's
previously described U.S. subprime mortgage surveillance
assumptions as specified in 612 U.S. Subprime RMBS Classes Put On
Watch Neg; Methodology Revisions Announced, have been adjusted
based on S&P's more negative views on home prices, delays in
liquidating real estate owned assets, and the impact of loan
resets and loan modifications.

Given S&P's revised U.S. subprime mortgage surveillance
assumptions, many underlying transactions were stressed such that
their overcollateralization levels fell below their targets
quickly, thus limiting projected residual cash outflows to the
NIMS.  However, despite the growth in observed delinquency
pipelines, losses continue to remain lower than projected for
certain transactions and the respective NIMS may in fact receive
some cash flow from excess spread for a certain period of time.

Standard & Poor's reviewed the actual cash flows to the NIMS
through the September 2007 remittance dates, evaluated the
delinquency, foreclosure, and REO pipelines on the underlying
transactions, and projected prepayment penalties and cap contract
proceeds to them.

S&P lowered the ratings to 'CCC' for classes that have experienced
interest shortfalls and are not receiving excess spread from the
underlying transactions.  S&P also lowered ratings to 'CCC' on
principal-only classes that S&P expect to experience material
shortfalls at maturity.  S&P lowered ratings to 'BB' and 'B'
categories if interest shortfalls might occur in the future or if
the NIMS may not receive full payments of principal.  S&P affirmed
ratings on NIMS classes that are bond-insured or are projected to
pay in full under the stress scenario.

S&P continue to review NIMS transactions that are backed by U.S.
subprime and Alternative-A RMBS issued during 2005 and 2006 that
are not affected by these rating actions.  In onnection with the
rating actions taken on Oct. 17, 2007, with respect to U.S. RMBS
backed by first-lien subprime mortgage
loans, first-lien Alt-A mortgage loans, and closed-end second-lien
mortgage loans issued during the first half of 2007, the NIMS
transactions related to these underlying transactions are being
reviewed based on S&P's most recently updated rating assumptions
for new issuances.  S&P will be releasing the results of these
reviews over the next few months, as the reviews are completed.


* Large Companies with Insolvent Balance Sheets
-----------------------------------------------

                               Total
                               Shareholders    Total     Working
                               Equity          Assets    Capital     
  Company              Ticker  ($MM)           ($MM)      ($MM)
  -------              ------  ------------    ------    -------
Absolute Softwre        ABT          (1)          63       22
AFC Enterprises         AFCE        (31)         158        3
Alaska Comm Sys         ALSK        (23)         562       19
Apex Silver Mine        SIL        (131)       1,385      146
AthenaHealth Inc        ATHN        (18)          44       (2)
Authentic Inc           AUTH         (4)          22        0
Bare Escentuals         BARE       (162)         196       68
Bearingpoint Inc        BE         (338)       1,836       133
Blount International    BLT         (89)         471       141
CableVision System      CVC      (5,064)      10,072        17
Carrols Restaurant      TAST        (18)         459      (36)
Cell Therapeutic        CTIC        (85)          90      (21)
Centennial Comm         CYCL     (1,078)       1,322       20
Cheniere Energy         CQP        (181)       1,935      145
Choice Hotels           CHH         (72)         332      (33)
Cincinnati Bell         CBB        (744)       1,953       (2)
Claymont Stell          PLTE        (41)         152       72
Compass Minerals        CMP         (49)         674      139
Corel Corp.             CRE         (20)         249      (31)
Crown Holdings I        CCK        (386)       6,949      440
Crown Media HL          CRWN       (588)         749       63
CV Therapeutics         CVTX       (129)         308      226
Cyberonics              CYBX        (17)         135      (28)
Dayton Superior         DSUP        (99)         337       95
Deluxe Corp             DLX           0        1,410     (164)
Denny's Corporation     DENN       (207)         439      (54)
Domino's Pizza          DPZ      (1,434)         497       82
Dun & Bradstreet        DNB        (425)       1,418     (268)
Einstein Noah Re        BAGL        (46)         136       (3)
Emeritus Corp.          ESC        (111)         950      (62)
Empire Resorts I        NYNY        (12)          71       10
Enzon Pharmaceutical    ENZN        (57)         355      166
Extendicare Real        EXE-U       (16)       1,331      146
Foamex Intl             FMXI       (257)         566      146
Ford Motor Co           F        (1,422)     287,939   (4,704)
Gencorp Inc.            GY          (31)       1,082       74
General Motors          GM       (2,290)     186,527   (4,638)
Graftech International  GTI          (4)         788      260
Healthsouth Corp.       HLS      (1,292)       2,402     (463)
I2 Technologies         ITWO         (6)         195       39
ICO Global C-New        ICOG       (116)         628      146
IDEARC Inc              IAR      (8,575)       1,576      326
IMAX Corp               IMX         (64)         220       12
IMAX Corp               IMAX        (64)         220       12
Incyte Corp.            INCY       (120)         309      250
Indevus Pharma          IDEV        (75)         156       14
Intermune Inc           ITMN        (68)         241      181
ITC Deltacom Inc        ITCD        (49)         409        9
Koppers Holdings        KOP         (44)         699      196
Linear Tech Corp        LLTC       (636)       1,334      827
McMoran Exploration     MMR        (100)       1,807     (223)
Mediacom Comm           MCCC       (120)       3,624     (278)
National Cinemed        NCMI       (559)         446       40
Navisite Inc            NAVI        (14)         116       11
Neurochem Inc           NRM          (1)         116       79
Nexstar Broadcasting    NXST        (81)         704      (20)
NPS Pharm Inc           NPSP       (226)         150     (107)
ON Semiconductor        ONNN       (118)       1,428      322
PRG-Schultz Intl        PRGX        (63)         114       16
Primedia Inc            PRM        (426)       1,233      770
Protection One          PONN         (4)         678     (302)
Qwest Communication     Q        (1,556)      20,389   (1,263)
Radnet Inc.             RDNT        (49)         393       38
Ram Energy Resources    RAME         (1)         203       (8)
Regal Entertainment     RGC         (96)        2677      (89)
Riviera Holdings        RIV         (24)         443       28
RSC Holdings Inc        RRR        (129)       3,430     (202)
Rural Cellular          RCCC       (602)       1,260       14
Sealy Corp.             ZZ         (128)       1,023       40
Sipex Corp              SIPX        (18)          44        2
Sirius Satellite        SIRI       (539)       1,688     (176)
St. John Knits Inc.     SJKI        (52)         213       80
Station Casinos         STN        (167)       3,745      (62)
Stelco Inc              STE        (108)       2,734      726
Town Sports Int.        CLUB        (12)         459      (52)
Unisys Corp.            UIS          (2)       3,832       40
VMWare Inc-CL A         VMW        (138)       1,422       23
Voyager Learning        VLCY        (53)         917     (637)
Weight Watchers         WTW        (991)       1,046      (85)
Western Union           WU          (86)       5,328      945
Westmoreland Coal       WLB        (115)         764      (51)
Worldspace Inc.         WRSP     (1,683)         424      (20)
WR Grace & Co.          GRA        (390)       3,706      922
XM Satellite            XMSR       (597)       1,813     (153)
Xoma Ltd                XOMA        (14)          68       23

                             *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.  
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed chapter 11
cases involving less than $1,000,000 in assets and liabilities
delivered to nation's bankruptcy courts.  The list includes links
to freely downloadable images of these small-dollar petitions in
Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                             *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Marie Therese V. Profetana, Shimero R. Jainga, Ronald C. Sy,
Joel Anthony G. Lopez, Cecil R. Villacampa, Jason A. Nieva,
Melanie C. Pador, Ludivino Q. Climaco, Jr., Loyda I. Nartatez,
Tara Marie A. Martin, Joseph Medel C. Martirez, Sheena R. Jusay,
and Peter A. Chapman, Editors.

Copyright 2007.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.

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