TCR_Public/071109.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Friday, November 9, 2007, Vol. 11, No. 266

                             Headlines

14 WALL: Case Summary & 20 Largest Unsecured Creditors
888 TACTICAL: Moody's Cuts Rating on $50 Mil. Class B Notes to Ba3
ACE SECURITIES: Moody's Junks Ratings on Seven Certificate Classes
AES CORP: Seeking Regulators' Approval on Two Gas Projects
ALLIANCE BANCORP: Moody's Cuts Ratings on Class M3 Certs. to B3

ALLTEL CORP: Fitch Lowers Issuer Default Rating to B from BB-
ALTIUS IV: Moody's Places Ba1 Rating Under Negative Watch
AMERICAN COLOR: Moody's Downgrades Corporate Family Rating to Ca
AMERICAN HOME: Wants Removal of Actions Period Moved to March 4
AMERICAN HOME: Court Sets January 11 as General Claims Bar Date

AMERICAN HOME: Court Extends Cash Collateral Access Until Nov. 15
AMERICAN HOME: Moody's Junks Ratings on Five Certificate Classes
ANDERSON MEZZANINE: Moody's Reviews Junk Ratings for Possible Cut
ARVINMERITOR INC: Closing North Carolina Operations in Sept. 2008
ASSEN DAIRY: Case Summary & 19 Largest Unsecured Creditors

ATARI INC: June 30 Balance Sheet Upside-Down by $8.6 Million
BALLY TECHNOLOGIES: Buying Compudigm's Gaming Power & seePOWER
BALLYROCK ABS: Moody's Cuts Rating on $26 Mil. Secured Notes to B3
BARNERT HOSPITAL: Wants to Obtain $5 Mil. DIP Funding from HCFFA
BEAR STEARNS: Fitch Cuts Rating on Class II-B-4 Cert. to BB-

BEAR STEARNS: Fitch Lowers Ratings on Three Certificate Classes
BEAR STEARNS: Moody's Junks Ratings on Nine Certificate Classes
BERNOULLI HIGH: Moody's Puts Ba2 Rated Sr. Notes Under Neg. Watch
BF SAUL: Moody's Changes Rating Outlook from Stable to Negative
BILTMORE CDO: Moody's Reviews Ba3 Rating for Possible Downgrade

C-BASS MORTGAGE: Moody's Junks Ratings on Two Certificate Classes
CAPITAL CONSORTIUM: Trustee Asks Court to Dismiss Chapter 11 Case
BLACKHAWK AUTOMOTIVE: Donlin Retained as Claims Agent
CATALYST PAPER: $90 Mil. Capital Spending Expected by Year End
CENTEX HOME: Moody's Cuts Ratings on Three Cert. Classes to Low-B

CHEMTURA CORPORATION: Earns $2 Million in 2007 Third Quarter
CHEMTURA CORP: Sells Optical Monomers Business to Acomon AG
CHESAPEAKE ENERGY: Earns $372.1 Million in Quarter Ended Sept. 30
CHEVY CHASE: Moody's Changes Outlook from Stable to Negative
CHRYSLER AUTOMOTIVE: Moody's Junks Rating on $2 Bil. Senior Debt

CHRYSLER FINANCIAL: Moody's Affirms B1 Corporate Family Rating
CHRYSLER LLC: Labor Agreement Does Not Affect Fitch's Rating
CITATION HIGH: Moody's Puts Ba3 Rated $11MM Notes Under Neg. Watch
CLASSICSTAR LLC: U.S. Trustee Appoints 9-Member Creditors Panel
COMPASS GROUP: S&P Assigns 'BB-' Corporate Credit Rating

COOPER TIRE: Earns $30 Million in 3rd Quarter Ended September 30
CREDIT SUISSE: Fitch Puts Low-B Ratings on Two Cert. Classes
CREDIT SUISSE: Stable Performance Cues Fitch to Hold Ratings
CSAB MORTGAGE: Higher Delinquency Rates Cue Moody's To Cut Ratings
CSFB HOME: Moody's Junks Ratings on Three Certificate Classes

CSFB MORTGAGE: Higher Foreclosure Rates Cue Moody's To Cut Ratings
DANIEL WILLIAMS: Case Summary & 20 Largest Unsecured Creditors
DELPHINUS CDO: Moody's Places Caa3 Ratings Under Negative Watch
DELTA AIR: Inks $1BB Parts Manufacturing Deal with Chromalloy Gas
DIRECTV GROUP: Earns $319 Million in Third Quarter Ended Sept. 30

DOMTAR CORP: Earns $36 Million in Third Quarter Ended Sept. 30
DURANT CDO: Moody's Cuts Rating on $25MM Floating Rate Note to B3
ECO 2007: Moody's Puts Caa3 Rating Under Review for Possible Cut
EMA PIZZA: Case Summary & 32 Largest Unsecured Creditors
ENDOCARE INC: Posts $984,000 Net Loss in Quarter Ended Sept. 30

ENTERGY CORP: Outlook Revision Does Not Affect Fitch's BB Rating
EULER ABS: Moody's May Downgrade Ba2 Rating on $14 Million Notes
FIDELITY SEDGWICK: Fitch Affirms 'B' Issuer Default Rating
FIRST FRANKLIN: Moody's Junks Ratings on Four Certificate Classes
FIRST UNION: Stable Performance Cues Fitch to Affirm Ratings

FORGE ABS: Poor Credit Quality Prompts Moody's Ratings Review
FOURTH STREET: Moody's Reviews Low-B Ratings for Possible Cut
GE COMMERCIAL: Moody's Holds Low-B Ratings on Six Cert. Classes
GENERAL CABLE: Earns $61.1 Million in 2007 Third Quarter
GENERAL MOTORS: Posts $39 Billion Net Loss in Third Quarter

GENERAL MOTORS: Moody's Affirms Ratings; Changes Outlook to Stable
GERDAU AMERISTEEL: Completes Offering of 126.5 Million Shares
GMAC COMMERCIAL: Fitch Keeps Junk Ratings on $10.9 Million Certs.
HARBORVIEW MORTGAGE: Moody's May Lift Ba2 Rating on Cl. B-4 Certs.
HARRAH'S ENTERTAINMENT: Earns $244.4 Million in Third Quarter

HOMETOWN COMMERCIAL: Fitch Holds 'B-' Rating on $737,000 Certs.
INVERNESS MEDICAL: Completes Stock for Stock Deal With HemoSense
IWT TESORO: Court Approves Donlin Recano as Claims Agent
IWT TESORO: Brings In Rader & Coleman as Special Counsel
IWT TESORO: Hires Rattet Pasternak as Bankruptcy Counsel

JOHN B SANFILIPPO: Posts $3.5 Mil. Net Loss in FY 2008 1st Quarter
JP MORGAN: Fitch Holds 'BB-' Rating on $4 Mil. Class H Certs.
JUPITER HIGH: Moody's May Pare Ba3 Rating on $10MM Class C Notes
KELLWOOD CO: S&P Retains Ratings Under Negative CreditWatch
KEY ENERGY: Mulls Private Offer of $400 Million Senior Notes

KNOLLWOOD CDO: Moody's Junks Rating on $16.1 Million Class E Notes
LANCER FUNDING: Moody's Junks Ratings on Two Floating Rate Notes
LASALLE COMM'L: Moody's Junks Rating on Class M 2005-MF1 Certs.
LEVITZ FURNITURE: Files for Chapter 11 Protection in New York
LEXICON UNITED: Sept. 30 Balance Sheet Upside-Down by $1.1 Million

LONG BEACH: Moody's Junks Ratings on Three Certificate Classes
MARSICO PARENT: Moody's Assigns B2 Corporate Family Rating
MATRIX INT'L: May Default on $1.25 Mil. Deal w/ Cayman Government
MCMORAN EXPLORATION: Mulls Offering of $400 Million Senior Notes
MERRILL LYNCH: Moody's Cuts Ratings on 3 Cert. Classes to Low-B

MGM MIRAGE: Inks $3 Billion Deal with Mubadala Development Company
MICHIGAN INLINE: Voluntary Chapter 11 Case Summary
MORGAN COMMERCIAL: Fitch Affirms 'BB+' Rating on $20.4 Mil. Certs.
MORGAN STANLEY: Moody's Junks Ratings on 2 Series 2007 4-SL Certs.
MOVIE GALLERY: Committee Taps Miles & Stockbridge as Co-Counsel

MOVIE GALLERY: Committee Selects Pachulski Stang as Lead Counsel
MOVIE GALLERY: Wants to Employ Ernst & Young as Tax Advisors
NATIONSLINK FUNDING: Fitch Holds 'BB' Rating on $6.6 Mil. Certs.
NEUMANN HOMES: Wants Until Dec. 17 To File Schedules & Statements
NOMURA ASSET: Moody's Junks Ratings on Four Series 2007 S1 Certs.

OFFICEMAX INC: Earns $49.9 Million in Quarter Ended September 29
ORGANITECH USA: Sept. 30 Balance Sheet Upside-Down by $538,523
PCS EDVENTURES!.COM: Posts Net Loss of $261,513 in Second Quarter
POPE & TALBOT: Unit Gets Court OK to Use Cash Flows Up To $23 Mil.
POPE & TALBOT: CCAA Stay Order Amended to Allow U.S. Bankr. Filing

PORT JACKSON: Moody's Cuts Rating on $15MM Secured Notes to Caa3
PORTFOLIO CREDIT: Moody's Junks Rating on Caribou Peak's Notes
PORTFOLIO CREDIT: Moody's Junks Rating on $11,250,000 Notes
PRC LLC: S&P Withdraws Ratings at Company's Request
QUEBECOR WORLD: Inks $341 Million Sell/Merge Deal with RSDB NV

RAM POWER: Involuntary Chapter 11 Case Summary
REMY: Obtains $225MM Secured DIP Financing From Barclays Capital
SACO I: Moody's Junks Ratings on Four Series 2007 Certificates
SANMINA-SCI CORP: Posts $1.1 Billion Net loss in Fiscal 2007
SCO GROUP: Wants to Sell Certain Assets to JGD for $36,000,000

SCO GROUP: IBM and Novell Balk at Proposed Asset Sale Procedure
SEMAN INVESTMENTS: Case Summary & Largest Unsecured Creditor
SOUNDVIEW HOME: Moody's Junks Rating on Class B-2 Certificates
ST. GERMAIN: Wind-Down of Operations Cues Fitch to Junk Rating
STEPHEN SIEBER: Voluntary Chapter 11 Case Summary

STRUCTURED ASSET: Fitch Junks Ratings on Two Cert. Classes
STRUCTURED ASSET: Moody's Cuts Ratings on 2 Cert. Classes to Low-B
SUMMER STREET: Moody's Junks Rating on $17.5 Mil. Class D Notes
SUNTRUST ALTERNATIVE: Fitch Junks Ratings on Two Cert. Classes
TEREX CORP: Acquires Superior Highwall for $140 Million Cash

TEREX CORP: Mulls Issuance of $500 Mil. Senior Subordinated Notes
TIMBERWOLF I: Moody's Cuts Rating on $30 Million Notes to Caa3
UNITED RENTALS: S&P To Cut Rating to B+ Upon CCM Deal Closing
UNITED RENTALS: Moody's Assigns B2 Corporate Family Rating
WADSWORTH CDO: Moody's Cuts Ratings on Three Note Classes to Low-B

WCI COMMUNITIES: Expects $46 Mil. Annual Savings from 575 Job Cut
WESTLAKE CHEMICAL: S&P Holds All Ratings and Revises Outlook
WHEELING PITTSBURGH: CEO Urges Shareholders to Vote for Merger
YOUBET.COM: Earns $67,000 in Third Quarter Ended September 30
YOUBET.COM: Joseph Barletta Tenders Resignation from Board

* Andrea Schwartz Joins Fulbright & Jaworski Law Firm
* Donlin Retained as Claims Agent for Blackhawk's Chapter 11 Case

* Moody's Says Hedging Rarely Alters Ratings for Oil & Gas Firms

* BOOK REVIEW: Ancient Law (Law Classic)

                             *********

14 WALL: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------
Debtor: 14 Wall Street Jewelers, Inc.
        14 Wall Street
        New York, NY 10005

Bankruptcy Case No.: 07-13516

Chapter 11 Petition Date: November 7, 2007

Court: Southern District of New York (Manhattan)

Judge: Robert D. Drain

Debtor's Counsel: Dawn K. Arnold, Esq.
                  Rattet, Pasternak & Gordon-Oliver, LLP
                  550 Mamaroneck Avenue
                  Harrison, NY 10528
                  Tel: (914) 381-7400
                  Fax: (914) 381-7406

Estimated Assets: $100,000 to $1 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's list of its 20 Largest Unsecured Creditors:

   Entity                               Claim Amount
   ------                               ------------
Hourglass Trading                           $300,000
306 West Somerdale Road
Voorhees, NJ 08043

Prime Time                                  $250,000
36 West 47th Street, Booth #4
New York, NY 10036

BOC Inc.                                    $176,000
36 West 47th Street
Suite 705
New York, NY 10036

American Express                            $157,832

Aloni Diamonds                              $156,000

Laurel Watch Inc.                           $131,000

Unique Settings                             $108,000

ESQ Swiss Watches                           $100,000

Movado Watch Co.                            $100,000

M. Abaronoff Co. Inc.                        $97,797

American Express Merchant Services           $93,271

Charles Gazal                                $90,000

Kelsol Diamond Co., Inc.                     $90,000

Signature Bank                               $85,000

BETA USA Inc.                                $80,000

Greff Ruth                                   $80,000

Jadar Watches                                $80,000

Prince Diamond Inc.                          $80,000

TimePiece Trader                             $50,900

GN Diamond                                   $50,537


888 TACTICAL: Moody's Cuts Rating on $50 Mil. Class B Notes to Ba3
------------------------------------------------------------------
Moody's Investors Service placed on review for possible downgrade
these classes of Notes issued by 888 Tactical Fund, Ltd.:

Class Description: $39,200,000 Class S Floating Rate Notes due
2015

   -- Prior Rating: Aaa

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

Class Description: Up to $500,000,000 Class A1 Floating Rate Notes
due 2050

   -- Prior Rating: Aaa

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

In addition, Moody's downgraded and left on review for possible
downgrade these classes of Notes:

Class Description: $200,000,000 Class A2 Floating Rate Notes due
2050

   -- Prior Rating: Aaa

   -- Current Rating: A1, on review for possible downgrade

Class Description: $120,000,000 Class A3 Floating Rate Notes, due
2050

   -- Prior Rating: Aaa

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

Class Description: $75,000,000 Class A4 Floating Rate Notes due
2050

   -- Prior Rating: Aa2

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

Class Description: $50,000,000 Class B Deferrable Floating Rate
Notes due 2050

   -- Prior Rating: A2

   -- Current Rating: Ba3, on review for possible downgrade

Class Description: $35,000,000 Class C Deferrable Floating Rate
Notes due 2050

   -- Prior Rating: Baa2

   -- 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.


ACE SECURITIES: Moody's Junks Ratings on Seven Certificate Classes
------------------------------------------------------------------
Moody's Investors Service downgraded 88 classes of certificates
and placed on review for possible downgrade 18 classes of
certificates from 18 transactions issued in early 2007 and backed
by closed-end second lien mortgage loans.  A closed-end second
lien mortgage loan is a loan secured by a second priority mortgage
lien on residential real estate, and is advanced in a specified
amount at the closing of the loan.  When closed simultaneously
with a first-lien mortgage loan to purchase a home, these loans
are often known as 'piggyback loans'.

The actions reflect the extremely poor performance of closed-end
second lien mortgage loans securitized in early 2007.  These loans
have seen a high rate of early default and deals backed by those
loans have been continuously building up significant pipeline.  
The performance closely tracks the performance of "piggyback
loans' securitized in 2006 due to the aggressive underwriting
guidelines combined with prolonged home price decline.

Three Aaa-rated securities and 15 Aa-rated securities are placed
under review for possible downgrade.  Class A-1 and Class A-2 from
ACE Securities Corp.  Home Equity Loan Trust, Series 2007-ASL1
have been placed on review due to the high cumulative loss (5.32%
as of September) within 5 months of closing.  The aggressive loan
write-off didn't subdue the growth in pipeline which represents
11.85% of the current pool balance.  Class II-A from American Home
Mortgage Investment Trust is placed on review because of the
significant delinquencies (15.61%of current pool balance as of
September was 60 days or more delinquent most of which was in
foreclosure) which are likely to deplete the
overcollateralization, and cause writedowns to Classes II-M-6, II-
M-5, II-M-4, II-M-3, and II-M-2.

At the other end of the credit spectrum, 41 securities are
downgraded to Caa, Ca, and C ratings because the dramatically pool
overall performance of closed-end second lien mortgages has
already impaired or is expected to impair tranches at the bottom
of the capital structures.

                           Downgrade

Issuer: ACE Securities Corp. Home Equity Loan Trust

   - Series 2007-ASL1, Class M-4, Downgraded to Ba2 from A1;

   - Series 2007-ASL1, Class M-5, Downgraded to B1 from A2;

   - Series 2007-ASL1, Class M-6, Downgraded to B3 from A3;

   - Series 2007-ASL1, Class M-7, Downgraded to C from Baa1;

   - Series 2007-ASL1, Class M-8, Downgraded to C from Baa2;

   - Series 2007-ASL1, Class M-9, Downgraded to C from Baa3;

   - Series 2007-SL1, Class M-4, Downgraded to Baa1 from A1;

   - Series 2007-SL1, Class M-5, Downgraded to Baa2 from A2;

   - Series 2007-SL1, Class M-6, Downgraded to Ba3 from A3;

   - Series 2007-SL1, Class M-7, Downgraded to Ca from Baa1;

   - Series 2007-SL1, Class M-8, Downgraded to C from Baa2;

   - Series 2007-SL1, Class M-9, Downgraded to C from Baa3;

   - Series 2007-SL1, Class M-10, Downgraded to C from Ba1.

Issuer: Alliance Bancorp Trust

   - Series 2007-S1, Class M-2, Downgraded to Baa3 from A2;

   - Series 2007-S1, Class M-3, Downgraded to B3 from Baa2.

Issuer: American Home Mortgage Assets Trust 2007-3

   - Class III-M-2, Downgraded to Ba3 from A3;

   - Class III-P-O, Downgraded to Caa2 from Ba1.

Issuer: American Home Mortgage Investment Trust

   - Series 2007-A, Class II-M-1, Downgraded to Ba1 from Aa2;

   - Series 2007-A, Class II-M-2, Downgraded to Caa3 from A3;

   - Series 2007-A, Class II-M-3, Downgraded to C from Baa2;

   - Series 2007-A, Class II-M-4, Downgraded to C from Baa3;

   - Series 2007-A, Class II-M-5, Downgraded to C from Ba2.

Issuer: Bear Stearns Mortgage Funding Trust

   - Series 2007-SL1, Class M-4, Downgraded to Baa2 from A1;

   - Series 2007-SL1, Class M-5, Downgraded to Baa3 from A2;

   - Series 2007-SL1, Class M-6, Downgraded to Ba1 from A3;

   - Series 2007-SL1, Class B-1, Downgraded to Ca from Baa1;

   - Series 2007-SL1, Class B-2, Downgraded to C from Baa2;

   - Series 2007-SL1, Class B-3, Downgraded to C from Baa3;

   - Series 2007-SL1, Class B-4, Downgraded to C from Ba1;

   - Series 2007-SL2, Class M-4, Downgraded to Baa1 from A1;

   - Series 2007-SL2, Class M-5, Downgraded to Baa2 from A2;

   - Series 2007-SL2, Class M-6, Downgraded to B1 from A3;

   - Series 2007-SL2, Class B-1, Downgraded to Ca from Baa1;

   - Series 2007-SL2, Class B-2, Downgraded to C from Baa2;

   - Series 2007-SL2, Class B-3, Downgraded to C from Baa3.

Issuer: Bear Stearns Second Lien trust

   - Series 2007-1, Class II-M-4, Downgraded to Baa2 from A3;

   - Series 2007-1, Class II-M-5, Downgraded to Ba1 from Baa1;

   - Series 2007-1, Class II-M-6, Downgraded to B2 from Baa2;

   - Series 2007-1, Class II-B-1, Downgraded to Caa1 from Baa3;

   - Series 2007-1, Class III-M-4, Downgraded to Baa2 from A3;

   - Series 2007-1, Class III-M-5, Downgraded to Ba1 from Baa1;

   - Series 2007-1, Class III-M-6, Downgraded to B2 from Baa2;

   - Series 2007-1, Class III-B-1, Downgraded to Caa1 from Baa3.

   - Series 2007-SV1, Class B-3, Downgraded to Ba3 from Baa3;

   - Series 2007-SV1, Class B-4, Downgraded to B1 from Ba1.

Issuer: C-BASS Mortgage Loan Asset-Backed Certificates, Series
2007-SL1

   - Class B-1, Downgraded to Ba1 from Baa1;

   - Class B-2, Downgraded to B2 from Baa2;

   - Class B-3, Downgraded to Caa1 from Baa3;

   - Class B-4, Downgraded to Ca from Ba1.

Issuer: CSFB Home Equity Mortgage Trust

   - Series 2007-2, Cl. M-1, Downgraded to Baa2 from A3;

   - Series 2007-2, Cl. M-2, Downgraded to Baa3 from Baa1;

   - Series 2007-2, Cl. M-3, Downgraded to B1 from Baa2;

   - Series 2007-2, Cl. M-4, Downgraded to Caa3 from Baa3;

   - Series 2007-2, Cl. B-1, Downgraded to Ca from Ba1;

   - Series 2007-2, Cl. B-2, Downgraded to C from Ba2.

Issuer: First Franklin Mortgage Loan Trust

   - Series 2007-FFA, Class M-4, Downgraded to Baa3 from A1;

   - Series 2007-FFA, Class M-5, Downgraded to B1 from A2;

   - Series 2007-FFA, Class M-6, Downgraded to B3 from A3;

   - Series 2007-FFA, Class B-1, Downgraded to Ca from Baa1;

   - Series 2007-FFA, Class B-2, Downgraded to C from Baa2;

   - Series 2007-FFA, Class B-3, Downgraded to C from Baa3;

   - Series 2007-FFA, Class B-4, Downgraded to C from Ba1;

   - Series 2007-FFC, Class B-3, Downgraded to B2 from Baa3;

   - Series 2007-FFC, Class B-4, Downgraded to B3 from Ba1.

Issuer: Merrill Lynch Mortgage Loan Trust

   - Series 2007-SL1, Class M-5, Downgraded to Baa2 from A2;

   - Series 2007-SL1, Class M-6, Downgraded to Ba1 from A3;

   - Series 2007-SL1, Class B-1, Downgraded to B1 from Baa1;

   - Series 2007-SL1, Class B-2, Downgraded to B3 from Baa2;

   - Series 2007-SL1, Class B-3, Downgraded to Caa2 from Baa3.

Issuer: Morgan Stanley Mortgage Loan Trust

   - Series 2007-4SL, Class B-3, Downgraded to Ba3 from Baa2;

   - Series 2007-4SL, Class B-4, Downgraded to Caa2 from Ba1;

   - Series 2007-4SL, Class B-5, Downgraded to C from Ba2.

Issuer: Nomura Asset Acceptance Corporation, Alternative Loan
Trust

   - Series 2007-S1, Class M-5, Downgraded to Baa3 from A1;

   - Series 2007-S1, Class M-6, Downgraded to B1 from A3;

   - Series 2007-S1, Class M-7, Downgraded to Caa1 from A3;

   - Series 2007-S1, Class M-8, Downgraded to C from Baa1;

   - Series 2007-S1, Class M-9, Downgraded to C from Baa3;

   - Series 2007-S1, Class M-10, Downgraded to C from Ba1.

Issuer: SACO I Trust

   - Series 2007-1, Class M-5, Downgraded to Baa1 from A1;

   - Series 2007-1, Class M-6, Downgraded to Baa2 from A2;

   - Series 2007-1, Class B-1, Downgraded to Ba3 from Baa1;

   - Series 2007-1, Class B-2, Downgraded to Caa2 from Baa1;

   - Series 2007-1, Class B-3, Downgraded to C from Baa3;

   - Series 2007-1, Class B-4, Downgraded to C from Ba1;

   - Series 2007-2, Class M-4, Downgraded to Baa2 from A1;

   - Series 2007-2, Class M-5, Downgraded to Ba3 from A2;

   - Series 2007-2, Class M-6, Downgraded to B3 from A3;

   - Series 2007-2, Class B-1, Downgraded to C from Baa1.

                   Review for Possible Downgrade

Issuer: ACE Securities Corp. Home Equity Loan Trust

   - Series 2007-ASL1, Class A-1, current rating Aaa, on review
     for possible downgrade;

   - Series 2007-ASL1, Class A-2, current rating Aaa, on review
     for possible downgrade;

   - Series 2007-ASL1, Class M-1, current rating Aa1, on review
     for possible downgrade;

   - Series 2007-ASL1, Class M-2, current rating Aa2, on review
     for possible downgrade;

   - Series 2007-ASL1, Class M-3, current rating Aa3, on review
     for possible downgrade;

   - Series 2007-SL1, Class M-3, current rating Aa3, on review for
     possible downgrade.

Issuer: American Home Mortgage Investment Trust

   - Series 2007-A, Class II-A, current rating Aaa, on review for
     possible downgrade.

Issuer: Bear Stearns Mortgage Funding Trust

   - Series 2007-SL1, Class M-2, current rating Aa2, on review for
     possible downgrade;

   - Series 2007-SL1, Class M-3, current rating Aa3, on review for
     possible downgrade;

   - Series 2007-SL2, Class M-2, current rating Aa2, on review for
     possible downgrade;

   - Series 2007-SL2, Class M-3, current rating Aa3, on review for
     possible downgrade.

Issuer: First Franklin Mortgage Loan Trust

   - Series 2007-FFA, Class M-2, current rating Aa2, on review for
     possible downgrade;

   - Series 2007-FFA, Class M-3, current rating Aa3, on review for
     possible downgrade.

Issuer: Nomura Asset Acceptance Corporation, Alternative Loan
Trust

   - Series 2007-S1, Class M-2, current rating Aa2, on review for
     possible downgrade;

   - Series 2007-S1, Class M-3, current rating Aa2, on review for
     possible downgrade;

   - Series 2007-S1, Class M-4, current rating Aa3, on review for
     possible downgrade.

Issuer: SACO I Trust

   - Series 2007-1, Class M-4, current rating Aa3, on review for
     possible downgrade;

   - Series 2007-2, Class M-3, current rating Aa3, on review for
     possible downgrade.


AES CORP: Seeking Regulators' Approval on Two Gas Projects
----------------------------------------------------------
AES Corporation is seeking the U.S. Federal Energy Regulatory
Commission's authorization for the construction of a liquefied
natural gas terminal at the Sparrows Point shipyard and an 88-mile
pipeline into Pennsylvania, The Baltimore Sun reports.

The National Association of State Fire Marshals and federal
regulators heeded a request from some Turners Station residents to
consider the approval for liquefied natural gas projects,
according to The Sun.  The Fire Marshals and regulators will
meet in Washington about the approval process.

O'Rourke of the National Association of State Fire Marshals told
The Sun, "Some folks who, to date, haven't been involved -- who
missed those initial hearings -- wanted to learn about the LNG
[liquefied natural gas] approval process."

The Sun relates that many community leaders and officials have
been opposing the project.

The terminal would be a potential hazard to nearby homes in
Dundalk, especially to those in Turners Station, The Sun says,
citing sources.

Federal officials had notified AES that the State Highway
Administration would not grant the company access to construct
its pipeline along the Baltimore Beltway.  They asked the firm
to present a new route for the pipeline, The Sun states.

                      About AES Corporation

AES Corporation, -- http://www.aes.com/-- a global power company,   
operates in South America, Europe, Africa, Asia and the Caribbean
countries.  Generating 44,000 megawatts of electricity through 124
power facilities, the company delivers electricity through 15
distribution companies.

AES has been in Eastern Europe for over ten years, since it
acquired three power plants in Hungary in 1996.  Currently, AES
has two distribution companies in Ukraine, which serve 1.2
million customers and generation plants in the Czech Republic
and Hungary.  AES is also the leading company in biomass
conversion in Hungary, generating 37% of the nation's total
renewable generation in 2004.

                           *   *   *

As reported in the Troubled Company Reporter on Oct. 12, 2007,
Moody's Investors Service affirmed The AES Corporation's
Corporate Family Rating at B1 and the senior unsecured rating
assigned to its new senior unsecured notes offering at B1
following its upsizing to $2 billion from $500 million.

Fitch Ratings assigned a 'BB/RR1' rating to AES Corporation's
$2 billion issuance of senior unsecured notes maturing 2015
and 2017.  AES' long-term Issuer Default Rating is rated 'B+' by
Fitch.  Fitch said the rating outlook is stable.


ALLIANCE BANCORP: Moody's Cuts Ratings on Class M3 Certs. to B3
---------------------------------------------------------------
Moody's Investors Service downgraded 88 classes of certificates
and placed on review for possible downgrade 18 classes of
certificates from 18 transactions issued in early 2007 and backed
by closed-end second lien mortgage loans.  A closed-end second
lien mortgage loan is a loan secured by a second priority mortgage
lien on residential real estate, and is advanced in a specified
amount at the closing of the loan.  When closed simultaneously
with a first-lien mortgage loan to purchase a home, these loans
are often known as 'piggyback loans'.

The actions reflect the extremely poor performance of closed-end
second lien mortgage loans securitized in early 2007.  These loans
have seen a high rate of early default and deals backed by those
loans have been continuously building up significant pipeline.  
The performance closely tracks the performance of "piggyback
loans' securitized in 2006 due to the aggressive underwriting
guidelines combined with prolonged home price decline.

Three Aaa-rated securities and 15 Aa-rated securities are placed
under review for possible downgrade.  Class A-1 and Class A-2 from
ACE Securities Corp.  Home Equity Loan Trust, Series 2007-ASL1
have been placed on review due to the high cumulative loss (5.32%
as of September) within 5 months of closing.  The aggressive loan
write-off didn't subdue the growth in pipeline which represents
11.85% of the current pool balance.  Class II-A from American Home
Mortgage Investment Trust is placed on review because of the
significant delinquencies (15.61%of current pool balance as of
September was 60 days or more delinquent most of which was in
foreclosure) which are likely to deplete the
overcollateralization, and cause writedowns to Classes II-M-6, II-
M-5, II-M-4, II-M-3, and II-M-2.

At the other end of the credit spectrum, 41 securities are
downgraded to Caa, Ca, and C ratings because the dramatically pool
overall performance of closed-end second lien mortgages has
already impaired or is expected to impair tranches at the bottom
of the capital structures.

                           Downgrade

Issuer: ACE Securities Corp. Home Equity Loan Trust

   - Series 2007-ASL1, Class M-4, Downgraded to Ba2 from A1;

   - Series 2007-ASL1, Class M-5, Downgraded to B1 from A2;

   - Series 2007-ASL1, Class M-6, Downgraded to B3 from A3;

   - Series 2007-ASL1, Class M-7, Downgraded to C from Baa1;

   - Series 2007-ASL1, Class M-8, Downgraded to C from Baa2;

   - Series 2007-ASL1, Class M-9, Downgraded to C from Baa3;

   - Series 2007-SL1, Class M-4, Downgraded to Baa1 from A1;

   - Series 2007-SL1, Class M-5, Downgraded to Baa2 from A2;

   - Series 2007-SL1, Class M-6, Downgraded to Ba3 from A3;

   - Series 2007-SL1, Class M-7, Downgraded to Ca from Baa1;

   - Series 2007-SL1, Class M-8, Downgraded to C from Baa2;

   - Series 2007-SL1, Class M-9, Downgraded to C from Baa3;

   - Series 2007-SL1, Class M-10, Downgraded to C from Ba1.

Issuer: Alliance Bancorp Trust

   - Series 2007-S1, Class M-2, Downgraded to Baa3 from A2;

   - Series 2007-S1, Class M-3, Downgraded to B3 from Baa2.

Issuer: American Home Mortgage Assets Trust 2007-3

   - Class III-M-2, Downgraded to Ba3 from A3;

   - Class III-P-O, Downgraded to Caa2 from Ba1.

Issuer: American Home Mortgage Investment Trust

   - Series 2007-A, Class II-M-1, Downgraded to Ba1 from Aa2;

   - Series 2007-A, Class II-M-2, Downgraded to Caa3 from A3;

   - Series 2007-A, Class II-M-3, Downgraded to C from Baa2;

   - Series 2007-A, Class II-M-4, Downgraded to C from Baa3;

   - Series 2007-A, Class II-M-5, Downgraded to C from Ba2.

Issuer: Bear Stearns Mortgage Funding Trust

   - Series 2007-SL1, Class M-4, Downgraded to Baa2 from A1;

   - Series 2007-SL1, Class M-5, Downgraded to Baa3 from A2;

   - Series 2007-SL1, Class M-6, Downgraded to Ba1 from A3;

   - Series 2007-SL1, Class B-1, Downgraded to Ca from Baa1;

   - Series 2007-SL1, Class B-2, Downgraded to C from Baa2;

   - Series 2007-SL1, Class B-3, Downgraded to C from Baa3;

   - Series 2007-SL1, Class B-4, Downgraded to C from Ba1;

   - Series 2007-SL2, Class M-4, Downgraded to Baa1 from A1;

   - Series 2007-SL2, Class M-5, Downgraded to Baa2 from A2;

   - Series 2007-SL2, Class M-6, Downgraded to B1 from A3;

   - Series 2007-SL2, Class B-1, Downgraded to Ca from Baa1;

   - Series 2007-SL2, Class B-2, Downgraded to C from Baa2;

   - Series 2007-SL2, Class B-3, Downgraded to C from Baa3.

Issuer: Bear Stearns Second Lien trust

   - Series 2007-1, Class II-M-4, Downgraded to Baa2 from A3;

   - Series 2007-1, Class II-M-5, Downgraded to Ba1 from Baa1;

   - Series 2007-1, Class II-M-6, Downgraded to B2 from Baa2;

   - Series 2007-1, Class II-B-1, Downgraded to Caa1 from Baa3;

   - Series 2007-1, Class III-M-4, Downgraded to Baa2 from A3;

   - Series 2007-1, Class III-M-5, Downgraded to Ba1 from Baa1;

   - Series 2007-1, Class III-M-6, Downgraded to B2 from Baa2;

   - Series 2007-1, Class III-B-1, Downgraded to Caa1 from Baa3.

   - Series 2007-SV1, Class B-3, Downgraded to Ba3 from Baa3;

   - Series 2007-SV1, Class B-4, Downgraded to B1 from Ba1.

Issuer: C-BASS Mortgage Loan Asset-Backed Certificates, Series
2007-SL1

   - Class B-1, Downgraded to Ba1 from Baa1;

   - Class B-2, Downgraded to B2 from Baa2;

   - Class B-3, Downgraded to Caa1 from Baa3;

   - Class B-4, Downgraded to Ca from Ba1.

Issuer: CSFB Home Equity Mortgage Trust

   - Series 2007-2, Cl. M-1, Downgraded to Baa2 from A3;

   - Series 2007-2, Cl. M-2, Downgraded to Baa3 from Baa1;

   - Series 2007-2, Cl. M-3, Downgraded to B1 from Baa2;

   - Series 2007-2, Cl. M-4, Downgraded to Caa3 from Baa3;

   - Series 2007-2, Cl. B-1, Downgraded to Ca from Ba1;

   - Series 2007-2, Cl. B-2, Downgraded to C from Ba2.

Issuer: First Franklin Mortgage Loan Trust

   - Series 2007-FFA, Class M-4, Downgraded to Baa3 from A1;

   - Series 2007-FFA, Class M-5, Downgraded to B1 from A2;

   - Series 2007-FFA, Class M-6, Downgraded to B3 from A3;

   - Series 2007-FFA, Class B-1, Downgraded to Ca from Baa1;

   - Series 2007-FFA, Class B-2, Downgraded to C from Baa2;

   - Series 2007-FFA, Class B-3, Downgraded to C from Baa3;

   - Series 2007-FFA, Class B-4, Downgraded to C from Ba1;

   - Series 2007-FFC, Class B-3, Downgraded to B2 from Baa3;

   - Series 2007-FFC, Class B-4, Downgraded to B3 from Ba1.

Issuer: Merrill Lynch Mortgage Loan Trust

   - Series 2007-SL1, Class M-5, Downgraded to Baa2 from A2;

   - Series 2007-SL1, Class M-6, Downgraded to Ba1 from A3;

   - Series 2007-SL1, Class B-1, Downgraded to B1 from Baa1;

   - Series 2007-SL1, Class B-2, Downgraded to B3 from Baa2;

   - Series 2007-SL1, Class B-3, Downgraded to Caa2 from Baa3.

Issuer: Morgan Stanley Mortgage Loan Trust

   - Series 2007-4SL, Class B-3, Downgraded to Ba3 from Baa2;

   - Series 2007-4SL, Class B-4, Downgraded to Caa2 from Ba1;

   - Series 2007-4SL, Class B-5, Downgraded to C from Ba2.

Issuer: Nomura Asset Acceptance Corporation, Alternative Loan
Trust

   - Series 2007-S1, Class M-5, Downgraded to Baa3 from A1;

   - Series 2007-S1, Class M-6, Downgraded to B1 from A3;

   - Series 2007-S1, Class M-7, Downgraded to Caa1 from A3;

   - Series 2007-S1, Class M-8, Downgraded to C from Baa1;

   - Series 2007-S1, Class M-9, Downgraded to C from Baa3;

   - Series 2007-S1, Class M-10, Downgraded to C from Ba1.

Issuer: SACO I Trust

   - Series 2007-1, Class M-5, Downgraded to Baa1 from A1;

   - Series 2007-1, Class M-6, Downgraded to Baa2 from A2;

   - Series 2007-1, Class B-1, Downgraded to Ba3 from Baa1;

   - Series 2007-1, Class B-2, Downgraded to Caa2 from Baa1;

   - Series 2007-1, Class B-3, Downgraded to C from Baa3;

   - Series 2007-1, Class B-4, Downgraded to C from Ba1;

   - Series 2007-2, Class M-4, Downgraded to Baa2 from A1;

   - Series 2007-2, Class M-5, Downgraded to Ba3 from A2;

   - Series 2007-2, Class M-6, Downgraded to B3 from A3;

   - Series 2007-2, Class B-1, Downgraded to C from Baa1.

                   Review for Possible Downgrade

Issuer: ACE Securities Corp. Home Equity Loan Trust

   - Series 2007-ASL1, Class A-1, current rating Aaa, on review
     for possible downgrade;

   - Series 2007-ASL1, Class A-2, current rating Aaa, on review
     for possible downgrade;

   - Series 2007-ASL1, Class M-1, current rating Aa1, on review
     for possible downgrade;

   - Series 2007-ASL1, Class M-2, current rating Aa2, on review
     for possible downgrade;

   - Series 2007-ASL1, Class M-3, current rating Aa3, on review
     for possible downgrade;

   - Series 2007-SL1, Class M-3, current rating Aa3, on review for
     possible downgrade.

Issuer: American Home Mortgage Investment Trust

   - Series 2007-A, Class II-A, current rating Aaa, on review for
     possible downgrade.

Issuer: Bear Stearns Mortgage Funding Trust

   - Series 2007-SL1, Class M-2, current rating Aa2, on review for
     possible downgrade;

   - Series 2007-SL1, Class M-3, current rating Aa3, on review for
     possible downgrade;

   - Series 2007-SL2, Class M-2, current rating Aa2, on review for
     possible downgrade;

   - Series 2007-SL2, Class M-3, current rating Aa3, on review for
     possible downgrade.

Issuer: First Franklin Mortgage Loan Trust

   - Series 2007-FFA, Class M-2, current rating Aa2, on review for
     possible downgrade;

   - Series 2007-FFA, Class M-3, current rating Aa3, on review for
     possible downgrade.

Issuer: Nomura Asset Acceptance Corporation, Alternative Loan
Trust

   - Series 2007-S1, Class M-2, current rating Aa2, on review for
     possible downgrade;

   - Series 2007-S1, Class M-3, current rating Aa2, on review for
     possible downgrade;

   - Series 2007-S1, Class M-4, current rating Aa3, on review for
     possible downgrade.

Issuer: SACO I Trust

   - Series 2007-1, Class M-4, current rating Aa3, on review for
     possible downgrade;

   - Series 2007-2, Class M-3, current rating Aa3, on review for
     possible downgrade.


ALLTEL CORP: Fitch Lowers Issuer Default Rating to B from BB-
-------------------------------------------------------------
Fitch Ratings has downgraded the ratings of Alltel Corporation and
its subsidiaries, Alltel Communications Inc. and Alltel Ohio
Limited Partnership, as follows in anticipation of the expected
close on Nov. 16, 2007 of Alltel's leveraged buy-out transaction
with TPG Capital and GS Capital Partners, a private equity
affiliate of Goldman Sachs Group:

Alltel Corp.
  -- Issuer Default Rating to 'B' from 'BB-';
  -- $1.5 billion credit facility to 'CCC+/RR6' from 'BB-';
  -- Senior unsecured debt to 'CCC+/RR6' from 'BB-';

ACI
  -- IDR to 'B' from 'BB-'.
  -- $39 million senior unsecured notes due 2008 to 'B/RR4'
     from 'BB-';
  -- $53 million senior unsecured notes due 2009 to 'B/RR4'
     from 'BB-';

Alltel Ohio
  -- IDR to 'B' from BB-';
  -- $297 million senior unsecured notes due 2010 'B/RR4' from
     'BB-'.

Fitch simultaneously removed Alltel's ratings from Rating Watch
Negative.

Once Alltel completes the tender offer for debt at its
subsidiaries, Alltel Ohio and ACI, Fitch will withdraw all of the
ratings at Alltel Ohio and the existing issue ratings at ACI.  
Fitch will also withdraw the ratings on the $1.5 billion bank
credit facility at Alltel Corp. when the transaction closes.

Fitch has assigned new ratings to the expected LBO transaction
debt as:

ACI
  -- $16.25 billion senior secured bank credit facility at
     'BB/RR1';
  -- $7.7 billion senior unsecured debt at 'B/RR4'.

ACI will issue the new secured bank credit facility.  ACI and
Alltel Communications Finance will be co-issuers of the senior
unsecured transaction debt.

The Rating Outlook for all of Alltel's ratings is Stable.

The 'B' IDR reflects Alltel's significantly higher leverage and
debt service requirements following the close of the LBO, which
greatly increases financial risk, limits financial flexibility and
pressures free cash flow prospects over the rating horizon.  The
LBO transaction also increases Alltel's susceptibility to event
risk.  Offsets to these concerns include the strong operating
trends in Alltel's wireless retail business, a historically strong
operational management team and the expansive 850 MHz coverage in
their tier two and three markets.

Pro-forma debt, for the LBO closing, is expected to total
approximately $24 billion with leverage of 7.9 times.  The capital
structure at ACI is likely to initially consist of the following
debt instruments:

  -- $14 billion term loan B with three tranches due 2015;
  -- $1.5 billion senior secured revolving credit facility due
     2013;
  -- $750 million delayed draw term loan B due 2015;
  -- $5.2 billion senior unsecured debt;
  -- $2.5 billion drawn on a senior unsecured paid-in-kind
     toggle bridge facility.

Alltel has bank commitments in place that require the unsecured
bridge facility to convert either into unsecured cash pay term
loans or unsecured cash pay notes maturing in November 2015.  
Alltel also has bank commitments that require the PIK bridge
facility to convert either into unsecured PIK notes or unsecured
PIK term loans maturing in November 2017.  Fitch expects to rate
and assign recovery ratings to each of these debt securities once
further clarity is known on issuance timing.  All of the LBO debt
securities receive support from guarantees of Alltel Corporation
and each of its direct and indirect wholly owned domestic
subsidiaries.

Pro-forma liquidity, for the close of the LBO transaction, is
expected to be adequate with approximately $565 million of cash
and $1.5 billion available under an undrawn senior secured
revolving credit facility maturing in 2013.  In addition, Alltel
could seek to monetize its tower portfolio, which Fitch estimates
the value in excess of $1 billion.  Amortization requirements for
the term loan B will total $140 million on an annual basis.  
Expectations are for Alltel to generate minimal free cash flow in
the first year following the close of the transaction.  Fitch
believes FCF levels will benefit going forward from reduced
capital spending as a result of the completed deployment of its
EV-DO wireless data footprint, the relative density and coverage
of its wireless network and the increased scrutiny related to its
capital plans.

However, the increased financial risk as a result of the LBO debt
does not leave Alltel much flexibility in the event FCF prospects
are diminished from changes in the competitive environment or
market conditions.  Alltel has an added cushion in a stress
scenario to defer some of its interest payments as a result of the
$2.5 billion of PIK debt obligations as well as material leeway
under its credit facility financial covenants.  The senior secured
leverage covenant is set at 6.75 times as of June 2008, reducing
to 5.75x in 2012.  At the end of 2007, Fitch estimates senior
secured leverage of approximately 4.6x.

Fitch expects Alltel will consider a material strategic investment
in the Federal Communications Commission 700 MHz spectrum auction,
which could further pressure credit metrics.  While the company
generally has sufficient spectrum capacity across all of its
markets for growth associated with its existing voice and data
subscribers, Fitch believes Alltel does not have adequate excess
spectrum capacity that current technology standards require for a
4G network deployment.   Consequently, 700 MHz spectrum could have
significant longer-term strategic importance to Alltel and support
the company's future negotiations with its roaming partners.  
Fitch does not believe Alltel would acquire 700 MHz spectrum for
an edge-out strategy to its existing footprint.  Terms associated
with the credit facilities allow for a drawdown of $750 million
from a delayed draw term loan B for 700 MHz spectrum purchases.  
There are no drawdown limitations for 700 MHz spectrum purchases
associated with the unsecured revolving facility.

The 'RR1' Recovery Rating for ACI's credit facility reflects
Fitch's expectation of outstanding recovery prospects based on
Alltel's enterprise value in a distress scenario.  In deriving a
distressed enterprise value, Fitch applies a discount to Alltel's
estimated EBITDA, which includes a material reduction to their USF
subsidy.  The resulting EBITDA is approximately equivalent to an
estimate of Alltel's total interest expense, maintenance capital
spending and rent expense.  The 'RR4' Recovery Rating for ACI's
unsecured debt reflects average recovery prospects.  The
structural subordination of Alltel Corp.'s unsecured debt to the
new LBO debt and lack of upstream guarantees results in a Recovery
Rating of 'RR6'.


ALTIUS IV: Moody's Places Ba1 Rating Under Negative Watch
---------------------------------------------------------
Moody's Investors Service placed these notes issued by Altius IV
Funding, Ltd. on review for possible downgrade:

Class Description: U.S. $12,000,000 Class D Floating Rate
Deferrable Notes Due 2042

   -- Prior Rating: Baa2

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

Class Description: Up to U.S. $2,500,000 Class E Floating Rate
Deferrable 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 structured
finance securities.


AMERICAN COLOR: Moody's Downgrades Corporate Family Rating to Ca
----------------------------------------------------------------
Moody's Investors Service has downgraded American Color Graphics,
Inc. Corporate Family rating and Probability of Default rating,
both to Ca from Caa2.  The probability of default rating remains
under review for possible further downgrade.  Details of the
rating action are as:

Ratings lowered:

   -- $280 million senior secured second priority notes due 2010
      to Ca, LGD4, 63% from Caa2, LGD4, 59%

   -- Corporate Family rating -- to Ca from Caa2

   -- Probability of Default rating -- to Ca from Caa2

The rating outlook is stable, however the Probability of Default
rating remains under review for possible downgrade.

Approximately $280 million rated debt affected.

The downgrade of the Corporate Family rating to Ca reflects
Moody's concern regarding ACG's tight liquidity, weak asset
coverage, high probability of default (even in the likely event
that waivers are obtained from debt holders, which would be viewed
as tantamount to a default), and questionable ability to operate
as a going concern without a near-term restructuring event or sale
of the company.

The continuing review for possible downgrade of the PDR
anticipates that the company will succeed in receiving required
bondholder consent to the deferral of the Dec. 15, 2007 interest
payment.  Moody's expects to change the PDR to Ca/LD upon receipt
of such requisite bondholder consent.

On Nov. 6, 2007, ACG announced that it has commenced a consent
solicitation requesting holders of its 10% Senior Second Secured
Notes due 2010 to defer the semi-annual cash interest payment to
March 15, 2008 from Dec. 15, 2007 and has sought an amendment and
wavier from its lenders to provide for an additional $5 million
term loan to ACG under its existing term loan and waive until
February 15, 2008, any default under its bank credit facilities.

American Color Graphics Inc., a leading provider of print and pre-
media services, recorded sales of $441 million for the LTM period
ended June 30, 2007.  The company is based in Brentwood,
Tennessee.


AMERICAN HOME: Wants Removal of Actions Period Moved to March 4
---------------------------------------------------------------
American Home Mortgage Investment Corp. and its debtor-affiliates
ask the U.S. Bankruptcy Court for the District of Delaware to
extend the period within which they may remove various actions,
which were pending in multiple state courts as of their bankruptcy
filing, to March 4, 2008.

The Debtors further ask that the Court's order approving the
request be without prejudice to:

   -- any position the Debtors may take regarding whether Section
      362 of the Bankruptcy Code applies to stay any given civil
      action pending against them; and

   -- the Debtors' right to seek further extensions of the
      period in which they may remove civil actions
      pursuant to Bankruptcy Rule 9027.

Since the Petition Date, the Debtors have focused primarily on
maximizing the value of their bankruptcy estates for the benefit
of the stakeholders through the orderly liquidation of assets,
James L. Patton, Jr., Esq., at Young Conaway Stargatt & Taylor
LLP, in Wilmington, Delaware, relates.  To that end, the Debtors
have solicited, negotiated and sought approval for several sales
of various assets, including the Debtors' mortgage loan servicing
business.

Mr. Patton further relates that Chapter 11 imposes additional
obligations on the Debtors to prepare schedules of assets and
liabilities, produce monthly operating reports, respond to
creditor inquiries, retain professionals and handle various
tasks.  As a result, the Debtors have not had an opportunity to
fully investigate all of the State Court Actions to determine
whether removal is appropriate.  Accordingly, the Debtors seek an
extension of the current November 5 deadline to protect their
right to remove any of the State Court Actions.

The Debtors submit that granting additional opportunity to
consider the actions removal will assure that the Debtors'
decisions are fully informed and consistent with the best
interests of the estates.  Mr. Patton points out that nothing in
the request will prejudice any party to a proceeding that the
Debtors may ultimately seek to remove from seeking the remand of
the action under Section 1452(b) at the appropriate time.

Judge Sontchi will convene a hearing on November 28, 2007, at
10:00 a.m., to consider the Debtors' request.  Pursuant to
Del.Bankr.LR 9006-2, the Debtors' Removal Period is automatically
extended until the conclusion of that hearing.

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

American Home Mortgage and seven affiliates filed for chapter 11
protection on Aug. 6, 2007 (Bankr. D. Del. Case Nos. 07-11047
through 07-11054).  James L. Patton, Jr., Esq., Joel A. Waite,
Esq., and Pauline K. Morgan, Esq. at Young, Conaway, Stargatt &
Taylor LLP represent the Debtors.  Epiq Bankruptcy Solutions LLC
acts as the Debtors' claims and noticing agent.  The Official
Committee of Unsecured Creditors has selected Hahn & Hessen LLP as
its counsel.  As of March 31, 2007, American Home Mortgage's
balance sheet showed total assets of $20,553,935,000, total
liabilities of $19,330,191,000.  The Debtors' exclusive period to
file a plan expires on Dec. 4, 2007.  (American Home Bankruptcy
News, Issue No. 14, Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


AMERICAN HOME: Court Sets January 11 as General Claims Bar Date
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has set
Jan. 11, 2008, as the last day for any entity, other than
governmental units, holding prepetition claims against American
Home Mortgage Investment Corp. and its debtor-affiliates to file
their proofs of claim.

Governmental units have until Feb. 4, 2008, to file proofs of
claim.

Any entity holding a rejection damages claim arising from the
rejection of an executory contract or unexpired lease, pursuant
to an order entered prior to the confirmation of a plan of
reorganization, will be required to file a proof of claim.

The Rejection Bar Date will be the later of:

    (i) the General Bar Date; or

   (ii) 30 days after the Court approves the rejection of an
        executory contract or unexpired lease pursuant to which
        the entity asserting the Rejection Damages Claim is a
        party.

Pursuant to the cash collateral order, the Court authorizes Bank
of America, N.A., as administrative agent for prepetition secured
parties, to file a single, master proof of claim on behalf of the
Prepetition Secured Parties on account of their claims arising
under certain loan documents against the Debtors.

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

American Home Mortgage and seven affiliates filed for chapter 11
protection on Aug. 6, 2007 (Bankr. D. Del. Case Nos. 07-11047
through 07-11054).  James L. Patton, Jr., Esq., Joel A. Waite,
Esq., and Pauline K. Morgan, Esq. at Young, Conaway, Stargatt &
Taylor LLP represent the Debtors.  Epiq Bankruptcy Solutions LLC
acts as the Debtors' claims and noticing agent.  The Official
Committee of Unsecured Creditors has selected Hahn & Hessen LLP as
its counsel.  As of March 31, 2007, American Home Mortgage's
balance sheet showed total assets of $20,553,935,000, total
liabilities of $19,330,191,000.  The Debtors' exclusive period to
file a plan expires on Dec. 4, 2007.  (American Home Bankruptcy
News, Issue No. 14, Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


AMERICAN HOME: Court Extends Cash Collateral Access Until Nov. 15
-----------------------------------------------------------------
In an emergency request filed before the U.S. Bankruptcy Court
for the District of Delaware, American Home Mortgage Investment
Corp. and its debtor-affiliates obtained interim and final
stipulated orders authorizing them to continue to use cash
collateral in accordance with a certain revised budget
through Nov. 15, 2007:

                      American Home Mortgage
                     Cash Budget -- Servicing
                Four Weeks Ending November 16, 2007

   Opening Cash Balance                             $7,500,000

      Sources of cash
         Servicing income                            7,000,000
         Other fee income                              600,000
         Investment income                           1,600,000
         LPMI receipts                               3,200,000
         Recovery -- HELOCs                          1,600,000
         Recovery -- P&I                            13,700,000
         Advance/Recovery -- Other                  (4,000,000)
                                                   -----------
      Total sources                                 23,700,000

      Uses of cash
         Non-payroll and allocated costs             3,300,000
         Payroll and payroll taxes                   2,100,000
         Retention payments                          4,000,000
         Health insurance - BCBS                       600,000
         LPMI reimbursed to corporate                        -
         P&I advances                                1,000,000
         Advances -- HELOCs                          2,000,000
         Other outflows                                      -
         B of A expenses                             1,100,000
         Debt repayment/(funding)                    7,000,000
                                                   -----------
      Total uses                                    21,100,000

   Net Cash Flow                                     2,600,000
                                                   -----------
   Closing Balance                                 $10,100,000
                                                   ===========

The Debtors maintain that the continued use of the cash
collateral will enable them to preserve the value of their loan
servicing business by funding its day-to-day operating expenses,
including payments to remaining employees.  The Debtors note that
unless they have continued use of the Cash Collateral, the value
of the collateral, namely the Servicing Business as a going
concern, will be seriously diminished.

James L. Patton, Jr., Esq., at Young Conaway Stargatt & Taylor
LLP, in Wilmington, Delaware, claimed that if the request was
denied, the Debtors will suffer immediate and irreparable harm,
the Servicing Business operations will cease, and the operational
value of the Servicing Business, which is significantly higher
than its distressed liquidation value, will not be realized.

In addition, the Debtors and Bank of America, N.A.,
administrative agent, agreed in a stipulation approved on an
interim basis by Judge Sontchi, to amend certain terms of the
final cash collateral order in connection with the Debtors'
immediate need to obtain continued use of the Cash Collateral.

Among the amendments purported by the First Interim Stipulation
and Order are:

   -- the addition of a provision regarding the sale of the
      Debtors' loan servicing business;

   -- as additional adequate protection, and without prejudice to
      the right of any other party, the Debtors will pay
      indefeasibly in cash:

      * to the Administrative Agent for the ratable benefit of
        the prepetition secured lenders, in permanent reduction
        of the indebtedness all amounts on deposit in collateral
        agent, cash collateral and construction lock box
        accounts;

      * to the Administrative Agent for the benefit of the
        Prepetition Secured Parties, an amount equal to all
        incurred but unpaid customary fees and costs, and
        professional fees and expenses; and

      * on September 5, 2007, in permanent reduction of the
        Indebtedness, all Cash Collateral on hand in respect to
        the Servicing Business in excess of $10,000,000, and on
        October 5, 2007, all Cash Collateral in excess of
        $5,000,000; and

   -- the Debtors' use of the Collateral will terminate on
      November 16, 2007,  among other termination events.

A final hearing on the request has been set for Nov. 14, 2007,
at 10:00 a.m.  Objections are due today, November 9.

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

American Home Mortgage and seven affiliates filed for chapter 11
protection on Aug. 6, 2007 (Bankr. D. Del. Case Nos. 07-11047
through 07-11054).  James L. Patton, Jr., Esq., Joel A. Waite,
Esq., and Pauline K. Morgan, Esq. at Young, Conaway, Stargatt &
Taylor LLP represent the Debtors.  Epiq Bankruptcy Solutions LLC
acts as the Debtors' claims and noticing agent.  The Official
Committee of Unsecured Creditors has selected Hahn & Hessen LLP as
its counsel.  As of March 31, 2007, American Home Mortgage's
balance sheet showed total assets of $20,553,935,000, total
liabilities of $19,330,191,000.  The Debtors' exclusive period to
file a plan expires on Dec. 4, 2007.  (American Home Bankruptcy
News, Issue No. 14, Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


AMERICAN HOME: Moody's Junks Ratings on Five Certificate Classes
----------------------------------------------------------------
Moody's Investors Service downgraded 88 classes of certificates
and placed on review for possible downgrade 18 classes of
certificates from 18 transactions issued in early 2007 and backed
by closed-end second lien mortgage loans.  A closed-end second
lien mortgage loan is a loan secured by a second priority mortgage
lien on residential real estate, and is advanced in a specified
amount at the closing of the loan.  When closed simultaneously
with a first-lien mortgage loan to purchase a home, these loans
are often known as 'piggyback loans'.

The actions reflect the extremely poor performance of closed-end
second lien mortgage loans securitized in early 2007.  These loans
have seen a high rate of early default and deals backed by those
loans have been continuously building up significant pipeline.  
The performance closely tracks the performance of "piggyback
loans' securitized in 2006 due to the aggressive underwriting
guidelines combined with prolonged home price decline.

Three Aaa-rated securities and 15 Aa-rated securities are placed
under review for possible downgrade.  Class A-1 and Class A-2 from
ACE Securities Corp.  Home Equity Loan Trust, Series 2007-ASL1
have been placed on review due to the high cumulative loss (5.32%
as of September) within 5 months of closing.  The aggressive loan
write-off didn't subdue the growth in pipeline which represents
11.85% of the current pool balance.  Class II-A from American Home
Mortgage Investment Trust is placed on review because of the
significant delinquencies (15.61%of current pool balance as of
September was 60 days or more delinquent most of which was in
foreclosure) which are likely to deplete the
overcollateralization, and cause writedowns to Classes II-M-6, II-
M-5, II-M-4, II-M-3, and II-M-2.

At the other end of the credit spectrum, 41 securities are
downgraded to Caa, Ca, and C ratings because the dramatically pool
overall performance of closed-end second lien mortgages has
already impaired or is expected to impair tranches at the bottom
of the capital structures.

                           Downgrade

Issuer: ACE Securities Corp. Home Equity Loan Trust

   - Series 2007-ASL1, Class M-4, Downgraded to Ba2 from A1;

   - Series 2007-ASL1, Class M-5, Downgraded to B1 from A2;

   - Series 2007-ASL1, Class M-6, Downgraded to B3 from A3;

   - Series 2007-ASL1, Class M-7, Downgraded to C from Baa1;

   - Series 2007-ASL1, Class M-8, Downgraded to C from Baa2;

   - Series 2007-ASL1, Class M-9, Downgraded to C from Baa3;

   - Series 2007-SL1, Class M-4, Downgraded to Baa1 from A1;

   - Series 2007-SL1, Class M-5, Downgraded to Baa2 from A2;

   - Series 2007-SL1, Class M-6, Downgraded to Ba3 from A3;

   - Series 2007-SL1, Class M-7, Downgraded to Ca from Baa1;

   - Series 2007-SL1, Class M-8, Downgraded to C from Baa2;

   - Series 2007-SL1, Class M-9, Downgraded to C from Baa3;

   - Series 2007-SL1, Class M-10, Downgraded to C from Ba1.

Issuer: Alliance Bancorp Trust

   - Series 2007-S1, Class M-2, Downgraded to Baa3 from A2;

   - Series 2007-S1, Class M-3, Downgraded to B3 from Baa2.

Issuer: American Home Mortgage Assets Trust 2007-3

   - Class III-M-2, Downgraded to Ba3 from A3;

   - Class III-P-O, Downgraded to Caa2 from Ba1.

Issuer: American Home Mortgage Investment Trust

   - Series 2007-A, Class II-M-1, Downgraded to Ba1 from Aa2;

   - Series 2007-A, Class II-M-2, Downgraded to Caa3 from A3;

   - Series 2007-A, Class II-M-3, Downgraded to C from Baa2;

   - Series 2007-A, Class II-M-4, Downgraded to C from Baa3;

   - Series 2007-A, Class II-M-5, Downgraded to C from Ba2.

Issuer: Bear Stearns Mortgage Funding Trust

   - Series 2007-SL1, Class M-4, Downgraded to Baa2 from A1;

   - Series 2007-SL1, Class M-5, Downgraded to Baa3 from A2;

   - Series 2007-SL1, Class M-6, Downgraded to Ba1 from A3;

   - Series 2007-SL1, Class B-1, Downgraded to Ca from Baa1;

   - Series 2007-SL1, Class B-2, Downgraded to C from Baa2;

   - Series 2007-SL1, Class B-3, Downgraded to C from Baa3;

   - Series 2007-SL1, Class B-4, Downgraded to C from Ba1;

   - Series 2007-SL2, Class M-4, Downgraded to Baa1 from A1;

   - Series 2007-SL2, Class M-5, Downgraded to Baa2 from A2;

   - Series 2007-SL2, Class M-6, Downgraded to B1 from A3;

   - Series 2007-SL2, Class B-1, Downgraded to Ca from Baa1;

   - Series 2007-SL2, Class B-2, Downgraded to C from Baa2;

   - Series 2007-SL2, Class B-3, Downgraded to C from Baa3.

Issuer: Bear Stearns Second Lien trust

   - Series 2007-1, Class II-M-4, Downgraded to Baa2 from A3;

   - Series 2007-1, Class II-M-5, Downgraded to Ba1 from Baa1;

   - Series 2007-1, Class II-M-6, Downgraded to B2 from Baa2;

   - Series 2007-1, Class II-B-1, Downgraded to Caa1 from Baa3;

   - Series 2007-1, Class III-M-4, Downgraded to Baa2 from A3;

   - Series 2007-1, Class III-M-5, Downgraded to Ba1 from Baa1;

   - Series 2007-1, Class III-M-6, Downgraded to B2 from Baa2;

   - Series 2007-1, Class III-B-1, Downgraded to Caa1 from Baa3.

   - Series 2007-SV1, Class B-3, Downgraded to Ba3 from Baa3;

   - Series 2007-SV1, Class B-4, Downgraded to B1 from Ba1.

Issuer: C-BASS Mortgage Loan Asset-Backed Certificates, Series
2007-SL1

   - Class B-1, Downgraded to Ba1 from Baa1;

   - Class B-2, Downgraded to B2 from Baa2;

   - Class B-3, Downgraded to Caa1 from Baa3;

   - Class B-4, Downgraded to Ca from Ba1.

Issuer: CSFB Home Equity Mortgage Trust

   - Series 2007-2, Cl. M-1, Downgraded to Baa2 from A3;

   - Series 2007-2, Cl. M-2, Downgraded to Baa3 from Baa1;

   - Series 2007-2, Cl. M-3, Downgraded to B1 from Baa2;

   - Series 2007-2, Cl. M-4, Downgraded to Caa3 from Baa3;

   - Series 2007-2, Cl. B-1, Downgraded to Ca from Ba1;

   - Series 2007-2, Cl. B-2, Downgraded to C from Ba2.

Issuer: First Franklin Mortgage Loan Trust

   - Series 2007-FFA, Class M-4, Downgraded to Baa3 from A1;

   - Series 2007-FFA, Class M-5, Downgraded to B1 from A2;

   - Series 2007-FFA, Class M-6, Downgraded to B3 from A3;

   - Series 2007-FFA, Class B-1, Downgraded to Ca from Baa1;

   - Series 2007-FFA, Class B-2, Downgraded to C from Baa2;

   - Series 2007-FFA, Class B-3, Downgraded to C from Baa3;

   - Series 2007-FFA, Class B-4, Downgraded to C from Ba1;

   - Series 2007-FFC, Class B-3, Downgraded to B2 from Baa3;

   - Series 2007-FFC, Class B-4, Downgraded to B3 from Ba1.

Issuer: Merrill Lynch Mortgage Loan Trust

   - Series 2007-SL1, Class M-5, Downgraded to Baa2 from A2;

   - Series 2007-SL1, Class M-6, Downgraded to Ba1 from A3;

   - Series 2007-SL1, Class B-1, Downgraded to B1 from Baa1;

   - Series 2007-SL1, Class B-2, Downgraded to B3 from Baa2;

   - Series 2007-SL1, Class B-3, Downgraded to Caa2 from Baa3.

Issuer: Morgan Stanley Mortgage Loan Trust

   - Series 2007-4SL, Class B-3, Downgraded to Ba3 from Baa2;

   - Series 2007-4SL, Class B-4, Downgraded to Caa2 from Ba1;

   - Series 2007-4SL, Class B-5, Downgraded to C from Ba2.

Issuer: Nomura Asset Acceptance Corporation, Alternative Loan
Trust

   - Series 2007-S1, Class M-5, Downgraded to Baa3 from A1;

   - Series 2007-S1, Class M-6, Downgraded to B1 from A3;

   - Series 2007-S1, Class M-7, Downgraded to Caa1 from A3;

   - Series 2007-S1, Class M-8, Downgraded to C from Baa1;

   - Series 2007-S1, Class M-9, Downgraded to C from Baa3;

   - Series 2007-S1, Class M-10, Downgraded to C from Ba1.

Issuer: SACO I Trust

   - Series 2007-1, Class M-5, Downgraded to Baa1 from A1;

   - Series 2007-1, Class M-6, Downgraded to Baa2 from A2;

   - Series 2007-1, Class B-1, Downgraded to Ba3 from Baa1;

   - Series 2007-1, Class B-2, Downgraded to Caa2 from Baa1;

   - Series 2007-1, Class B-3, Downgraded to C from Baa3;

   - Series 2007-1, Class B-4, Downgraded to C from Ba1;

   - Series 2007-2, Class M-4, Downgraded to Baa2 from A1;

   - Series 2007-2, Class M-5, Downgraded to Ba3 from A2;

   - Series 2007-2, Class M-6, Downgraded to B3 from A3;

   - Series 2007-2, Class B-1, Downgraded to C from Baa1.

                   Review for Possible Downgrade

Issuer: ACE Securities Corp. Home Equity Loan Trust

   - Series 2007-ASL1, Class A-1, current rating Aaa, on review
     for possible downgrade;

   - Series 2007-ASL1, Class A-2, current rating Aaa, on review
     for possible downgrade;

   - Series 2007-ASL1, Class M-1, current rating Aa1, on review
     for possible downgrade;

   - Series 2007-ASL1, Class M-2, current rating Aa2, on review
     for possible downgrade;

   - Series 2007-ASL1, Class M-3, current rating Aa3, on review
     for possible downgrade;

   - Series 2007-SL1, Class M-3, current rating Aa3, on review for
     possible downgrade.

Issuer: American Home Mortgage Investment Trust

   - Series 2007-A, Class II-A, current rating Aaa, on review for
     possible downgrade.

Issuer: Bear Stearns Mortgage Funding Trust

   - Series 2007-SL1, Class M-2, current rating Aa2, on review for
     possible downgrade;

   - Series 2007-SL1, Class M-3, current rating Aa3, on review for
     possible downgrade;

   - Series 2007-SL2, Class M-2, current rating Aa2, on review for
     possible downgrade;

   - Series 2007-SL2, Class M-3, current rating Aa3, on review for
     possible downgrade.

Issuer: First Franklin Mortgage Loan Trust

   - Series 2007-FFA, Class M-2, current rating Aa2, on review for
     possible downgrade;

   - Series 2007-FFA, Class M-3, current rating Aa3, on review for
     possible downgrade.

Issuer: Nomura Asset Acceptance Corporation, Alternative Loan
Trust

   - Series 2007-S1, Class M-2, current rating Aa2, on review for
     possible downgrade;

   - Series 2007-S1, Class M-3, current rating Aa2, on review for
     possible downgrade;

   - Series 2007-S1, Class M-4, current rating Aa3, on review for
     possible downgrade.

Issuer: SACO I Trust

   - Series 2007-1, Class M-4, current rating Aa3, on review for
     possible downgrade;

   - Series 2007-2, Class M-3, current rating Aa3, on review for
     possible downgrade.


ANDERSON MEZZANINE: Moody's Reviews Junk Ratings for Possible Cut
-----------------------------------------------------------------
Moody's Investors Service downgraded and left on review for
possible downgrade these notes issued by Anderson Mezzanine
Funding 2007-1, Ltd.:

Class Description: $130,000,000 Class A-1a Floating Rate Notes due
July 2042

   -- Prior Rating: Aaa

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

Class Description: $53,000,000 Class A-1b Floating Rate Notes due
July 2042

   -- Prior Rating: Aaa

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

Class Description: $30,500,000 Class A-2 Floating Rate Notes due
July 2042

   -- Prior Rating: Aaa

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

Class Description: $42,700,000 Class B Floating Rate Notes due
July 2042

   -- Prior Rating: Aa2

   -- Current Rating: Ba3, on review for possible downgrade

Class Description: $16,775,000 Class C Deferrable Floating Rate
Notes due July 2042

   -- Prior Rating: A2

   -- Current Rating: Caa2, on review for possible downgrade

Class Description: $11,090,000 Class D Deferrable Floating Rate
Notes due July 2042

   -- Prior Rating: Baa2

   -- Current Rating: Caa3, 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.


ARVINMERITOR INC: Closing North Carolina Operations in Sept. 2008
-----------------------------------------------------------------
ArvinMeritor Inc. will close its Commercial Vehicle Systems axle
operation in Arden, North Carolina by September 2008.

The closure is part of the restructuring actions in North America
and Europe which the company expects to affect 13 plants and 2,800
employees, resulting in an estimated annual run rate savings of
$130-$140 million by 2012.

Operations based in Arden will be transferred to the company's
facility in Forest City, North Carolina and to a plant in
Monterrey, Mexico.  The company intends to begin transferring work
in February 2008.

Fifty-six employees at the Arden facility were advised of the
November 7 closure.  Arden employees will transfer to the
Fletcher, North Carolina facility.

"ArvinMeritor is taking action to optimize its global
manufacturing footprint which will enable us to better serve our
customers while reducing our cost structure," Wayne Watson,
general manager, operations, North America, said.

                        About Arvinmeritor

Headquartered in Troy, Michigan, ArvinMeritor Inc. (NYSE: ARM)
-- http://www.arvinmeritor.com/-- supplies integrated systems,     
modules and components to the motor vehicle industry.  The company
serves light vehicle, commercial truck, trailer and specialty
original equipment manufacturers and certain aftermarkets.  
ArvinMeritor employs about 19,000 people in 25 countries.

                          *     *     *

As reported in the Troubled Company Reporter on Oct. 9, 2007,
Fitch Ratings downgraded its ratings on ArvinMeritor Inc.
including Issuer Default Rating to 'BB-' from 'BB'; Senior secured
revolver to 'BB' from 'BB+'; and Senior unsecured notes to 'B+'
from 'BB-'.  The rating outlook is negative.

Standard & Poor's Ratings Services lowered its corporate credit
rating and related ratings on ArvinMeritor Inc. to 'B+' from
'BB-'.  The outlook is negative.  
      
Moody's Investors Service downgraded ArvinMeritor's Corporate
Family Rating to B1 from Ba3 and maintained the outlook at stable.  
Moody's also lowered its ratings on the company's secured bank
obligations (to Ba1, LGD-1, 8% from Baa3, LGD-2, 13%) and
unsecured notes (to B2, LGD-4, 63% from B1, LGD-4, 63%).  The
Probability of Default is changed to B1 from Ba3, while the
company's Speculative Grade Liquidity rating remains SGL-2.  The
outlook is stable.


ASSEN DAIRY: Case Summary & 19 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Assen Dairy, LLC
        8500 Yankeetown-Chenoweth Road
        London, OH 43140

Bankruptcy Case No.: 07-59038

Chapter 11 Petition Date: November 7, 2007

Court: Southern District of Ohio (Columbus)

Judge: C. Kathryn Preston

Debtor's Counsel: J. Matthew Fisher, Esq.
                  Allen Kuehnle Stovall & Neuman LLP
                  21 West Broad Street, Suite 400
                  Columbus, OH 43215
                  Tel: (614) 221-8500
                  Fax: (614) 221-5988

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
   ------                        ---------------     ------------
Pitstick Oakhill Farms           Business Debt           $245,000
15290 Prairie Pike
South Solon, OH 43153

Site-n-Pipe                      EPA Silage Pond          $75,111
P.O. Box 43
Marysville, OH 43040

Chappano Wood PLLC               Legal Services           $35,928
9th Floor
8 East Long Street
Columbus, OH 43215-2925

Kalmbach Feeds of Indiana, Inc.  Feed Mixes               $35,489

Pieter Assen Premier Feeds       Seeds and Fertilizer     $32,899

Renaissance Nutrition Inc.       Mineral Mixes            $30,952

U.S. Department of Agriculture   MILCX Subsidy            $19,395

Premier Feeds                    Feeds                    $15,346

Cargill Malt                     Brewer's Grain           $12,042

Vallery & Dorn                   Crop Insurance           $11,947

North Point Engineering Corp.    Engineering              $10,632

Ohio Edison                      Utility - Electric       $10,396

ABS Global, Inc.                 Breeding Services        $10,324

Indiana Animal Health            Medicine                  $9,300

Monsanto Company                 BST                       $8,014

Progressive Hoof Care            Hoof Trimming Service     $6,214

Feedercreek Veterinary Service   Veterinary services       $4,296

Farm Plan                        Tractor Repair            $3,963

Hill's Supply Inc.               Parlor Service            $3,750


ATARI INC: June 30 Balance Sheet Upside-Down by $8.6 Million
------------------------------------------------------------
Atari Inc. disclosed Tuesday that it has filed its delayed
quarterly report on Form 10-Q for the first quarter ended June 30,
2007.

Atari anticipates that the filing of its Form 10-Q will bring it
current in its periodic reporting obligations.  As previously
disclosed, the staff of Nasdaq notified Atari that its stock was
subject to delisting because of its failure to comply with those
requirements and granted Atari an extension to file its delayed
Form 10-Q until Nov. 5, 2007.  Atari notified the staff of Nasdaq
of the need for an additional day and is awaiting their final
determination.

Atari Inc.'s consolidated balance sheet at June 30, 2007, showed
$35.0 million in total assets and $43.6 million in total
liabilities, resulting in an $8.6 million in total shareholders'

The company's consolidated balance sheet at June 30, 2007, also
showed strained liquidity with $25.2 million in total current
assets available to pay $34.1 million in total current
liabilities.

Net loss for the first quarter ended June 30, 2007, was
$11.9 million, compared to net loss of $7.3 million in the year-
earlier period.

Net revenue for the first quarter ended June 30, 2007, was
$10.4 million versus $19.5 million in the comparable year-earlier
period.  Publishing net revenue was $9.7 million, versus
$9.8 million in the prior year, while distribution revenue was
$687,000, versus $9.7 million in the comparable year-earlier
period.

Total distribution net revenues for the three months ended
June 30, 2007 decreased by 93.0% from the prior comparable period
due to the overall decrease in product sales of third party
publishers as a result of management's decision to reduce the
company's third party distribution operations in efforts to move
away from lower margin products.

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?2517

                       Going Concern Doubt

New York-based Deloitte & Touche LLP expressed substantial doubt
about Atari's ability to continue as a going concern after
auditing the company's consolidated financial statements for the
year ended March 31, 2007.  The auditing firm pointed to the
company's significant operating losses.

                         About Atari Inc.

Headquartered in New York, Atari Incorporated, (NASDAQ: ATAR) -
http://www.atari.com/ -- develops interactive games for all  
platforms and is a third-party publisher of interactive
entertainment software in the U.S.  Atari Inc. is a majority-owned
subsidiary of France-based Infogrames Entertainment SA, an
interactive games publisher in Europe.


BALLY TECHNOLOGIES: Buying Compudigm's Gaming Power & seePOWER
--------------------------------------------------------------
Bally Technologies Inc. has signed a contract to acquire the
Gaming Power and seePOWER applications for the gaming industry
from Compudigm International, adding exclusive and powerful data
visualization and business analysis technology to the new Bally
Business Intelligence product line.
    
Compudigm's integrated solutions will immediately serve as a key
component in Bally's server-gaming strategy and the company's
plans for delivering "The Networked Floor Of The Future."
    
The acquired Compudigm technology currently monitors, manages and
optimizes data from more than 60,000 gaming positions around the
world that generate $6 billion in annual revenues. Current
customers using this product for marketing and business analysis
include Harrah's Entertainment, Penn National Gaming, Trump
Entertainment Resorts and the Seminole Tribe of
Florida, well as major casinos in New Zealand and Australia.
    
Bally also launched a comprehensive Business Intelligence solution
that will consist of two distinct and integrated
modules -- its internally developed Data Analysis Dashboard and
Compudigm's Gaming Power and seePower Data Visualization modules
-- both working off one combined Gaming Data Warehouse. This
combination of two best-of-breed solutions will offer the most
powerful and state-of-the-art business intelligence suite for the
gaming industry.
    
The Data Analysis Dashboard offers more than 650 predefined key
performance indicators, graphical data analysis charts and graphs,
more than 150 predefined reports and ad-hoc reporting that will
bring all essential information required to manage a casino just a
few computer clicks away.
    
"The Compudigm technology acquisition is consistent with our
commitment to deliver leading, yet useable technology with a
strong return on investment to our Systems footprint of more than
368,000 devices worldwide," Richard Haddrill, CEO of Bally
Technologies, said.  "Our leading business intelligence suite of
products will be a key component in delivering ROI on the evolving
'networked gaming floor of the future."
    
The new Bally Business Intelligence product line will feature
multiple pricing and scalable options for the different data
warehousing, business analysis and data visualization solutions.
    
"When combined with the acquired Compudigm technology, this will
allow for dynamic decision-making that doesn't currently exist in
the industry today and will be the most comprehensive business
intelligence package in the gaming space," Bruce Rowe, senior vice
president of Strategy and Business Development for Bally," said.  
"And it's the perfect foundational technology for both today's
networked floor and for the potential created by server
applications."
    
The Compudigm Gaming Power technology specializes in connecting
customer data with individual game data, providing game and
marketing managers with deep insights into how casino patrons
interact with the gaming floor.  seePOWER transforms massive
volumes of transaction and customer data, from any system, into
critical, real-time visual insights from a physical perspective
designed to prompt smarter, faster and more profitable decision-
making.
    
The Compudigm products Bally is acquiring transform the deluge of
data generated by casino slots, tables and customer loyalty
systems into actionable, visual insights that help casino managers
make the smartest, fastest marketing and game floor management
decisions possible.
    
"The Bally solution will utilize seePOWER's smart marketing and
predictive engine to unlock real value and to realize the full
potential of a casino's business," Wout van Loon, CEO of Compudigm
International, said.  "The seePOWER platform has provided many
gaming customers with an unparalleled competitive advantage."
    
The Bally agreement represents Compudigm's business model to
provide solution providers with the seePOWER platform and
application development suite to deliver visualization, customer
profiling, customer segmentation and content-intelligence to the
entertainment, loyalty, financial services, retail,
telecommunications, utilities and health sciences industries.
    
                 About Compudigm International
    
Headquartered in Las Vegas, Nevada, Compudigm International --
http://www.compudigm.com/-- delivers business intelligence  
solutions based upon its seePOWER data visualization technology,
which enables enterprises to transform disparate data into
actionable, visual intelligence for significant competitive
advantage.  Founded in 1997, the company enables enterprises to
see their business clearly by animating,
illustrating and infusing maps and floor-plans well as product,
engineering and scientific diagrams with comprehensive business
intelligence.  Compudigm also delivers visualization, customer
profiling, and content-intelligence as well as advice and guidance
solutions to the gaming, retail, entertainment,
telecommunications, utilities, health sciences and financial
service industries.  

                  About Bally Technologies Inc.

Headquartered in Las Vegas, Nevada, Bally Technologies Inc.
(NYSE:BYI) - http://www.ballytech.com/-- is engaged in the  
design, manufacture, assembly and distribution of technology based
products to commercial gaming markets.  The company's business
consists of two business units: the Bally Gaming and Systems
business unit and the Rainbow Casino (Rainbow) business unit.  The
Bally Gaming and Systems unit consists of three primary sub-
groups: Gaming Equipment, which includes the sale of gaming
devices; Gaming Operations, which includes the rent and lease of
gaming devices, and Systems, which includes the sale and support
of gaming systems. It also owns and operates the Rainbow Casino in
Vicksburg, Mississippi.

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 7, 2007,
Standard & Poor's Ratings Services raised its corporate credit and
senior secured debt ratings on Las Vegas-based Bally Technologies
Inc. to 'B+' from 'B-'.  Concurrently, S&P revised the CreditWatch
implications to positive from developing.


BALLYROCK ABS: Moody's Cuts Rating on $26 Mil. Secured Notes to B3
------------------------------------------------------------------
Moody's Investors Service announced today that it has placed the
following notes issued by Ballyrock ABS CDO 2007-1 Limited on
review for possible downgrade:

Class Description: $150,000,000 Class A-1b Senior Secured Floating
Rate Notes Due 2047

   -- Prior Rating: Aaa

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

Class Description: $56,250,000 Class A-2 Senior Secured Floating
Rate Notes Due 2047

   -- Prior Rating: Aaa

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

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

Class Description: $56,250,000 Class B Secured Floating Rate Notes
Due 2047

   -- Prior Rating: Aa2

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

Class Description: $27,500,000 Class C Secured Deferrable Floating
Rate Notes Due 2047

   -- Prior Rating: A2

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

Class Description: $26,250,000 Class D Mezzanine Secured
Deferrable Floating Rate Notes Due 2047

   -- Prior Rating: Baa2

   -- 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
residential mortgage-backed securities.


BARNERT HOSPITAL: Wants to Obtain $5 Mil. DIP Funding from HCFFA
----------------------------------------------------------------
Nathan and Miriam Barnert Memorial Hospital Association, dba
Barnert Hospital, seeks permission from the U.S. Bankruptcy Court
for the District of New Jersey to obtain debtor-in-possession
financing from New Jersey Health Care Facilities Financing
Authority.

New Jersey Health has agreed to provide the Debtor with up to
$5 million of revolving credit facility.  Interest on the loan is
4.25% per annum.  

The proposed lending facility will be structured initially as a  
sub-limit for advances of up to a maximum of $2,500,000.

The funds will be used to pay the Debtor's bankruptcy expenses.

As adequate protection for NHC, the Debtor proposes to grant NHC a
senior and priming lien on all of the Debtor's accounts and
account related intangibles.

Nathan and Miriam Barnert Memorial Hospital Association, dba
Barnert Hospital, owns and operates a 256 bed general acute
care community hospital located at 680 Broadway in Paterson,
New Jersey.

The company filed for chapter 11 protection on Aug. 15, 2007
(Bankr. D. N.J. Case No. 07-21631).  David J. Adler, Esq., at
McCarter & English, LLP, represents the Debtor in its
restructuring efforts.  Warren J. Martin Jr., Esq. and John S.
Mairo, Esq., at Porzio Bromberg & Newman, P.C., represent the
Official Committee of Unsecured Creditors in this case.  Donlin
Recano & Company Inc. is the Debtor's claims, noticing, and
balloting agent.  The Debtor's schedules reflect total assets of
$46,600,967 and total liabilities of $61,303,505.


BEAR STEARNS: Fitch Cuts Rating on Class II-B-4 Cert. to BB-
------------------------------------------------------------
Fitch has these action on Bear Stearns ALT-A Trust, mortgage pass-
through certificates, series 2006-7 Group II as:

  -- Class A affirmed at 'AAA';
  -- Class II-B-1 affirmed at 'AA';
  -- Class II-B-2 affirmed at 'A';
  -- Class II-B-3 affirmed at 'BBB';
  -- Class II-B-4 downgraded to 'BB-' from 'BB';
  -- Class II-B-5 downgraded to 'C/DR4' from 'B'.

The trust consists primarily of a pool of adjustable rate Alt-A
type mortgage loans secured by first liens on one- to four-family
residential properties.

The affirmations are due to stable relationships between credit
enhancement and future expected losses, and affect approximately
$564.68 million in outstanding certificates.  The negative rating
actions are due to a deteriorating relationship between CE and
future expected losses, and affect approximately $6.93 million in
outstanding certificates.

As of the October 2007 distribution period, the pool has
approximately 4.30% of its collateral in the 60+ delinquency
bucket (including Bankruptcy, Foreclosure, and Real Estate Owned)
while the current CE for most subordinate Fitch rated class (II-B-
5) is 0.47%.  The transaction has a pool factor (current
collateral balance as a percentage of initial collateral balance)
of approximately 83%, and is 12 months seasoned.


BEAR STEARNS: Fitch Lowers Ratings on Three Certificate Classes
---------------------------------------------------------------
Fitch Ratings has taken these rating actions on the Bear Stearns
mortgage pass-through certificates listed below:

BSABS 2006-AC2 Group 2
  -- Class A affirmed at 'AAA';
  -- Class 2-B-1 affirmed at 'AA';
  -- Class 2-B-2 affirmed at 'A';
  -- Class 2-B-3 downgraded to 'BBB-' from 'BBB';
  -- Class 2-B-4 downgraded to 'B' from 'BB' and removed from
     Rating Watch Negative;
  -- Class 2-B-5 downgraded to 'C/DR5' from 'B' and removed
     from Rating Watch Negative.

The collateral in the aforementioned transaction consists of
fixed-rate, conventional mortgage loans secured by first liens on
one- to four-family residential properties.  The originator of the
majority of the loans is American Home Mortgage, which comprised
76.73% of the pool's original balance.  Fitch did not rate the
Group 1 certificates.

Wells Fargo Home Mortgage, Inc. is the servicer (rated 'RPS1' by
Fitch).

The affirmations reflect a stable relationship between credit
enhancement and future expected losses, and affect approximately
$172.11 million in outstanding certificates.  The negative rating
actions reflect deterioration in the relationship between CE and
future expected losses, and affect approximately $6.37 million in
outstanding certificates.  As of the October 2007 remittance
period, the pool factor is approximately 73%, and is 20 months
seasoned.  The cumulative loss as a percentage of original
collateral balance is approximately 0.23%.  The 60+ delinquency
(inclusive of bankruptcy, foreclosure and REO) is 6.31%.


BEAR STEARNS: Moody's Junks Ratings on Nine Certificate Classes
---------------------------------------------------------------
Moody's Investors Service downgraded 88 classes of certificates
and placed on review for possible downgrade 18 classes of
certificates from 18 transactions issued in early 2007 and backed
by closed-end second lien mortgage loans.  A closed-end second
lien mortgage loan is a loan secured by a second priority mortgage
lien on residential real estate, and is advanced in a specified
amount at the closing of the loan.  When closed simultaneously
with a first-lien mortgage loan to purchase a home, these loans
are often known as 'piggyback loans'.

The actions reflect the extremely poor performance of closed-end
second lien mortgage loans securitized in early 2007.  These loans
have seen a high rate of early default and deals backed by those
loans have been continuously building up significant pipeline.  
The performance closely tracks the performance of "piggyback
loans' securitized in 2006 due to the aggressive underwriting
guidelines combined with prolonged home price decline.

Three Aaa-rated securities and 15 Aa-rated securities are placed
under review for possible downgrade.  Class A-1 and Class A-2 from
ACE Securities Corp.  Home Equity Loan Trust, Series 2007-ASL1
have been placed on review due to the high cumulative loss (5.32%
as of September) within 5 months of closing.  The aggressive loan
write-off didn't subdue the growth in pipeline which represents
11.85% of the current pool balance.  Class II-A from American Home
Mortgage Investment Trust is placed on review because of the
significant delinquencies (15.61%of current pool balance as of
September was 60 days or more delinquent most of which was in
foreclosure) which are likely to deplete the
overcollateralization, and cause writedowns to Classes II-M-6, II-
M-5, II-M-4, II-M-3, and II-M-2.

At the other end of the credit spectrum, 41 securities are
downgraded to Caa, Ca, and C ratings because the dramatically pool
overall performance of closed-end second lien mortgages has
already impaired or is expected to impair tranches at the bottom
of the capital structures.

                           Downgrade

Issuer: ACE Securities Corp. Home Equity Loan Trust

   - Series 2007-ASL1, Class M-4, Downgraded to Ba2 from A1;

   - Series 2007-ASL1, Class M-5, Downgraded to B1 from A2;

   - Series 2007-ASL1, Class M-6, Downgraded to B3 from A3;

   - Series 2007-ASL1, Class M-7, Downgraded to C from Baa1;

   - Series 2007-ASL1, Class M-8, Downgraded to C from Baa2;

   - Series 2007-ASL1, Class M-9, Downgraded to C from Baa3;

   - Series 2007-SL1, Class M-4, Downgraded to Baa1 from A1;

   - Series 2007-SL1, Class M-5, Downgraded to Baa2 from A2;

   - Series 2007-SL1, Class M-6, Downgraded to Ba3 from A3;

   - Series 2007-SL1, Class M-7, Downgraded to Ca from Baa1;

   - Series 2007-SL1, Class M-8, Downgraded to C from Baa2;

   - Series 2007-SL1, Class M-9, Downgraded to C from Baa3;

   - Series 2007-SL1, Class M-10, Downgraded to C from Ba1.

Issuer: Alliance Bancorp Trust

   - Series 2007-S1, Class M-2, Downgraded to Baa3 from A2;

   - Series 2007-S1, Class M-3, Downgraded to B3 from Baa2.

Issuer: American Home Mortgage Assets Trust 2007-3

   - Class III-M-2, Downgraded to Ba3 from A3;

   - Class III-P-O, Downgraded to Caa2 from Ba1.

Issuer: American Home Mortgage Investment Trust

   - Series 2007-A, Class II-M-1, Downgraded to Ba1 from Aa2;

   - Series 2007-A, Class II-M-2, Downgraded to Caa3 from A3;

   - Series 2007-A, Class II-M-3, Downgraded to C from Baa2;

   - Series 2007-A, Class II-M-4, Downgraded to C from Baa3;

   - Series 2007-A, Class II-M-5, Downgraded to C from Ba2.

Issuer: Bear Stearns Mortgage Funding Trust

   - Series 2007-SL1, Class M-4, Downgraded to Baa2 from A1;

   - Series 2007-SL1, Class M-5, Downgraded to Baa3 from A2;

   - Series 2007-SL1, Class M-6, Downgraded to Ba1 from A3;

   - Series 2007-SL1, Class B-1, Downgraded to Ca from Baa1;

   - Series 2007-SL1, Class B-2, Downgraded to C from Baa2;

   - Series 2007-SL1, Class B-3, Downgraded to C from Baa3;

   - Series 2007-SL1, Class B-4, Downgraded to C from Ba1;

   - Series 2007-SL2, Class M-4, Downgraded to Baa1 from A1;

   - Series 2007-SL2, Class M-5, Downgraded to Baa2 from A2;

   - Series 2007-SL2, Class M-6, Downgraded to B1 from A3;

   - Series 2007-SL2, Class B-1, Downgraded to Ca from Baa1;

   - Series 2007-SL2, Class B-2, Downgraded to C from Baa2;

   - Series 2007-SL2, Class B-3, Downgraded to C from Baa3.

Issuer: Bear Stearns Second Lien trust

   - Series 2007-1, Class II-M-4, Downgraded to Baa2 from A3;

   - Series 2007-1, Class II-M-5, Downgraded to Ba1 from Baa1;

   - Series 2007-1, Class II-M-6, Downgraded to B2 from Baa2;

   - Series 2007-1, Class II-B-1, Downgraded to Caa1 from Baa3;

   - Series 2007-1, Class III-M-4, Downgraded to Baa2 from A3;

   - Series 2007-1, Class III-M-5, Downgraded to Ba1 from Baa1;

   - Series 2007-1, Class III-M-6, Downgraded to B2 from Baa2;

   - Series 2007-1, Class III-B-1, Downgraded to Caa1 from Baa3.

   - Series 2007-SV1, Class B-3, Downgraded to Ba3 from Baa3;

   - Series 2007-SV1, Class B-4, Downgraded to B1 from Ba1.

Issuer: C-BASS Mortgage Loan Asset-Backed Certificates, Series
2007-SL1

   - Class B-1, Downgraded to Ba1 from Baa1;

   - Class B-2, Downgraded to B2 from Baa2;

   - Class B-3, Downgraded to Caa1 from Baa3;

   - Class B-4, Downgraded to Ca from Ba1.

Issuer: CSFB Home Equity Mortgage Trust

   - Series 2007-2, Cl. M-1, Downgraded to Baa2 from A3;

   - Series 2007-2, Cl. M-2, Downgraded to Baa3 from Baa1;

   - Series 2007-2, Cl. M-3, Downgraded to B1 from Baa2;

   - Series 2007-2, Cl. M-4, Downgraded to Caa3 from Baa3;

   - Series 2007-2, Cl. B-1, Downgraded to Ca from Ba1;

   - Series 2007-2, Cl. B-2, Downgraded to C from Ba2.

Issuer: First Franklin Mortgage Loan Trust

   - Series 2007-FFA, Class M-4, Downgraded to Baa3 from A1;

   - Series 2007-FFA, Class M-5, Downgraded to B1 from A2;

   - Series 2007-FFA, Class M-6, Downgraded to B3 from A3;

   - Series 2007-FFA, Class B-1, Downgraded to Ca from Baa1;

   - Series 2007-FFA, Class B-2, Downgraded to C from Baa2;

   - Series 2007-FFA, Class B-3, Downgraded to C from Baa3;

   - Series 2007-FFA, Class B-4, Downgraded to C from Ba1;

   - Series 2007-FFC, Class B-3, Downgraded to B2 from Baa3;

   - Series 2007-FFC, Class B-4, Downgraded to B3 from Ba1.

Issuer: Merrill Lynch Mortgage Loan Trust

   - Series 2007-SL1, Class M-5, Downgraded to Baa2 from A2;

   - Series 2007-SL1, Class M-6, Downgraded to Ba1 from A3;

   - Series 2007-SL1, Class B-1, Downgraded to B1 from Baa1;

   - Series 2007-SL1, Class B-2, Downgraded to B3 from Baa2;

   - Series 2007-SL1, Class B-3, Downgraded to Caa2 from Baa3.

Issuer: Morgan Stanley Mortgage Loan Trust

   - Series 2007-4SL, Class B-3, Downgraded to Ba3 from Baa2;

   - Series 2007-4SL, Class B-4, Downgraded to Caa2 from Ba1;

   - Series 2007-4SL, Class B-5, Downgraded to C from Ba2.

Issuer: Nomura Asset Acceptance Corporation, Alternative Loan
Trust

   - Series 2007-S1, Class M-5, Downgraded to Baa3 from A1;

   - Series 2007-S1, Class M-6, Downgraded to B1 from A3;

   - Series 2007-S1, Class M-7, Downgraded to Caa1 from A3;

   - Series 2007-S1, Class M-8, Downgraded to C from Baa1;

   - Series 2007-S1, Class M-9, Downgraded to C from Baa3;

   - Series 2007-S1, Class M-10, Downgraded to C from Ba1.

Issuer: SACO I Trust

   - Series 2007-1, Class M-5, Downgraded to Baa1 from A1;

   - Series 2007-1, Class M-6, Downgraded to Baa2 from A2;

   - Series 2007-1, Class B-1, Downgraded to Ba3 from Baa1;

   - Series 2007-1, Class B-2, Downgraded to Caa2 from Baa1;

   - Series 2007-1, Class B-3, Downgraded to C from Baa3;

   - Series 2007-1, Class B-4, Downgraded to C from Ba1;

   - Series 2007-2, Class M-4, Downgraded to Baa2 from A1;

   - Series 2007-2, Class M-5, Downgraded to Ba3 from A2;

   - Series 2007-2, Class M-6, Downgraded to B3 from A3;

   - Series 2007-2, Class B-1, Downgraded to C from Baa1.

                   Review for Possible Downgrade

Issuer: ACE Securities Corp. Home Equity Loan Trust

   - Series 2007-ASL1, Class A-1, current rating Aaa, on review
     for possible downgrade;

   - Series 2007-ASL1, Class A-2, current rating Aaa, on review
     for possible downgrade;

   - Series 2007-ASL1, Class M-1, current rating Aa1, on review
     for possible downgrade;

   - Series 2007-ASL1, Class M-2, current rating Aa2, on review
     for possible downgrade;

   - Series 2007-ASL1, Class M-3, current rating Aa3, on review
     for possible downgrade;

   - Series 2007-SL1, Class M-3, current rating Aa3, on review for
     possible downgrade.

Issuer: American Home Mortgage Investment Trust

   - Series 2007-A, Class II-A, current rating Aaa, on review for
     possible downgrade.

Issuer: Bear Stearns Mortgage Funding Trust

   - Series 2007-SL1, Class M-2, current rating Aa2, on review for
     possible downgrade;

   - Series 2007-SL1, Class M-3, current rating Aa3, on review for
     possible downgrade;

   - Series 2007-SL2, Class M-2, current rating Aa2, on review for
     possible downgrade;

   - Series 2007-SL2, Class M-3, current rating Aa3, on review for
     possible downgrade.

Issuer: First Franklin Mortgage Loan Trust

   - Series 2007-FFA, Class M-2, current rating Aa2, on review for
     possible downgrade;

   - Series 2007-FFA, Class M-3, current rating Aa3, on review for
     possible downgrade.

Issuer: Nomura Asset Acceptance Corporation, Alternative Loan
Trust

   - Series 2007-S1, Class M-2, current rating Aa2, on review for
     possible downgrade;

   - Series 2007-S1, Class M-3, current rating Aa2, on review for
     possible downgrade;

   - Series 2007-S1, Class M-4, current rating Aa3, on review for
     possible downgrade.

Issuer: SACO I Trust

   - Series 2007-1, Class M-4, current rating Aa3, on review for
     possible downgrade;

   - Series 2007-2, Class M-3, current rating Aa3, on review for
     possible downgrade.


BERNOULLI HIGH: Moody's Puts Ba2 Rated Sr. Notes Under Neg. Watch
-----------------------------------------------------------------
Moody's Investors Service placed these notes issued by Bernoulli
High Grade CDO I, Ltd. on review for possible downgrade:

Class Description: $15,000,000 Class C Fourth Priority Senior
Deferrable Secured Floating Rate Notes

   -- Prior Rating: A2

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

Class Description: $15,000,000 Class D Fifth Priority Mezzanine
Deferrable Secured Floating Rate Notes

   -- Prior Rating: Baa2

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

Class Description: Senior Income Notes

   -- 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 asset-
backed securities and synthetic securities.


BF SAUL: Moody's Changes Rating Outlook from Stable to Negative
---------------------------------------------------------------
Moody's Investors Service changed the rating outlook on B.F. Saul
Real Estate Investment Trust and its thrift subsidiary Chevy Chase
Bank, F.S.B. to negative from stable.  B.F. Saul's issuer rating
is Ba2 and Chevy Chase is rated C- for bank financial strength and
Baa1/P-2 for long- and short-term deposits.  The consolidated
entity is referred to hereafter as 'B.F. Saul/Chevy Chase'.

Moody's said the change in outlook reflects the deteriorating
prospects for B.F. Saul/Chevy Chase's financial metrics due to the
stress on Chevy Chase's mortgage banking business that has
resulted from the disruption in the market for non-conforming
residential mortgage-backed securities.  Moody's observed that the
profitability of Chevy Chase has trailed that of peers due to a
comparatively high overhead ratio for some time, and more recently
has suffered because of the disruption.  The rating agency noted
that the thrift subsidiary is taking steps to adjust it mortgage
banking model, which is centered on the option ARM loan product,
and to control expenses in the face of this earnings pressure.

Moody's said that Chevy Chase's asset quality indicators are good,
and its liquidity and capital adequacy profiles are sound.  The
rating agency noted that in common with many banking institutions,
Chevy Chase has experienced a modest increase in nonperforming
assets in recent quarters, arising largely from its portfolio of
residential mortgages in the face of a softening housing market.
Moody's said that further deterioration in Chevy Chase's and the
industry's residential mortgage asset quality indicators is likely
as the downturn in the housing market unfolds, particularly if it
is accompanied by rising unemployment.  Some deterioration in
these asset quality indicators has already been factored into
Moody's ratings, the rating agency added.

Moody's said that the combination of deterioration in asset
quality metrics beyond expectations and further sustained weakness
in profitability could result in a downgrade of B.F. Saul/Chevy
Chase's ratings.

Lastly, Moody's said that it continues to monitor the situation
with regard to the Truth In Lending Act class action litigation
that Chevy Chase is currently engaged in, and the potential impact
an adverse outcome could have on the company's financial metrics.
At the moment, the potential impact is unclear.  Should the impact
be of sufficient size to materially affect the company's financial
profile, negative rating pressure could emerge, the rating agency
added.

The entities affected by the change in outlook to negative are:

B.F. Saul Real Estate Investment Trust

   - Issuer at Ba2

   - Senior Secured at Ba2

Chevy Chase Bank, F.S.B

   - Long- and short-term bank deposits at Baa1/P-2

   - Issuer rating at Baa1

   - Long- and short-term other senior obligations at Baa1/P-2

   - Subordinate at Baa2

Chevy Chase Preferred Capital Corporation

   - Preferred Stock at Baa3

B.F. Saul Real Estate Investment Trust, headquartered in Bethesda,
Maryland, and the holding company of Chevy Chase Bank, F.S.B.,
reported consolidated assets of $15.4 billion at the end of June
2007.


BILTMORE CDO: Moody's Reviews Ba3 Rating for Possible Downgrade
---------------------------------------------------------------
Moody's Investors Service placed these notes issued by Biltmore
CDO 2007-1, Ltd. on review for possible downgrade:

Class Description: $350,000,000 Class A-2 Second Priority Senior
Secured Floating Rate Notes Due 2050

   -- Prior Rating: Aaa

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

Class Description: $50,000,000 Class A-3 Third Priority Senior
Secured Floating Rate Notes Due 2050

   -- Prior Rating: Aaa

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

Class Description: $55,000,000 Class A-4 Fourth Priority Senior
Secured Floating Rate Notes Due 2050

   -- Prior Rating: Aaa

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

Class Description: $20,000,000 Class B Fifth Priority Mezzanine
Secured Floating Rate Notes Due 2050

   -- Prior Rating: Aa2

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

Class Description: $5,000,000 Class C Sixth Priority Mezzanine
Secured Floating Rate Notes Due 2050

   -- Prior Rating: Aa3

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

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

Class Description: $8,000,000 Class D Seventh Priority Mezzanine
Secured Deferrable Floating Rate Notes Due 2050

   -- Prior Rating: A2

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

Class Description: $8,500,000 Class E Eighth Priority Mezzanine
Secured Deferrable Floating Rate Notes Due 2050

   -- 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 structured
finance securities.


C-BASS MORTGAGE: Moody's Junks Ratings on Two Certificate Classes
-----------------------------------------------------------------
Moody's Investors Service downgraded 88 classes of certificates
and placed on review for possible downgrade 18 classes of
certificates from 18 transactions issued in early 2007 and backed
by closed-end second lien mortgage loans.  A closed-end second
lien mortgage loan is a loan secured by a second priority mortgage
lien on residential real estate, and is advanced in a specified
amount at the closing of the loan.  When closed simultaneously
with a first-lien mortgage loan to purchase a home, these loans
are often known as 'piggyback loans'.

The actions reflect the extremely poor performance of closed-end
second lien mortgage loans securitized in early 2007.  These loans
have seen a high rate of early default and deals backed by those
loans have been continuously building up significant pipeline.  
The performance closely tracks the performance of "piggyback
loans' securitized in 2006 due to the aggressive underwriting
guidelines combined with prolonged home price decline.

Three Aaa-rated securities and 15 Aa-rated securities are placed
under review for possible downgrade.  Class A-1 and Class A-2 from
ACE Securities Corp.  Home Equity Loan Trust, Series 2007-ASL1
have been placed on review due to the high cumulative loss (5.32%
as of September) within 5 months of closing.  The aggressive loan
write-off didn't subdue the growth in pipeline which represents
11.85% of the current pool balance.  Class II-A from American Home
Mortgage Investment Trust is placed on review because of the
significant delinquencies (15.61%of current pool balance as of
September was 60 days or more delinquent most of which was in
foreclosure) which are likely to deplete the
overcollateralization, and cause writedowns to Classes II-M-6, II-
M-5, II-M-4, II-M-3, and II-M-2.

At the other end of the credit spectrum, 41 securities are
downgraded to Caa, Ca, and C ratings because the dramatically pool
overall performance of closed-end second lien mortgages has
already impaired or is expected to impair tranches at the bottom
of the capital structures.

                           Downgrade

Issuer: ACE Securities Corp. Home Equity Loan Trust

   - Series 2007-ASL1, Class M-4, Downgraded to Ba2 from A1;

   - Series 2007-ASL1, Class M-5, Downgraded to B1 from A2;

   - Series 2007-ASL1, Class M-6, Downgraded to B3 from A3;

   - Series 2007-ASL1, Class M-7, Downgraded to C from Baa1;

   - Series 2007-ASL1, Class M-8, Downgraded to C from Baa2;

   - Series 2007-ASL1, Class M-9, Downgraded to C from Baa3;

   - Series 2007-SL1, Class M-4, Downgraded to Baa1 from A1;

   - Series 2007-SL1, Class M-5, Downgraded to Baa2 from A2;

   - Series 2007-SL1, Class M-6, Downgraded to Ba3 from A3;

   - Series 2007-SL1, Class M-7, Downgraded to Ca from Baa1;

   - Series 2007-SL1, Class M-8, Downgraded to C from Baa2;

   - Series 2007-SL1, Class M-9, Downgraded to C from Baa3;

   - Series 2007-SL1, Class M-10, Downgraded to C from Ba1.

Issuer: Alliance Bancorp Trust

   - Series 2007-S1, Class M-2, Downgraded to Baa3 from A2;

   - Series 2007-S1, Class M-3, Downgraded to B3 from Baa2.

Issuer: American Home Mortgage Assets Trust 2007-3

   - Class III-M-2, Downgraded to Ba3 from A3;

   - Class III-P-O, Downgraded to Caa2 from Ba1.

Issuer: American Home Mortgage Investment Trust

   - Series 2007-A, Class II-M-1, Downgraded to Ba1 from Aa2;

   - Series 2007-A, Class II-M-2, Downgraded to Caa3 from A3;

   - Series 2007-A, Class II-M-3, Downgraded to C from Baa2;

   - Series 2007-A, Class II-M-4, Downgraded to C from Baa3;

   - Series 2007-A, Class II-M-5, Downgraded to C from Ba2.

Issuer: Bear Stearns Mortgage Funding Trust

   - Series 2007-SL1, Class M-4, Downgraded to Baa2 from A1;

   - Series 2007-SL1, Class M-5, Downgraded to Baa3 from A2;

   - Series 2007-SL1, Class M-6, Downgraded to Ba1 from A3;

   - Series 2007-SL1, Class B-1, Downgraded to Ca from Baa1;

   - Series 2007-SL1, Class B-2, Downgraded to C from Baa2;

   - Series 2007-SL1, Class B-3, Downgraded to C from Baa3;

   - Series 2007-SL1, Class B-4, Downgraded to C from Ba1;

   - Series 2007-SL2, Class M-4, Downgraded to Baa1 from A1;

   - Series 2007-SL2, Class M-5, Downgraded to Baa2 from A2;

   - Series 2007-SL2, Class M-6, Downgraded to B1 from A3;

   - Series 2007-SL2, Class B-1, Downgraded to Ca from Baa1;

   - Series 2007-SL2, Class B-2, Downgraded to C from Baa2;

   - Series 2007-SL2, Class B-3, Downgraded to C from Baa3.

Issuer: Bear Stearns Second Lien trust

   - Series 2007-1, Class II-M-4, Downgraded to Baa2 from A3;

   - Series 2007-1, Class II-M-5, Downgraded to Ba1 from Baa1;

   - Series 2007-1, Class II-M-6, Downgraded to B2 from Baa2;

   - Series 2007-1, Class II-B-1, Downgraded to Caa1 from Baa3;

   - Series 2007-1, Class III-M-4, Downgraded to Baa2 from A3;

   - Series 2007-1, Class III-M-5, Downgraded to Ba1 from Baa1;

   - Series 2007-1, Class III-M-6, Downgraded to B2 from Baa2;

   - Series 2007-1, Class III-B-1, Downgraded to Caa1 from Baa3.

   - Series 2007-SV1, Class B-3, Downgraded to Ba3 from Baa3;

   - Series 2007-SV1, Class B-4, Downgraded to B1 from Ba1.

Issuer: C-BASS Mortgage Loan Asset-Backed Certificates, Series
2007-SL1

   - Class B-1, Downgraded to Ba1 from Baa1;

   - Class B-2, Downgraded to B2 from Baa2;

   - Class B-3, Downgraded to Caa1 from Baa3;

   - Class B-4, Downgraded to Ca from Ba1.

Issuer: CSFB Home Equity Mortgage Trust

   - Series 2007-2, Cl. M-1, Downgraded to Baa2 from A3;

   - Series 2007-2, Cl. M-2, Downgraded to Baa3 from Baa1;

   - Series 2007-2, Cl. M-3, Downgraded to B1 from Baa2;

   - Series 2007-2, Cl. M-4, Downgraded to Caa3 from Baa3;

   - Series 2007-2, Cl. B-1, Downgraded to Ca from Ba1;

   - Series 2007-2, Cl. B-2, Downgraded to C from Ba2.

Issuer: First Franklin Mortgage Loan Trust

   - Series 2007-FFA, Class M-4, Downgraded to Baa3 from A1;

   - Series 2007-FFA, Class M-5, Downgraded to B1 from A2;

   - Series 2007-FFA, Class M-6, Downgraded to B3 from A3;

   - Series 2007-FFA, Class B-1, Downgraded to Ca from Baa1;

   - Series 2007-FFA, Class B-2, Downgraded to C from Baa2;

   - Series 2007-FFA, Class B-3, Downgraded to C from Baa3;

   - Series 2007-FFA, Class B-4, Downgraded to C from Ba1;

   - Series 2007-FFC, Class B-3, Downgraded to B2 from Baa3;

   - Series 2007-FFC, Class B-4, Downgraded to B3 from Ba1.

Issuer: Merrill Lynch Mortgage Loan Trust

   - Series 2007-SL1, Class M-5, Downgraded to Baa2 from A2;

   - Series 2007-SL1, Class M-6, Downgraded to Ba1 from A3;

   - Series 2007-SL1, Class B-1, Downgraded to B1 from Baa1;

   - Series 2007-SL1, Class B-2, Downgraded to B3 from Baa2;

   - Series 2007-SL1, Class B-3, Downgraded to Caa2 from Baa3.

Issuer: Morgan Stanley Mortgage Loan Trust

   - Series 2007-4SL, Class B-3, Downgraded to Ba3 from Baa2;

   - Series 2007-4SL, Class B-4, Downgraded to Caa2 from Ba1;

   - Series 2007-4SL, Class B-5, Downgraded to C from Ba2.

Issuer: Nomura Asset Acceptance Corporation, Alternative Loan
Trust

   - Series 2007-S1, Class M-5, Downgraded to Baa3 from A1;

   - Series 2007-S1, Class M-6, Downgraded to B1 from A3;

   - Series 2007-S1, Class M-7, Downgraded to Caa1 from A3;

   - Series 2007-S1, Class M-8, Downgraded to C from Baa1;

   - Series 2007-S1, Class M-9, Downgraded to C from Baa3;

   - Series 2007-S1, Class M-10, Downgraded to C from Ba1.

Issuer: SACO I Trust

   - Series 2007-1, Class M-5, Downgraded to Baa1 from A1;

   - Series 2007-1, Class M-6, Downgraded to Baa2 from A2;

   - Series 2007-1, Class B-1, Downgraded to Ba3 from Baa1;

   - Series 2007-1, Class B-2, Downgraded to Caa2 from Baa1;

   - Series 2007-1, Class B-3, Downgraded to C from Baa3;

   - Series 2007-1, Class B-4, Downgraded to C from Ba1;

   - Series 2007-2, Class M-4, Downgraded to Baa2 from A1;

   - Series 2007-2, Class M-5, Downgraded to Ba3 from A2;

   - Series 2007-2, Class M-6, Downgraded to B3 from A3;

   - Series 2007-2, Class B-1, Downgraded to C from Baa1.

                   Review for Possible Downgrade

Issuer: ACE Securities Corp. Home Equity Loan Trust

   - Series 2007-ASL1, Class A-1, current rating Aaa, on review
     for possible downgrade;

   - Series 2007-ASL1, Class A-2, current rating Aaa, on review
     for possible downgrade;

   - Series 2007-ASL1, Class M-1, current rating Aa1, on review
     for possible downgrade;

   - Series 2007-ASL1, Class M-2, current rating Aa2, on review
     for possible downgrade;

   - Series 2007-ASL1, Class M-3, current rating Aa3, on review
     for possible downgrade;

   - Series 2007-SL1, Class M-3, current rating Aa3, on review for
     possible downgrade.

Issuer: American Home Mortgage Investment Trust

   - Series 2007-A, Class II-A, current rating Aaa, on review for
     possible downgrade.

Issuer: Bear Stearns Mortgage Funding Trust

   - Series 2007-SL1, Class M-2, current rating Aa2, on review for
     possible downgrade;

   - Series 2007-SL1, Class M-3, current rating Aa3, on review for
     possible downgrade;

   - Series 2007-SL2, Class M-2, current rating Aa2, on review for
     possible downgrade;

   - Series 2007-SL2, Class M-3, current rating Aa3, on review for
     possible downgrade.

Issuer: First Franklin Mortgage Loan Trust

   - Series 2007-FFA, Class M-2, current rating Aa2, on review for
     possible downgrade;

   - Series 2007-FFA, Class M-3, current rating Aa3, on review for
     possible downgrade.

Issuer: Nomura Asset Acceptance Corporation, Alternative Loan
Trust

   - Series 2007-S1, Class M-2, current rating Aa2, on review for
     possible downgrade;

   - Series 2007-S1, Class M-3, current rating Aa2, on review for
     possible downgrade;

   - Series 2007-S1, Class M-4, current rating Aa3, on review for
     possible downgrade.

Issuer: SACO I Trust

   - Series 2007-1, Class M-4, current rating Aa3, on review for
     possible downgrade;

   - Series 2007-2, Class M-3, current rating Aa3, on review for
     possible downgrade.


CAPITAL CONSORTIUM: Trustee Asks Court to Dismiss Chapter 11 Case
-----------------------------------------------------------------
The chapter 11 case of Capital Consortium Group, aka 3 Hebrew
Boys,
may soon come to end after its trustee asked a bankruptcy court to
dismiss the Debtor's case for reasons including failure to provide
required information, Ben Werner of The State reports.

The case was filed as pro se on Oct. 9, 2007, with the U.S.
Bankruptcy
Court for the District of South Carolina under Case No. 07-05542.

When the Debtor sought bankruptcy protection, it listed assets
worth $2.8 billion and debts of $1 billion, according to figures
cited by The State.

The company, the source adds, faced state and federal scrutiny for
alleged promised returns on investments that were unrealistic and
could not be fulfilled, and currently has more than $17 million
of cash frozen in bank accounts.

3 Hebrew Boys is headquartered in Columbia, South Carolina.


BLACKHAWK AUTOMOTIVE: Donlin Retained as Claims Agent
-----------------------------------------------------
Donlin Recano & Company Inc. will provide claims, noticing,
balloting and distribution services in the bankruptcy case of
Blackhawk Automotive Plastics Inc.

Blackhawk Automotive Plastics recently filed for Chapter 11
bankruptcy protection in the United States Bankruptcy Court for
the Northern District of Ohio Eastern Division.  The bankruptcy
court has retained Donlin Recano to serve as Blackhawk Automotive
Plastic's agent to provide bankruptcy administration services,
utilizing Web-based services to manage the noticing, claims,
balloting and distribution process.  This technology will also
simplify data sharing between debtors and creditors.

The bankruptcy team will be led by William I. Kohn, Esq., and
David M. Neumann, Esq., of Benesch, Friedlander, Coplan & Aronoff
LLP in Cleveland, OH.

Said Scott Y. Stuart, Esq., Managing Director at Donlin Recano,
"We are pleased to be able to showcase our technology-based
solutions, which have and will continue to provide efficient
ways to reach creditors and other relevant case parties."

                       About Donlin Recano

Headquartered in New York City, Donlin Recano --
http://www.donlinrecano.com/-- is a claims management company
that has served over 200 national clients across a broad range
of industries and business sectors.  Working with counsel,
turnaround advisors and the affected company, Donlin Recano helps
organize and guide Chapter 11 clients through administrative
bankruptcy tasks, including provision of Web site-accessible
information, formation of professional call centers, management
of claims, balloting, distribution and other administrative
services.  The company also provides Web based information
services for creditors committees as required by The Bankruptcy
Abuse Prevention and Consumer Protection Act of 2005.


CATALYST PAPER: $90 Mil. Capital Spending Expected by Year End
--------------------------------------------------------------
Catalyst Paper reported that its program of high return capital
projects will be complete in 2007 and capital spending is expected
to return to basic maintenance levels in 2008.

Capital spending to the end of the third quarter was $68 million
and is expected to reach approximately $90 million by year end,
similar to the previous two years.

"With the majority of capital initiatives reaching completion this
year, we are able to return to maintenance of business capital
spending level in the range of $35 million in 2008," Richard
Garneau, president and chief executive officer said. "With a
Canadian dollar trading at $1.07, it's prudent to take a pause in
our capital initiatives to manage our cash flow to protect the
underlying business."

The company also disclosed a $60 per short ton price increase for
its Electracote Gloss and Satin (#5 LWC) paper grades, effective
Dec. 1, 2007, bringing the total increases to
$180 per ton since July 1, 2007.

                About Catalyst Paper Corporation

Based in Vancouver, British Columbia, Catalyst Paper Corporation
-- www.catalystpaper.com/ -- is the North American-based newsprint
and uncoated groundwood specialty paper manufacturer as measured
by production capacity.  Catalyst produces mechanical coated and
uncoated specialty papers and newsprint, and produces lightweight
coated paper, on the west coast of North America.  The company
also produces market pulp and kraft paper and operates the paper
recycling operation in Western Canada.

                          *     *     *

As reported in the Troubled Company Reporter on Oct. 18, 2007,
Standard & Poor's Ratings Services lowered its long-term corporate
credit and senior unsecured debt ratings on Catalyst Paper Corp.
to 'B' from 'B+'.  The outlook is negative.


CENTEX HOME: Moody's Cuts Ratings on Three Cert. Classes to Low-B
-----------------------------------------------------------------
Moody's Investors Service upgraded two certificates and has
confirmed two certificates issued by Centex Home Equity Trust
Series 2004-D. The underlying collateral of the affected tranches
consists of subprime, first-lien, fixed rate mortgage loans.  In
addition, Moody's Investors Service has confirmed ratings of seven
tranches and has downgraded ratings of three tranches issued by
Centex Home Equity Company (CHEC) Loan Trust 2004-1.  The
underlying collateral of the affected tranches consists primarily
of first-lien, subprime fixed and adjustable rate mortgage loans

The actions are based on the analysis of the current credit
enhancement levels provided by excess spread,
overcollateralization, and subordinate classes relative to the
expected loss.

Complete rating action:

Issuer: Centex Home Equity Loan Trust 2004-D

   -- Cl. MF-1, currently Aa2; upgraded to Aa1;

   -- Cl. MF-2, currently A2; upgraded to Aa3;

   -- Cl. MF-3, confirmed at Baa2;

   -- Cl. BF, confirmed at Baa3.

Issuer: Centex Home Equity Company (CHEC) Loan Trust 2004-1

   -- Cl. M-1, confirmed at Aa1;

   -- Cl. M-2, confirmed at Aa2;

   -- Cl. M-3, confirmed at Aa3;

   -- Cl. M-4, confirmed at A1;

   -- Cl. M-5, confirmed at A2;

   -- Cl. M-6, confirmed at A3;

   -- Cl. M-7, confirmed at Baa1;

   -- Cl. M-9, Currently Baa3; downgraded to Ba1;

   -- Cl. B-1, Currently Ba1; downgraded to B1;

   -- Cl. B-2, Currently Ba2; downgraded to B3.


CHEMTURA CORPORATION: Earns $2 Million in 2007 Third Quarter
------------------------------------------------------------
Chemtura Corporation reported net earnings of $2 million for
the third quarter of 2007 and net earnings on a non-GAAP basis
of $19 million.

Net earnings for the quarter include earnings from continuing
operations of $4 million; and loss on the sale of discontinued
operations of $2 million.  On a non-GAAP basis, net earnings
include income from continuing operations of $19 million.

"Our third quarter results demonstrated revenue growth of 9%, a
17% improvement in operating income and pre-tax earnings up 38%
on a non-GAAP basis compared with the third quarter of 2006,"
said Robert L. Wood, chairman and Chief Executive Officer.

"Three of our four business units showed improvement in both
revenue and operating income.  Crop Protection and Consumer
Products demonstrated particularly strong performance.  
Performance Specialties is also delivering on revenue and
earnings growth as well as the initial benefits of the Kaufman
acquisition."

"The shortfall in our earnings expectation was driven by a
decline in gross profit margins from 24% to 22%.  The decline
was principally focused in our Polymer Additives business where
we saw lower demand from electronics end markets (which impacts
our flame retardant products line in particular), continuing
weakness in building and construction, and higher raw material
costs, served to erode margins.  Despite the weakness in these
markets, Polymer Additives revenue grew by 4% in the quarter led
by a 19% increase in PVC Additives revenues.  Looking forward to
the fourth quarter, we are encouraged by increased orders in
September and October from the electronics industry, which is
usually seasonally strong in the fourth quarter."

"Finally, we continued to make progress with our cost reduction
initiatives.  SGA&R was down 7% compared to third quarter, 2006.
SGA&R for the quarter was 12% of net sales compared to 13% of
net sales in the same quarter of 2006.  Our focus remains on
performance improvement despite headwinds related to
electronics, construction demand and continuing raw material
cost pressure.  I remain confident that our underlying
performance will continue to improve and that the second half of
2007 will be better than the same period in 2006."

The company's total debt as of Sept. 30, 2007 was $1.0 billion
as compared with $1,143 million at June 30, 2007.  This
decrease primarily reflects the repayment of certain of the
company's committed working capital facilities.  Cash and cash
equivalents increased from $76 million as of June 30, 2007 to
$114 million as of Sept. 30, 2007.

                   About Chemtura Corporation

Headquartered in Middlebury, Connecticut, Chemtura Corp.
(NYSE:CEM) -- http://www.chemtura.com/-- is a global  
manufacturer and marketer of specialty chemicals, crop
protection, and pool, spa and home care products.  The company
has approximately 6,400 employees around the world and sells its
products in more than 100 countries.  The company has facilities
in Singapore, Australia, China, Hong Kong, India, Japan, South
Korea, Taiwan, Thailand, Brazil, Belgium, France, Germany,
Mexico, and The United Kingdom.

                          *     *     *

On May 15, 2007, Moody's Investors Service lowered Chemtura
Corporation's corporate family rating to Ba2 from Ba1 and also
lowered the company's outstanding debt ratings to Ba2.  Moody's
also revised the ratings outlook to stable from negative.  These
ratings and outlook continues to hold as of Nov. 8, 2007.

To date, Standard & Poor's BB+ long-term foreign and local issuer
credit ratings and stable outlook still hold.


CHEMTURA CORP: Sells Optical Monomers Business to Acomon AG
-----------------------------------------------------------
Chemtura Corporation, in order to place greater focus on its
core businesses, has sold its optical monomers business to
Acomon AG, an affiliate of Munich-based Auctus Management GmbH &
Co.  KG in an all-cash transaction for an undisclosed amount.
Included in the transaction is Chemtura's Ravenna, Italy
manufacturing facility.  Proceeds from the sale will be used
primarily for debt reduction.

"This sale represents continued progress in our portfolio
refinement and footprint optimization initiatives," said
Chemtura Chairman and CEO Robert L. Wood.  "Optical monomers is
a very good business that just doesn't fit our portfolio at this
time.  We are pleased to be transferring the business to a buyer
who is interested in growing it, which should benefit both
customers and employees," Mr. Wood concluded.

Optical monomers are used in a variety of applications,
including lenses for eyewear; protection sheets for welding
masks and screens; photographic filters; and lab equipment.  The
optical monomers business being sold had revenues for 2006 of
approximately $35 million and employs approximately 45 people,
the majority of whom work in its Ravenna, Italy facility.

                         About Acomon AG

Acomon AG, based in Zug, Switzerland, was formed to operate
Chemtura's former optical monomers business.  Acomon is an
affiliate of Auctus Management GmbH & Co. KG, a Munich-based
private equity firm.

                       About Chemtura Corp.

Headquartered in Middlebury, Connecticut, Chemtura Corp.
(NYSE:CEM) -- http://www.chemtura.com/-- is a global
manufacturer and marketer of specialty chemicals, crop
protection, and pool, spa and home care products.  The company
has approximately 6,400 employees around the world and sells its
products in more than 100 countries.  The company has facilities
in Singapore, Australia, China, Hong Kong, India, Japan, South
Korea, Taiwan, Thailand, Brazil, Belgium, France, Germany,
Mexico, and The United Kingdom.

                          *     *     *

On May 15, 2007, Moody's Investors Service lowered Chemtura
Corporation's corporate family rating to Ba2 from Ba1 and also
lowered the company's outstanding debt ratings to Ba2.  Moody's
also revised the ratings outlook to stable from negative.  These
ratings and outlook continues to hold as of Nov. 8, 2007.

To date, Standard & Poor's BB+ long-term foreign and local issuer
credit ratings and stable outlook still hold.


CHESAPEAKE ENERGY: Earns $372.1 Million in Quarter Ended Sept. 30
-----------------------------------------------------------------
Chesapeake Energy Corporation reported Tuesday financial and
operating results for the third quarter of 2007.

The company reported net income of $372.1 million on revenue of
$2.027 billion and production of 186.4 billion cubic feet of
natural gas equivalent for the third quarter ended Sept. 30, 2007,
compared with net income of $548.3 million on revenue of
$1.929 billion and production of 146.9 billion cubic feet of
natrual gas equivalent in the same period last year.

For the third quarter of 2007, Chesapeake generated net income
available to common shareholders of $346 million, operating cash
flow (defined as cash flow from operating activities before
changes in assets and liabilities) of $1.085 billion and EBITDA of
$1.240 billion.  This compares with net income available to common
shareholders of $522.6 million, operating cash flow of
$988.6 million and EBITDA of $1.329 billion for the third quarter
of 2006.

The company's 2007 third-quarter net income available to common
shareholders and EBITDA include an unrealized after-tax mark-to-
market gain of $16 million resulting from the company's oil and
natural gas and interest rate hedging programs.  Excluding this
item, Chesapeake generated adjusted net income to common
shareholders in the 2007 third quarter of $330 million.

Chesapeake's 2007 third-quarter production of 186.4 bcfe was an
increase of 16.4 bcfe over the 170.0 bcfe of production in the
2007 second quarter and an increase of 39.5 bcfe over the
146.9 bcfe produced in the 2006 third quarter.  The company's
production for the quarter was comprised of 170.3 billion cubic
feet of natural gas and 2.680 million barrels of oil and natural
gas liquids.  The company's sequential and year-over-year growth
rates for its natural gas production were 9% and 27%,
respectively, while the company's sequential and year-over-year
growth rates for its oil production were 15% and 23%,
respectively.  Chesapeake's production growth rates were achieved
despite the curtailment of approximately 3.0 bcfe of the company's
net production during September 2007.

The 2007 third quarter was Chesapeake's 25th consecutive quarter
of sequential U.S. production growth.  Over these 25 quarters,
Chesapeake's U.S. production has increased 417%, for an average
compound quarterly growth rate of 7% and an average compound
annual growth rate of 30%.

As a result of better than expected results from the company's
drilling program, Chesapeake is raising its previous forecasts for
total production growth for 2007 to 21-23% from 18-22% and for
2008 to 18-22% from 14-18%, while reaffirming its 12-16%
production growth forecast for 2009.

At Sept. 30, 2007, the company's consolidated balance sheet showed
$29.889 billion in total assets, $17.885 billion in total
liabilities, and $12.004 billion in total shareholders' equity.

The company's consolidated balance sheet at Sept. 30, 2007, also
showed strained liquidity with $1.280 billion in total current
assets available to pay $2.390 in total current liabilities.

                  New Revolving Credit Facility

On Nov. 2, 2007, Chesapeake completed a new, five-year
$3.0 billion Senior Secured Revolving Credit Facility that
replaced the company's previous $2.5 billion facility.  The new
facility reflects the increased scale and scope of the company's
operations and will help accommodate timing differences between
operational cash flow, asset monetizations and planned capital
expenditures.

                       Management Comments

Aubrey K. McClendon, Chesapeake's chief executive officer,
commented, "We are pleased to report outstanding financial and
operational results for the 2007 third quarter.  We are
particularly proud of our success through the drillbit that
enabled the company to deliver reserve and production growth well
above our expectations despite the impact of our 3.0 bcfe
curtailment of natural gas production during the month of
September in response to low natural gas prices.  We are also
pleased with our progress in implementing the various elements of
our enhanced financial plan that should enable Chesapeake to
deliver superior growth and financial returns without accessing
the public capital markets for the foreseeable future.

"The benefits of Chesapeake's strategic shift from resource
capture to resource conversion that began in 2006 are noticeably
accelerating and we look forward to generating further strong
growth in the fourth quarter of 2007 and in 2008 and 2009.  In
fact, our drilling success continues to exceed our expectations
and so we are once again increasing our production growth rates
for 2007 to 21-23% from 18-22% and for 2008 to 18-22% from 14-18%,
while reaffirming our 12-16% production growth forecast for 2009.
In addition, we expect to increase our proved reserves this year
by 20-25% to approximately 11 tcfe, and we are now raising our
year-end 2008 reserve expectations to 12.5-13 tcfe from our
previous projection of 12 tcfe and our year-end 2009 proved
reserve expectation to 14-15 tcfe from 13 tcfe previously.

"Our focused business strategy, value-added growth, tremendous
inventory of undrilled locations and valuable hedge positions
clearly differentiate Chesapeake in the industry and we look
forward to continuing to create substantial value for our
shareholders as we successfully execute our business plan in the
years ahead."

               About Chesapeake Energy Corporation
    
Based in Oklahoma City, Oklahoma, Chesapeake Energy Corporation
(NYSE: CHK) -- http://www.chkenergy.com/-- produces natural gas   
in the U.S.  The company's operations are focused on exploratory
and developmental drilling and corporate and property acquisitions
in the Mid-Continent, Fort Worth Barnett Shale, Fayetteville
Shale, Permian Basin, Delaware Basin, South Texas, Texas Gulf
Coast, Ark-La-Tex and Appalachian Basin regions of the United
States.

                          *     *     *

As reported in the Troubled Company Reporter on Sept. 14, 2007,
Standard & Poor's Ratings Services affirmed its 'BB' corporate
credit rating Chesapeake Energy Corp.  The outlook is positive.

As reported in the Troubled Company Reporter on Aug. 10, 2007,
Fitch Ratings has affirmed Chesapeake Energy Corporation's ratings
and revised the rating outlook to negative as: (i) issuer default
rating at 'BB'; (ii) senior unsecured debt at 'BB'; (iii) senior
secured revolving credit facility and hedge facilities at 'BBB-';
and (iv) convertible preferred stock at 'B+'.


CHEVY CHASE: Moody's Changes Outlook from Stable to Negative
------------------------------------------------------------
Moody's Investors Service changed the rating outlook on B.F. Saul
Real Estate Investment Trust and its thrift subsidiary Chevy Chase
Bank, F.S.B. to negative from stable.  B.F. Saul's issuer rating
is Ba2 and Chevy Chase is rated C- for bank financial strength and
Baa1/P-2 for long- and short-term deposits.  The consolidated
entity is referred to hereafter as 'B.F. Saul/Chevy Chase'.

Moody's said the change in outlook reflects the deteriorating
prospects for B.F. Saul/Chevy Chase's financial metrics due to the
stress on Chevy Chase's mortgage banking business that has
resulted from the disruption in the market for non-conforming
residential mortgage-backed securities.  Moody's observed that the
profitability of Chevy Chase has trailed that of peers due to a
comparatively high overhead ratio for some time, and more recently
has suffered because of the disruption.  The rating agency noted
that the thrift subsidiary is taking steps to adjust it mortgage
banking model, which is centered on the option ARM loan product,
and to control expenses in the face of this earnings pressure.

Moody's said that Chevy Chase's asset quality indicators are good,
and its liquidity and capital adequacy profiles are sound.  The
rating agency noted that in common with many banking institutions,
Chevy Chase has experienced a modest increase in nonperforming
assets in recent quarters, arising largely from its portfolio of
residential mortgages in the face of a softening housing market.
Moody's said that further deterioration in Chevy Chase's and the
industry's residential mortgage asset quality indicators is likely
as the downturn in the housing market unfolds, particularly if it
is accompanied by rising unemployment.  Some deterioration in
these asset quality indicators has already been factored into
Moody's ratings, the rating agency added.

Moody's said that the combination of deterioration in asset
quality metrics beyond expectations and further sustained weakness
in profitability could result in a downgrade of B.F. Saul/Chevy
Chase's ratings.

Lastly, Moody's said that it continues to monitor the situation
with regard to the Truth In Lending Act class action litigation
that Chevy Chase is currently engaged in, and the potential impact
an adverse outcome could have on the company's financial metrics.
At the moment, the potential impact is unclear.  Should the impact
be of sufficient size to materially affect the company's financial
profile, negative rating pressure could emerge, the rating agency
added.

The entities affected by the change in outlook to negative are:

B.F. Saul Real Estate Investment Trust

   - Issuer at Ba2

   - Senior Secured at Ba2

Chevy Chase Bank, F.S.B

   - Long- and short-term bank deposits at Baa1/P-2

   - Issuer rating at Baa1

   - Long- and short-term other senior obligations at Baa1/P-2

   - Subordinate at Baa2

Chevy Chase Preferred Capital Corporation

   - Preferred Stock at Baa3

B.F. Saul Real Estate Investment Trust, headquartered in Bethesda,
Maryland, and the holding company of Chevy Chase Bank, F.S.B.,
reported consolidated assets of $15.4 billion at the end of June
2007.


CHRYSLER AUTOMOTIVE: Moody's Junks Rating on $2 Bil. Senior Debt
----------------------------------------------------------------
Moody's Investors Service affirmed Chrysler Automotive LLC's  B3
Corporate Family Rating, and the Caa1 (LGD4, 61) rating of the
company's $2 billion senior secured, second lien term loan.  In
addition, Moody's assigned a B1 (LGD3, 30) rating to Chrysler's
$7.5 billion senior secured, first lien term loan due 2013.  This
newly-rated first lien term loan replaces a $5 billion, senior
secured, first lien/first-out term loan rated, and a $5 billion,
senior secured, first lien/second-out term loan rated.  The
ratings of these two $5 billion term loans are withdrawn.
Chrysler's Probability of Default Rating remains B3, and the
outlook for all ratings remains Stable.

The B3 CFR and Stable outlook reflect the challenging operating
environment and weak credit metrics that Chrysler will face during
2008 and 2009, balanced against the significant longer-term
benefits that will result from the recently ratified four-year UAW
labor agreement and the prudent liquidity position the company
should maintain to cover near-term operating and restructuring
requirements.

During the next 12 to 18 months Chrysler will have to contend with
a number of competitive and market challenges.  These include the
shift in consumer preference away from trucks and SUVs, the need
to reduce shipments to the daily rental sector, high fuel prices,
and US automotive shipments that could fall below 16 million units
for 2008 -- this compares with shipments of approximately 16.0
million in 2007, 16.5 million in 2006 and 17.0 million in 2005.  
In addition, based on comparisons with other domestic OEMs and the
application of the rating factors in Moody's Global Automotive
Methodology, Moody's expects that Chrysler's operating
performance, return measures, rate of operating cash consumption,
and other key credit metrics will be broadly consistent with a B3
CFR during the near term.

Despite these near-term operating and financial pressures,
Chrysler's new UAW contract should help to significantly improve
the company's cost position relative to Asian manufacturers by
lowering labor and retiree health care costs.  However, the
benefits inherent in the contract are not likely to become
material until 2010.  The major elements of this contract are
similar to those contained in the labor agreement reached between
the UAW and General Motors Corporation and include: the transfer
of retiree health care obligations to a UAW-managed VEBA; the
establishment of a two-tiered wage structure; and more stringent
eligibility requirements for benefits under the JOBs Bank program.

Until the benefits of new UAW contract are more fully realized, it
will be important for Chrysler to maintain adequate sources of
liquidity.  Key liquidity requirements during the next 12 to 18
months will likely include: a sizable negative cash flow from
operations, the cash contribution required to help establish the
UAW-managed VEBA, the funding of an accelerated attrition program
to eliminate 8,500 to 10,000 hourly positions, and maintaining the
several billion dollar minimum cash levels necessary to fund
normal operating requirements.  Moody's believes that Chrysler's
current cash position provides prudent coverage of all of these
requirements.

During 2008 Moody's will continue to assess Chrysler's ability to
implement its cost reduction and new product strategy in the face
of a challenging competitive and operating environment.  Evidence
suggesting that Chrysler is likely to generate positive free cash
flow, sustain interest coverage exceeding 1x, and achieve EBITA
margins approximating 2.5% during the 2009 time frame could
contribute to a positive rating outlook.

Chrysler Automotive LLC, is headquartered in Auburn Hills,
Michigan.


CHRYSLER FINANCIAL: Moody's Affirms B1 Corporate Family Rating
--------------------------------------------------------------
Moody's Investors Service affirmed the B1 corporate family rating
of DaimlerChrysler Financial Services Americas LLC.  This was in
connection with Moody's affirmation of Chrysler Automotive LLC's
B3 corporate family rating and ratings assignment to the firm's
new term debt offering.  The outlook for both firms remains
stable.

Moody's said that Chrysler Financial's ratings continue to be
linked with those of Chrysler Automotive by virtue of common
ownership and control by the Cerberus-led buyout group.  Common
control of the firms can lead to decisions at the board and
operating levels that disproportionately benefit one firm relative
to the other, which has the effect of correlating the performance
and financial condition of the two companies, Moody's said.

The two-notch differential between the Chrysler Financial and
Chrysler Automotive ratings reflects Moody's view that Chrysler
Financial's creditors would experience a lower loss severity upon
default than would the creditors of Chrysler Automotive.  Chrysler
Financial's mostly prime quality finance and lease assets possess
more visible and predictable cash flow and liquidity
characteristics than the industrial assets of the auto
manufacturing affiliate.

Moody's also said that positive developments at Chrysler
Automotive related to its recently ratified labor agreement may
ultimately have favorable implications for Chrysler Financial's
asset quality, profitability, and liquidity, to the extent that
risks emanating from Chrysler Financial's business dealings with
Chrysler Automotive are lessened.  Near term, however, operating
conditions for both the auto manufacturer and finance company are
expected to be challenging, due to competitive factors, pressure
on borrowing costs, and emerging concerns regarding the economic
drivers and consumer financial health.

Moody's believes Chrysler Financial's liquidity profile has been
resilient and supportive of management's operating objectives
through the recent credit market pullback.  However, execution
challenges remain as management continues the transition of the
firm's funding to include fuller access to the debt capital
markets.  Moody's believes the firm is on track in its management
of this transition.

DaimlerChrysler Financial Services Americas LLC, based in
Farmington Hills, Michigan, provides retail and wholesale
financing of passenger vehicles manufactured by operating
affiliate Chrysler Automotive LLC.


CHRYSLER LLC: Labor Agreement Does Not Affect Fitch's Rating
------------------------------------------------------------
Chrysler LLC's Issuer Default Rating 'B+'; Outlook Stable are
unaffected by the recent ratification of a new labor agreement
with the United Auto Workers.  The rating of 'BB+/RR1' on the
$7.5 billion first-lien senior secured term loan, as well as the
$2 billion senior secured second-lien term loan, based on
expectations of full recovery in a stress scenario, is likewise
unaffected.

Ratings for Chrysler reflect the intense competitive conditions in
the North American auto market, an uncertain U.S. economic outlook
entering 2008, declining market share, an unbalanced product mix,
stresses in the supply base, high leverage in a high fixed-cost
industry, and an ongoing restructuring program. Positives include
the cost benefits and improved competitive position to be derived
from the new UAW contract, Chrysler's relative success across a
number of product segments, the benefits of its relationship with
Daimler AG and international growth opportunities.

Fitch believes weakening economic growth in the U.S. has created
an increasingly uncertain outlook for industry sales in 2008.  In
particular, the key pickup truck market will continue to be
affected by depressed housing market conditions.  Coupled with the
pruning of its product line and a targeted reduction in fleet
sales, share losses may continue and Chrysler will be challenged
to halt revenue declines.  Depending on the extent of the expected
drop in industry sales, Chrysler will be challenged to reverse
negative cash flows when factoring in restructuring costs.  
Incremental flexibility resulting from the new UAW contract,
however, will allow Chrysler greater flexibility to size its
production and costs to market conditions, thereby reducing
downside risks and cash drains in a downturn.

Nevertheless, the current product pipeline -- including new
minivans and the 2008 introductions of the Journey crossover, the
Dodge Ram pickup and the low-volume, high-profile Challenger --
will help to support revenues and retail market share through 2008
and into early 2009.  Although the minivan market continues to
decline, the exit of Ford Motor Company (IDR of 'B' with a
Negative Outlook) and General Motors Corp.  (IDR of 'B' with a
Negative Outlook) from this market, and new features provided by
the new Dodge and Chrysler offerings could further augment its
market leading position.  The new Journey crossover is aimed at
one of the most rapidly-growing segments of the market where Ford
and GM have both enjoyed recent success.

Although the pickup truck market is not expected to rebound
significantly through 2008, in line with expectations for the
housing market, the numerous difficulties surrounding the Toyota
Tundra launch lend confidence to the ability of the Detroit 3 to
defend this highly-profitable segment.  Dodge's new pickup
offerings will also include a light-duty diesel product.  
Continuing double-digit growth in export sales will also provide
marginal support to consolidated revenues.  Quality issues remain
a concern.

The new UAW contract will help Chrysler transition to a more
competitive wage and benefit structure over the next several
years, although a structural cost gap will still remain versus the
transplants.  The most significant cost savings will derive from a
reduction in the hourly work force of approximately 30% from
December 2006 to December 2008, along with a transition of as much
as 20% of the remaining U.S. hourly workforce to lower wage and
benefit levels.  This could result in a longer-term reduction in
consolidated wage and benefit costs by more than a third when
factoring in temporary workers.  The transition of new hires to
defined contribution pension and health care programs also reduces
longer-term structural risks.  Reductions in the hourly workforce
have been accompanied by commensurate reductions in salaried and
contract workers.  Nevertheless, transplant manufacturers will
retain a meaningful cost advantage resulting from platform and
parts commonality, flexible manufacturing capability, capital
investment efficiency and quality.

The establishment of a VEBA, and the associated transfer of
healthcare liabilities represents a significant transfer of
medical cost inflation risk from Chrysler to the UAW.  The funding
of the VEBA through a combination of existing VEBA funds, wage and
Cost of Living Allowance allocation transfers, and debt was
prudently funded to preserve required operating liquidity at
Chrysler.  The benefits, which will begin to be realized until
2010, are significant in relation to the upfront funding
requirements.  Net liquidity, however, may be modestly reduced,
during a period of industry uncertainty.

Chrysler's market share has held up relatively well versus Ford
and GM over the past seven years, although sales performance has
been habitually boosted through over-production, incentives and
higher fleet sales.  Relatively moderate declines in market share
have resulted from better performance across a number of product
segments, which has aided capacity utilization and resulted in
more modest capacity cutbacks than at Ford and GM.  (Chrysler
currently has one assembly plant scheduled for closure.)  As a
result, cost reductions should more directly translate into
improved margin and cash flow performance.  In a more favorable
industry environment then currently projected the combination of
Chrysler's product performance and material cost reductions could
put Chrysler on a path to positive cash flow.  Chrysler's sales
outside NAFTA (approximately 8% in 2006) is growing rapidly and
could represent an important factor in sustaining capacity
utilization if export growth continues at its current pace.  Fitch
believes the current U.S. dollar weakness could also support
further export market gains.   

The relationship with Daimler AG (which retains a 19.8% ownership
stake in Chrysler) remains an important factor in the rating.  
Although cost synergies did not materialize to the extent
forecasted following the merger of the two entities, joint
programs involving platform consolidation, parts commonality,
purchasing initiatives, research and development, etc. remain
intact and are expected to result in achievement of variable cost
reductions over the longer term.  Access to Daimler powertrain,
safety, emission and other technologies provides R&D scale that
Chrylser would otherwise lack, and which is critical to remaining
globally competitive.  In particular, access to Daimler's diesel
technology could represent an important competitive advantage as
diesel products gain traction in North America, as expected.

Strategically, Chrysler has displayed an 'asset-lite' approach to
its expansion plans.  Chrysler has demonstrated this approach by
contracting out manufacturing of its vehicles in Europe, utilizing
its North American capacity to manufacturer non-Chrysler brands,
and outsourcing on-site non-assembly operations.  Fitch expects
that Chrysler will continue to leverage its brands, engineering
and design, technologies and products to expand its global
presence through joint-ventures, alliances, etc. in a capital
efficient manner.  Chrysler's joint-venture with China-based
Chery, expected to eventually manufacture exports to the U.S., is
consistent with this strategy.

Over the intermediate term, legislative and regulatory risks
across a wide spectrum of issues are rising, which could lead to
changes in consumer demand, cost competitiveness, product
standards, investment requirements, etc.  Issues include fuel
efficiency requirements, emissions standards, safety standards,
tax policies and free-trade policies, etc.  The majority of which
could adversely impact operating performance at Chrysler.   

Fitch's rating of 'BB+/RR1' on the first-lien and second-lien
portions of the term loan reflects expectations of full recovery
in the event of a restructuring event.  The loans are secured by
substantially all of Chrysler's tangible and intangible assets and
is subject to a borrowing base.  Fitch's recovery methodology
model incorporates a scenario of materially reduced market share
and revenues, a continuation of manufacturing operations, and a
high level of cash remaining on the balance sheet to finance
ongoing working capital obligations.  Recovery values, as has been
the pattern in the auto parts sector, reflect the substantial
savings in wages, benefits, asset rationalization and other fixed
costs than can be realized as part of the restructuring process.

Fitch views Chrysler's gains in plant efficiency, the core
strength of certain product lines, and the value of certain brands
(particularly Jeep) and a growing global presence would lead to
continued production by these plants, thereby enhancing the
emerging enterprise value and supplementing recovery values
obtained from other working capital and physical assets.  Although
Chrysler Financial remains a separate legal entity, incentives
exist for Cerberus to keep Chrysler capitalized in order to retain
the value and viability of Chrysler Financial.


CITATION HIGH: Moody's Puts Ba3 Rated $11MM Notes Under Neg. Watch
------------------------------------------------------------------
Moody's Investors Service placed these notes issued by Citation
High Grade ABS CDO I, Ltd. on review for possible downgrade:

Class Description: $105,500,000 Class A-2 Senior Secured Floating
Rate Notes Due 2051

   -- Prior Rating: Aaa

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

Class Description: U.S.$23,000,000 Class B-1 Senior Secured
Floating Rate Notes Due 2051

   -- Prior Rating: Aa2

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

Class Description: U.S.$12,000,000 Class B-2 Senior Secured
Floating Rate Notes Due 2051

   -- Prior Rating: Aa3

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

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

Class Description: $4,500,000 Class C Mezzanine Secured Deferrable
Floating Rate Notes Due 2051

   -- Prior Rating: A2

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

Class Description: $11,000,000 Class D Mezzanine Secured
Deferrable Floating Rate Notes Due 2051

   -- 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 collateralized debt
obligation securities.


CLASSICSTAR LLC: U.S. Trustee Appoints 9-Member Creditors Panel
---------------------------------------------------------------
The U.S. Trustee for Region 8 appointed nine creditors to serve on
an Official Committee of Unsecured Creditors in ClassicStar LLC's
Chapter 11 case.

The Committee members are:

   1. Joseph Fleishon
      Uri Halfon (Oli Halfon & Su-sim, LLC)
      1801 E Parkcourt Pl. D-200
      Santa Ana, CA 92701
      Tel: (714) 973-9288
      Fax: (714) 973-9258

   2. Michael Temin, Esq.
      Leo Hertzog
      Wolf, Block, Schorr, & Solis-Cohen, LLP
      1650 Arch St, 22nd Floor
      Philadelphia, PA 19103-2097
      Tel: (215) 977-2256
      Fax: (215) 405-3856

   3. Thomas Morello
      Stanwyck Glen Farms
      51 Stanwyk Road
      Mount Laurel, NJ 08054
      Tel: (609) 220-3471
      Fax: (856) 273-7524

   4. Gregory R. Raifman
      Idell & Seitel, LLP
      465 California Street, Suite 300
      San Francisco, CA 94104
      Tel: (415) 986-2400
      Fax: (415) 392-9259

   5. Duane Shaw
      1559 River Oaks Drive
      Sandy, UT 84093
      Tel: (801) 261-0900
      Fax: (801) 261-0362

   6. Russell Cc. Taylor
      3183 Chipping Wood CT
      Alpharetta, GA 30004
      Tel: (770) 312-7731
      Fax: (678) 393-2657

   7. Joseph Fleishon
      AA-J Breeding, LLC
      1801 E Parkcourt PL. D-200
      Santa ana, CA 92701
      Tel: (714) 973-9288
      Fax: (714) 973-9258

   8. Molly Kay Hamrick
      Tri-Quinn Thoroughbreds, LLC
      8290 W. Sahara Ave, Suite 200
      Las Vegas, NV 89117
      Tel: (702) 460-6070
      Fax: (702) 363-8797

   9. David P. Thatcher
      Enroll Skinner and Donna Hacker
      191 Peachtree Street, 34th Floor
      Atlanta, GA 30303
      Tel: (404) 659-1410
      Fax: (404) 658-5572

Official creditors' committees have the right to employ legal
and accounting professionals and financial advisors, at the
Debtors' expense.  They may investigate the Debtors' business and
financial affairs.  Importantly, official committees serve as
fiduciaries to the general population of creditors they represent.  
Those committees will also attempt to negotiate the terms of a
consensual Chapter 11 plan -- almost always subject to the terms
of strict confidentiality agreements with the Debtors and other
core parties-in-interest.  If negotiations break down, the
Committee may ask the Bankruptcy Court to replace management with
an independent trustee.  If the Committee concludes reorganization
of the Debtor is impossible, the Committee will urge the
Bankruptcy Court to convert the Chapter 11 cases to a liquidation
proceeding.

Headquartered in Lexington, Kentucky, ClassicStar LLC operates as
a thoroughbred horse breeder.  The company also leases horses and
rents out the productive system of select thoroughbred mares.  The
company files for Chapter 11 protetcion on Sept. 14, 2007 (Bankr.
E.D. Ky. Case No. 07-51786).  James W. Gardner, Esq., at Henry
Watz Gardner Sellars & Gardner PLLC, represents the Debtor in its
restructuring efforts.  U.S. Trustee for Region 8 has appointed an
Official Committee of Unsecured Creditors in this case.  When the
Debtor filed for protection from its creditors, it listed assets
and debts between $1 million to $100 million.


COMPASS GROUP: S&P Assigns 'BB-' Corporate Credit Rating
--------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' corporate
credit rating to Compass Group Diversified Holdings LLC.  The
outlook is stable.  At the same time, S&P assigned bank loan and
recovery ratings to Compass's $200 million first-lien term loan
due 2013.  The loan is rated 'BB-' with a recovery rating of '4',
indicating S&P's expectation of average (30%-50%) recovery in the
event of a payment default.

"Proceeds will be used to refinance existing debt and provide cash
to help fund anticipated acquisitions," explained Standard &
Poor's credit analyst Hal Diamond.

Pro forma total debt at June 30, 2007 was $200 million.  The
ratings reflect the risks related to the company's acquisitive
growth strategy, its short track record of managing the majority
of its businesses, the potential for further leveraging
transactions over the intermediate term, and a significant
dividend that limits discretionary cash flow.  These risks are
partially mitigated by the company's business diversity and modest
leverage burden.


COOPER TIRE: Earns $30 Million in 3rd Quarter Ended September 30
----------------------------------------------------------------
Cooper Tire & Rubber Company reported Tuesday net income of
$30 million for the quarter ended Sept. 30, 2007, compared with a
net loss of $25 million in the same period last year.  Income from
continuing operations increased $41 million from a loss of
$24 million for the same period last year.  Income from
discontinued operations also contributed $12 million for the
quarter.  Sales rose to $768 million for the quarter, an 11%
percent increase over sales of $690 million in the same period
last year.

Improved pricing in North America, and increased tire unit sales
for the International segment, contributed to the improved  
results.  The improvement was also supported by the ongoing cost
and profit improvement initiative implemented throughout the year.
As a result, operating profit improved to $33 million in the third
quarter of 2007, compared with an operating loss of $5 million in
the third quarter of 2006.

For the nine month period ended Sept. 30, 2007, the company's net
income improved to $69 million on $2.2 billion of sales.  This  
compares to a net loss of $51 million on $1.9 billion of sales
over the same period a year ago.

The company's North American tire operations reported sales of
$576 million in the quarter, up 10% percent compared with
$526 million in the third quarter of 2006.  This increase was
driven by improved pricing, as well as increased unit volumes in
sport utility vehicle and broadline tires.  

The company's International Tire Operations reported sales of
$236 million in the quarter, an increase of 22% compared with the
third quarter of 2006.

Commenting on the results, Cooper president and chief executive
officer Roy Armes said, "During the third quarter we continued to
deliver improved results to the top and bottom lines.  People
throughout the organization have been focused on executing the
strategies that we previously identified and are excited about
what the future holds for the company.  We aren't satisfied with
where we are, but we are pleased with what we've accomplished over
the last year.  North America had another quarter of dramatically
improved operating profit, and our international segment has
continued its impressive growth.  This global growth has been
accompanied by an improved balance sheet as our margins improve
and we continue to focus on inventory management.  As we launch
into the fourth quarter, we expect to continue with our
improvements, I have confidence that the employees at Cooper will
execute to our expectations.

"The story at Cooper during the first nine months of 2007 has been
continued improvement and positive momentum," Armes continued.
"There are always concerns or risks regarding raw material costs,
which are at high levels and trending upward, as well as economic
and industry effects.  We believe that we will be able to continue
operational improvements in the fourth quarter and inventory
levels will remain at low levels throughout the rest of the year.

"Overall, we expect to build on the momentum we have established
during 2007.  We are pleased with our results thus far, but are
determined to continue reviewing and improving on all aspects of
our company so that we can provide the greatest returns possible
for all of our stakeholders," Armes concluded.

At Sept. 30, 2007, the company's consolidated balance sheet showed
$2.38 billion in total assets, $1.54 billion in total liabilities,
$83.2 million in noncontrolling shareholders' interest, and $752.3
million in shareholders' equity.

Full-text copies of the company's consolidated financial
statements for the quarter ended Sept. 30, 2007, are available for
free at http://researcharchives.com/t/s?2513

                        About Cooper Tire

Headquartered in Findlay, Ohio, Cooper Tire & Rubber Company
(NYSE: CTB) -- http://www.coopertires.com/html/-- specializes in  
the design, manufacture, marketing and sales of passenger car,
light truck, medium truck tires and subsidiaries that specialize
in motorcycle and racing tires.  Cooper Tire has 66 manufacturing,
sales, distribution, technical and design facilities within its
family of companies located around the world.

                          *     *     *

As reported in the Troubled Company Reporter on Aug. 21, 2007,
Moody's Investors Service affirmed these ratings on Cooper Tire &
Rubber Company: (i) corporate family rating, B2; (ii) probability
of default, B2; (iii) senior unsecured notes B2, LGD-4, 56%; (iv)
shelf filing for unsecured notes, (P)B2 ,LGD-4, 56%; (v) shelf
filing for preferred stock, (P)Caa1, LGD-6, 97%; and (vi)
speculative grade liquidity, SGL-2.


CREDIT SUISSE: Fitch Puts Low-B Ratings on Two Cert. Classes
------------------------------------------------------------
Fitch Ratings has taken rating actions on the Credit Suisse
Mortgage Securities Corp. mortgage pass-through certificates,
series 2006-1:

Group 1
  -- Class A affirmed at 'AAA';
  -- Class DB1 affirmed at 'AA';
  -- Class DB2 affirmed at 'A';
  -- Class DB3 affirmed at 'BBB';
  -- Class DB4 downgraded to 'BB+' from 'BBB-';
  -- Class DB5 downgraded to 'B+' from 'BB';
  -- Class DB6 downgraded to 'C/DR3' from 'B'.

Group 2
  -- Class A affirmed at 'AAA';
  -- Class CB1 affirmed at 'AA';
  -- Class CB2 affirmed at 'A';
  -- Class CB3 affirmed at 'BBB';
  -- Class CB4 affirmed at 'BB'.

The mortgage loans consist of fixed-rate 15- and 30-year mortgages
extended to Prime and AltA borrowers and are secured by first
liens, primarily on one- to four-family residential properties.  
The mortgage loans are being serviced by various entities and the
depositor is Credit Suisse First Boston.

The affirmations reflect a satisfactory relationship between
credit enhancement and future loss expectations and affect
approximately $721.14 million of outstanding certificates.  The
downgraded classes reflect the deterioration in the relationship
of CE to future loss expectations and affect approximately $6.99
million of outstanding certificates.  As of the October 2007
distribution period, the trust is 22 months seasoned and the pool
factors (as a percentage of the original collateral balance) are
80% for Group 1 and 87% for Group 2. The 60+ delinquency
(inclusive of foreclosures and REO) for Group 1 is currently 2.27%
while the current CE for most subordinate Fitch rated class (DB6)
is 0.39%.


CREDIT SUISSE: Stable Performance Cues Fitch to Hold Ratings
------------------------------------------------------------
Fitch Ratings has affirmed Credit Suisse First Boston Mortgage
Securities Corp. commercial pass-through certificates, series
2003-C3 as:

  -- $22.1 million class A-1 at 'AAA';
  -- $214.0 million class A-2 at 'AAA';
  -- $212.0 million class A-3 at 'AAA';
  -- $55.0 million class A-4 at 'AAA';
  -- $862.4 million class A-5 at 'AAA';
  -- Interest-Only classes A-X, A-SP and A-Y at 'AAA';
  -- $47.4 million class B at 'AAA';
  -- $19.4 million class C at 'AAA';
  -- $38.8 million class D at 'AA';
  -- $19.4 million class E at 'A+';
  -- $19.4 million class F at 'A';
  -- $12.9 million class G at 'A-';
  -- $19.4 million class H at 'BBB+';
  -- $19.4 million class J at 'BBB-';
  -- $12.9 million class K at 'BB+';
  -- $6.5 million class L at 'BB';
  -- $10.8 million class M at 'B+';
  -- $2.2 million class N at 'B';
  -- $4.3 million class O at 'B-';
  -- $2.5 million class 622A at 'BBB-';
  -- $5.9 million class 622B at 'BBB-';
  -- $5.9 million class 622C at 'BBB-';
  -- $5.9 million class 622D at 'BBB-';
  -- $17.4 million class 622E at 'BB';
  -- $1.6 million class 622F at 'BB'.

Fitch does not rate the $21.5 million class P.

The affirmations are due to stable performance since issuance.  As
of the October 2007 distribution date, the pool's aggregate
principal certificate balance has decreased 6% to $1.66 billion
compared to $1.76 billion at issuance.  Twenty eight loans have
defeased (20%).

There is currently one real estate-owned asset (0.2%) in the
trust.  The asset is a multifamily property located in Arlington,
Texas which the special servicer is preparing to market for sale.

Fitch shadow rates five loans investment grade (32% of the pool).  
The largest shadow rated loan is 622 Third Avenue (14.3%), which
is secured by a 1.0 million square foot class A office building
located in midtown Manhattan.  The whole loan is divided into a
$199.9 million pooled portion, a $39.4 million non-pooled portion
(representing classes 622A through 622F) and a B-note held outside
of the trust.  As of June 2007, occupancy is 100% compared to
98.0% at issuance.

The second largest shadow-rated loan is the Washington Center
Portfolio (7.1%), which is secured by an 888-room Grand Hyatt
mixed-use full-service hotel and a 355,718 sf class A office
complex, located between the White House and the U.S. Capitol in
the East End district of Washington, DC.  Hotel occupancy as of
was 86.6% compared to 73.3% at issuance.  For the office portion,
occupancy as of June 2006 was 92% compared to 99.9% at issuance.

The three remaining shadow-rated loans are retail properties
located in Columbia, South Carolina (4%), Auburn Hills, Michigan
(3.4%) and Tannersville, Pennsylvania (3.4%).


CSAB MORTGAGE: Higher Delinquency Rates Cue Moody's To Cut Ratings
------------------------------------------------------------------
Moody's Investors Service downgraded the ratings of 82 tranches
and has placed under review for possible downgrade the ratings of
13 tranches from 18 deals issued by Credit Suisse in 2006 and late
2005.  Two downgraded tranches remain on review for possible
downgrade.  The collateral backing these classes consists of
primarily first lien, fixed and adjustable-rate, Alt-A mortgage
loans.

The ratings were downgraded and placed under review for downgrade
based on higher than anticipated rates of delinquency,
foreclosure, and REO in the underlying collateral relative to
credit enhancement levels.  In its analysis Moody's has also
applied its published methodology updates to the non delinquent
portion of the transactions.

Issuer: CSAB Mortgage Backed Trust 2006-1

   - Cl. M-1 Currently Aa2 on review for possible downgrade,

   - Cl. M-2, Downgraded to Baa2, previously A2,

   - Cl. M-3, Downgraded to B1, previously Baa2,

   - Cl. M-4, Downgraded to B3, previously Baa3,

   - Cl. B, Downgraded to Ca, previously Ba1.

Issuer: CSAB Mortgage Backed Trust 2006-4

   - Cl. M-1-A Currently Aa2 on review for possible downgrade,

   - Cl. M-1-B Currently Aa2 on review for possible downgrade,

   - Cl. M-2, Downgraded to A2, previously A1,

   - Cl. M-3, Downgraded to Baa1, previously A2,

   - Cl. M-4, Downgraded to Baa2, previously A3,

   - Cl. M-5, Downgraded to Baa3, previously Baa1,

   - Cl. M-6, Downgraded to Ba1, previously Baa2,

   - Cl. M-7, Downgraded to Ba3, previously Baa3,

   - Cl. M-8, Downgraded to B2, previously Ba2.

Issuer: CSAB Mortgage-Backed Trust 2006-2

   - Cl. M-3, Downgraded to A3, previously A2,

   - Cl. M-4, Downgraded to Baa1, previously A3,

   - Cl. M-5, Downgraded to Ba1, previously Baa2,

   - Cl. M-6, Downgraded to Ba2, previously Baa3.

Issuer: CSAB Mortgage-Backed Trust 2006-3

   - Cl. M-1 Currently Aa2 on review for possible downgrade,

   - Cl. M-2, Downgraded to A3, previously A1,

   - Cl. M-3, Downgraded to Baa2, previously A2,

   - Cl. M-4, Downgraded to Baa3, previously A3,

   - Cl. M-5-A, Downgraded to Ba3, previously Baa1,

   - Cl. M-5-B, Downgraded to Ba3, previously Baa1,

   - Cl. M-6, Downgraded to B2, previously Baa2,

   - Cl. M-7, Downgraded to B3, previously Baa3.

Issuer: CSFB Adjustable Rate Mortgage Trust 2005-10

   - Cl. 5-M-2, Downgraded to A3, previously A2,

   - Cl. 5-M-3, Downgraded to Ba2, previously Baa2,

   - Cl. 5-M-4, Downgraded to B2, previously Baa3,

   - Cl. 5-M-5, Downgraded to Ca, previously Ba1.

Issuer: CSFB Adjustable Rate Mortgage Trust 2005-11

   - Cl. 5-M-2, Downgraded to Baa2, previously A2,

   - Cl. 5-M-3, Downgraded to B1, previously Baa2,

   - Cl. 5-M-4, Downgraded to Caa3, previously Baa3,

   - Cl. 5-M-5, Downgraded to C, previously Ba2,

   - Cl. C-B-3, Downgraded to Ba2, previously Baa3.

Issuer: CSFB Adjustable Rate Mortgage Trust 2005-12

   - Cl. 5-M-1 Currently Aa2 on review for possible downgrade,

   - Cl. 5-M-2, Downgraded to Ba1, previously A2,

   - Cl. 5-M-3, Downgraded to Caa3, previously Baa2,

   - Cl. 5-M-4, Downgraded to C, previously Baa3,

   - Cl. 5-M-5, Downgraded to C, previously Ba2,

   - Cl. C-B-1 Currently Aa3 on review for possible downgrade,

   - Cl. C-B-2, Downgraded to Baa2, previously A3,

   - Cl. C-B-3, Downgraded to B2, previously Baa3.

Issuer: CSFB Adjustable Rate Mortgage Trust 2005-9

   - Cl. 5-M-3, Downgraded to Ba1, previously Baa2,

   - Cl. 5-M-4, Downgraded to B1, previously Baa3,

   - Cl. 5-M-5, Downgraded to Caa2, previously Baa3.

Issuer: CSFB Adjustable Rate Mortgage Trust 2006-1

   - Cl. 6-M-1 Currently Aa2 on review for possible downgrade,

   - Cl. 6-M-2, Downgraded to Baa3, previously A2,

   - Cl. 6-M-3, Downgraded to Caa2, previously Baa2,

   - Cl. 6-M-4, Downgraded to C, previously Baa3,

   - Cl. C-B-3, Downgraded to Baa1, previously A2,

   - Cl. C-B-4, Downgraded to B1, previously Baa2,

   - Cl. C-B-5, Downgraded to B2, previously Baa3.

Issuer: CSFB Adjustable Rate Mortgage Trust 2006-2

   - Cl. 6-M-2, Downgraded to Baa1, previously A2,

   - Cl. 6-M-3, Downgraded to B1, previously Baa2,

   - Cl. 6-M-4, Downgraded to Caa2, previously Baa3,

   - Cl. C-B-1 Currently Aa3 on review for possible downgrade,

   - Cl. C-B-2, Downgraded to Baa2, previously A3,

   - Cl. C-B-3, Downgraded to B1, previously Baa3.

Issuer: CSFB Adjustable Rate Mortgage Trust 2006-3

   - Cl. 4-M-3 Currently Aa3 on review for possible downgrade,

   - Cl. 4-M-4, Downgraded to A2, previously A1,

   - Cl. 4-M-5, Downgraded to A3, previously A2,

   - Cl. 4-M-6, Downgraded to Baa1, previously A3,

   - Cl. 4-M-7, Downgraded to Baa3, previously Baa1,

   - Cl. 4-M-8, Downgraded to Ba1, previously Baa2,

   - Cl. 4-M-9, Downgraded to Ba2, previously Baa3,

   - Cl. 4-B-1, Downgraded to Ba3, previously Ba1,

   - Cl. C-B-3, Downgraded to Baa3, previously Baa2.

Issuer: CSFB Mortgage-Backed Pass-Through Certificates, Series
2005-10

   - Cl. D-B-2, Downgraded to Baa1, previously A3,

   - Cl. D-B-3, Downgraded to Ba2, previously Baa2.

Issuer: CSFB Mortgage-Backed Pass-Through Certificates, Series
2005-11

   - Cl. D-B-1 Currently Aa3 on review for possible downgrade,

   - Cl. D-B-2, Downgraded to Baa2, previously A3,

   - Cl. D-B-3, Downgraded to B1, previously Baa2,

   - Cl. D-B-4, Downgraded to B2, previously Baa3,

   - Cl. D-B-5, Downgraded to B3, previously Ba1,

   - Cl. D-B-6, Downgraded to B3 on review for possible further
     downgrade, previously Ba3.

Issuer: CSFB Mortgage-Backed Pass-Through Securities, Series 2005-
12

   - Cl. B-3, Downgraded to B2, previously Baa2,

   - Cl. B-4, Downgraded to B3, previously Baa3.

Issuer: CSMC Mortgage-Backed Trust Series 2006-3

   - Cl. 1-M-1 Currently Aa2 on review for possible downgrade,

   - Cl. 1-M-2, Downgraded to Ba1, previously A2,

   - Cl. 1-M-3, Downgraded to Ca, previously Baa2,

   - Cl. 1-M-4, Downgraded to C, previously Baa3.

Issuer: CSMC Mortgage-Backed Trust Series 2006-4

   - Cl. D-B-1 Currently Aa3 on review for possible downgrade,

   - Cl. D-B-2, Downgraded to Baa3, previously A2,

   - Cl. D-B-3, Downgraded to Ba1, previously A3,

   - Cl. D-B-4, Downgraded to B1, previously Baa1,

   - Cl. D-B-5, Downgraded to B2, previously Baa2,

   - Cl. D-B-6, Downgraded to B3, previously Baa3,

   - Cl. D-B-7, Downgraded to B3 on review for possible further
     downgrade, previously Ba1.

Issuer: CSMC Mortgage-Backed Trust Series 2006-5

   - Cl. D-B-1 Currently Aa3 on review for possible downgrade,

   - Cl. D-B-2, Downgraded to Baa3, previously A3,

   - Cl. D-B-3, Downgraded to B1, previously Baa2,

   - Cl. D-B-4, Downgraded to B2, previously Baa3.

Issuer: CSMC Mortgage-Backed Trust Series 2006-6

   - Cl. D-B-3, Downgraded to Ba1, previously Baa2,

   - Cl. D-B-4, Downgraded to Ba3, previously Baa3.


CSFB HOME: Moody's Junks Ratings on Three Certificate Classes
-------------------------------------------------------------
Moody's Investors Service downgraded 88 classes of certificates
and placed on review for possible downgrade 18 classes of
certificates from 18 transactions issued in early 2007 and backed
by closed-end second lien mortgage loans.  A closed-end second
lien mortgage loan is a loan secured by a second priority mortgage
lien on residential real estate, and is advanced in a specified
amount at the closing of the loan.  When closed simultaneously
with a first-lien mortgage loan to purchase a home, these loans
are often known as 'piggyback loans'.

The actions reflect the extremely poor performance of closed-end
second lien mortgage loans securitized in early 2007.  These loans
have seen a high rate of early default and deals backed by those
loans have been continuously building up significant pipeline.  
The performance closely tracks the performance of "piggyback
loans' securitized in 2006 due to the aggressive underwriting
guidelines combined with prolonged home price decline.

Three Aaa-rated securities and 15 Aa-rated securities are placed
under review for possible downgrade.  Class A-1 and Class A-2 from
ACE Securities Corp.  Home Equity Loan Trust, Series 2007-ASL1
have been placed on review due to the high cumulative loss (5.32%
as of September) within 5 months of closing.  The aggressive loan
write-off didn't subdue the growth in pipeline which represents
11.85% of the current pool balance.  Class II-A from American Home
Mortgage Investment Trust is placed on review because of the
significant delinquencies (15.61%of current pool balance as of
September was 60 days or more delinquent most of which was in
foreclosure) which are likely to deplete the
overcollateralization, and cause writedowns to Classes II-M-6, II-
M-5, II-M-4, II-M-3, and II-M-2.

At the other end of the credit spectrum, 41 securities are
downgraded to Caa, Ca, and C ratings because the dramatically pool
overall performance of closed-end second lien mortgages has
already impaired or is expected to impair tranches at the bottom
of the capital structures.

                            Downgrade

Issuer: ACE Securities Corp. Home Equity Loan Trust

   - Series 2007-ASL1, Class M-4, Downgraded to Ba2 from A1;

   - Series 2007-ASL1, Class M-5, Downgraded to B1 from A2;

   - Series 2007-ASL1, Class M-6, Downgraded to B3 from A3;

   - Series 2007-ASL1, Class M-7, Downgraded to C from Baa1;

   - Series 2007-ASL1, Class M-8, Downgraded to C from Baa2;

   - Series 2007-ASL1, Class M-9, Downgraded to C from Baa3;

   - Series 2007-SL1, Class M-4, Downgraded to Baa1 from A1;

   - Series 2007-SL1, Class M-5, Downgraded to Baa2 from A2;

   - Series 2007-SL1, Class M-6, Downgraded to Ba3 from A3;

   - Series 2007-SL1, Class M-7, Downgraded to Ca from Baa1;

   - Series 2007-SL1, Class M-8, Downgraded to C from Baa2;

   - Series 2007-SL1, Class M-9, Downgraded to C from Baa3;

   - Series 2007-SL1, Class M-10, Downgraded to C from Ba1.

Issuer: Alliance Bancorp Trust

   - Series 2007-S1, Class M-2, Downgraded to Baa3 from A2;

   - Series 2007-S1, Class M-3, Downgraded to B3 from Baa2.

Issuer: American Home Mortgage Assets Trust 2007-3

   - Class III-M-2, Downgraded to Ba3 from A3;

   - Class III-P-O, Downgraded to Caa2 from Ba1.

Issuer: American Home Mortgage Investment Trust

   - Series 2007-A, Class II-M-1, Downgraded to Ba1 from Aa2;

   - Series 2007-A, Class II-M-2, Downgraded to Caa3 from A3;

   - Series 2007-A, Class II-M-3, Downgraded to C from Baa2;

   - Series 2007-A, Class II-M-4, Downgraded to C from Baa3;

   - Series 2007-A, Class II-M-5, Downgraded to C from Ba2.

Issuer: Bear Stearns Mortgage Funding Trust

   - Series 2007-SL1, Class M-4, Downgraded to Baa2 from A1;

   - Series 2007-SL1, Class M-5, Downgraded to Baa3 from A2;

   - Series 2007-SL1, Class M-6, Downgraded to Ba1 from A3;

   - Series 2007-SL1, Class B-1, Downgraded to Ca from Baa1;

   - Series 2007-SL1, Class B-2, Downgraded to C from Baa2;

   - Series 2007-SL1, Class B-3, Downgraded to C from Baa3;

   - Series 2007-SL1, Class B-4, Downgraded to C from Ba1;

   - Series 2007-SL2, Class M-4, Downgraded to Baa1 from A1;

   - Series 2007-SL2, Class M-5, Downgraded to Baa2 from A2;

   - Series 2007-SL2, Class M-6, Downgraded to B1 from A3;

   - Series 2007-SL2, Class B-1, Downgraded to Ca from Baa1;

   - Series 2007-SL2, Class B-2, Downgraded to C from Baa2;

   - Series 2007-SL2, Class B-3, Downgraded to C from Baa3.

Issuer: Bear Stearns Second Lien trust

   - Series 2007-1, Class II-M-4, Downgraded to Baa2 from A3;

   - Series 2007-1, Class II-M-5, Downgraded to Ba1 from Baa1;

   - Series 2007-1, Class II-M-6, Downgraded to B2 from Baa2;

   - Series 2007-1, Class II-B-1, Downgraded to Caa1 from Baa3;

   - Series 2007-1, Class III-M-4, Downgraded to Baa2 from A3;

   - Series 2007-1, Class III-M-5, Downgraded to Ba1 from Baa1;

   - Series 2007-1, Class III-M-6, Downgraded to B2 from Baa2;

   - Series 2007-1, Class III-B-1, Downgraded to Caa1 from Baa3.

   - Series 2007-SV1, Class B-3, Downgraded to Ba3 from Baa3;

   - Series 2007-SV1, Class B-4, Downgraded to B1 from Ba1.

Issuer: C-BASS Mortgage Loan Asset-Backed Certificates, Series
2007-SL1

   - Class B-1, Downgraded to Ba1 from Baa1;

   - Class B-2, Downgraded to B2 from Baa2;

   - Class B-3, Downgraded to Caa1 from Baa3;

   - Class B-4, Downgraded to Ca from Ba1.

Issuer: CSFB Home Equity Mortgage Trust

   - Series 2007-2, Cl. M-1, Downgraded to Baa2 from A3;

   - Series 2007-2, Cl. M-2, Downgraded to Baa3 from Baa1;

   - Series 2007-2, Cl. M-3, Downgraded to B1 from Baa2;

   - Series 2007-2, Cl. M-4, Downgraded to Caa3 from Baa3;

   - Series 2007-2, Cl. B-1, Downgraded to Ca from Ba1;

   - Series 2007-2, Cl. B-2, Downgraded to C from Ba2.

Issuer: First Franklin Mortgage Loan Trust

   - Series 2007-FFA, Class M-4, Downgraded to Baa3 from A1;

   - Series 2007-FFA, Class M-5, Downgraded to B1 from A2;

   - Series 2007-FFA, Class M-6, Downgraded to B3 from A3;

   - Series 2007-FFA, Class B-1, Downgraded to Ca from Baa1;

   - Series 2007-FFA, Class B-2, Downgraded to C from Baa2;

   - Series 2007-FFA, Class B-3, Downgraded to C from Baa3;

   - Series 2007-FFA, Class B-4, Downgraded to C from Ba1;

   - Series 2007-FFC, Class B-3, Downgraded to B2 from Baa3;

   - Series 2007-FFC, Class B-4, Downgraded to B3 from Ba1.

Issuer: Merrill Lynch Mortgage Loan Trust

   - Series 2007-SL1, Class M-5, Downgraded to Baa2 from A2;

   - Series 2007-SL1, Class M-6, Downgraded to Ba1 from A3;

   - Series 2007-SL1, Class B-1, Downgraded to B1 from Baa1;

   - Series 2007-SL1, Class B-2, Downgraded to B3 from Baa2;

   - Series 2007-SL1, Class B-3, Downgraded to Caa2 from Baa3.

Issuer: Morgan Stanley Mortgage Loan Trust

   - Series 2007-4SL, Class B-3, Downgraded to Ba3 from Baa2;

   - Series 2007-4SL, Class B-4, Downgraded to Caa2 from Ba1;

   - Series 2007-4SL, Class B-5, Downgraded to C from Ba2.

Issuer: Nomura Asset Acceptance Corporation, Alternative Loan
Trust

   - Series 2007-S1, Class M-5, Downgraded to Baa3 from A1;

   - Series 2007-S1, Class M-6, Downgraded to B1 from A3;

   - Series 2007-S1, Class M-7, Downgraded to Caa1 from A3;

   - Series 2007-S1, Class M-8, Downgraded to C from Baa1;

   - Series 2007-S1, Class M-9, Downgraded to C from Baa3;

   - Series 2007-S1, Class M-10, Downgraded to C from Ba1.

Issuer: SACO I Trust

   - Series 2007-1, Class M-5, Downgraded to Baa1 from A1;

   - Series 2007-1, Class M-6, Downgraded to Baa2 from A2;

   - Series 2007-1, Class B-1, Downgraded to Ba3 from Baa1;

   - Series 2007-1, Class B-2, Downgraded to Caa2 from Baa1;

   - Series 2007-1, Class B-3, Downgraded to C from Baa3;

   - Series 2007-1, Class B-4, Downgraded to C from Ba1;

   - Series 2007-2, Class M-4, Downgraded to Baa2 from A1;

   - Series 2007-2, Class M-5, Downgraded to Ba3 from A2;

   - Series 2007-2, Class M-6, Downgraded to B3 from A3;

   - Series 2007-2, Class B-1, Downgraded to C from Baa1.

                  Review for Possible Downgrade

Issuer: ACE Securities Corp. Home Equity Loan Trust

   - Series 2007-ASL1, Class A-1, current rating Aaa, on review
     for possible downgrade;

   - Series 2007-ASL1, Class A-2, current rating Aaa, on review
     for possible downgrade;

   - Series 2007-ASL1, Class M-1, current rating Aa1, on review
     for possible downgrade;

   - Series 2007-ASL1, Class M-2, current rating Aa2, on review
     for possible downgrade;

   - Series 2007-ASL1, Class M-3, current rating Aa3, on review
     for possible downgrade;

   - Series 2007-SL1, Class M-3, current rating Aa3, on review for
     possible downgrade.

Issuer: American Home Mortgage Investment Trust

   - Series 2007-A, Class II-A, current rating Aaa, on review for
     possible downgrade.

Issuer: Bear Stearns Mortgage Funding Trust

   - Series 2007-SL1, Class M-2, current rating Aa2, on review for
     possible downgrade;

   - Series 2007-SL1, Class M-3, current rating Aa3, on review for
     possible downgrade;

   - Series 2007-SL2, Class M-2, current rating Aa2, on review for
     possible downgrade;

   - Series 2007-SL2, Class M-3, current rating Aa3, on review for
     possible downgrade.

Issuer: First Franklin Mortgage Loan Trust

   - Series 2007-FFA, Class M-2, current rating Aa2, on review for
     possible downgrade;

   - Series 2007-FFA, Class M-3, current rating Aa3, on review for
     possible downgrade.

Issuer: Nomura Asset Acceptance Corporation, Alternative Loan
Trust

   - Series 2007-S1, Class M-2, current rating Aa2, on review for
     possible downgrade;

   - Series 2007-S1, Class M-3, current rating Aa2, on review for
     possible downgrade;

   - Series 2007-S1, Class M-4, current rating Aa3, on review for
     possible downgrade.

Issuer: SACO I Trust

   - Series 2007-1, Class M-4, current rating Aa3, on review for
     possible downgrade;

   - Series 2007-2, Class M-3, current rating Aa3, on review for
     possible downgrade.


CSFB MORTGAGE: Higher Foreclosure Rates Cue Moody's To Cut Ratings
------------------------------------------------------------------
Moody's Investors Service downgraded the ratings of 82 tranches
and has placed under review for possible downgrade the ratings of
13 tranches from 18 deals issued by Credit Suisse in 2006 and late
2005.  Two downgraded tranches remain on review for possible
downgrade.  The collateral backing these classes consists of
primarily first lien, fixed and adjustable-rate, Alt-A mortgage
loans.

The ratings were downgraded and placed under review for downgrade
based on higher than anticipated rates of delinquency,
foreclosure, and REO in the underlying collateral relative to
credit enhancement levels.  In its analysis Moody's has also
applied its published methodology updates to the non delinquent
portion of the transactions.

Issuer: CSAB Mortgage Backed Trust 2006-1

   - Cl. M-1 Currently Aa2 on review for possible downgrade,

   - Cl. M-2, Downgraded to Baa2, previously A2,

   - Cl. M-3, Downgraded to B1, previously Baa2,

   - Cl. M-4, Downgraded to B3, previously Baa3,

   - Cl. B, Downgraded to Ca, previously Ba1.

Issuer: CSAB Mortgage Backed Trust 2006-4

   - Cl. M-1-A Currently Aa2 on review for possible downgrade,

   - Cl. M-1-B Currently Aa2 on review for possible downgrade,

   - Cl. M-2, Downgraded to A2, previously A1,

   - Cl. M-3, Downgraded to Baa1, previously A2,

   - Cl. M-4, Downgraded to Baa2, previously A3,

   - Cl. M-5, Downgraded to Baa3, previously Baa1,

   - Cl. M-6, Downgraded to Ba1, previously Baa2,

   - Cl. M-7, Downgraded to Ba3, previously Baa3,

   - Cl. M-8, Downgraded to B2, previously Ba2.

Issuer: CSAB Mortgage-Backed Trust 2006-2

   - Cl. M-3, Downgraded to A3, previously A2,

   - Cl. M-4, Downgraded to Baa1, previously A3,

   - Cl. M-5, Downgraded to Ba1, previously Baa2,

   - Cl. M-6, Downgraded to Ba2, previously Baa3.

Issuer: CSAB Mortgage-Backed Trust 2006-3

   - Cl. M-1 Currently Aa2 on review for possible downgrade,

   - Cl. M-2, Downgraded to A3, previously A1,

   - Cl. M-3, Downgraded to Baa2, previously A2,

   - Cl. M-4, Downgraded to Baa3, previously A3,

   - Cl. M-5-A, Downgraded to Ba3, previously Baa1,

   - Cl. M-5-B, Downgraded to Ba3, previously Baa1,

   - Cl. M-6, Downgraded to B2, previously Baa2,

   - Cl. M-7, Downgraded to B3, previously Baa3.

Issuer: CSFB Adjustable Rate Mortgage Trust 2005-10

   - Cl. 5-M-2, Downgraded to A3, previously A2,

   - Cl. 5-M-3, Downgraded to Ba2, previously Baa2,

   - Cl. 5-M-4, Downgraded to B2, previously Baa3,

   - Cl. 5-M-5, Downgraded to Ca, previously Ba1.

Issuer: CSFB Adjustable Rate Mortgage Trust 2005-11

   - Cl. 5-M-2, Downgraded to Baa2, previously A2,

   - Cl. 5-M-3, Downgraded to B1, previously Baa2,

   - Cl. 5-M-4, Downgraded to Caa3, previously Baa3,

   - Cl. 5-M-5, Downgraded to C, previously Ba2,

   - Cl. C-B-3, Downgraded to Ba2, previously Baa3.

Issuer: CSFB Adjustable Rate Mortgage Trust 2005-12

   - Cl. 5-M-1 Currently Aa2 on review for possible downgrade,

   - Cl. 5-M-2, Downgraded to Ba1, previously A2,

   - Cl. 5-M-3, Downgraded to Caa3, previously Baa2,

   - Cl. 5-M-4, Downgraded to C, previously Baa3,

   - Cl. 5-M-5, Downgraded to C, previously Ba2,

   - Cl. C-B-1 Currently Aa3 on review for possible downgrade,

   - Cl. C-B-2, Downgraded to Baa2, previously A3,

   - Cl. C-B-3, Downgraded to B2, previously Baa3.

Issuer: CSFB Adjustable Rate Mortgage Trust 2005-9

   - Cl. 5-M-3, Downgraded to Ba1, previously Baa2,

   - Cl. 5-M-4, Downgraded to B1, previously Baa3,

   - Cl. 5-M-5, Downgraded to Caa2, previously Baa3.

Issuer: CSFB Adjustable Rate Mortgage Trust 2006-1

   - Cl. 6-M-1 Currently Aa2 on review for possible downgrade,

   - Cl. 6-M-2, Downgraded to Baa3, previously A2,

   - Cl. 6-M-3, Downgraded to Caa2, previously Baa2,

   - Cl. 6-M-4, Downgraded to C, previously Baa3,

   - Cl. C-B-3, Downgraded to Baa1, previously A2,

   - Cl. C-B-4, Downgraded to B1, previously Baa2,

   - Cl. C-B-5, Downgraded to B2, previously Baa3.

Issuer: CSFB Adjustable Rate Mortgage Trust 2006-2

   - Cl. 6-M-2, Downgraded to Baa1, previously A2,

   - Cl. 6-M-3, Downgraded to B1, previously Baa2,

   - Cl. 6-M-4, Downgraded to Caa2, previously Baa3,

   - Cl. C-B-1 Currently Aa3 on review for possible downgrade,

   - Cl. C-B-2, Downgraded to Baa2, previously A3,

   - Cl. C-B-3, Downgraded to B1, previously Baa3.

Issuer: CSFB Adjustable Rate Mortgage Trust 2006-3

   - Cl. 4-M-3 Currently Aa3 on review for possible downgrade,

   - Cl. 4-M-4, Downgraded to A2, previously A1,

   - Cl. 4-M-5, Downgraded to A3, previously A2,

   - Cl. 4-M-6, Downgraded to Baa1, previously A3,

   - Cl. 4-M-7, Downgraded to Baa3, previously Baa1,

   - Cl. 4-M-8, Downgraded to Ba1, previously Baa2,

   - Cl. 4-M-9, Downgraded to Ba2, previously Baa3,

   - Cl. 4-B-1, Downgraded to Ba3, previously Ba1,

   - Cl. C-B-3, Downgraded to Baa3, previously Baa2.

Issuer: CSFB Mortgage-Backed Pass-Through Certificates, Series
2005-10

   - Cl. D-B-2, Downgraded to Baa1, previously A3,

   - Cl. D-B-3, Downgraded to Ba2, previously Baa2.

Issuer: CSFB Mortgage-Backed Pass-Through Certificates, Series
2005-11

   - Cl. D-B-1 Currently Aa3 on review for possible downgrade,

   - Cl. D-B-2, Downgraded to Baa2, previously A3,

   - Cl. D-B-3, Downgraded to B1, previously Baa2,

   - Cl. D-B-4, Downgraded to B2, previously Baa3,

   - Cl. D-B-5, Downgraded to B3, previously Ba1,

   - Cl. D-B-6, Downgraded to B3 on review for possible further
     downgrade, previously Ba3.

Issuer: CSFB Mortgage-Backed Pass-Through Securities, Series 2005-
12

   - Cl. B-3, Downgraded to B2, previously Baa2,

   - Cl. B-4, Downgraded to B3, previously Baa3.

Issuer: CSMC Mortgage-Backed Trust Series 2006-3

   - Cl. 1-M-1 Currently Aa2 on review for possible downgrade,

   - Cl. 1-M-2, Downgraded to Ba1, previously A2,

   - Cl. 1-M-3, Downgraded to Ca, previously Baa2,

   - Cl. 1-M-4, Downgraded to C, previously Baa3.

Issuer: CSMC Mortgage-Backed Trust Series 2006-4

   - Cl. D-B-1 Currently Aa3 on review for possible downgrade,

   - Cl. D-B-2, Downgraded to Baa3, previously A2,

   - Cl. D-B-3, Downgraded to Ba1, previously A3,

   - Cl. D-B-4, Downgraded to B1, previously Baa1,

   - Cl. D-B-5, Downgraded to B2, previously Baa2,

   - Cl. D-B-6, Downgraded to B3, previously Baa3,

   - Cl. D-B-7, Downgraded to B3 on review for possible further
     downgrade, previously Ba1.

Issuer: CSMC Mortgage-Backed Trust Series 2006-5

   - Cl. D-B-1 Currently Aa3 on review for possible downgrade,

   - Cl. D-B-2, Downgraded to Baa3, previously A3,

   - Cl. D-B-3, Downgraded to B1, previously Baa2,

   - Cl. D-B-4, Downgraded to B2, previously Baa3.

Issuer: CSMC Mortgage-Backed Trust Series 2006-6

   - Cl. D-B-3, Downgraded to Ba1, previously Baa2,

   - Cl. D-B-4, Downgraded to Ba3, previously Baa3.


DANIEL WILLIAMS: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Daniel W. Williams & Sons, Inc.
        21721 Alger
        St. Clair Shores, MI 48080
        Tel: (586) 775-4288

Bankruptcy Case No.: 07-61543

Type of Business: The Debtor's affiliate, Shepard Marine
                  Construction Co., Inc., filed for Chapter 11
                  protection on Oct. 23, 2007 (Bankr. E.D. Mich.
                  Case No. 07-61407).

Chapter 11 Petition Date: October 24, 2007

Court: Eastern District of Michigan (Detroit)

Judge: Phillip J. Shefferly

Debtor's Counsel: Craig LaMont Prater, Esq.
                  27 Washington Street
                  Monroe, MI 48161
                  Tel: (734) 242-2929
                  Fax: (734) 242-3313

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
   ------                        ---------------     ------------
Caterpillar Financial            Purchase Money          $446,556
2120 West End Avenue
P.O. Box 34001
Nashville, TN 37203

Detroit Edison Company           Non-purchase money      $202,277
319 SB
2000 Second Avenue
Detroit, MI 48226

Amerisure                        Non-purchase money      $157,803
26777 Halsted Road
P.O. Box 9201
Farmington Hills, MI 48333

Daniel W. Williams, Sr.          Non-purchase money      $140,190

Spencer Oil Company              Purchase money           $85,094

Citizens Banking Corporation     Non-purchase money       $66,070

Bowen Paving, Inc.               Non-purchase money       $21,149

J.C. Cornille Company            Non-purchase money       $18,000

Clancy Excavating Co.            Non-purchase money       $17,573

Accident Fund Company            Non-purchase money       $15,681

Marsack Sand & Gravel, Inc.      Purchase money            $9,819

Harleysville Insurance Company   Non-purchase money        $8,500

Diesel Service Company           Non-purchase money        $6,271

Smiths Creek Landfill            Non-purchase money        $4,343

Michigan Cat                     Purchase money            $3,514

Barnes & Sweeney                 Purchase money            $3,116
Enterprises, Inc.

City of Roseville                Taxes                     $2,841

United Auto Parts                Purchase money            $2,421

Kustom Truck & Trailer, Inc.     Purchase money            $1,310

Harper Auto Glass Inc.           Purchase money            $1,140


DELPHINUS CDO: Moody's Places Caa3 Ratings Under Negative Watch
---------------------------------------------------------------
Moody's Investors Service placed these notes issued by Delphinus
CDO 2007-1, Ltd. on review for possible downgrade:

Class Description: $640,000,000 Super Senior Swap dated as of
July 19, 2007

Prior Rating: Aaa

Current Rating: Aaa, on review for possible downgrade

Class Description: $73,500,000 Class A-1A Senior Floating Rate
Notes due October 2047

Prior Rating: Aaa

Current Rating: Aaa, on review for possible downgrade

Class Description: $86,500,000 Class A-1B Senior Floating Rate
Notes due October 2047

Prior Rating: Aaa

Current Rating: Aaa, on review for possible downgrade

Class Description: $160,000,000 Class A-1C Senior Floating Rate
Notes due October 2047

Prior Rating: Aaa

Current Rating: Aaa, on review for possible downgrade

Class Description: $144,500,000 Class A-2 Senior Floating Rate
Notes due October 2047

Prior Rating: Aaa

Current Rating: Aaa, on review for possible downgrade

Class Description: $138,500,000 Class A-3 Senior Floating Rate
Notes due October 2047

Prior Rating: Aaa

Current Rating: Aaa, on review for possible downgrade

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

Class Description: $131,000,000 Class B Senior Floating Rate Notes
due October 2047

Prior Rating: Aa2

Current Rating: A3, on review for possible downgrade

Class Description: $77,500,000 Class C Mezzanine Floating Rate
Deferrable Notes due October 2047

Prior Rating: A2

Current Rating: Baa3, on review for possible downgrade

Class Description: $48,000,000 Class D-1 Mezzanine Floating Rate
Deferrable Notes due October 2047

Prior Rating: Baa1

Current Rating: Ba2, on review for possible downgrade

Class Description: $30,500,000 Class D-2 Mezzanine Floating Rate
Deferrable Notes due October 2047

Prior Rating: Baa3

Current Rating: B1, on review for possible downgrade

Class Description: $15,000,000 Class D-3 Mezzanine Floating Rate
Deferrable Notes due October 2047

Prior Rating: Ba3

Current Rating: Caa3, on review for possible downgrade

Class Description: $15,000,000 Class E Mezzanine Floating Rate
Deferrable Notes due October 2047

Prior Rating: Ba3

Current Rating: Caa3, 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.


DELTA AIR: Inks $1BB Parts Manufacturing Deal with Chromalloy Gas
-----------------------------------------------------------------
Delta Air Lines Inc. has reached a 10-year, $1 billion plus deal
with Chromalloy Gas Turbine Corporation, which marks the largest
and most significant Parts Manufacturing Approval agreement in the
airline industry, adds the CFM56-5 to Delta TechOps -- the
airline's Maintenance, Repair and Overhaul division -- engine
overhaul capabilities and will result in 250 additional engine
overhauls.

"This is a significant development for the future of our industry
and one that signals the dynamic, out-of-the-box strategy for
which Delta TechOps is known," Tony Charaf, senior vice president
of Delta TechOps, said.   "Chromalloy already has extraordinary
capabilities in PMA development and by working with them, Delta
TechOps will be well positioned in the marketplace to better
compete and, in turn, offer greater flexibility to our more than
100 customers worldwide."

As part of the deal, Chromalloy will develop PMA alternatives for
a number of parts commonly used in the CFM56-7 and CFM56-5
engines, including several Life Limited Parts (LLP).  Delta and
Chromalloy will work together on the development of the PMA parts,
and Delta will serve as the launch customer by incorporating
certain parts in its own large fleet of CFM56-7 engines.   The
CFM56-7 is the exclusive engine used on Boeing's 737 Next
Generation aircraft and represents the largest fleet of engines
flying today.  The fleet is expected to double in the next 10
years, growing to more than 12,000 engines.

"Delta TechOps is highly regarded in the MRO industry for
providing not only maintenance services for Delta's own engines,
but also increasingly for third parties.  We look forward to
working closely with Delta's extremely qualified staff of
engineers and technical professionals on this important program
which is a new milestone for the entire industry," said Christine
Richardson, Chromalloy's chief executive officer.  "This will
build on the strong technical and service relationship we already
have with Delta, as our interests are uniquely aligned on this
large aftermarket program."

While Delta TechOps currently performs engine overhauls on the
CFM56-7, this deal will add the CFM56-5 engine type to the
extensive list of engines it services which includes the PW4000,
PW2000, JT8D-219, CF680A, CF680C2 and CF34 engine lines.  As the
engine of choice on Airbus aircraft including the A318, A319, A320
and A321, the CFM56-5 represents a significant addition to Delta
TechOps' overhaul and repair capabilities.  With the PMA parts
program, Delta TechOps will offer its customers an industry
leading alternative for their CFM56-7 and CFM56-5 overhauls.

The deal also includes 250 engine overhauls to be performed by
Delta TechOps professionals over the term of the agreement, which
also will add to the impressive growth of Delta TechOps' engine
maintenance business.  In 2007, Delta TechOps will overhaul more
than 220 customer engines.

The agreement with Chromalloy complements Delta TechOps' growing
list of strategic sourcing partnerships, all of which include
elements that continue to help grow the MRO business.  Already
this year, TechOps has announced agreements with Pratt & Whitney
and CFM International.  With this agreement, Delta TechOps will be
the world's largest third-party CFM engine overhaul provider.

"Our MRO business will continue to grow, thanks in large part to
our dedicated, highly skilled and flexible employees, as well as
our capacity and product offerings," said Charaf.  "Reciprocal
strategic sourcing is another platform of growth for our
successful MRO business, and we will continue to look for ways to
add value and grow our business."

Delta TechOps is the largest airline MRO in North America, earning
more than $310 million in revenue in 2006.  In addition to
providing maintenance and engineering support for Delta's fleet of
440 aircraft, Delta TechOps serves more than 100 aviation and
airline customers from around the world, specializing in high-
skill work like engines, components, hangar and line maintenance.  

Jim Tharpe of ajc.com says Delta's Atlanta TechOps center
currently employs 4,500 workers, and the $1 billion deal --
disclosed at an aviation industry conference in Milan, Italy --
could mean additional jobs.

"We certainly hope that as we grow our engine work we will add
jobs, but I don't have a specific figure at that time," spokesman
Kent Landers said, according to ajc.com.

Based in Atlanta, Georgia, Delta Air Lines Inc. (NYSE:DAL) --
http://www.delta.com/-- is the world's second-largest airline
in terms of passengers carried and the leading U.S. carrier
across the Atlantic, offering daily flights to 328 destinations
in 56 countries on Delta, Song, Delta Shuttle, the Delta
Connection carriers and its worldwide partners.  Delta flies to
Argentina, Australia and the United Kingdom, among others.  The
company and 18 affiliates filed for chapter 11 protection on
Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17923).
Marshall S. Huebner, Esq., at Davis Polk & Wardwell, represents
the Debtors in their restructuring efforts.  Timothy R. Coleman
at The Blackstone Group L.P. provides the Debtors with financial
advice.  Daniel H. Golden, Esq., and Lisa G. Beckerman, Esq., at
Akin Gump Strauss Hauer & Feld LLP, provide the Official
Committee of Unsecured Creditors with legal advice.  John
McKenna, Jr., at Houlihan Lokey Howard & Zukin Capital and James
S. Feltman at Mesirow Financial Consulting, LLC, serve as the
Committee's financial advisors.  As of June 30, 2005, the
company's balance sheet showed $21.5 billion in assets and
US$28.5 billion in liabilities.

The Debtors filed a chapter 11 plan of reorganization and
disclosure statement explaining that plan on Dec. 19, 2007.  On
Jan. 19, 2007, they filed revisions to the plan and disclosure
statement, and submitted further revisions to the plan on
Feb. 2, 2007.  On Feb. 7, 2007, the Court approved the Debtors'
disclosure statement.  In April 2007, the Court confirmed the
Debtors' plan.

                          *     *     *

On Oct. 3, 2007, Moody's Investors Services assigned a B1 rating
on Delta Air Lines Inc.'s $220 million of Class C Certificates due
2014.  While Standard & Poor's placed a B rating on the same
certificates on Oct. 11, 2007.


DIRECTV GROUP: Earns $319 Million in Third Quarter Ended Sept. 30
-----------------------------------------------------------------
The DIRECTV Group Inc. reported Wednesday that third quarter 2007
net income of $319 million and operating profit of $566 million  
declined 14% and 10%, respectively, compared with last year's
third quarter.  Third quarter revenues increased 18% to
$4.33 billion and operating profit before depreciation and
amortization increased 12% to $1.00 billion compared to last
year's third quarter.

"The headline for the third quarter is that significantly greater
sales of high definition and digital video recorder services to
higher quality subscribers are having an extremely positive impact
on the key operating metrics that drive DIRECTV's value," said
Chase Carey, president and chief executive officer of The DIRECTV
Group Inc.

"Starting with subscriber demand in the U.S., net subscriber
additions were up 45% to 240,000 due to strong gross additions and
churn performance.  The increase in gross additions to 1,032,000
was fueled by dramatic growth in the demand for advanced services
-- over 50% of new subscribers in the quarter signed up for HD or
DVR services compared to only 28% a year ago.  The increased
demand for advanced services was also a critical factor behind the
large reduction in DIRECTV's monthly churn rate to 1.61% compared
to 1.80% last year, representing one of the largest improvements
in our history."

Carey continued, "DIRECTV U.S. also had strong financial
performance as revenues in the quarter were up 14% to
$3.89 billion and operating profit before depreciation and
amortization increased 11% to $916 million.  The revenue growth
was due to an 8.3% increase in ARPU to $78.79 and strong
subscriber growth.  This ARPU increase represents DIRECTV's best
growth rate in several years and was propelled by the higher
service and equipment fees from new HD and DVR customers.  Of
DIRECTV's total subscriber base, just under 40% now have
advanced services compared to less than 30% a year ago.  The
increase in customers adding advanced services, as well as
converting to our newer MPEG-4 HD equipment, resulted in higher
upgrade and acquisition costs in the quarter compared to the prior
year.  As we've highlighted in the past, customers with advanced
services generate significantly greater cash flows and superior
financial returns."

Carey added, "Our DIRECTV Latin American businesses also had
strong third quarter results.  Significantly better gross
additions and churn drove a nearly fourfold increase in net
subscriber additions to 161,000 in the quarter.  In addition,
revenues were up 67% to $442 million and operating profit before
depreciation and amortization -- excluding a $61 million one-time
non-cash gain booked in 2006 -- was over three times greater than
last year's results primarily due to the merger with Sky Brazil
which was completed in August 2006, as well as strong subscriber
growth."

Carey concluded, "Similar to our third quarter results, we're
expecting continued strong operating performance in the coming
quarters as we continue to enhance the nation's already-best HD
service.  We currently offer 74 national HD channels - more than
any cable TV provider in the U.S. - and we remain on schedule to
offer up to 100 channels around the end of the year.  Consumers
are passionate about HD and DIRECTV is now the clear choice for
any consumer looking for the ultimate HD experience."

                       Third Quarter Review

In the third quarter of 2007, The DIRECTV Group's revenues of
$4.33 billion increased 18% over the same period last year
principally due to strong ARPU and subscriber growth at DIRECTV
U.S. and DIRECTV Latin America, as well as the consolidation of
Sky Brazil's financial results subsequent to the merger with
DIRECTV Brazil in August 2006.

The 12% increase in operating profit before depreciation and
amortization to $1.00 billion was primarily due to the gross
profit associated with the higher revenues, partially offset
by higher acquisition and upgrade costs at DIRECTV U.S. mostly due
to the increased number of new and existing customers adding HD
and DVR services.  Operating profit declined 10% to $566 million
and net income fell 14% to $319 million compared with the third
quarter of last year as the higher operating profit before
depreciation and amortization was more than offset by higher
depreciation and amortization principally due to increased
capitalization of customer equipment under the DIRECTV U.S. lease
program implemented in March 2006 and the consolidation of Sky
Brazil.  Also impacting the comparison was a non-cash pre-tax gain
of $61 million associated with the DIRECTV Brazil and Sky Brazil
merger in the third quarter of 2006.

                       Year-to-Date Review

In the first nine months of 2007, The DIRECTV Group's revenues of
$12.37 billion increased 17% over the same period in the prior
year due to strong ARPU and subscriber growth at DIRECTV U.S. and
DIRECTV Latin America, as well as the consolidation of Sky
Brazil's financial results.

Operating profit before depreciation and amortization in the first
nine months of 2007 increased 24% to $3.07 billion due to the
higher gross profit associated with the higher revenues and the
capitalization of customer equipment under the lease program
implemented in March 2006 at DIRECTV U.S., as well as the
consolidation of Sky Brazil's results.  These improvements were
partially offset by higher acquisition and upgrade costs at
DIRECTV U.S. primarily related to the increased number of new and
existing customers adding HD and DVR services.  Also impacting the
comparison was a $57 million pre-tax gain recorded in the first
quarter of 2006 for the completion of DIRECTV Latin America's Sky
Mexico transactions and a pre-tax gain of $61 million associated
with the DIRECTV Brazil and Sky Brazil merger in the third quarter
of 2006.

Operating profit of $1.87 billion through September 2007 increased
6% compared with the same period in 2006 as the higher operating
profit before depreciation and amortization was partially offset
by higher depreciation and amortization resulting primarily from
the increased capitalization of customer equipment under the
DIRECTV U.S. lease program, as well as the merger with Sky Brazil.

Net income increased 4% to $1.10 billion in the first nine months
of 2007 primarily due to the changes in operating profit partially
offset by higher income tax expense related to the higher pre-tax
income.

                            Cash Flow

Cash flow before interest and taxes was relatively unchanged at
$968 million in the first nine months of 2007 as higher operating
profit before depreciation and amortization was offset by
increased capital expenditures.  Capital expenditures were higher
primarily at DIRECTV U.S. due to the implementation of the
equipment lease program in March 2006, higher costs for the
increased number of new and existing customers adding HD and DVR
services, and greater infrastructure costs associated with the
rollout of additional HD channels.  

Free cash flow declined to $592 million primarily due to an
increase in capital expenditures plus higher tax payments made in
the first nine months of 2007.  Other uses of cash in the first
nine months of 2007 were for share repurchases of $1.55 billion,
the purchase of Darlene's interest in DIRECTV Latin America for
$325 million and the repayment of $210 million of outstanding debt
at Sky Brazil.

                          Balance Sheet

At Sept. 30, 2007, the company's consolidated balance sheet showed
$14.977 billion in total assets, $8.602 billion in total
liabilities, $7 million in minority interests, and $6.368 billion
in total shareholders' equity.

Full-text copies of the company's consolidated financial
statements for the quarter ended Sept. 30, 2007, are available for
free at http://researcharchives.com/t/s?2516

                     About The DIRECTV Group

Headquartered in El Segundo, California, The DIRECTV Group Inc.
(NYSE: DTV) -- http://www.directv.com/ -- provides digital   
television entertainment services.  Through its subsidiaries
and affiliated companies in the United States, Brazil, Mexico and
other countries in Latin America, the DIRECTV Group provides
digital television service to more than 16.5 million customers in
the United States and over 4.6 million customers in Latin America.

                          *     *     *

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

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


DOMTAR CORP: Earns $36 Million in Third Quarter Ended Sept. 30
--------------------------------------------------------------
Domtar Corporation reported Wednesday net income of $36 million  
for the third quarter of 2007 compared to net income of
$11 million in the second quarter of 2007.  Sales for the third
quarter of 2007 increased 4.9% from the second quarter to
$1.7 billion.

Domtar Corporation started its operations on March 7, 2007,
following the combination of the Weyerhaeuser Fine Paper Business
and Domtar Inc.  The results reported for the second and third
quarter of 2007 include the results of operations of the new
company for the entire period.  

The stronger results when compared to the second quarter of 2007
were primarily due to higher selling prices, lower costs related
to planned maintenance shutdowns and to freight, as well as higher
shipments.  This increase was partially offset by the negative
impact of a stronger Canadian dollar, higher fiber costs and a
higher tax rate.

Included in the third quarter 2007 financial results were:

  -- costs of $14 million ($8 million after tax) related to
     synergies, integration and optimization; and

  -- a mark-to-market gain of $6 million ($3 million after tax)
     related to financial instruments.

Included in the second quarter 2007 financial results were:

  -- costs of $7 million ($4 million after tax) related to
synergies, integration and optimization; and
  
  -- a mark-to-market gain of $10 million ($6 million after tax)  
     related to financial instruments.

"Our profit margins expanded in the third quarter with better
volumes and prices but also due to the strong operating
performance of our paper, pulp and sawmilling operations," said
Raymond Royer, president and chief executive officer.  "All of our
business segments posted improved results and the momentum
continues to build with prices for paper products and for pulp
trending higher and with the benefits of initiatives aimed at
delivering synergies gradually ramping up.  Also, our continued
efforts to bring a proper balance between supply and our
customers' demand resulted in a significant reduction in our paper
inventories in the quarter."

Commenting on market conditions, Mr. Royer added, "I am pleased
with the continued support we get from our customers.  Clearly,
with paper shipments higher than the second quarter, we manage to
maintain our leading position in North America in spite of the
overall weakness observed in market demand year-to-date.  By
maintaining the same focus on building the franchise with service
solutions and an easy access to our quality products, we are
positioning the company to create significant shareholder value."

At Sept. 30, 2007, the company's consolidated balance sheet at
Sept. 30, 2007, showed $8.061 billion in total assets,
$4.849 billion in total liabilities, and $3.212 in total
shareholders' equity.

                        About Domtar Corp.

Headquartered in Montreal, Quebec, Canada, Domtar Corporation
(NYSE/TSX: UFS) -- http://www.domtar.com/-- produces uncoated   
freesheet paper and manufactures papergrade market pulp in North
America.  The company designs, manufactures, markets and
distributes a wide range of business, commercial printing,
publication well as technical and specialty papers well as its
full line of environmentally and socially responsible papers.  
Domtar owns strategically located paper distribution facilities.  
Domtar also produces lumber and other specialty and industrial
wood products.  The company employs nearly 14,000 people.

                          *     *     *

As reported in the Troubled Company Reporter on Oct 1, 2007,
Moody's Investors Service affirmed Domtar Corporation's and Domtar
Inc.'s existing credit ratings and assigned a B1 senior unsecured
rating to Domtar's proposed $1.5 billion of new bonds which will
replace Domtar Inc's existing bonds.


DURANT CDO: Moody's Cuts Rating on $25MM Floating Rate Note to B3
-----------------------------------------------------------------
Moody's Investors Service placed these notes issued by Durant CDO
2007-1, Ltd. on review for possible downgrade:

Class Description: $280,000,000 Class A-1 First Priority Senior
Secured Floating Rate Notes due 2052

-- Prior Rating: Aaa

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

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

Class Description: $48,000,000 Class A-2 Second Priority Senior
Secured Floating Rate Notes due 2052

-- Prior Rating: Aaa

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

Class Description: $36,000,000 Class B Third Priority Senior
Secured Floating Rate Notes due 2052

-- Prior Rating: Aa2

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

Class Description: $5,000,000 Class C Fourth Priority Senior
Secured Floating Rate Notes due 2052

-- Prior Rating: Aa3

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

Class Description: $25,000,000 Class D Fifth Priority Mezzanine
Secured Deferrable Floating Rate Notes due 2052

-- Prior Rating: A3

-- 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.


ECO 2007: Moody's Puts Caa3 Rating Under Review for Possible Cut
----------------------------------------------------------------
Moody's Investors Service downgraded and left on review for
possible downgrade these notes issued by ECO 2007-1 SPC:

Class Description: ECO 2007-I Segregated Portfolio $60,000,000
Variable Rate Notes Due 2047

   -- Prior Rating: Aaa

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

Class Description: ECO 2007-II Segregated Portfolio $45,000.000
Variable Rate Notes Due 2047

   -- Prior Rating: Aa2

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

Class Description: ECO 2007-III Segregated Portfolio $33,000,000
Variable Rate Notes Due 2047

   -- Prior Rating: A2

   -- Current Rating: B2, on review for possible downgrade

Class Description: ECO 2007-IV Segregated Portfolio $12,000,000
Variable Rate Notes Due 2047

   -- Prior Rating: Baa1

   -- Current Rating: Caa1, on review for possible downgrade

Class Description: ECO 2007-V Segregated Portfolio $12,000,000
Variable Rate Notes Due 2047

   -- Prior Rating: Baa3

   -- Current Rating: Caa3, 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 of ABS CDO.


EMA PIZZA: Case Summary & 32 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: EMA Pizza Company Inc.
        1164 Idaho Avenue
        Escondido, CA 92027

Bankruptcy Case No.: 07-17158

Debtor-affiliate filing separate Chapter 11 petition:

      Entity                       Case No.
      ------                       --------
      Martin Seglin                07-17159

Chapter 11 Petition Date: November 6, 2007

Court: Central District Of California (Riverside)

Judge: David N. Naugle

Debtors' Counsel: Robert B. Rosenstein, Esq.
                  Rosenstein & Hitzeman, AAPLC
                  28600 Mercedes Street, Suite 100
                  Temecula, CA 92590
                  Tel: (951) 296-3888
                  Fax: (951) 296-3889

                               Total Assets    Total Debts
                               ------------    -----------
      EMA Pizza Company Inc.       $191,676     $1,356,679
      Martin Seglin              $1,282,229     $1,201,229

A. EMA Pizza Company Inc.'s list of its 19 Largest
   Unsecured Creditors:

   Entity                        Nature of Claim     Claim Amount
   ------                        ---------------     ------------
State Board of Equalization                              $191,723
P.O. Box 942879
Sacramento, CA 94279-7072

Bank of America                  Cash Advance             $53,819
P.O. Box 15726
Wilmington, DE 19886-5726        Operational Expenses      $2,402

Domino's Pizza Corp. LLC         Royalties                $44,075
30 Frank Lloyd Wright Drive
Ann Arbor, MI 48106

Washington Mutual                Line of Credit           $26,578

Advance Me, Inc.                 Sale of Future           $12,242
                                 Credit Card Revenue


DPD LLC, SCA                     Food                     $11,131

Chase Card                       Operations/Cash           $6,226

Sherington Hemet SPE, LLC        Rent                      $3,920

American Express - Green         Supplies                  $3,115

State Triangle Inc.              Rent                      $3,104

MCI                              Store Phones              $2,705

FLP Epsilon                      Rent                      $1,947

Pennysaver                       Store Advertising         $1,813

Advo Inc.                        Advertising                 $900

Ross Print                       Printing                    $818

Henry Wurst Printing                                         $768

Pulse                            Store Computers             $527

Sir Speedy Printing              Advertising                 $513

Buzztime Computers               Computer Maintenance        $397

B. Martin Seglin's list of its 13 Largest Unsecured Creditors:

   Entity                        Nature of Claim     Claim Amount
   ------                        ---------------     ------------
Bank of America                  Operational Expenses     $71,260
P.O. Box 15726
Wilmington, DE 19886-5726

State Board of Equalization                               $26,483
P.O. Box 942879
Sacramento, CA 94279-7072

AT&T                             Cash Advances            $20,475
P.O. Box 6414
The Lakes, NV 88901

Advanta                                                   $17,650

American Express                 Operational Expenses     $16,272

Citi Cards                                                 $9,217

Chase Card                                                 $4,089

American Express Blue            Cash Advances             $3,737

Domino's Pizza Corp. LLC         Royalties for Store       $2,523

Emercon Construction, Inc.       Construction Services     $2,500

First Equity                                               $1,748

Coca-Cola                        Beverage Service          $1,197

SDG&E                            Electricity               $1,103


ENDOCARE INC: Posts $984,000 Net Loss in Quarter Ended Sept. 30
---------------------------------------------------------------
Endocare Inc. reported recently results of operations for the  
third quarter ended Sept. 30, 2007.

Net loss in the third quarter of 2007 was $984,000.  This compares
to a loss of $2.1 million in the corresponding 2006 period.

Total revenues for the 2007 third quarter were $7.3 million,
compared to $6.7 million in the 2006 third quarter.  The 9.3%
increase in revenues primarily reflects the business model shift
away from service fees to disposable product sales.

Endocare chairman, chief executive officer and president Craig T.
Davenport said, "It was a strong summer quarter both in terms of
solid sales and operational efficiencies.  As expected, year-over-
year procedure growth remained robust despite, as in prior years,
showing the sequential impacts of seasonality."
         
Davenport said, "The company's decision in 2005 to migrate away
from being a service provider and move toward a more conventional
medical device sales model again resulted in improved margins,
increased gross profit dollars and improved bottom-line results
for the quarter.  As stated in the past, this revenue mix
shift has had a short-term effect of reducing revenue growth in
prior periods.  However, we believe this business model change
will ultimately make Endocare a more scalable and profitable
business following the transition, as these results demonstrate."
         
The transition in product mix and reductions in manufacturing
costs continued to have a positive impact on gross margins, which
increased to 70.4% compared to 60.0% in the 2006 third quarter and
up sequentially from 65.7% in the second quarter of 2007.
Operating expenses (which exclude the effects of a litigation
settlement) for the 2007 third quarter were $7.1 million, compared
to $7.5 million in the 2006 third quarter and $7.6 million in the
second quarter of this year.
         
Adjusted EBITDA, which excludes FASB 123R stock compensation
expense, was positive at $657,000 for the 2007 third quarter as
compared to a loss of $3.0 million for the third quarter of 2006.
Included in the 2007 third quarter were approximately $1.1 million
in positive adjustments associated with a litigation settlement
and the reversal of certain reserves taken in prior periods.

The balance sheet as of Sept. 30, 2007, showed cash and cash
equivalents of $7.6 million, total assets of $22.0 million and
total stockholders' equity of $11.3 million.  Cash increased in
the 2007 third quarter by $324,000.

At Sept. 30, 2007, the company's consolidated balance sheet showed
$22.0 million in total assets, $10.7 million in total liabilities,
and $11.3 million in total shareholders' equity.

Full-text copies of the company's consolidated financial
statements for the quarter ended Sept. 30, 2007, are available for
free at http://researcharchives.com/t/s?2518

                       Going Concern Doubt

As reported in the Troubled Company Reporter on March 27, 2007,
Ernst & Young LLP, in Los Angeles, expressed substantial doubt
about Endocare Inc.'s ability to continue as a going concern after
auditing the company's financial statements for the years ended
Dec. 31, 2006, and 2005.  The auditing firm pointed to the
company's recurring operating losses, cash flow deficits, and
working capital deficiency.

                       About Endocare Inc.

Endocare Inc. (OTCBB: ENDO) -- http://www.endocare.com/-- is an  
innovative medical device company focused on the development of
minimally invasive technologies for tissue and tumor ablation.
Endocare has initially concentrated on developing technologies for
the treatment of prostate cancer and believes that its proprietary
technologies have broad applications across a number of markets,
including the ablation of tumors in the kidney, lung and liver.


ENTERGY CORP: Outlook Revision Does Not Affect Fitch's BB Rating
----------------------------------------------------------------
Fitch Ratings has revised the Rating Outlook on Entergy Corp.'s
'BBB-' Long-term Issuer Default Rating to Evolving pending the
completion of the proposed spin-off of its merchant nuclear
assets.  The ultimate impact on ETR's ratings will be determined
by the amount of the $4.5 billion proceeds used for debt reduction
at the parent company level relative to the loss of cash flow from
the nuclear business.  While ETR's credit metrics are strong for
its current rating category - which provides management some
leeway in its debt reduction plans - some of this strength is
attributed to the financial performance of the nuclear assets.  On
a preliminary basis, Fitch considers a debt reduction of $1.5
billion to be credit neutral, resulting in an estimated debt-to-
EBITDA ratio in the mid-3-times range.  ETR has parent-level debt
outstanding of approximately $3.2 billion as of June 30, 2007,
including approximately $2 billion drawn from its revolving credit
facilities.

The transaction, as proposed, would result in a stand-alone
merchant nuclear company with ratings independent of ETR and its
utility subsidiaries.  ETR's ratings would be based solely on the
utility businesses, which have IDRs ranging from 'BB' to 'BBB-'.  
The ratings and Rating Outlook of the utilities are unaffected by
the action.


EULER ABS: Moody's May Downgrade Ba2 Rating on $14 Million Notes
----------------------------------------------------------------
Moody's Investors Service placed these notes issued by Euler ABS
CDO I, Ltd. on review for possible downgrade:

Class Description: $270,000,000 Class A-1 First Priority Senior
Secured Floating Rate Notes due 2050

   -- Prior Rating: Aaa

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

Class Description: $135,000,000 Class A-2 Second Priority Senior
Secured Floating Rate Notes due 2050

   -- Prior Rating: Aaa

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

Class Description: $93,750,000 Class A-3 Third Priority Senior
Secured Floating Rate Notes due 2050

   -- Prior Rating: Aaa

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

Class Description: $53,000,000 Class B Fourth Priority Senior
Secured Floating Rate Notes due 2050

   -- Prior Rating: Aa2

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

Class Description: $20,000,000 Class C Fifth Priority Senior
Secured Floating Rate Notes due 2050

   -- Prior Rating: Aa3

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

Class Description: $24,500,000 Class D Sixth Priority Mezzanine
Deferrable Secured Floating Rate Notes due 2050

   -- Prior Rating: A2

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

Class Description: $6,750,000 Class E Seventh Priority Mezzanine
Deferrable Secured Floating Rate Notes due 2050

   -- Prior Rating: A3

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

Class Description: $22,500,000 Class F Eighth Priority Mezzanine
Deferrable Secured Floating Rate Notes due 2050

   -- Prior Rating: Baa2

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

Class Description: $12,500,000 Class G Ninth Priority Mezzanine
Deferrable Secured Floating Rate Notes due 2050

   -- Prior Rating: Baa3

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

Class Description: $14,000,000 Class H Tenth Priority Mezzanine
Deferrable Secured Floating Rate Notes due 2050

   -- 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.


FIDELITY SEDGWICK: Fitch Affirms 'B' Issuer Default Rating
----------------------------------------------------------
Fitch Ratings has affirmed Fidelity Sedgwick Holdings, Inc.'s
Issuer Default Rating at 'B'.  In addition, Fitch has upgraded
Sedgwick's senior secured bank facility rating to 'BB-/RR2' from
'B/RR4' based on improved recovery expectations.  The  Rating
Outlook is Stable.

Sedgwick's ratings and outlook reflect these considerations:

  -- Fitch expects leverage to decline from 7.2 times at the
     end of 2006 to approximately 4.5x by the end of 2008
     driven primarily by EBITDA growth and modest debt
     reduction.

  -- Sedgwick should continue a trend of modest organic revenue
     growth of at least mid-single digits driven by growth in
     insurance claims as well as increased market share and
     cross selling opportunities.

  -- Fitch believes Sedgwick's EBITDA margins should remain
     steady near 15% following the integration of the company's
     acquisitions of CMI and VMA in 2006.

  -- Fitch expects stable free cash flow of approximately $30
     million in 2007 with modest growth going forward.

The ratings are supported by:

  -- Sedgwick has established itself as the market leading
     provider of outsourced claims management services;
  -- Long-term customer contracts and high revenue renewal rate
     provides significant stability to the financial model;
  -- Sedgwick's blue chip customer base, representing a wide
     breadth of end markets, adds further stability to the
     company's financials.
  -- Stable end market demand for claims administration;
  -- Majority of business in the form of a cost-plus revenue
     model.

Rating concerns include:

  -- Sedgwick is highly leveraged following its largely debt-
     financed buyout from Marsh & McLennan in January 2006 plus
     the additional debt financed acquisitions of
     CompManagement, Inc. and VPA Inc. in the second-half of
     2006, with only modest expectations of debt reduction in
     the near-future;

  -- Fitch expects Sedgwick to pursue additional small
     acquisitions going forward with the potential for
     additional debt financing;

  -- Increasing threat of competition as competitors adapt to
     Sedgwick's consultative approach to claims management
     services;

  -- Potential for modest dividends to equity holders as
     permitted under the company's credit facility agreement.

Liquidity as of Sept. 30, 2007 was adequate with $5.2 million in
cash and a $60 million senior secured revolving credit facility
expiring January 2012, of which, approximately
$55.2 million was available.  Total debt as of Sept. 30, 2007 was
$439.8 million reflecting the total amount outstanding under a
senior secured term loan due January 2013.

The Recovery Ratings for Sedgwick reflect Fitch's recovery
expectations under a distressed scenario, as well as Fitch's
expectation that the enterprise value of Sedgwick, and hence
recovery rates for its creditors, will be maximized in a
restructuring scenario (as a going concern) rather than a
liquidation scenario.  In deriving a distressed enterprise value,
Fitch uses a distressed EBITDA estimate of $75 million which is
slightly higher than Fitch's estimate of total interest expense,
maintenance capital spending and rent expense for Sedgwick.  Fitch
then applies a 6.0x distressed EBITDA multiple, which considers
Sedgwick's acquisition multiple from 2006 and that a stress event
would likely lead to multiple contraction.  As is standard with
Fitch's recovery analysis, the revolver is fully drawn and cash
balances fully depleted to reflect a stress event.  The 'RR2' for
Sedgwick's secured bank facility reflects Fitch's belief that 71%-
90% recovery is realistic.


FIRST FRANKLIN: Moody's Junks Ratings on Four Certificate Classes
-----------------------------------------------------------------
Moody's Investors Service downgraded 88 classes of certificates
and placed on review for possible downgrade 18 classes of
certificates from 18 transactions issued in early 2007 and backed
by closed-end second lien mortgage loans.  A closed-end second
lien mortgage loan is a loan secured by a second priority mortgage
lien on residential real estate, and is advanced in a specified
amount at the closing of the loan.  When closed simultaneously
with a first-lien mortgage loan to purchase a home, these loans
are often known as 'piggyback loans'.

The actions reflect the extremely poor performance of closed-end
second lien mortgage loans securitized in early 2007.  These loans
have seen a high rate of early default and deals backed by those
loans have been continuously building up significant pipeline.  
The performance closely tracks the performance of "piggyback
loans' securitized in 2006 due to the aggressive underwriting
guidelines combined with prolonged home price decline.

Three Aaa-rated securities and 15 Aa-rated securities are placed
under review for possible downgrade.  Class A-1 and Class A-2 from
ACE Securities Corp.  Home Equity Loan Trust, Series 2007-ASL1
have been placed on review due to the high cumulative loss (5.32%
as of September) within 5 months of closing.  The aggressive loan
write-off didn't subdue the growth in pipeline which represents
11.85% of the current pool balance.  Class II-A from American Home
Mortgage Investment Trust is placed on review because of the
significant delinquencies (15.61%of current pool balance as of
September was 60 days or more delinquent most of which was in
foreclosure) which are likely to deplete the
overcollateralization, and cause writedowns to Classes II-M-6, II-
M-5, II-M-4, II-M-3, and II-M-2.

At the other end of the credit spectrum, 41 securities are
downgraded to Caa, Ca, and C ratings because the dramatically pool
overall performance of closed-end second lien mortgages has
already impaired or is expected to impair tranches at the bottom
of the capital structures.

                           Downgrade

Issuer: ACE Securities Corp. Home Equity Loan Trust

   - Series 2007-ASL1, Class M-4, Downgraded to Ba2 from A1;

   - Series 2007-ASL1, Class M-5, Downgraded to B1 from A2;

   - Series 2007-ASL1, Class M-6, Downgraded to B3 from A3;

   - Series 2007-ASL1, Class M-7, Downgraded to C from Baa1;

   - Series 2007-ASL1, Class M-8, Downgraded to C from Baa2;

   - Series 2007-ASL1, Class M-9, Downgraded to C from Baa3;

   - Series 2007-SL1, Class M-4, Downgraded to Baa1 from A1;

   - Series 2007-SL1, Class M-5, Downgraded to Baa2 from A2;

   - Series 2007-SL1, Class M-6, Downgraded to Ba3 from A3;

   - Series 2007-SL1, Class M-7, Downgraded to Ca from Baa1;

   - Series 2007-SL1, Class M-8, Downgraded to C from Baa2;

   - Series 2007-SL1, Class M-9, Downgraded to C from Baa3;

   - Series 2007-SL1, Class M-10, Downgraded to C from Ba1.

Issuer: Alliance Bancorp Trust

   - Series 2007-S1, Class M-2, Downgraded to Baa3 from A2;

   - Series 2007-S1, Class M-3, Downgraded to B3 from Baa2.

Issuer: American Home Mortgage Assets Trust 2007-3

   - Class III-M-2, Downgraded to Ba3 from A3;

   - Class III-P-O, Downgraded to Caa2 from Ba1.

Issuer: American Home Mortgage Investment Trust

   - Series 2007-A, Class II-M-1, Downgraded to Ba1 from Aa2;

   - Series 2007-A, Class II-M-2, Downgraded to Caa3 from A3;

   - Series 2007-A, Class II-M-3, Downgraded to C from Baa2;

   - Series 2007-A, Class II-M-4, Downgraded to C from Baa3;

   - Series 2007-A, Class II-M-5, Downgraded to C from Ba2.

Issuer: Bear Stearns Mortgage Funding Trust

   - Series 2007-SL1, Class M-4, Downgraded to Baa2 from A1;

   - Series 2007-SL1, Class M-5, Downgraded to Baa3 from A2;

   - Series 2007-SL1, Class M-6, Downgraded to Ba1 from A3;

   - Series 2007-SL1, Class B-1, Downgraded to Ca from Baa1;

   - Series 2007-SL1, Class B-2, Downgraded to C from Baa2;

   - Series 2007-SL1, Class B-3, Downgraded to C from Baa3;

   - Series 2007-SL1, Class B-4, Downgraded to C from Ba1;

   - Series 2007-SL2, Class M-4, Downgraded to Baa1 from A1;

   - Series 2007-SL2, Class M-5, Downgraded to Baa2 from A2;

   - Series 2007-SL2, Class M-6, Downgraded to B1 from A3;

   - Series 2007-SL2, Class B-1, Downgraded to Ca from Baa1;

   - Series 2007-SL2, Class B-2, Downgraded to C from Baa2;

   - Series 2007-SL2, Class B-3, Downgraded to C from Baa3.

Issuer: Bear Stearns Second Lien trust

   - Series 2007-1, Class II-M-4, Downgraded to Baa2 from A3;

   - Series 2007-1, Class II-M-5, Downgraded to Ba1 from Baa1;

   - Series 2007-1, Class II-M-6, Downgraded to B2 from Baa2;

   - Series 2007-1, Class II-B-1, Downgraded to Caa1 from Baa3;

   - Series 2007-1, Class III-M-4, Downgraded to Baa2 from A3;

   - Series 2007-1, Class III-M-5, Downgraded to Ba1 from Baa1;

   - Series 2007-1, Class III-M-6, Downgraded to B2 from Baa2;

   - Series 2007-1, Class III-B-1, Downgraded to Caa1 from Baa3.

   - Series 2007-SV1, Class B-3, Downgraded to Ba3 from Baa3;

   - Series 2007-SV1, Class B-4, Downgraded to B1 from Ba1.

Issuer: C-BASS Mortgage Loan Asset-Backed Certificates, Series
2007-SL1

   - Class B-1, Downgraded to Ba1 from Baa1;

   - Class B-2, Downgraded to B2 from Baa2;

   - Class B-3, Downgraded to Caa1 from Baa3;

   - Class B-4, Downgraded to Ca from Ba1.

Issuer: CSFB Home Equity Mortgage Trust

   - Series 2007-2, Cl. M-1, Downgraded to Baa2 from A3;

   - Series 2007-2, Cl. M-2, Downgraded to Baa3 from Baa1;

   - Series 2007-2, Cl. M-3, Downgraded to B1 from Baa2;

   - Series 2007-2, Cl. M-4, Downgraded to Caa3 from Baa3;

   - Series 2007-2, Cl. B-1, Downgraded to Ca from Ba1;

   - Series 2007-2, Cl. B-2, Downgraded to C from Ba2.

Issuer: First Franklin Mortgage Loan Trust

   - Series 2007-FFA, Class M-4, Downgraded to Baa3 from A1;

   - Series 2007-FFA, Class M-5, Downgraded to B1 from A2;

   - Series 2007-FFA, Class M-6, Downgraded to B3 from A3;

   - Series 2007-FFA, Class B-1, Downgraded to Ca from Baa1;

   - Series 2007-FFA, Class B-2, Downgraded to C from Baa2;

   - Series 2007-FFA, Class B-3, Downgraded to C from Baa3;

   - Series 2007-FFA, Class B-4, Downgraded to C from Ba1;

   - Series 2007-FFC, Class B-3, Downgraded to B2 from Baa3;

   - Series 2007-FFC, Class B-4, Downgraded to B3 from Ba1.

Issuer: Merrill Lynch Mortgage Loan Trust

   - Series 2007-SL1, Class M-5, Downgraded to Baa2 from A2;

   - Series 2007-SL1, Class M-6, Downgraded to Ba1 from A3;

   - Series 2007-SL1, Class B-1, Downgraded to B1 from Baa1;

   - Series 2007-SL1, Class B-2, Downgraded to B3 from Baa2;

   - Series 2007-SL1, Class B-3, Downgraded to Caa2 from Baa3.

Issuer: Morgan Stanley Mortgage Loan Trust

   - Series 2007-4SL, Class B-3, Downgraded to Ba3 from Baa2;

   - Series 2007-4SL, Class B-4, Downgraded to Caa2 from Ba1;

   - Series 2007-4SL, Class B-5, Downgraded to C from Ba2.

Issuer: Nomura Asset Acceptance Corporation, Alternative Loan
Trust

   - Series 2007-S1, Class M-5, Downgraded to Baa3 from A1;

   - Series 2007-S1, Class M-6, Downgraded to B1 from A3;

   - Series 2007-S1, Class M-7, Downgraded to Caa1 from A3;

   - Series 2007-S1, Class M-8, Downgraded to C from Baa1;

   - Series 2007-S1, Class M-9, Downgraded to C from Baa3;

   - Series 2007-S1, Class M-10, Downgraded to C from Ba1.

Issuer: SACO I Trust

   - Series 2007-1, Class M-5, Downgraded to Baa1 from A1;

   - Series 2007-1, Class M-6, Downgraded to Baa2 from A2;

   - Series 2007-1, Class B-1, Downgraded to Ba3 from Baa1;

   - Series 2007-1, Class B-2, Downgraded to Caa2 from Baa1;

   - Series 2007-1, Class B-3, Downgraded to C from Baa3;

   - Series 2007-1, Class B-4, Downgraded to C from Ba1;

   - Series 2007-2, Class M-4, Downgraded to Baa2 from A1;

   - Series 2007-2, Class M-5, Downgraded to Ba3 from A2;

   - Series 2007-2, Class M-6, Downgraded to B3 from A3;

   - Series 2007-2, Class B-1, Downgraded to C from Baa1.

                   Review for Possible Downgrade

Issuer: ACE Securities Corp. Home Equity Loan Trust

   - Series 2007-ASL1, Class A-1, current rating Aaa, on review
     for possible downgrade;

   - Series 2007-ASL1, Class A-2, current rating Aaa, on review
     for possible downgrade;

   - Series 2007-ASL1, Class M-1, current rating Aa1, on review
     for possible downgrade;

   - Series 2007-ASL1, Class M-2, current rating Aa2, on review
     for possible downgrade;

   - Series 2007-ASL1, Class M-3, current rating Aa3, on review
     for possible downgrade;

   - Series 2007-SL1, Class M-3, current rating Aa3, on review for
     possible downgrade.

Issuer: American Home Mortgage Investment Trust

   - Series 2007-A, Class II-A, current rating Aaa, on review for
     possible downgrade.

Issuer: Bear Stearns Mortgage Funding Trust

   - Series 2007-SL1, Class M-2, current rating Aa2, on review for
     possible downgrade;

   - Series 2007-SL1, Class M-3, current rating Aa3, on review for
     possible downgrade;

   - Series 2007-SL2, Class M-2, current rating Aa2, on review for
     possible downgrade;

   - Series 2007-SL2, Class M-3, current rating Aa3, on review for
     possible downgrade.

Issuer: First Franklin Mortgage Loan Trust

   - Series 2007-FFA, Class M-2, current rating Aa2, on review for
     possible downgrade;

   - Series 2007-FFA, Class M-3, current rating Aa3, on review for
     possible downgrade.

Issuer: Nomura Asset Acceptance Corporation, Alternative Loan
Trust

   - Series 2007-S1, Class M-2, current rating Aa2, on review for
     possible downgrade;

   - Series 2007-S1, Class M-3, current rating Aa2, on review for
     possible downgrade;

   - Series 2007-S1, Class M-4, current rating Aa3, on review for
     possible downgrade.

Issuer: SACO I Trust

   - Series 2007-1, Class M-4, current rating Aa3, on review for
     possible downgrade;

   - Series 2007-2, Class M-3, current rating Aa3, on review for
     possible downgrade.


FIRST UNION: Stable Performance Cues Fitch to Affirm Ratings
------------------------------------------------------------
Fitch Ratings has affirmed these First Union National Bank-Bank of
America Commercial Mortgage Trust pass-through certificates,
series 2001-C1:

  -- $754.1 million class A-2 at 'AAA';
  -- $57.0 million class A-2F at 'AAA';
  -- Interest-only classes IO-I, IO-II and IO-III at 'AAA';
  -- $52.3 million class B at 'AAA';
  -- $26.2 million class C at 'AAA';
  -- $26.2 million class D at 'AAA';
  -- $16.4 million class E at 'AAA';
  -- $13.1 million class F at 'AAA';
  -- $26.2 million class G at 'AA';
  -- $16.4 million class H at 'A+';
  -- $19.6 million class J at 'BBB+';
  -- $16.4 million class K at 'BBB-';
  -- $13.1 million class L at 'BB+';
  -- $6.5 million class M at 'BB';
  -- $9.8 million class N at 'B+';
  -- $13.1 million class O at 'B';
  -- $6.5 million class P at 'CCC/DR2'.

Fitch does not rate the $1.7 million class Q. The class A-1
certificates are paid in full.

The rating affirmations are the result of minimal paydown and
stable performance since Fitch's last rating action in February
2007.  Since issuance, 52 loans (34.3%) have defeased, including
the two shadow rated loans, the Cornerstone portfolio and the RFS
Hotel portfolio.  As of the October 2007 distribution date, the
transaction has paid down 17.9% since issuance to $1.07 billion
from $1.3 billion.  The transaction remains diverse with the top
five loans representing less than 14.7% of pool.

There is currently one loan (1%) in special servicing and losses
are expected to deplete the non-rated class Q.  The loan is
secured by a multifamily property located in Houston, TX.  The
loan transferred to special servicing in October 2007 and is
currently 60 days delinquent.  The property has suffered negative
cash flow as a result of increasing tenant delinquencies, non-
paying tenants and crime at the property.  The special servicer is
pursuing foreclosure.

Fitch continues to monitor the performance and leasing activity of
a retail mall property (2.1%) located in Sherman, TX, due to
declining performance.  The mall has been impacted by a new big
box retail center located within close proximity and currently has
a dark anchor as a result of JC Penney's vacating their space on
Sept. 22, 2007.  The most recent servicer reported DSCR as of
Dec. 30, 2006 was 0.76x and the property was 75% occupied.


FORGE ABS: Poor Credit Quality Prompts Moody's Ratings Review
-------------------------------------------------------------
Moody's Investors Service placed these notes issued by Forge ABS
High Grade CDO I, Ltd. on review for possible downgrade:

Class Description: $375,000,000 Class A-2 Second Priority Senior
Secured Floating Rate Notes Due 2053

   -- Prior Rating: Aaa

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

Class Description: $75,000,000 Class A-3 Third Priority Senior
Secured Floating Rate Notes Due 2053

   -- Prior Rating: Aaa

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

Class Description: $75,000,000 Class A-4 Fourth Priority Senior
Secured Floating Rate Notes Due 2053

   -- Prior Rating: Aaa

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

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

Class Description: $25,500,000 Class B Fifth Priority Senior
Secured Floating Rate Notes Due 2053

   -- Prior Rating: Aa2

   -- Current Rating: A1, on review for possible downgrade

Class Description: $15,750,000 Class C Sixth Priority Senior
Secured Floating Rate Notes Due 2053

   -- Prior Rating: Aa3

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

Class Description: $10,500,000 Class D Seventh Priority Senior
Secured Deferrable Floating Rate Notes Due 2053

   -- Prior Rating: A2

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

Class Description: $18,750,000 Class E Eighth Priority Mezzanine
Deferrable Floating Rate Notes Due 2053

   -- 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 structured
finance securities.


FOURTH STREET: Moody's Reviews Low-B Ratings for Possible Cut
-------------------------------------------------------------
Moody's Investors Service placed these notes issued by Fourth
Street Funding Ltd. on review for possible downgrade:

Class Description: $45,000,000 Class A-3 Third Priority Senior
Secured Floating Rate Notes Due 2050

   -- Prior Rating: Aaa

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

Class Description: $37,500,000 Class B Fourth Priority Senior
Secured Floating Rate Notes Due 2050

   -- Prior Rating: Aa2

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

Class Description: $17,500,000 Class C Fifth Priority Senior
Secured Floating Rate Notes Due 2050

   -- Prior Rating: Aa3

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

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

Class Description: $20,000,000 Class D Sixth Priority Senior
Secured Deferrable Floating Rate Notes Due 2050

   -- Prior Rating: A2

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

Class Description: $20,500,000 Class E Seventh Priority Mezzanine
Secured Deferrable Floating Rate Notes Due 2050

   -- Prior Rating: Baa2

   -- Current Rating: Ba3, on review for possible downgrade

Class Description: $15,000,000 Class F Eighth Priority Mezzanine
Secured Deferrable Floating Rate Notes Due 2050

   -- Prior Rating: Baa3

   -- 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.


GE COMMERCIAL: Moody's Holds Low-B Ratings on Six Cert. Classes
---------------------------------------------------------------
Moody's Investors Service upgraded the ratings of three classes
and affirmed the ratings of 22 classes of GE Commercial Mortgage
Corporation, Commercial Mortgage Pass-Through Certificates, Series
2003-C2 as:

   -Class A-1, $17,604,141, affirmed at Aaa

   -Class A-1A, $266,658,407, affirmed at Aaa

   -Class A-2, $165,053,000, affirmed at Aaa

   -Class A-3, $54,285,000, affirmed at Aaa

   -Class A-4, $406,087,000, affirmed at Aaa

   -Class X-1, Notional, affirmed at Aaa

   -Class X-2, Notional, affirmed at Aaa

   -Class B, $35,493,000, affirmed at Aaa

   -Class C, $14,788,000, upgraded to Aaa from Aa1

   -Class D, $26,620,000, upgraded to Aa2 from A1

   -Class E, $14,788,000, upgraded to A1 from A2

   -Class F, $14,789,000, affirmed at A3

   -Class G, $14,788,000, affirmed at Baa2

   -Class H, $14,789,000, affirmed at Baa3

   -Class J, $19,225,000, affirmed at Ba1

   -Class K, $7,394,000, affirmed at Ba2

   -Class L, $8,873,000, affirmed at Ba3

   -Class M, $4,437,000, affirmed at B1

   -Class N, $7,394,000, affirmed at B2

   -Class O, $2,958,000, affirmed at B3

   -Class BLVD-1, $2,369,671, affirmed at A2

   -Class BLVD-2, $2,501,000, affirmed at A3

   -Class BLVD-3, $4,502,000, affirmed at Baa1

   -Class BLVD-4, $3,549,000, affirmed at Baa2

   -Class BLVD-5, $7,960,750, affirmed at Baa3

Approximately $1.12 billion of structured securities affected.

As of the Oct. 10, 2007 distribution date, the transaction's
aggregate certificate balance has decreased by approximately 5.8%
to $1.14 billion from $1.21 billion at securitization.  The
Certificates are collateralized by 138 mortgage loans. The loans
range in size from less than 1.0% to 4.0% of the pool, with the
top 10 loans representing 31.2% of the pool.  Thirty-one loans,
representing 35.3% of the pool, have defeased and are
collateralized by U.S. Government securities.  The balance of the
pool consists of one shadow rated loan, representing 4.0% of the
pool, and a conduit component, representing 60.7% of the pool.  
One loan has been liquidated from the trust resulting in a
realized loss of approximately $1.4 million.

Two loans, representing 1.9% of the pool, are in special
servicing.  Moody's has estimated aggregate losses of
approximately $5.3 million for the specially serviced loans.  
About 18 loans, representing 8.1% of the pool, are on the master
servicer's watchlist.

Moody's was provided with full-year 2006 and partial-year 2007
operating results for 86.5% and 56.6%, respectively, of the
performing loans.  Moody's loan to value ratio for the conduit
component is 82.1%, compared to 85.5% at last review and compared
to 90.8% at securitization.  Moody's is upgrading Classes C, D,
and E due to defeasance and improved pool performance.

The shadow rated loan is the Boulevard Mall Loan ($45.1 million -
4.0%), which represents a 50.0% participation interest in a
$90.3 million first mortgage loan.  The loan is secured by a 1.2
million square foot shopping center located in Las Vegas, Nevada.
The shopping center is anchored by Sears, Dillard's and Macy's,
which are not part of the collateral, and J.C. Penney.  As of June
2007 in-line occupancy was 95.6%, compared to 93.3% in September
2006 and compared to 85.0% at securitization.  The property's
utilities and general and administrative costs have increased
since securitization.  However, this has been offset by increased
occupancy and loan amortization.  The loan is also encumbered by a
$20.9 million B Note, which is held inside the trust and is
security for Classes BLVD-1, BLVD-2, BLVD-3, BLVD-4, and BLVD-5.
Moody's current shadow rating for the senior participation
interest is A1, the same as last review and at securitization.

The top three conduit loans represent 8.5% of the outstanding pool
balance.  The largest conduit loan is the Prosperity Office Park -
Buildings B&C Loan ($34.0 million - 3.0%), which is secured by a
180,000 square foot medical office building located in Fairfax,
Virginia.  The property was built in 2000 and is located
approximately 20 miles west of Washington, D.C. As of December
2006 the property was 100.0% leased, the same as at last review
and at securitization.  The largest tenants are Commonwealth
Orthopedic & Rehab (13.7% NRA; lease expiration July 2010) and AOR
Management Co. of Virginia (13.1% NRA; lease expiration August
2011).  Moody's LTV is 85.0%, compared to 86.1% at last review and
compared to 89.6% at securitization.

The second largest conduit loan is the Charleston Commons Loan
($32.4 million - 2.9%), which is secured by a 329,000 square foot
power center located in Las Vegas, Nevada.  Major tenants include
Wal-Mart (34.5% GLA; lease expiration October 2010) and OfficeMax
(8.9% GLA; lease expiration December 2010).  As of June 2007 the
property was 99.0% leased, compared to 98.0% in September 2006 and
compared to 96.5% at securitization.  Moody's LTV is 91.1%,
compared to 92.3% at last review and compared to 92.8% at
securitization.

The third largest conduit loan is the Gateway Center Marshalls
Loan ($28.6 million - 2.6%), which is secured by the borrower's
interest (103,608 square feet is collateral) in a 387,718 square
foot power center located in Brooklyn, New York.  Major tenants
include Babies"R"Us (35.6% GLA; lease expiration October 2012) and
Marshalls (33.8% GLA; lease expiration September 2017).  Moody's
LTV is 71.6%, compared to 71.8% at last review and compared to
96.0% at securitization.


GENERAL CABLE: Earns $61.1 Million in 2007 Third Quarter
--------------------------------------------------------
General Cable Corporation recorded a net income of $61.1 million
for the third quarter of 2007, compared to $37.0 million in the
third quarter of 2006.

Net sales for the third quarter of 2007 were $1.1 billion, an
increase of $194.0 million or 20.6% compared to the third
quarter of 2006 on a metal-adjusted basis.  Without the impact
of acquisitions, revenue growth was approximately 12.1% in the
third quarter of 2007 compared to 2006.  This growth was
principally due to the continuing strength of the company's
global electrical infrastructure and electric utility
businesses, as well as favorable foreign exchange translation,
which together more than offset the impact of declining
telecommunications and residential construction demand. Revenues
from acquired businesses contributed $80.3 million in the
third quarter.

The average price per pound of copper in the third quarter was
$3.48, an increase of $0.02 from the second quarter of 2007,
and a decrease of $0.06 or 1.7% from the third quarter of
2006.  The average price per pound of aluminum in the third
quarter was $1.19, a decrease of $0.09, or 7% from the
second quarter of 2007, and equal to the third quarter of 2006.

Third quarter 2007 operating income was $92.3 million compared
to operating income of $65.8 million in the third quarter of
2006, an increase of $26.5 million or 40.3%.  Operating margin
was 8.1% in the third quarter of 2007, an increase of
approximately 110 basis points from the operating margin
percentage of 7.0% in the third quarter of 2006 on a metal-
adjusted basis.  This improvement was principally due to better
price realization in many of the company's product lines,
operating improvements in acquired businesses, cost improvements
from LEAN initiatives, and approximately $2.4 million in LIFO
gains from the liquidation of lower cost inventory, all of which
more than offset the impact of lower capacity utilization rates
for certain construction and telecommunications product lines.

Included in the earnings results for the third quarter of 2007
was approximately $0.08 per share of tax benefits resulting
from prior year tax provision true-ups.  In addition, the 2007
estimated full year effective tax rate has been reduced to 36%
as a result of the increasing relative mix of income generated
in lower tax rate countries and the impact of effective tax
planning strategies.

                          Market Update

In North America, revenues increased 9.7% in the third quarter
compared to 2006 on a metal-adjusted basis.  This top line
improvement is net of nearly a 20% drop in metal-adjusted
revenues for telecommunications products sold primarily to
telephone operating companies.  Without the impact of
telecommunications products, North American metal-adjusted
revenue grew at 16.1% in the third quarter of 2007 compared to
2006.  Operating margin has increased by 190 basis points to
8.7%. With the exception of telecommunications products, all
North American businesses reported increased revenues and
earnings during the third quarter of 2007 compared to the prior
year.  The company has continued to benefit from its exposure to
a wide range of strong end markets including electric utility,
electrical infrastructure, networking, and electronics that are
more than offsetting continued telecommunications product
declines and the impact of a weak housing market on certain
utility cable product families.  The company is examining its
telecommunications footprint in the context of various demand
scenarios.

European electric utility and electrical infrastructure markets
broadly continue to remain robust with the exception of Spanish
construction.  Operating earnings in the Company's European
business grew by 35% to $36.8 million in the third quarter of
2007 compared to the prior year.  Operating margin was 7.5% in
the third quarter, equal to the same period in 2006 on a metal
adjusted basis.  Revenues were up 35% in the quarter on a metal-
adjusted basis.  Before the impact of acquired businesses and
favorable changes in exchange rates, organic growth was 7.5%,
despite approximately a 20% decline in demand for cables used in
Spanish residential construction since the end of 2006.  The
company has initiated growth strategies in other European
markets for these low voltage products including the European
do-it-yourself markets.

"The Company's European operations are showing strong results,
particularly from businesses recently acquired.  NSW is actively
developing products for submarine power and long-haul fiber optic
communications markets and Silec's high voltage solid dielectric
underground cable systems continue to gain momentum globally.  
Both businesses are booking projects into the 2009 timeframe.  At
ECN, we are nearing completion of an important technology
transfer, which will allow ECN to manufacture the company's
trapezoidal design hardened steel core overhead transmission
cable.  This cable effectively provides about 75% more capacity
compared to a similar sized cable of a traditional design, perfect
for the congested rights of way in Europe," Gregory B. Kenny, the
company's President and Chief Executive Officer, said.

                    Completion of Acquisition

The company has completed the acquisition of PDIC from Freeport-
McMoRan Copper & Gold Inc.  "This is a transformative
transaction for General Cable and one that accelerates our
globalization plans by many years.  The developing economies
that are served by PDIC are continuing to grow much faster than
the developed world. During the planning process for the
integration of this acquisition, the management teams of both
General Cable and PDIC have been encouraged by the level of
common business philosophies and the opportunities this
transaction presents for more efficient utilization of our
combined manufacturing capacity, the ability to enter new
markets, and improvements in raw material and equipment costs,"
Mr. Kenny said.

In connection with the acquisition of PDIC, the company recently
completed an offering of $475 million of 1% Senior Convertible
Notes due 2012.  Proceeds from this offering were used to
partially fund the acquisition of PDIC.  Additionally, as part
of the funding of the acquisition of PDIC, the Company increased
the borrowing capacity of its United States revolving asset
backed loan from $300 million to $400 million, effective
Oct. 31, 2007.  This increase will provide additional liquidity
to fund future acquisitions and internal growth opportunities.

                     Management Announcements

The company disclosed several management changes effective Nov. 1,
2007, which will align the company's management structure along
geographic lines.

The company welcomes Mathias Sandoval to General Cable as
Executive Vice President and Chief Executive Officer of the
company's combined operations in Latin America, Sub-Saharan Africa
and the Middle East/Asia Pacific.

Domingo Goenaga has been promoted to Executive Vice President
and Chief Executive Officer of General Cable Europe and North
Africa and will continue in his current capacity.  

Gregory Lampert has been promoted to Executive Vice President and
Group President of the North American Electrical and
Communications Infrastructure Group.

J. Michael Andrews has been promoted to Executive Vice President
and Group President of the North American Energy Infrastructure
and Technology Group.  In addition, Mr. Macdonald will work with
the company's business and sales leaders around the globe to align
our commercial strategies and ensure that the company will present
one face to global customers across all regions and businesses.

Each of these individuals will report directly to Mr. Kenny.

"Over the last decade, the General Cable management team has
successfully grown the Company from a U.S. centric business
focused on communications and construction cables, to a truly
international company with approximately two-thirds of its
projected revenues generated outside of the United States and a
product range and geographic diversity second to none," Mr.
Kenny said.  

"I expect these leaders to be relentless in their
drive for continuous improvement; have the vision to identify
new markets and business opportunities before they become
popular; and have the strength and wisdom to profitably navigate
the Company into the future through all market conditions.  I
believe we have one of the most thoughtful and energetic
management teams in the business that we can continue to
leverage as we expand globally."

                    Preferred Stock Dividend

In accordance with the terms of the company's 5.75% Series A
Convertible Redeemable Preferred Stock, the Board of Directors
has declared a regular quarterly preferred stock dividend of
approximately $0.72 per share.  The dividend is payable on
Nov. 24, 2007, to preferred stockholders of record as of the
close of business on Oct. 31, 2007.  The company expects the
quarterly dividend payment to approximate $0.1 million

                   Fourth Quarter 2007 Outlook

Revenues for the fourth quarter without PDIC are expected to be
approximately $1.05 billion, an increase of 12% from the
fourth quarter of 2006 on a metal adjusted basis.  In addition,
PDIC will contribute approximately $220 million of revenues
for the balance of the fourth quarter.  For the fourth quarter,
the Company expects to report earnings per share of about $0.80 to
$0.85, including estimated contributions from the PDIC operations,
the related financing impact, and purchase accounting related
expenses.  "Looking forward, we are increasing our accretion
guidance for 2008 related to the acquisition of PDIC from a range
of $0.20 to $0.30 to a range of $0.40 to $0.50 due to the
continuing strength of PDIC's end markets," Mr. Kenny concluded.

                       About General Cable

Headquartered in Highland Heights, Kentucky, General Cable
Corporation (NYSE: BGC) -- http://www.generalcable.com/-- makes
aluminum, copper, and fiber-optic wire and cable products.  It
has three operating segments: industrial and specialty (wire and
cable products conduct electrical current for industrial and
commercial power and control applications); energy (cables used
for low-, medium- and high-voltage power distribution and power
transmission products); and communications (wire for low-voltage
signals for voice, data, video, and control applications).
Brand names include Carol and Brand Rex.  It also produces power
cables, automotive wire, mining cables, and custom-designed
cables for medical equipment and other products.  General Cable
has locations in China, Australia, France, Brazil, the Dominican
Republic and Spain.

                         *     *     *

As reported in the Troubled Company Reporter on Sept. 19, 2007,
Standard & Poor's Ratings Services affirmed its 'BB-' corporate
credit rating on General Cable Corp.  The outlook is stable.


GENERAL MOTORS: Posts $39 Billion Net Loss in Third Quarter
-----------------------------------------------------------
General Motors Corp. disclosed Wednesday its financial results for
the third quarter of 2007.

GM reported a net loss of $39 billion, including Allison  
Transmission, which is classified as a discontinued operation, for
the third quarter of 2007, compared with a reported net loss of
$147 million in the year-ago quarter.

Special items included a net non-cash charge of $38.6 billion due
to a valuation allowance against deferred tax assets related to
operations in the U.S., Canada and Germany as required under SFAS
No. 109, Accounting for Income Taxes.  Also included was a
favorable $3.5 billion after-tax gain on the sale of the Allison
Transmission business in August 2007, for which GM received
$5.4 billion in proceeds.  GM also had special charges of
$1.6 billion in pension service costs related to prior labor
agreements, $400 million associated with restructuring actions and
$400 million related to an adjustment to the Delphi reserve.

Excluding special items, GM had a 2007 third-quarter adjusted net
loss of $1.6 billion, compared to net income of $497 million in
the year-ago quarter.  The variance was driven primarily by a
significant decline in net income at GMAC, as well as increased
corporate expense related to legacy cost, foreign exchange and
various 2006 tax benefits, partially offset by improved
performance in automotive operations.

"We continue to implement the key elements of our North America
turnaround strategy, and these initiatives are driving steady
improvement in our financial results, despite challenging North
America market conditions.  In addition, we are very encouraged by
our performance in emerging markets.  Our record third quarter
global sales are strong evidence that our commitment to great cars
and trucks is being embraced by consumers around the globe." said
Rick Wagoner, GM chairman and chief executive officer.

The company's improved performance in its automotive operations
was more than offset by special charges of $37.4 billion related
largely to a previously announced valuation allowance against its
deferred tax assets, as well as lower reported GMAC Financial
Services income, down $630 million versus the year-ago quarter as
a result of continued pressures in the mortgage industry.

                    GM Automotive Operations

GM's global automotive operations posted net income of
$122 million from continuing operations on an adjusted basis in
the third quarter of 2007 (reported net loss of $40.6 billion), an
improvement of $577 million compared to an adjusted net loss from
continuing operations of $455 million (reported net loss of
$401 million) in the same quarter 2006.  Results for GM's
automotive operations, specifically GMNA, exclude Allison
Transmission, which was classified as a discontinued operation as
a result of the sale of that business which was concluded in
August 2007.

GM generated record third quarter automotive revenue of
$43.1 billion.  The company also achieved record global third
quarter sales of 2.39 million cars and trucks, up 4% compared to
the third quarter 2006, driven by exceptionally strong demand in
emerging markets and improved performance in developed markets.  
GM also set a number of third quarter sales records around the
globe, including a 22% increase in GMLAAM, 16% increase in the
GMAP region, and 15% gain in GME.

"We continue to see solid progress in the fundamentals of our
automotive business.  We're very pleased with our strong sales
performance in key markets outside of North America, and growing
retail momentum in the U.S. driven by products like the all-new
Cadillac CTS.  We're also very encouraged by the early reactions
to our all-new Chevrolet Malibu and 2008 Chevrolet Tahoe and GMC
Yukon two-mode hybrids - the world's only full-size hybrid SUVs,"
said Wagoner.

GMNA had an adjusted net loss from continuing operations of $247
million in the third quarter 2007 (reported net loss from
continuing operations of $38.2 billion, which includes charges of
approximately $36.5 billion for a valuation allowance against its
deferred tax assets and $1.3 billion for pension service costs
related to prior labor agreements), compared to an adjusted net
loss of $660 million from continuing operations in the third
quarter 2006 (reported net loss from continuing operations of
$667 million).  GMNA's improved adjusted earnings reflect
favorable mix, pricing and better warranty performance, which were
partially offset by lower volume and increased material cost.

GME posted an adjusted net loss of $90 million in the third
quarter (reported net loss of $2.9 billion, which includes charges
of $2.5 billion for a valuation allowance against deferred tax
assets in Germany and restructuring charges of $262 million),
compared to $39 million loss in the third quarter of 2006
(reported net loss of $126 million).  The variance in adjusted net
income reflects the softness of the German market and unfavorable
currency exchange, which was partially offset by improved pricing
and higher volume.

GME achieved record third quarter sales of about 524,000 units,
aided by continued momentum of GME's multi-brand strategy during
the period.  Chevrolet is amongst the fastest growing global
vehicle brands in Europe, posting record third quarter sales of
113,000 vehicles.  GM gained further ground in the growing Russian
market, with sales up by 75% over the same quarter 2006, to a
record 65,700 vehicles.

GMAP recorded adjusted net income of $138 million in the third
quarter (reported net income also $138 million), compared with
$57 million in the year ago period (reported net income of
$205 million, which included $148 million in favorable tax-related
items).  This favorable earnings performance was driven largely by
strong export growth from GM Daewoo, continued strong sales and
profitability in China, and improved earnings in India and
Australia.

GM achieved 16% sales growth in the Asia Pacific region, resulting
in record third quarter sales of 327,500 units.  GM China sold
230,000 vehicles, a 21% increase compared with the year ago
period.  GM sales in the region were also aided by the strong
performance of GM Daewoo products, including the Chevrolet
Captiva.

GMLAAM achieved all-time record earnings and quarterly sales in
the third quarter, posting adjusted earnings of $340 million
(reported net income also $340 million), up 86% compared with
strong earnings in the year ago period of $183 million (reported
net income also $183 million).  The earnings improvement was
driven primarily by volume growth, favorable pricing and vehicle
mix.

GMLAAM set a third quarter sales record of over 329,000 vehicles,
up almost 22% year-over-year.  All-time sales records were
achieved in Brazil, Colombia, Venezuela, Argentina and Egypt.  The
successful launch of the Chevrolet Captiva in South Africa,
Venezuela, Colombia and the Middle East helped drive strong sales
in the region.

                              GMAC

As a standalone company, GMAC Financial Services reported a net
loss of $1.6 billion for the third quarter 2007, compared to a net
loss of $173 million in the third quarter 2006.  The reported
results for the third quarter of 2007 included a $455 million
goodwill impairment charge at Residential Capital LLC, while a
goodwill impairment charge of $695 million related to GMAC
Commercial Finance was reflected in results for the third quarter
of 2006.

Results were dominated by the effects of the dislocation in the
mortgage and credit markets on the real estate finance business,
which more than offset the continued strong performance at GMAC's
automotive finance, insurance and other operations.

GM recognized $757 million of the net loss attributable to GMAC as
a result of its 49% equity interest and accrued preferred
dividends (reported net loss of $803 million).

                       Cash and Liquidity

GM continues to have a strong liquidity position.  Cash,
marketable securities, and readily-available assets of the
Voluntary Employees' Beneficiary Association trust grew to
$30 billion as of Sept. 30, 2007, up from $27.2 billion on
June 30, 2007.  The balance includes $5.4 billion of net cash
proceeds from the completion of the Allison Transmission
transaction in August 2007.

GM had negative adjusted automotive operating cash flow of
$2.5 billion in the third quarter of 2007, improved from a
negative $3.9 billion in the third quarter 2006.

                      About General Motors

Headquartered in Detroit, Michigan, General Motors Corp. (NYSE:
GM) -- http://www.gm.com/-- was founded in 1908.  GM employs
about 280,000 people around the world and manufactures cars and
trucks in 33 countries, including the United Kingdom, Germany,
France, Russia, Brazil and India.  In 2006, nearly 9.1 million GM
cars and trucks were sold globally under the following brands:
Buick, Cadillac, Chevrolet, GMC, GM Daewoo, Holden, HUMMER, Opel,
Pontiac, Saab, Saturn and Vauxhall.  GM's OnStar subsidiary is the
industry leader in vehicle safety, security and information
services.

                          *     *     *

As reported in the Troubled Company Reporter on Oct. 23, 2007,
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating and other ratings on General Motors Corp. and
removed them from CreditWatch with positive implications, where
they were placed Sept. 26, 2007, following agreement on the new
labor contract.  The outlook is stable.


GENERAL MOTORS: Moody's Affirms Ratings; Changes Outlook to Stable
------------------------------------------------------------------
Moody's Investors Service affirmed its rating for General Motors
Corporation (B3 Corporate Family Rating, Ba3 senior secured, Caa1
senior unsecured and SGL-1 Speculative Grade Liquidity rating) but
changed the outlook to Stable from Positive.  In an environment of
weakening prospects for US auto sales GM has announced that it
will take a non-cash charge of $39 billion for the third quarter
of 2007 related to establishing a valuation allowance against its
deferred tax assets (DTAs) in the US, Canada and Germany.  Moody's
ratings of GMAC LLC (Ba2 senior unsecured/Negative outlook) and of
Residential Capital LLC (Ba3 senior unsecured/Negative outlook)
are unaffected by this action.

GM's valuation allowance was established in accordance with
guidelines under the Financial Accounting Standards Board's
Statement of Financial Accounting Standards (SFAS) No. 109, and
reflects three recent negative developments that were cited by the
company.  These include GM's substantial cumulative losses in the
US, Canada and Germany for the three-year period through the third
quarter of 2007, the ongoing weakness at GMAC Financial Services
related to its Residential Capital, LLC mortgage business, and the
more challenging near-term automotive market conditions in the US
and Germany.

The establishment of the allowance is a non-cash event that does
not affect GM's $27 billion cash liquidity position, its ability
to access over $5 billion in long-term committed credit
facilities, or its new product and operating plans.  In addition,
GM's longer term operating efficiencies, cost structure and cash
generation will improve significantly by 2010 as a result of the
new UAW labor agreement; annual cash savings could exceed $4
billion.  However, the recent and continuing erosion in US market
conditions will likely result in GM's performance during 2008, and
possibly into 2009, being weaker than originally anticipated.
These more challenging market conditions include: the continued
erosion in US consumer confidence, the significant tightening of
credit markets, weakness in the US housing market, and the growing
possibility that US automotive shipments will be below 16 million
units during 2008.

This significant weakening in market conditions and the
increasingly negative impact they will have on GM's performance
into 2009 are key factors in Moody's decision to stabilize GM's
rating outlook.

In addition, GM has faced a number of challenges with respect to
accounting and financial reporting matters.  These accounting
challenges include: the need for restatements of past financials,
delayed filings of financial reports, ongoing investigations and
inquiries by the SEC and other governmental agencies, and the
determination by its auditors that as of 12/31/06 certain material
weaknesses existed in various internal control and reporting
practices.  The change in the outlook to stable also considers the
elements of variability in GM's financial statements, including
the $39 billion allowance.

During the coming year Moody's will continue to assess the degree
to which GM can successfully implement its new product strategy
and take full advantage of the cost savings available under the
new UAW agreement.  Success in these areas will be necessary in
order to contend with challenges that include: US automotive
shipments that could be below 16 million units during 2008,
continued high fuel prices, the need to generate stronger returns
in its car franchise, and rising competition in the truck and SUV
segments.  Should evidence suggest that GM is on track to generate
positive free cash flow, sustain interest coverage exceeding 1x,
and achieve EBITA margins approximating 2.5% during the 2009 time
frame, the rating outlook could be revisited.

General Motors Corporation, headquartered in Detroit, is the
world's largest automaker, based on 2006 sales.


GERDAU AMERISTEEL: Completes Offering of 126.5 Million Shares
-------------------------------------------------------------
Gerdau Ameristeel Corporation completed its offering of
126.5 million common shares, including the full exercise of the
overallotment option.  Gerdau S.A. purchased approximately
84.1 million of the common shares, including approximately
10.9 million common shares issued to Gerdau S.A. concurrently with
the closing of the overallotment option) from Gerdau Ameristeel in
the offering.

After giving effect to the offering, Gerdau S.A. owns
approximately 66.5% or 287.4 million common shares of Gerdau
Ameristeel and intends to hold these common shares for investment
purposes.

Approximately 42.4 million common shares, including approximately
5.5 million common shares issued to the underwriters pursuant to
the exercise of the overallotment option, have been purchased by
an underwriting syndicate described below for distribution to the
public.  The common shares were sold in the United States and
Canada at a price of $12.25 per share for total gross proceeds of
approximately $1.55 billion.
    
The net proceeds of the offering will be used to repay a portion
of the loans incurred by Gerdau Ameristeel for its acquisition of
Chaparral Steel Company, which closed on Sept. 14, 2007.
    
J.P. Morgan Securities Inc., CIBC World Markets, ABN AMRO
Rothschild LLC and HSBC Securities (USA) Inc. were joint book-
running managers for the public offering.  Banc of America
Securities LLC and BMO Capital Markets acted as co-managers of the
offering.
    
For more information on the offering or to obtain a copy of a
prospectus relating to the offering, contact:

     JPMorgan Securities Inc.
     National Statement Processing, Prospectus Library
     4 Chase Metrotech Center, CS Level
     Brooklyn, NY 11245
     Tel (718) 242-8002

             or

     CIBC World Markets Corp.
     Attn: USE Prospectus Department
     5th Floor, 425 Lexington Avenue  
     New York, NY 10017
     Tel (866) 895-5637 (toll free)
     Email useprospectus@us.cibc.com
    
                     About Gerdau Ameristeel
    
Headquartered in Tampa, Florida, Gerdau Ameristeel Corporation
(NYSE: GNA; TSX: GNA.TO) -- http://www.ameristeel.com/-- is a
mini-mill steel producer in North America.  Through its vertically
integrated network of 17 mini-mills, 17 scrap recycling facilities
and 52 downstream operations, Gerdau Ameristeel serves customers
throughout North America.  The company's products are sold to
steel service centers, steel fabricators, or directly to original
equipment manufactures for use in a variety of industries,
including construction, cellular and electrical transmission,
automotive, mining and equipment manufacturing.

                          *     *     *

As reported in the Troubled Company Reporter on Oct 1, 2007,
Moody's Investors Service confirmed these ratings on Gerdau
Ameristeel Corporation: (i) 'Ba1' probability of default rating;
(ii) 'Ba1' corporate family rating; and (iii) 'Ba1', LGD4 59% $405
million senior unsecured regular bond.   The outlook for all
ratings is stable.


GMAC COMMERCIAL: Fitch Keeps Junk Ratings on $10.9 Million Certs.
-----------------------------------------------------------------
Fitch Ratings has affirmed GMAC Commercial Mortgage Securities,
Inc., series 2004-C3, commercial mortgage pass-through
certificates, as:

  -- $343.7 million class A-1A at 'AAA';
  -- $28.7 million class A-2 at 'AAA';
  -- $137.9 million class A-3 at 'AAA';
  -- $266.0 million class A-4 at 'AAA';
  -- $62.7 million class A-AB at 'AAA';
  -- $138.6 million class A-5 at 'AAA';
  -- $82.9 million class A-J at 'AAA';
  -- Interest-only class X-1 at 'AAA';
  -- Interest-only class X-2 at 'AAA';
  -- $31.3 million class B at 'AA';
  -- $14.1 million class C at 'AA-';
  -- $20.3 million class D at 'A';
  -- $12.5 million class E at 'A-';
  -- $15.6 million class F at 'BBB+';
  -- $10.9 million class G at 'BBB';
  -- $20.3 million class H at 'BBB-';
  -- $3.1 million class J at 'BB+';
  -- $6.3 million class K at 'B';
  -- $4.7 million class L at 'B-'.

In addition, Fitch maintains Distressed Recovery ratings on these
classes:
  -- $4.7 million class M at 'CCC/DR1';
  -- $3.1 million class N at 'C/DR3';
  -- $3.1 million class O at 'C/DR6'.

Class A-1 has been paid in full.  The 17.2 million class P is not
rated by Fitch.

The affirmations are due to stable performance, minimal pay down
and expected losses on specially serviced loans since Fitch's last
review.  As of the October 2007 remittance report, the pool's
aggregate certificate balance has decreased 2.6% to $1.22 billion
from $1.25 billion at issuance.  Six loans (7.2%) have been
defeased, including the Hyatt Regency New Orleans (2.4%), a shadow
rated loan.  Currently five assets (4.7%) are in special
servicing.

The Nashville Portfolio (3.9%) is collateralized by four cross-
defaulted and cross-collateralized multifamily properties in
Nashville, Tennessee.  The assets transferred to the special
servicer in May 2006 due to monetary default and are currently
real estate owned.  The special servicer is working to stabilize
the properties prior to marketing them for sale.  Recent appraisal
values of the properties indicate significant losses are likely
upon liquidation.

Fitch reviewed year-end 2006 servicer operating statement analysis
reports for the two non-defeased shadow rated loans: Houston
Center (12.3%) and Union Station (4.7%).  Both loans maintain
investment grade shadow ratings based on their stable performance.

Houston Center (12.3%), the largest loan in the pool, is secured
by a mixed-use office and retail property in Houston, Texas.  The
property contains a total of 2.7 million square feet, of which
204,589 sf is retail space.  Major tenants at the property are
Lyondell Petrochemical, Enron, Shell Oil Company, Merrill Lynch
and Bank One.  The loan consists of A-1 through A-5 notes, of
which the A-1 and A-3 notes are in the trust.  The A-2, A-4 and A-
5 notes are included in the MSCI 2005-HQ5 transaction, also rated
by Fitch.  Occupancy as of March 30, 2007, has improved to 93%
from 91.1% at issuance.  Union Station (4.7%), the second largest
loan in the pool, is secured by a 383,350 sf mixed-use retail and
office property in Washington D.C.  The property also serves as
the hub for Amtrak and two commuter lines.  Occupancy as of
May 31, 2007, has increased to 98.8% from 98% at issuance.


HARBORVIEW MORTGAGE: Moody's May Lift Ba2 Rating on Cl. B-4 Certs.
------------------------------------------------------------------
Moody's took actions on Harborview Mortgage Loan Trust.

Moody's Investors Service upgraded four tranches and confirmed
three tranches that were issued by Harborview Mortgage Loan Trust
in 2004.  The collateral backing each deal placed on review
consists primarily of Alt-A first lien, adjustable rate mortgage
loans.

The actions are based on the analysis of the current credit
enhancement levels provided by subordinate classes relative to the
expected loss.

Complete rating action:

Issuer: Harborview Mortgage Loan Trust 2004-3

Review for possible upgrade:

   -- Cl. B-1, currently Aa2; upgraded to Aaa;

   -- Cl. B-2, currently A2; upgraded to Aa2;

   -- Cl. B-3, confirmed at Baa2;

   -- Cl. B-4, confirmed at Ba2.

Issuer: Harborview Mortgage Loan Trust 2004-4

Review for possible upgrade:

   -- Cl. B-1, currently Aa2; upgraded to Aa1;

   -- Cl. B-2, currently A2; upgraded to Aa3;

   -- Cl. B-3, confirmed at Baa2.


HARRAH'S ENTERTAINMENT: Earns $244.4 Million in Third Quarter
-------------------------------------------------------------
Harrah's Entertainment Inc. reported Wednesday results for its  
third quarter ended Sept. 30, 2007.

Net income was $244.4 million, up 37.9% from $177.2 million in the
2006 third quarter.  On a GAAP basis, third-quarter income from
operations was $577.2 million, compared with $441.9 million in the
year-ago quarter.  Total revenues increased 13% to $2.84 billion
from total revenues of $2.51 billion in the 2006 third quarter.

Property EBITDA rose 15.4% to $790.4 million from $684.7 million
in 2006.  Property EBITDA excludes certain non-recurring items,
including insurance proceeds arising from the 2005 hurricane
claims.

Interest expense rose to $216.1 million from $165.7 million in
2006 due to higher debt levels associated with acquisitions,
higher interest rates and a decline of $25.2 million in the
aggregate fair value of the company's interest-rate swaps.  

The effective tax rate, which includes federal and state income
taxes, for the third quarter was 38.4%, compared with 35.1% in the
year-ago period.

Income from discontinued operations, net of tax, of $23.8 million
for the 2007 third quarter compared to a loss from discontinued
operations of $1.1 million in 2006.  Income from discontinued
operations in the 2007 third quarter reflect insurance proceeds of
$22.5 million, after taxes, that are in excess of the net book
value of the impacted assets and accumulated costs and expenses
expected to be reimbursed under the company's insurance claims for
Harrah's Lake Charles and Grand Casino Gulfport, both of which
were sold in 2006.  

                    Third-quarter highlights

Harrah's Entertainment announced a $1 billion expansion and
renovation of Caesars Palace in Las Vegas that will include
construction of a 665-room hotel tower and a 263,000-square-foot
meeting and convention center, as well as enhancements to the
resort's 512-room Forum Tower.  The project will increase the room
and suite offering at Caesars Palace to 4,013 from 3,348 when
completed in 2009.

Harrah's and AEG, developer of entertainment venues such as
STAPLES Center in Los Angeles, unveiled plans for a privately
financed, 20,000-seat, state-of-the-art sports and entertainment
arena on acreage currently owned by Harrah's near the center of
the Las Vegas Strip. The arena is expected to open in 2010.

Harrah's has acquired Macau Orient Golf, an 18-hole golf course on
175 acres on Cotai directly adjacent to the Lotus Bridge, one of
two border crossings into Macau from China.  Harrah's plans
improvements that will make Macau Orient Golf one of the most
authentic links-style courses in the Pearl River Delta.

                          Balance Sheet

At Sept. 30, 2007, the company's consolidated balance sheet showed
$23.19 billion in total assets, $16.48 billion in total
liabilities, $57.4 million in minority interests, and
$6.65 million in total shareholders' equity.

Full-text copies of the company's consolidated financial
statements for the quarter ended Sept. 30, 2007, are available for
free at http://researcharchives.com/t/s?2512

                   About Harrah's Entertainment
   
Headquartered in Las Vegas, Nevada, Harrah's Entertainment
Inc. (NYSE: HET) -- http://www.harrahs.com/-- is the world's  
largest provider of branded casino entertainment.  The company
owns or manages casinos on four continents.  The company's
properties operate primarily under the Harrah's, Caesars and
Horseshoe brand names; Harrah's also owns the London Clubs
International family of casinos.

                         *     *     *

Standard & Poor's placed Harrah's Entertainment Inc.'s long term
foreign and local issuer credit ratings at "BB" in December 2006,
which still hold to date.


HOMETOWN COMMERCIAL: Fitch Holds 'B-' Rating on $737,000 Certs.
---------------------------------------------------------------
Fitch Ratings has affirmed Hometown Commercial Trust 2007-1's
commercial mortgage pass-through certificates as:

  -- $123 million class A at 'AAA';
  -- $3.3 million class B at 'AA';
  -- $4.6 million class C at 'A';
  -- $3.9 million class D at 'BBB+';
  -- $1.5 million class E at 'BBB';
  -- $1.8 million class F at 'BBB-';
  -- Interest only class X at 'AAA';
  -- $1.1 million class G at 'BB+';
  -- $553,000 class H at 'BB';
  -- $738,000 class J at 'BB-';
  -- $368,000 class K at 'B+';
  -- $554,000 class L at 'B';
  -- $737,000 class M at 'B-'.

The $3.3 million class N is not rated by Fitch.

The rating affirmations reflect the transaction's stable
performance and scheduled loan amortization since issuance.  As of
the October 2007 distribution date, the pool's aggregate
collateral balance has been reduced by 1.4% to $145.5 million from
$147.5 million at issuance.

Currently, there is one specially-serviced loan (2.1%) that is
secured by an industrial property located in McMinnville, Oregon.  
The loan is 60 days delinquent.  The loan was transferred after
the October distribution date.


INVERNESS MEDICAL: Completes Stock for Stock Deal With HemoSense
----------------------------------------------------------------
Inverness Medical Innovations Inc. completed the acquisition of
HemoSense Inc.  The transaction was structured as a stock for
stock deal, with HemoSense shareholders receiving 0.274192 shares
of Inverness common stock for each HemoSense share, or a
total of approximately 3,691,387 shares of Inverness common stock.

Inverness also agreed to assume options and warrants to issue
approximately 665,242 additional Inverness shares.

As reported in the Troubled Company Reporter on Aug. 8, 2007,
Inverness Medical and HemoSense Inc. have entered into a
definitive agreement for Inverness to acquire Hemosense in
an all stock deal.  

"We are pleased to complete the acquisition of HemoSense," Ron
Zwanziger, chairman and CEO of Inverness, commented.  As a leading
player in the rapidly growing warfarin management
monitoring market, HemoSense is an excellent fit for our newly
created Physician Diagnostics Group and our strategy to put health
management in hands of consumers.  In addition to our recent
acquisitions of Biosite, QAS and Cholestech, HemoSense provides
another important tool to help clinicians and patients diagnose
and monitor cardiovascular health."

                       About HemoSense Inc.

Headquartered in San Jose, California, HemoSense Inc. --
http://www.hemosense.com/-- is a point-of-care diagnostic   
healthcare company that initially has developed, manufactures and
commercializes easy-to-use, handheld blood coagulation systems for
monitoring patients taking warfarin.  The HemoSense INRatio(R)
system, used by healthcare professionals and patients themselves,
consists of a small monitor and disposable test strips.  It
provides accurate and convenient measurement of blood clotting
time, or PT/INR values.  Routine measurements of PT/INR are
necessary for the safe and effective management of the patient's
warfarin dosing.  INRatio is sold in the United States and
internationally.  HemoSense(R) and INRatio(R) are registered
trademarks of HemoSense, Inc.

                     About Inverness Medical

Based in Waltham, Massachusetts, Inverness Medical Innovations,
Inc. (AMEX: IMA) -- http://www.invernessmedical.com/-- develops,  
manufactures and markets in vitro diagnostic products for the
over-the-counter pregnancy and fertility/ovulation test market and
the professional rapid diagnostic test markets.

                          *     *     *

Moody's Investor Services placed Inverness Medical Innovations
Inc.'s subordinated debt ratings at 'Caa1' in June 2007.  The
ratings still hold to date with a stable outlook.


IWT TESORO: Court Approves Donlin Recano as Claims Agent
--------------------------------------------------------
The United States Bankruptcy Court for the Southern District of
New York authorized I.W.T Tesoro Corporation and its debtor-
affiliates to employ Donlin, Recano & Company Inc. as their
claims, notice, and balloting agent.

In their application, the Debtors told the Court that they have
over a thousand creditors and other potential parties-in-interest.  
The Debtors believe that the bankruptcy clerk's office is not
equipped to distribute notices, process all of the proofs of claim
filed, and assist in the balloting process for the Debtors' large
case, thus the need to hire Donlin Recano.  Specifically, Donlin
Recano is expected to:

   a. notify all potential creditors of the filing of the
      Debtors' bankruptcy petitions and of the setting of the
      first meeting of creditors, pursuant to Bankruptcy Code
      Section 341(a);

   b. maintain an official copy of the Debtors' schedules of
      assets and liabilities and statement of financial affairs
      listing the Debtors' known creditors and the amounts the
      Debtors owe;

   c. notify all potential creditors of the existence and
      amount of their respective claims, as evidenced by the
      Debtors' books and records and as set forth in their
      schedules;

   d. furnish a notice of the last day for the filing of proofs
      of claim and a form for the filing of a proof of claim,
      after the notice and the form are approved by the Court;

   e. file with the Clerk an affidavit or certificate of
      service which includes a copy of the notice, a list of
      persons to whom it was mailed (in alphabetical order),
      and the date the notice was mailed, within 10 days of
      service;

   f. docket all claims received, maintain the official cliams
      registers for each of the Debtors on behalf of the Clerk,
      and provide the Clerk with certified duplicate unofficial
      claims registers on a monthly basis, unless otherwise
      directed;

   g. specify, in the applicable claims register, these
      information for each claim docketed:

        i. the claim number assigned;

       ii. the date received;

      iii. the name and address of the claimant and agent, if
           applicable, who filed the claim;

       iv. the filed amount of the claim, if liquidated; and

        v. the classification of the claim according to the
           proof of claim;

   h. relocate, by messenger, all of the actual proofs of claim
      filed to Donlin Recano, not less than weekly;

   i. record all transfers of claims and provide any notices of
      the transfers required by Bankruptcy Rule 3001;

   j. make changes in the claims register pursuant to Court
      Order;

   k. upon completion of the docketing process for all claims
      received to date by the Clerk's Office, turn over to the
      Clerk copies of the claims registers for the Clerk's
      review;

   l. maintain the claims register for public examination
      without charge during regular business hours;

   m. maintain the official mailing list for each Debtor of all
      entities that have filed a proof of claim, which list   
      will be available upon request by a party-in-interest or
      the Clerk;

   n. assist with, among other things, solicitation,
      calculation, and tabulation of votes and distribution, as
      required in furtherance of confirmation of the plan;

   o. provide and maintain a Web site where parties can view
      claims filed, status of claims, and pleadings or other
      documents filed with the Court by the Debtors;

   p. in 30 days prior to the close of the cases, an order
      dismissing Donlin Recano would be submitted terminating
      its services upon completion of its duties and
      responsibilities and upon the closing of the case; and

   q. at the close of the case, box and transport all original
      documents in proper format, as provided by the Clerk's
      office, to the Federal Records Center.

In addition, the Debtors may utilize other services of Donlin
Recano like disbursing and related administrative services upon
request.

Donlin Recano's schedule of services and their specific fees are:

     Type of Service                   Hourly Rate
     ---------------                   -----------
     Date Input

          Clerical                        $35
          Admin. Proj. Specialist         $65

     Consulting

          Bankruptcy Consultant        $130 - $195
          IT Programming Consultant    $115 - $135
          Attorneys/Sr. Consultant     $200 - $250

The Debtors paid Donlin Recano a $5,000 retainer.  

The Debtors assured the Court that Donlin Recano neither holds
nor represents any interest adverse to the Debtors' respective
estates.

The firm can be reached at:

      Donlin Recano & Company, Inc.
      419 Park Avenue South
      New York, NY 10016
      Tel: (212) 481-1411
      Fax: (212) 481-1416
      http://www.donlinrecano.com/

                       About I.W.T. Tesoro

I.W.T. Tesoro Corporation, fka Ponca Acquisition Company, --
http://www.iwttesoro.com/-- is headquartered in New York City.
The company and its subsidiaries distribute building materials,
specifically hard floor and wall coverings.  They are
wholesalers and do not sell directly to any end user.  Their
products consist of ceramic, porcelain and natural stone floor,
wall and decorative tile.  They import a majority of these
products from suppliers and manufacturers in Europe, South
America (Brazil), and the Near and Far East.  Their markets
include the United States and Canada.  They also offer private
label programs for branded retail sales customers, buying
groups, large homebuilders and home center store chains.

The Debtor and its debtor-affiliates, International Wholesale
Tile, Inc. and American Gres, Inc., filed for Chapter 11
bankruptcy protection on Sept. 6, 2007 (Bankr. S.D. NY Lead Case
No. 07-12841).  John K. Sherwood, Esq., at Lowenstein Sandler
P.C., represents the Official Committee of Unsecured Creditors.  
As of June 30, 2007, the Debtors had total assets of $39,798,579
and total debts of $47,940,983.


IWT TESORO: Brings In Rader & Coleman as Special Counsel
--------------------------------------------------------
I.W.T. Tesoro Corporation and its debtor-affiliates obtained
authority from the U.S. Bankruptcy Court for the Southern District
of New York to employ Rader & Coleman, P.L. as their special
counsel.

Rader & Coleman is expected to perform legal services including:

   a. the supervision and assistance with the preparation of
      all SEC filings;

   b. communication with the SEC on behalf of the Debtors;

   c. working with the Debtors' auditors and financial
      management to prepare all necessary books and records as
      well as certain required filings;

   d. aiding the Debtors' counsel, to the extent necessary,
      with any negotiations involving the secured lenders and
      consult with the Debtors and their counsel with respect
      to any corporate governance or structure issues which may
      arise.  

In the event that the Debtors go forward with a particular
reorganization transaction, Rader & Coleman will assist in
strategy, structure and documentation required for such a
transaction.

The Debtors propose to pay Rader & Coleman its customary hourly
rates that ranges from $275 to $350 per hour for attorneys
and $120 per hour for paraprofessionals.  Gayle Coleman, Esq.
will continue to be primarily responsible for the legal needs of
the Debtors, and will charge the Debtors $275 per hour.
                                                                     
The Debtors disclosed that Rader & Coleman has represented the
Debtors since June 2002 and was counsel to Debtor, IWT Tesoro
Corporation when it acquired International Wholesale Tile Inc.   

The Debtors believe that the retention of Rader & Coleman is
essential to the efficient and successful administration of
their Chapter 11 cases and that it is in the best interests of
the creditors that Rader & Coleman continue to represent the
Debtors.

The firm can be reached at:

      Gayle Coleman, Esq.
      Rader & Coleman, P.L.
      2101 Northwest Boca Raton Boulevard, Suite 1
      Boca Raton, Florida 33431
      Tel: (561) 368-0545
      Fax: (561) 367-1725
      http://www.raderandcoleman.com/

                       About I.W.T. Tesoro

I.W.T. Tesoro Corporation, fka Ponca Acquisition Company, --
http://www.iwttesoro.com/-- is headquartered in New York City.
The company and its subsidiaries distribute building materials,
specifically hard floor and wall coverings.  They are
wholesalers and do not sell directly to any end user.  Their
products consist of ceramic, porcelain and natural stone floor,
wall and decorative tile.  They import a majority of these
products from suppliers and manufacturers in Europe, South
America (Brazil), and the Near and Far East.  Their markets
include the United States and Canada.  They also offer private
label programs for branded retail sales customers, buying
groups, large homebuilders and home center store chains.

The Debtor and its debtor-affiliates, International Wholesale
Tile, Inc. and American Gres, Inc., filed for Chapter 11
bankruptcy protection on Sept. 6, 2007 (Bankr. S.D. NY Lead Case
No. 07-12841).  John K. Sherwood, Esq., at Lowenstein Sandler
P.C., represents the Official Committee of Unsecured Creditors.  
As of June 30, 2007, the Debtors had total assets of $39,798,579
and total debts of $47,940,983.


IWT TESORO: Hires Rattet Pasternak as Bankruptcy Counsel
--------------------------------------------------------
I.W.T. Tesoro Corporation and its debtor-affiliates obtained
authority from the U.S. Bankruptcy Court for the Southern District
of New York to hire Rattet, Pasternak & Gordon-Oliver, L.L.P. as
their bankruptcy counsel.

Rattet Pasternak is expected to:

   a. advice the Debtors with respect to their powers and
      duties as debtors-in-possession and the continued
      management of their property and affairs;

   b. negotiate with creditors of the Debtors and work out a
      plan of reorganization and take the necessary legal steps
      in order to effectuate a plan including negotiations with
      the creditors and other parties in interest;

   c. prepare the necessary answers, orders, reports and other
      legal papers required of a Debtor who seeks protection
      under Chapter 11;

   d. appear before the Court to protect the interest of the
      Debtors and to represent the Debtors in all matters
      pending before the Court;

   e. attend meetings and negotiate with representatives of
      creditors and other parties in interest;

   f. advise the Debtors in connection with any potential
      refinancing of secured debt and any potential sale of the
      business;

   g. represent the Debtors in connection with obtaining post-
      petition financing;

   h. take any necessary action to obtain approval of a
      disclosure statement and confirmation of a plan of
      reorganization;

   i. perform all other legal services for the Debtors which    
      may  be necessary for the preservation of the Debtors'
      estate and to promote the best interests of the Debtors,
      their creditors and its estate.

The Debtors will pay Rattet Pasternak on an hourly basis
according to these rates:

      Designation              Hourly Rate
      -----------              -----------
      Partners                 $415 - $550
      Counsel                     $140
      Associates               $250 - $385
      Paraprofessionals           $120

To the best of the Debtors' knowledge, the firm is a
disinterested person and does not hold or represent any interest
adverse to the Debtors' estates.

The firm can be reached at:

      Rattet, Pasternak & Gordon-Oliver, L.L.P.
      550 Mamaroneck Avenue
      Harrison, NY 10528
      Tel: (914) 381-7400
      Fax: (914) 381-7406

                       About I.W.T. Tesoro

I.W.T. Tesoro Corporation, fka Ponca Acquisition Company, --
http://www.iwttesoro.com/-- is headquartered in New York City.
The company and its subsidiaries distribute building materials,
specifically hard floor and wall coverings.  They are
wholesalers and do not sell directly to any end user.  Their
products consist of ceramic, porcelain and natural stone floor,
wall and decorative tile.  They import a majority of these
products from suppliers and manufacturers in Europe, South
America (Brazil), and the Near and Far East.  Their markets
include the United States and Canada.  They also offer private
label programs for branded retail sales customers, buying
groups, large homebuilders and home center store chains.

The Debtor and its debtor-affiliates, International Wholesale
Tile, Inc. and American Gres, Inc., filed for Chapter 11
bankruptcy protection on Sept. 6, 2007 (Bankr. S.D. NY Lead Case
No. 07-12841).  John K. Sherwood, Esq., at Lowenstein Sandler
P.C., represents the Official Committee of Unsecured Creditors.  
As of June 30, 2007, the Debtors had total assets of $39,798,579
and total debts of $47,940,983.


JOHN B SANFILIPPO: Posts $3.5 Mil. Net Loss in FY 2008 1st Quarter
------------------------------------------------------------------
John B. Sanfilippo & Son Inc. disclosed Monday operating results
for its first quarter of fiscal 2008.  

Net loss for the current quarter was approximately $3.5 million,  
compared to a net loss of approximately $4.8 million for the first
quarter of fiscal 2007.

First quarter net sales declined by approximately $1.0 million, or
0.7%, to approximately $132.8 million in the current quarter from
net sales of approximately $133.8 million for the first quarter of
fiscal 2007.  Total pounds shipped to customers in the current
quarter decreased by 6.3% in comparison to total pounds shipped to
customers in the first quarter of fiscal 2007.  The decline in net
sales and pounds shipped to customers resulted from significant
declines in the industrial and export distribution channels
primarily due to decreased almond and walnut sales.

The gross profit margin, as a percentage of net sales, increased
from 4.3% for the first quarter of fiscal 2007 to 8.8% for the
current quarter, and gross profit increased by $5.9 million.  The
improvement in gross profit margin came from significant increases
in gross profit margins for sales of almonds, macadamia nuts,
mixed nuts, walnuts and cashews.

Total operating expenses for the current quarter increased to 9.7%
of net sales from 8.7% for the first quarter of fiscal 2007
primarily because the operating expenses for the first quarter of
fiscal 2007 benefited from the gain related to real estate sales.
Separately, total selling and administrative expenses for the
current quarter decreased from 11.0% of net sales in last year's
first quarter to 9.7% of net sales.

Interest expense increased to $2.7 million for the first quarter
of fiscal 2008 from $1.7 million for the first quarter of fiscal
2007 as a result of higher short term debt levels, higher interest
rates for the short-term and long-term debt facilities and
$600,000 million of interest capitalized during the first quarter
of fiscal 2007.

The income tax benefit of $450,000 for the first quarter of fiscal
2008 is only 11.3% of the pre-tax loss.  The available tax benefit
was limited to the net deferred tax liability that existed at the
beginning of the quarter.  The company will reflect additional tax
benefits to offset tax expense if income is realized in the
future.

"Our gross profit margins improved as a result of our various
profitability enhancement efforts, which resulted in improved
alignment of our commodity costs with our prices," stated Jeffery
Sanfilippo, chief executive officer.  "This especially has been
the case with almonds, which resulted from our discontinuance of
our almond handling operation.  Our next step is to reduce low
volume items that also contribute to manufacturing inefficiencies
and to eliminate many of the remaining unprofitable items for
which we cannot get price increases.  Though we expect this to
result in a decline in sales, we anticipate that it should lead to
further improvement in our gross profit margin," Mr. Sanfilippo
noted.

"The equipment move from the existing Chicago area facilities is
nearing completion with five major lines remaining to be moved.
During the first quarter, we moved and started up seventeen
production lines, which resulted in a considerable amount of
inefficiency in the new facility's operations in addition to
training costs for new production employees.  We expect to incur
additional inefficiency and training costs in the second quarter,
but not to the extent that these costs were incurred in the first
quarter," Mr. Sanfilippo stated.  "We have also taken a
significant step in stabilizing our credit facilities when we
signed a commitment letter for a new revolving credit facility and
applied for a mortgage from a new long-term lender.  If  
consummated, these new asset based credit facilities are expected
to have minimal and attainable financial covenants, which should
provide our company with increased flexibility to accomplish our
objectives and improve financial performance," Mr. Sanfilippo
concluded.

At Sept. 27, 2007, the company's consolidated balance sheet showed
$368.9 million in total assets, $209.3 million in total
liabilities, and $159.6 million in total shareholders' equity.

Full-text copies of the company's consolidated financial
statements for the quarter ended Sept. 27, 2007, are available for
free at http://researcharchives.com/t/s?250e

                       Going Concern Doubt

PricewaterhouseCoopers LLP expressed substantial doubt about John
B. Sanfilipp & Son Inc.'s ability to continue as a going concern
after auditing the company's consolidated financial statements for
the years ended June 28, 2007 and June 29, 2006.  The auditing
firm reported that the company has incurred significant losses
from operations in 2007 and 2006 and was in non-compliance with
requirements of loan covenants during certain quarters in the
fiscal year ended 2007.

          Non-Compliance with Loan Covenant Requirements

The company was not in compliance with the working capital
covenant in its Bank Credit Facility and Note Agreement at the end
of each month in the first quarter of fiscal 2008.  In addition,
the company was not in compliance with the EBITDA covenant in the
company's Note Agreement as of the end of the first quarter of
fiscal 2008.  The company received waivers from both lenders for
all of the non-compliances with these covenants during the
quarter.

                    About John B. Sanfilippo

Headquartered in Elgin, Illinois, John B. Sanfilippo & Son Inc.
(Nasdaq: JBSS) -- http://www.fishernuts.com/-- is a processor,  
packager, marketer and distributor of shelled and in-shell nuts
and extruded snacks that are sold under a variety of private
labels and under the company's Fisher(R), Evon's(R), Snack 'N
Serve Nut Bowl(TM), Sunshine Country(R), Flavor Tree(R) and Texas
Pride(TM) brand names.  The company also markets and distributes a
diverse product line of other food and snack items.


JP MORGAN: Fitch Holds 'BB-' Rating on $4 Mil. Class H Certs.
-------------------------------------------------------------
Fitch Ratings has affirmed J.P. Morgan Commercial Mortgage Finance
Corp.'s mortgage pass-through certificates, series 1999-C7, as:

  -- $167.6 million class A-2 at 'AAA';
  -- Interest-only class X at 'AAA';
  -- $40.1 million class B at 'AAA';
  -- $40.1 million class C at 'AAA'.
  -- $52.1 million class D at 'AAA';
  -- $12.0 million class E at 'AAA';
  -- $38.1 million class F at 'A';
  -- $26.0 million class G at 'BB';
  -- $4.0 million class H at 'BB-'.

The $23.4 million class NR certificates are not rated by Fitch.  
Class A-1 has been paid in full.

Although the transaction has had significant pay down since
issuance, the refinance risk associated with up-coming anticipated
repayment dates warrant affirmations.

In total, three loans (14.4%) including the largest loan in the
pool have defeased.  As of the October 2007 distribution date, the
pool's aggregate principal balance has been reduced 49.7% to
$403.4 million from $801.4 million at issuance.

One asset has been in special servicing since 2003 and real
estate-owned since 2004.  The property is secured by two office
buildings in Ridgeland, MS, a Jackson-area suburb.  The October
2007 servicer-provided combined occupancy is 40% and the property
is listed for sale.

Fifty-five (74%) of the remaining 82 loans in the transaction have
a 2008 ARD.


JUPITER HIGH: Moody's May Pare Ba3 Rating on $10MM Class C Notes
----------------------------------------------------------------
Moody's Investors Service placed these notes issued by Jupiter
High Grade CDO VII, Ltd. on review for possible downgrade:

Class Description: $150,000,000 Class A-2 Floating Rate Notes due
November 2047

   -- Prior Rating: Aaa

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

Class Description: $150,000,000 Class A-3 Floating Rate Notes due
November 2047

   -- Prior Rating: Aaa

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

Class Description: $80,000,000 Class A-4 Floating Rate Notes due
November 2047

   -- Prior Rating: Aaa

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

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

Class Description: $20,000,000 Class A-5 Floating Rate Notes due
November 2047

   -- Prior Rating: Aa2

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

Class Description: $20,000,000 Class B Deferrable Floating Rate
Notes due November 2047

   -- Prior Rating: A2

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

Class Description: $10,000,000 Class C Deferrable Floating Rate
Notes due November 2047

   -- Prior Rating: A3

   -- 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.


KELLWOOD CO: S&P Retains Ratings Under Negative CreditWatch
-----------------------------------------------------------
Standard & Poor's Ratings Services said that its ratings on
women's apparel designer and marketer Kellwood Co. would remain on
CreditWatch, where they were placed with negative implications on
Sept. 19, 2007.  This follows Kellwood's announcement that it will
sell its Smart Shirts manufacturing operations and related real
estate assets in two separate transactions.  Kellwood expects to
use net proceeds to pay down debt and repurchase shares.
     
"The divestiture of this division will eliminate capital intensive
manufacturing operations and allow the company to focus on its
branded businesses, which are higher margined," said Standard &
Poor's credit analyst Susan Ding.  Kellwood's Smart Shirts
division has been experiencing softness over the past several
years.  The company expects that with this divestiture,
profitability should improve.  This transaction would also reduce
the company's concentration in private label business to 12% of
overall revenues, from 28% with the Smart Shirts business.
     
The initial CreditWatch listing followed Kellwood's receipt of an
unsolicited bid from Sun Capital Securities Group LLC to buy the
company.  Ratings were subsequently lowered on Oct. 17, 2007,
reflecting weak underlying business trends and the tougher
operating environment at retail, as well as weakening credit
protection measures.  Although Kellwood subsequently rejected Sun
Capital's bid, the ratings remain on CreditWatch.
     
"We will continue to monitor related events as they arise over the
near term, including any revised offers or counteroffers," said
Ms. Ding.  "When we can determine that Kellwood is no longer
actively involved in a sale process, we will review future
financial policies and operating strategies with
management."
     
In the event that there are no further changes to current
financial policy and that operating performance does not weaken
further, Standard & Poor's would likely affirm the ratings at the
current levels.


KEY ENERGY: Mulls Private Offer of $400 Million Senior Notes
------------------------------------------------------------
Key Energy Services Inc. plans to offer up to $400 million of
Senior Notes due 2017 through a private placement, subject to
market conditions.

Certain of the company's domestic subsidiaries will fully and
unconditionally guarantee the notes.  The company intends to use
the net proceeds of the proposed offering to retire its
outstanding $393 million Tranche C Term Loans under its existing
senior secured credit facility, and, upon the completion of the
offering, would terminate its existing commitment relating to its
term loan facility.

The company plans to offer and issue the notes only to qualified
institutional buyers pursuant to Rule 144A under the Securities
Act and to persons outside the United States pursuant to
Regulation S.

Headquartered in Houston, Texas, Key Energy Services Inc.
(NYSE:KEG) -- http://www.keyenergy.com/-- is an onshore, rig-
based well servicing contractor in the United States.  The company
provides a range of well services to oil companies and independent
oil and natural gas production companies, including rig-based well
maintenance, workover, well completion and recompletion services,
oilfield transportation services, cased-hole electric wireline
services and ancillary oilfield services, fishing and rental
services and pressure pumping services.

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 7, 2007,
Moody's Investors Services assigned Key Energy Services a
corporate family rating of Ba3.  Simultaneously, per Moody's Loss
Given Default Methodology, KEG was assigned a Ba3 probability of
default rating and KEG's new $400 million of senior unsecured
notes were assigned a B1 (LGD 5; 71%) rating. Moody's also
assigned KEG a speculative grade liquidity rating of SGL-2.  The
outlook is stable.  KEG's previous ratings were withdrawn on
Nov. 17, 2005.


KNOLLWOOD CDO: Moody's Junks Rating on $16.1 Million Class E Notes
------------------------------------------------------------------
Moody's Investors Service placed these notes issued by Knollwood
CDO II Ltd. on review for possible downgrade:

Class Description: $534,400,000 Class A-1VF First Priority Senior
Secured Floating Rate Notes Due 2046

   -- Prior Rating: Aaa

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

Class Description: $55,400,000 Class A-2S Second Priority Senior
Secured Floating Rate Notes Due 2046

   -- Prior Rating: Aaa

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

Class Description: $75,600,000 Class A-2J Third Priority Senior
Secured Floating Rate Notes Due 2046

   -- Prior Rating: Aaa

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

Class Description: $51,400,000 Class B Fourth Priority Senior
Secured Floating Rate Notes Due 2046

   -- Prior Rating: Aa2

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

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

Class Description: $39,600,000 Class C Fifth Priority Senior
Secured Deferrable Floating Rate Notes Due 2046

   -- Prior Rating: A2

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

Class Description: $23,800,000 Class D Sixth Priority Mezzanine
Secured Deferrable Floating Rate Notes Due 2046

   -- Prior Rating: Baa2

   -- Current Rating: B1, on review for possible downgrade

Class Description: $16,100,000 Class E Seventh Priority Mezzanine
Secured Deferrable Floating Rate Notes Due 2046

   -- Prior Rating: Ba1

   -- Current Rating: Caa3, 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.


LANCER FUNDING: Moody's Junks Ratings on Two Floating Rate Notes
----------------------------------------------------------------
Moody's Investors Service placed these notes issued by Lancer
Funding II, Ltd. on review for possible downgrade:

Class Description: $39,000,000 Class X Senior Secured Fixed Rate
Notes Due 2013

   -- Prior Rating: Aaa

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

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

Class Description: $600,000,000 Class A1S Variable Funding Senior
Secured Floating Rate Notes Due 2047

   -- Prior Rating: Aaa

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

Class Description: $275,000,000 Class A1J Senior Secured Floating
Rate Notes Due 2047

   -- Prior Rating: Aaa

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

Class Description: $38,000,000 Class A2 Senior Secured Floating
Rate Notes Due 2047

   -- Prior Rating: Aa2

   -- Current Rating: B3, on review for possible downgrade

Moody's also downgraded these notes:

Class Description: $42,000,000 Class A3 Secured Deferrable
Interest Floating Rate Notes Due 2047

   -- Prior Rating: A2

   -- Current Rating: Ca

Class Description: $27,000,000 Class B Mezzanine Secured
Deferrable Interest Floating Rate Notes Due 2047

   -- 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.


LASALLE COMM'L: Moody's Junks Rating on Class M 2005-MF1 Certs.
---------------------------------------------------------------
Moody's Investors Service downgraded one class affirmed the
ratings of 12 classes of LaSalle Commercial Mortgage Securities,
Inc., Commercial Mortgage Pass-Through Certificates, Series 2005-
MF1 as:

   -Class A, $292,713,133, affirmed at Aaa

   -Class X, Notional, affirmed at Aaa

   -Class B, $7,263,000, affirmed at Aa2

   -Class C, $10,168,000, affirmed at A2

   -Class D, $6,779,000, affirmed at Baa1

   -Class E, $2,905,000, affirmed at Baa2

   -Class F, $2,905,000, affirmed at Baa3

   -Class G, $4,842,000, affirmed at Ba1

   -Class H, $1,936,000, affirmed at Ba2

   -Class J, $1,937,000, affirmed at Ba3

   -Class K, $968,000, affirmed at B1

   -Class L, $1,937,000, affirmed at B2

   -Class M, $969,000, downgraded to Caa1 from B3

As of the Oct. 20, 2007 distribution date, the transaction's
aggregate certificate balance has decreased by approximately 12.1%
to $340.6 million from $387.3 million at securitization.  The
Certificates are collateralized by 306 mortgage loans ranging in
size from less than 1.0% to 1.1% of the pool, with the top 10
loans representing 9.6% of the pool. No loans have defeased.  One
loan has been liquidated from the trust resulting in a realized
loss of approximately $525,000.  Eight loans, representing 1.8% of
the pool, are in special servicing.  Moody's is estimating
$1.4 million of losses from all of the specially serviced loans.
One hundred and four loans, representing 32.9% of the pool, are on
the master servicer's watchlist.

Moody's was provided with full-year 2006 operating results for
approximately 91.0% of the pool.  Moody's loan to value ratio is
93.7%, compared to 92.0% at Moody's last full review in November
2006 and compared to 93.0% at securitization.  Moody's is
downgrading Class M due to actual and projected losses from the
specially serviced loans.  Moody's will continue to monitor this
transaction closely.


LEVITZ FURNITURE: Files for Chapter 11 Protection in New York
-------------------------------------------------------------
Levitz Furniture has filed a voluntary petition for reorganization
under Chapter 11 of the U.S. Bankruptcy Code in the Southern
District of New York.

The filing became necessary as a result of insufficient liquidity
to support the company's current operations.  The filing is part
of the company's strategic effort to evaluate its options,
including a sale or identifying new financial investment.  The
company has obtained the consent of its lenders to use funds to
continue to operate its business.

The company has filed a variety of "first day motions" for
approval from the Court to support its employees, vendors,
customers and other stakeholders.  The filings request, among
other things, approval to continue fulfilling existing customer
orders, honoring customer deposits, and maintaining payroll and
employee benefits.  The company has also sought approval to pay
for goods and services "post-petition."

"We are hopeful this filing will enable the business to emerge
stronger and better positioned for long-term success," said Larry
Zigerelli, chairman and CEO of Levitz Furniture.  "We have an
exceptional group of people at Levitz who have made great strides
to improve our business during a challenging period for our entire
industry."

                     About Levitz Furniture

Headquartered in New York City, Levitz Furniture fka Levitz Home
Furnishings is a specialty retailer of furniture, bedding and home
furnishings in the United States with 76 locations in major
metropolitan areas, principally in the Northeast and on the West
Coast of the United States.  Levitz Home Furnishings filed for
Chapter 11 bankruptcy in 2005, and sold its assets in December of
that year to investment firm Prentice Capital Management and Pride
Capital, the parent of liquidator Great American Group.  The new
owners closed about 30 Levitz stores.  The creation of Levitz Home
Furnishings in 2001 allowed Levitz Furniture Incorporated to
emerge from a trip through Chapter 11 bankruptcy (originally filed
in 1997).


LEXICON UNITED: Sept. 30 Balance Sheet Upside-Down by $1.1 Million
------------------------------------------------------------------
Lexicon United Incorporated Inc.'s balance sheet at Sept. 30,
2007, showed $3.1 million in total assets and $4.2 million in
total liabilities, resulting in a $1.1 million total shareholders'
deficit.

The company's consolidated balance sheet at Sept. 30, 2007, also
showed strained liquidity with $913,939 in total current assets
available to pay $3.8 million in total current liabilities.

The company reported a net loss of $174,683 on revenue of $785,090
for the three months ended Sept. 30, 2007, compared with a net
loss of $127,492 on revenue of $687,668 in the same period in
2006.

Full-text copies of the company's consolidated financial
statements for the quarter ended Sept. 30, 2007, is available for
free at http://researcharchives.com/t/s?251a

                       Going Concern Doubt

Meyler & Company LLC in Middletown, New Jersey, expressed
substantial doubt about Lexicon United's ability to continue
as a going concern after auditing the company's financial
statements for the years ended Dec. 31, 2006 and 2005.  The
auditing firm pointed to the company's net losses of
$1,264,576 and $463,902 for the years ended Dec. 31, 2006, and
2005, respectively.  The company has an accumulated deficit
of $1,890,063 and negative working capital of $1,882,949 at
Dec. 31, 2006.

                      About Lexicon United

Lexicon United Incorporated, through its subsidiary, ATN
Capital E Participacoes Ltda, is engaged in the business of
managing and servicing accounts receivables for large
financial institutions in Brazil.  ATN derives its revenues
primarily from collection of distressed debt by entering into non
binding agreements with financial institutions to collect their
debt.


LONG BEACH: Moody's Junks Ratings on Three Certificate Classes
--------------------------------------------------------------
Moody's Investors Service has downgraded ratings of nine and five
tranches issued by Long Beach Mortgage Loan Trust in 2003 and 2004
respectively.  The collateral backing each deal placed on review
consists primarily of first-lien, subprime fixed and adjustable
rate mortgage loans.

The actions are based on the analysis of the current credit
enhancement levels provided by excess spread,
overcollateralization, and subordinate classes relative to
expected losses.

Complete rating actions are:

Issuer: Long Beach Mortgage Loan Trust 2003-2

   -- Cl. M-4, downgraded from Baa1 to Ba1;

   -- Cl. M-5, downgraded from Baa3 to B3;

Issuer: Long Beach Mortgage Loan Trust 2003-3

   -- Cl. M-3, downgraded from Baa2 to B3;

   -- Cl. M-4, downgraded from Ba3 to Caa2;

Issuer: Long Beach Mortgage Loan Trust 2003-4

   -- Cl. M-4A, downgraded from Baa1 to Baa3;

   -- Cl. M-4F, downgraded from Baa1 to Baa3;

   -- Cl. M-5A, downgraded from Baa2 to Ba3;

   -- Cl. M-5F, downgraded from Baa2 to Ba3;

   -- Cl. M-6, downgraded from Ba2 to Caa2;

Issuer: Long Beach Mortgage Loan Trust 2004-1

   -- Cl. M-9, downgraded from Baa3 to Ba2;

   -- Cl. B, downgraded from Ba2 to B3;

Issuer: Long Beach Mortgage Loan Trust 2004-2

   -- Cl. M-6, downgraded from Baa2 to Baa3;

   -- Cl. M-7, downgraded from Baa3 to B2;

   -- Cl. B, downgraded from Ba1 to Caa1.


MARSICO PARENT: Moody's Assigns B2 Corporate Family Rating
----------------------------------------------------------
Moody's Investors Service assigned a B2 corporate family rating  
to Marsico Parent Company LLC,  the parent of Marsico Capital
Management, LLC and Marsico Fund Advisors LLC.  Marsico is being
acquired in a management buyout from Bank of America for
$2.6 billion.  As part of the financing for the transaction,
Moody's has also assigned these long-term debt ratings:

   -- Ba3 to $1.225 billion of senior secured bank facilities with
      Marsico Parent as the borrower (consisting of a 7-year,
      $1.2 billion term loan, and a 6-year, $25 million revolver);

   -- B3 to $600 million of 8-year, senior subordinated notes,
      also with Marsico Parent as the borrower;

   -- Caa1 to $400 million of 8.5-year, senior notes with Marsico
      Parent Holdco, LLC (Parent Holdco) as the borrower.  The
      outlook on the ratings is stable.

Moody's stated that the total debt issued in conjunction with the
financing would be $2.55 billion (including $350 million in non-
rated, payment-in-kind (PIK) notes and preferred issued from
affiliated entities above Marsico Parent and Parent Holdco, and
which are subordinated to the rated debt).  The company's EBITDA
for the last twelve month period ending Sept. 30, 2007 was
approximately $276 million, which results in a pro forma,
consolidated total debt / EBITDA of 9.2x.  This very high level of
financial leverage is a major driver of the ratings.

The rating agency added that Marsico's ratings are supported by
the firm's market position as a leading equity subadvisor to over
a dozen major brokerage firms and other investment advisors that
sell growth style funds.  The Columbia Marsico funds, which are
distributed through Bank of America, represent about 26% of total
assets under management (AUM).  This relationship, and the
company's other major distribution relationships, are expected to
substantially continue under pre-existing terms following the
transaction.  Marsico also serves retail investors with mutual
funds and wrap accounts, and serves institutional investors with
separately managed accounts.

Moody's Vice President/Senior Credit Officer Matthew Noll
commented, "Marsico exhibits truly robust earnings capacity given
its over $100 billion in AUM and its 73 person employee base."  
Furthermore, the company must maintain EBITDA margins of at least
65% as part of an agreement with note holders, which provides a
floor on cash flow available to service debt.  Mr. Noll added,
"However, given the high leverage level, the firm's dependency on
just a handful of investment strategies and portfolio managers,
and its relatively concentrated investment styles, a single-B
rating level is most appropriate."  The rating agency added that
while Marsico's total debt service expense is very high in
relation to EBITDA, the PIK subordinated notes permit the firm to
allocate more cash to paying down the senior secured debt.

Moody's added that Marsico's asset retention is consistent with
low to mid-investment grade quality, but the firm scores low on
diversification due to its lower profile, direct-sale mutual fund
presence and its emphasis on the crowded market for growth
investment styles.  Furthermore, Moody's stated that as a firm
where the majority (about 70%) of AUM is managed by the firm's
founder, CEO, and CIO, Tom Marsico, the level of key-man risk at
the firm is very high, which further constrains the corporate
family rating.

According to the rating agency, broadening the allocation of the
AUM across more portfolio managers, improving diversification by
customer and product type to 50% (from the 20-30% current range),
de-leveraging to under 5x total debt / EBITDA, and continuing to
grow market share would lead to upward rating pressure.
Conversely, Marsico would see downward rating pressure if its fund
redemptions were to accelerate, its market share in the firm's
core US and European markets were to erode to below 0.8% (from
about 1% currently), or if total debt / EBITDA, fails to meet
Moody's under 8x target by the end of 2008.

Marsico Parent Company LLC is the parent entity of Denver based
Marsico Capital Management LLC, an investment management firm
focused on offering growth style funds.  The company serves
institutional and retail investors mostly domestically.  The
company held $104 billion in AUM at Sept. 30, 2007 and recorded
net income of $171 million for the nine month period ending
Sept. 30, 2007.


MATRIX INT'L: May Default on $1.25 Mil. Deal w/ Cayman Government
-----------------------------------------------------------------
Matrix International may possibly default on its payment to the
government of Cayman Islands, since it defaulted on its payment to
various subcontractors and vendors, Cayman Net News reveals.

The Cayman Islands government had awarded Matrix in March 2007 a
$1.25 million contract to buy and relocate scrap metal at the
government's landfill amounting to more than $7 million, as
estimated by an expert, the report says.

Deputy Director of the Department of Environmental Health Sean
McGinn on Monday refused to give details on the issue and said to
wait for the Ministry's comments, the report adds.  Minister Arden
McLean who administers the contract also refused to answer
queries, Cayman Net News relates.

Matrix International Inc. is a Canadian company that buys scrap
metal.


MCMORAN EXPLORATION: Mulls Offering of $400 Million Senior Notes
----------------------------------------------------------------
McMoRan Exploration Co. plans to offer $400 million in aggregate
principal amount of senior notes to the public.  The joint book-
running managers for the offering are JPMorgan and Merrill Lynch &
Co.; BNP Paribas is a co-manager.

In a separate arrangement, McMoRan priced an aggregate of
$426.5 million in its public offerings of 16.25 million shares of
common stock at $12.40 per share and 2.25 million shares of 6-3/4%
mandatory convertible preferred stock at $100 per share.

The stock offerings will generate gross proceeds of about
$426.5 million before underwriting discounts, expenses and the
exercise of overallotments, if any.  Net proceeds from the
offering are estimated at approximately $410 million.  The closing
date for the stock offerings is expected to be Nov. 7.

The underwriters have an option to purchase up to an additional
2.44 million shares of common stock and an additional 337,500
shares of mandatory convertible preferred stock to cover
overallotments, if any.  

The 6-3/4% mandatory convertible preferred stock will pay, when
and if declared by McMoRan's board of directors, dividends at a
rate of 6.75% per year, payable quarterly.  

McMoRan will pay dividends in cash, common stock or a combination
of cash and common stock.  The first dividend date will be
Feb. 15, 2008.

The 6-3/4% mandatory convertible preferred stock will be
convertible into between 15.1 million and 18.1 million shares of
common stock, subject to anti-dilution adjustments.   The shares
automatically will convert on Nov. 15, 2010.  

Holders may elect at any time before Nov. 15, 2007, to convert at
a rate equal to 6.7204 shares of common stock for each share of
the mandatory convertible preferred stock.  

The joint book-running managers for the stock offerings are
Merrill Lynch and JPMorgan; Jefferies & Company Inc. is a co-
manager.

McMoRan intends to use the proceeds from the senior note offering
as well as from the stock offerings to repay indebtedness under a
bridge facility used in connection with the acquisition of U.S.
Gulf of Mexico shelf oil and gas properties from Newfield
Exploration Co.

                    About McMoran Exploration

Headquartered in New Orleans, McMoRan Exploration Company (NYSE:
MMR) -- http://www.mcmoran.com/-- is an independent public  
company engaged in the exploration, development and production of
oil and natural gas offshore in the Gulf of Mexico and onshore in
the Gulf Coast area.  McMoRan is also pursuing plans for the
development of the MPEH(TM) which will be used for the receipt and
processing of liquefied natural gas and the storage and
distribution of natural gas.

As reported in the Troubled Company Reporter on Oct. 23, 2007,
McMoRan Exploration Co.'s consolidated balance sheet at Sept. 30,
2007, showed $1.81 billion in total assets and $1.91 billion in
total liabilities, resulting in a $100 million total shareholders'
deficit.

The company's consolidated balance sheet at Sept. 30, 2007,
moreover showed strained liquidity with $190.5 million in total
current assets available to pay $413.5 million in total current
liabilities.

                         *     *     *

As reported in the Troubled Company Reporter on Nov. 7, 2007,
Standard & Poor's Ratings Services assigned its 'B-' corporate
credit rating and stable outlook to McMoRan Exploration Co.  At
the same time, Standard & Poor's assigned its 'CCC+' rating to
McMoRan's proposed $400 million senior unsecured notes.


MERRILL LYNCH: Moody's Cuts Ratings on 3 Cert. Classes to Low-B
---------------------------------------------------------------
Moody's Investors Service downgraded 88 classes of certificates
and placed on review for possible downgrade 18 classes of
certificates from 18 transactions issued in early 2007 and backed
by closed-end second lien mortgage loans.  A closed-end second
lien mortgage loan is a loan secured by a second priority mortgage
lien on residential real estate, and is advanced in a specified
amount at the closing of the loan.  When closed simultaneously
with a first-lien mortgage loan to purchase a home, these loans
are often known as 'piggyback loans'.

The actions reflect the extremely poor performance of closed-end
second lien mortgage loans securitized in early 2007.  These loans
have seen a high rate of early default and deals backed by those
loans have been continuously building up significant pipeline.  
The performance closely tracks the performance of "piggyback
loans' securitized in 2006 due to the aggressive underwriting
guidelines combined with prolonged home price decline.

Three Aaa-rated securities and 15 Aa-rated securities are placed
under review for possible downgrade.  Class A-1 and Class A-2 from
ACE Securities Corp.  Home Equity Loan Trust, Series 2007-ASL1
have been placed on review due to the high cumulative loss (5.32%
as of September) within 5 months of closing.  The aggressive loan
write-off didn't subdue the growth in pipeline which represents
11.85% of the current pool balance.  Class II-A from American Home
Mortgage Investment Trust is placed on review because of the
significant delinquencies (15.61%of current pool balance as of
September was 60 days or more delinquent most of which was in
foreclosure) which are likely to deplete the
overcollateralization, and cause writedowns to Classes II-M-6, II-
M-5, II-M-4, II-M-3, and II-M-2.

At the other end of the credit spectrum, 41 securities are
downgraded to Caa, Ca, and C ratings because the dramatically pool
overall performance of closed-end second lien mortgages has
already impaired or is expected to impair tranches at the bottom
of the capital structures.

                           Downgrade

Issuer: ACE Securities Corp. Home Equity Loan Trust

   - Series 2007-ASL1, Class M-4, Downgraded to Ba2 from A1;

   - Series 2007-ASL1, Class M-5, Downgraded to B1 from A2;

   - Series 2007-ASL1, Class M-6, Downgraded to B3 from A3;

   - Series 2007-ASL1, Class M-7, Downgraded to C from Baa1;

   - Series 2007-ASL1, Class M-8, Downgraded to C from Baa2;

   - Series 2007-ASL1, Class M-9, Downgraded to C from Baa3;

   - Series 2007-SL1, Class M-4, Downgraded to Baa1 from A1;

   - Series 2007-SL1, Class M-5, Downgraded to Baa2 from A2;

   - Series 2007-SL1, Class M-6, Downgraded to Ba3 from A3;

   - Series 2007-SL1, Class M-7, Downgraded to Ca from Baa1;

   - Series 2007-SL1, Class M-8, Downgraded to C from Baa2;

   - Series 2007-SL1, Class M-9, Downgraded to C from Baa3;

   - Series 2007-SL1, Class M-10, Downgraded to C from Ba1.

Issuer: Alliance Bancorp Trust

   - Series 2007-S1, Class M-2, Downgraded to Baa3 from A2;

   - Series 2007-S1, Class M-3, Downgraded to B3 from Baa2.

Issuer: American Home Mortgage Assets Trust 2007-3

   - Class III-M-2, Downgraded to Ba3 from A3;

   - Class III-P-O, Downgraded to Caa2 from Ba1.

Issuer: American Home Mortgage Investment Trust

   - Series 2007-A, Class II-M-1, Downgraded to Ba1 from Aa2;

   - Series 2007-A, Class II-M-2, Downgraded to Caa3 from A3;

   - Series 2007-A, Class II-M-3, Downgraded to C from Baa2;

   - Series 2007-A, Class II-M-4, Downgraded to C from Baa3;

   - Series 2007-A, Class II-M-5, Downgraded to C from Ba2.

Issuer: Bear Stearns Mortgage Funding Trust

   - Series 2007-SL1, Class M-4, Downgraded to Baa2 from A1;

   - Series 2007-SL1, Class M-5, Downgraded to Baa3 from A2;

   - Series 2007-SL1, Class M-6, Downgraded to Ba1 from A3;

   - Series 2007-SL1, Class B-1, Downgraded to Ca from Baa1;

   - Series 2007-SL1, Class B-2, Downgraded to C from Baa2;

   - Series 2007-SL1, Class B-3, Downgraded to C from Baa3;

   - Series 2007-SL1, Class B-4, Downgraded to C from Ba1;

   - Series 2007-SL2, Class M-4, Downgraded to Baa1 from A1;

   - Series 2007-SL2, Class M-5, Downgraded to Baa2 from A2;

   - Series 2007-SL2, Class M-6, Downgraded to B1 from A3;

   - Series 2007-SL2, Class B-1, Downgraded to Ca from Baa1;

   - Series 2007-SL2, Class B-2, Downgraded to C from Baa2;

   - Series 2007-SL2, Class B-3, Downgraded to C from Baa3.

Issuer: Bear Stearns Second Lien trust

   - Series 2007-1, Class II-M-4, Downgraded to Baa2 from A3;

   - Series 2007-1, Class II-M-5, Downgraded to Ba1 from Baa1;

   - Series 2007-1, Class II-M-6, Downgraded to B2 from Baa2;

   - Series 2007-1, Class II-B-1, Downgraded to Caa1 from Baa3;

   - Series 2007-1, Class III-M-4, Downgraded to Baa2 from A3;

   - Series 2007-1, Class III-M-5, Downgraded to Ba1 from Baa1;

   - Series 2007-1, Class III-M-6, Downgraded to B2 from Baa2;

   - Series 2007-1, Class III-B-1, Downgraded to Caa1 from Baa3.

   - Series 2007-SV1, Class B-3, Downgraded to Ba3 from Baa3;

   - Series 2007-SV1, Class B-4, Downgraded to B1 from Ba1.

Issuer: C-BASS Mortgage Loan Asset-Backed Certificates, Series
2007-SL1

   - Class B-1, Downgraded to Ba1 from Baa1;

   - Class B-2, Downgraded to B2 from Baa2;

   - Class B-3, Downgraded to Caa1 from Baa3;

   - Class B-4, Downgraded to Ca from Ba1.

Issuer: CSFB Home Equity Mortgage Trust

   - Series 2007-2, Cl. M-1, Downgraded to Baa2 from A3;

   - Series 2007-2, Cl. M-2, Downgraded to Baa3 from Baa1;

   - Series 2007-2, Cl. M-3, Downgraded to B1 from Baa2;

   - Series 2007-2, Cl. M-4, Downgraded to Caa3 from Baa3;

   - Series 2007-2, Cl. B-1, Downgraded to Ca from Ba1;

   - Series 2007-2, Cl. B-2, Downgraded to C from Ba2.

Issuer: First Franklin Mortgage Loan Trust

   - Series 2007-FFA, Class M-4, Downgraded to Baa3 from A1;

   - Series 2007-FFA, Class M-5, Downgraded to B1 from A2;

   - Series 2007-FFA, Class M-6, Downgraded to B3 from A3;

   - Series 2007-FFA, Class B-1, Downgraded to Ca from Baa1;

   - Series 2007-FFA, Class B-2, Downgraded to C from Baa2;

   - Series 2007-FFA, Class B-3, Downgraded to C from Baa3;

   - Series 2007-FFA, Class B-4, Downgraded to C from Ba1;

   - Series 2007-FFC, Class B-3, Downgraded to B2 from Baa3;

   - Series 2007-FFC, Class B-4, Downgraded to B3 from Ba1.

Issuer: Merrill Lynch Mortgage Loan Trust

   - Series 2007-SL1, Class M-5, Downgraded to Baa2 from A2;

   - Series 2007-SL1, Class M-6, Downgraded to Ba1 from A3;

   - Series 2007-SL1, Class B-1, Downgraded to B1 from Baa1;

   - Series 2007-SL1, Class B-2, Downgraded to B3 from Baa2;

   - Series 2007-SL1, Class B-3, Downgraded to Caa2 from Baa3.

Issuer: Morgan Stanley Mortgage Loan Trust

   - Series 2007-4SL, Class B-3, Downgraded to Ba3 from Baa2;

   - Series 2007-4SL, Class B-4, Downgraded to Caa2 from Ba1;

   - Series 2007-4SL, Class B-5, Downgraded to C from Ba2.

Issuer: Nomura Asset Acceptance Corporation, Alternative Loan
Trust

   - Series 2007-S1, Class M-5, Downgraded to Baa3 from A1;

   - Series 2007-S1, Class M-6, Downgraded to B1 from A3;

   - Series 2007-S1, Class M-7, Downgraded to Caa1 from A3;

   - Series 2007-S1, Class M-8, Downgraded to C from Baa1;

   - Series 2007-S1, Class M-9, Downgraded to C from Baa3;

   - Series 2007-S1, Class M-10, Downgraded to C from Ba1.

Issuer: SACO I Trust

   - Series 2007-1, Class M-5, Downgraded to Baa1 from A1;

   - Series 2007-1, Class M-6, Downgraded to Baa2 from A2;

   - Series 2007-1, Class B-1, Downgraded to Ba3 from Baa1;

   - Series 2007-1, Class B-2, Downgraded to Caa2 from Baa1;

   - Series 2007-1, Class B-3, Downgraded to C from Baa3;

   - Series 2007-1, Class B-4, Downgraded to C from Ba1;

   - Series 2007-2, Class M-4, Downgraded to Baa2 from A1;

   - Series 2007-2, Class M-5, Downgraded to Ba3 from A2;

   - Series 2007-2, Class M-6, Downgraded to B3 from A3;

   - Series 2007-2, Class B-1, Downgraded to C from Baa1.

                   Review for Possible Downgrade

Issuer: ACE Securities Corp. Home Equity Loan Trust

   - Series 2007-ASL1, Class A-1, current rating Aaa, on review
     for possible downgrade;

   - Series 2007-ASL1, Class A-2, current rating Aaa, on review
     for possible downgrade;

   - Series 2007-ASL1, Class M-1, current rating Aa1, on review
     for possible downgrade;

   - Series 2007-ASL1, Class M-2, current rating Aa2, on review
     for possible downgrade;

   - Series 2007-ASL1, Class M-3, current rating Aa3, on review
     for possible downgrade;

   - Series 2007-SL1, Class M-3, current rating Aa3, on review for
     possible downgrade.

Issuer: American Home Mortgage Investment Trust

   - Series 2007-A, Class II-A, current rating Aaa, on review for
     possible downgrade.

Issuer: Bear Stearns Mortgage Funding Trust

   - Series 2007-SL1, Class M-2, current rating Aa2, on review for
     possible downgrade;

   - Series 2007-SL1, Class M-3, current rating Aa3, on review for
     possible downgrade;

   - Series 2007-SL2, Class M-2, current rating Aa2, on review for
     possible downgrade;

   - Series 2007-SL2, Class M-3, current rating Aa3, on review for
     possible downgrade.

Issuer: First Franklin Mortgage Loan Trust

   - Series 2007-FFA, Class M-2, current rating Aa2, on review for
     possible downgrade;

   - Series 2007-FFA, Class M-3, current rating Aa3, on review for
     possible downgrade.

Issuer: Nomura Asset Acceptance Corporation, Alternative Loan
Trust

   - Series 2007-S1, Class M-2, current rating Aa2, on review for
     possible downgrade;

   - Series 2007-S1, Class M-3, current rating Aa2, on review for
     possible downgrade;

   - Series 2007-S1, Class M-4, current rating Aa3, on review for
     possible downgrade.

Issuer: SACO I Trust

   - Series 2007-1, Class M-4, current rating Aa3, on review for
     possible downgrade;

   - Series 2007-2, Class M-3, current rating Aa3, on review for
     possible downgrade.


MGM MIRAGE: Inks $3 Billion Deal with Mubadala Development Company
------------------------------------------------------------------
MGM MIRAGE and Mubadala Development Company plans to develop the
MGM Grand Abu Dhabi.  The cost of the project is expected to be
approximately $3 billion, will be wholly owned by Mubadala and is
anticipated to open in 2012.

The MGM Grand Abu Dhabi will be strategically located at a
prominent downtown waterfront site on Abu Dhabi Island.  Once
completed, the MGM Grand Abu Dhabi will feature views of the city
skyline well as views of the waterfront.

This initial phase will utilize 50 acres and consist of an MGM
Grand hotel and two additional MGM branded luxury hotels each
appealing to a distinct market segment.  In total, more than 1,200
luxury guest accommodations will be developed in the first phase.

The development will also feature a entertainment facility,  well
as retail shops, dining and convention facilities.  The
development will also integrate a variety of residential offerings
including waterfront residences with private yacht berths.

"This agreement is another exciting project in Mubadala's property
development portfolio of innovative and commercially viable
projects that contribute to the steady growth of Abu Dhabi's
society," Mr. Khaldoon Khalifa Al Mubarak, chief executive officer
and managing director of Mubadala, said.  MGM MIRAGE's experience
and luxury brands compliment Abu Dhabi's offering of the finest
hospitality and entertainment experiences for both residents and
tourists."

The MGM Grand Abu Dhabi will be the initial project of the newly
formed strategic relationship between MGM MIRAGE and Mubadala.  
MGM MIRAGE Hospitality, a wholly owned subsidiary of MGM MIRAGE
will serve as developer of the project and will brand the hotel
properties and manage the development once open.

"This disclosure reflects MGM MIRAGE's strategy to further our
brand reach internationally," Terry Lanni, chairman and CEO of MGM
MIRAGE, said.  "This magnificent development will leverage the
capital resources and asset management proficiency of Mubadala
with the world-renowned expertise of MGM MIRAGE in design,
development and operation of exciting destination resorts.

"We are thrilled that our first project with Mubadala will create
a destination and icon for Abu Dhabi," Mr. Lanni said. "We see
tremendous potential for this development and we are confident
that this will be the first of many successful ventures with our
Mubadala partners."

Mubadala and MGM MIRAGE will work together to pursue other real
estate and hospitality opportunities on a project-by-project
basis.  These may take the form of development/management
agreements, joint ventures and other forms of cooperation to be
determined by the companies.

The project has been designed in line with the comprehensive urban
plan, Plan Abu Dhabi 2030, to guide the sustainable development
and ongoing evolution of Abu Dhabi as a global city.

Currently under development are attractions including the
Guggenheim Abu Dhabi and the Louvre Abu Dhabi on Saadiyat Island,
well as hotels and attractions on Yas Island, the new home of the
Formula 1 Grand Prix.

               About Mubadala Development Company

Based in Abu Dhabi, United Arab Emirates, Mubadala Development
Company is a strategic investment and development company.
Mubadala's mission is to create and maximize long-term returns as
an engaged investor in high performing businesses and promising
new ventures that will benefit partners, the Emirate of Abu Dhabi
and its people.

The company currently employs over 250 staff and is a principal
investor in, and manager of, large-scale industry-leading ventures
with significant interests in energy, heavy industry,
telecommunications, infrastructure and aerospace.

Mubadala also manages a diversified international portfolio with
stakes in global operations including the US private equity firm
Carlyle Group, Dutch fleet management giant LeasePlan Corporation
and Italian car manufacturer Ferrari. Mubadala's joint ventures
and wholly-owned companies are designed to generate strong
financial returns for its partners as well as provide outstanding
service and products for customers.

                       About MGM MIRAGE

Headquartered in Las Vegas, Nevada, MGM Mirage (NYSE: MGM) --
http://www.mgmmirage.com/-- is a hotel and gaming company.          
It owns and operates 17 properties located in Nevada, Mississippi
and Michigan, and has investments in three other properties in
Nevada, New Jersey and Illinois.

                          *     *     *

As reported in the Troubled Company Reporter on Oct. 12, 2007,
Standard & Poor's Ratings Services affirmed the 'BB' corporate
credit rating on MGM MIRAGE and removed them from CreditWatch,
where they were placed with positive implications Aug. 22, 2007.  
The rating outlook is positive.


MICHIGAN INLINE: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Michigan Inline Hockey Association, L.L.C.
        50625 Van Dyke Avenue
        Shelby Township, MI 48317

Bankruptcy Case No.: 07-6242

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        The Toddee Group, L.L.C.                   07-62424
        Shelby Family Entertainment Center, L.L.C. 07-62425
        J.&C. Concessions, L.L.C.                  07-62426

Type of Business: The Debtor is a sports club.

Chapter 11 Petition Date: November 5, 2007

Court: Eastern District of Michigan (Detroit)

Judge: Marci B. McIvor

Debtor's Counsel: Robert N. Bassel, Esq.
                  Kemp Klein Law Firm
                  201 West Big Beaver, 6th Floor
                  Troy, MI 48099
                  Tel: (248) 528-1111

                            Estimated Assets       Estimated Debts
                            ----------------       ---------------
Michigan Inline Hockey      $100,000 to            $1 Million
Association, L.L.C.         $1 Million             $100 Million

The Toddee Group, L.L.C.    $100,000 to            $1 Million
                            $1 Million             $100 Million

Shelby Family Entertainment $100,000 to            $1 Million
Center, L.L.C.              $1 Million             $100 Million

J.&C. Concessions, L.L.C.   $100,000 to            $1 Million
                            $1 Million             $100 Million

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


MORGAN COMMERCIAL: Fitch Affirms 'BB+' Rating on $20.4 Mil. Certs.
------------------------------------------------------------------
Fitch has affirmed J.P. Morgan Commercial Mortgage Finance Corp.'s
mortgage pass-through certificates, series 2000-C9, as:

  -- $366.9 million class A-2 at 'AAA';
  -- Interest-only class X at 'AAA';
  -- $36.6 million class B at 'AAA';
  -- $38.7 million class C at 'AAA';
  -- $10.2 million class D at 'AAA';
  -- $28.5 million class E at 'AAA';
  -- $14.3 million class F at 'AAA';
  -- $14.3 million class G at 'AA';
  -- $20.4 million class H at 'BB+'.

Fitch does not rate the $17.3 million class J certificates and
class A-1 has been paid in full.

The rating affirmations are due to stable overall pool performance
since the last Fitch rating action.  In total 56.4% of the pool
has defeased, including nine of the top 10 loans (31%).  As of the
October 2007 distribution date, the pool has paid down 33% to
$547.1 million from $814.4 million at issuance.

There is one specially serviced asset that is real estate- owned
(0.2%).  The asset is a 100% vacant retail property in Henrietta,
NY, that is currently being marketed for sale.  Projected losses
upon disposition of the property are to be absorbed by the non-
rated classes.

The pool contains a high concentration of loans (11%) with either
a declining occupancy or a debt service coverage ratio of less
than 1.0 times.  Additionally, of the 67 non-defeased loans (102
loans in the pool), 90% have a 2009 anticipated repayment date.


MORGAN STANLEY: Moody's Junks Ratings on 2 Series 2007 4-SL Certs.
------------------------------------------------------------------
Moody's Investors Service downgraded 88 classes of certificates
and placed on review for possible downgrade 18 classes of
certificates from 18 transactions issued in early 2007 and backed
by closed-end second lien mortgage loans.  A closed-end second
lien mortgage loan is a loan secured by a second priority mortgage
lien on residential real estate, and is advanced in a specified
amount at the closing of the loan.  When closed simultaneously
with a first-lien mortgage loan to purchase a home, these loans
are often known as 'piggyback loans'.

The actions reflect the extremely poor performance of closed-end
second lien mortgage loans securitized in early 2007.  These loans
have seen a high rate of early default and deals backed by those
loans have been continuously building up significant pipeline.  
The performance closely tracks the performance of "piggyback
loans' securitized in 2006 due to the aggressive underwriting
guidelines combined with prolonged home price decline.

Three Aaa-rated securities and 15 Aa-rated securities are placed
under review for possible downgrade.  Class A-1 and Class A-2 from
ACE Securities Corp.  Home Equity Loan Trust, Series 2007-ASL1
have been placed on review due to the high cumulative loss (5.32%
as of September) within 5 months of closing.  The aggressive loan
write-off didn't subdue the growth in pipeline which represents
11.85% of the current pool balance.  Class II-A from American Home
Mortgage Investment Trust is placed on review because of the
significant delinquencies (15.61%of current pool balance as of
September was 60 days or more delinquent most of which was in
foreclosure) which are likely to deplete the
overcollateralization, and cause writedowns to Classes II-M-6, II-
M-5, II-M-4, II-M-3, and II-M-2.

At the other end of the credit spectrum, 41 securities are
downgraded to Caa, Ca, and C ratings because the dramatically pool
overall performance of closed-end second lien mortgages has
already impaired or is expected to impair tranches at the bottom
of the capital structures.

                           Downgrade

Issuer: ACE Securities Corp. Home Equity Loan Trust

   - Series 2007-ASL1, Class M-4, Downgraded to Ba2 from A1;

   - Series 2007-ASL1, Class M-5, Downgraded to B1 from A2;

   - Series 2007-ASL1, Class M-6, Downgraded to B3 from A3;

   - Series 2007-ASL1, Class M-7, Downgraded to C from Baa1;

   - Series 2007-ASL1, Class M-8, Downgraded to C from Baa2;

   - Series 2007-ASL1, Class M-9, Downgraded to C from Baa3;

   - Series 2007-SL1, Class M-4, Downgraded to Baa1 from A1;

   - Series 2007-SL1, Class M-5, Downgraded to Baa2 from A2;

   - Series 2007-SL1, Class M-6, Downgraded to Ba3 from A3;

   - Series 2007-SL1, Class M-7, Downgraded to Ca from Baa1;

   - Series 2007-SL1, Class M-8, Downgraded to C from Baa2;

   - Series 2007-SL1, Class M-9, Downgraded to C from Baa3;

   - Series 2007-SL1, Class M-10, Downgraded to C from Ba1.

Issuer: Alliance Bancorp Trust

   - Series 2007-S1, Class M-2, Downgraded to Baa3 from A2;

   - Series 2007-S1, Class M-3, Downgraded to B3 from Baa2.

Issuer: American Home Mortgage Assets Trust 2007-3

   - Class III-M-2, Downgraded to Ba3 from A3;

   - Class III-P-O, Downgraded to Caa2 from Ba1.

Issuer: American Home Mortgage Investment Trust

   - Series 2007-A, Class II-M-1, Downgraded to Ba1 from Aa2;

   - Series 2007-A, Class II-M-2, Downgraded to Caa3 from A3;

   - Series 2007-A, Class II-M-3, Downgraded to C from Baa2;

   - Series 2007-A, Class II-M-4, Downgraded to C from Baa3;

   - Series 2007-A, Class II-M-5, Downgraded to C from Ba2.

Issuer: Bear Stearns Mortgage Funding Trust

   - Series 2007-SL1, Class M-4, Downgraded to Baa2 from A1;

   - Series 2007-SL1, Class M-5, Downgraded to Baa3 from A2;

   - Series 2007-SL1, Class M-6, Downgraded to Ba1 from A3;

   - Series 2007-SL1, Class B-1, Downgraded to Ca from Baa1;

   - Series 2007-SL1, Class B-2, Downgraded to C from Baa2;

   - Series 2007-SL1, Class B-3, Downgraded to C from Baa3;

   - Series 2007-SL1, Class B-4, Downgraded to C from Ba1;

   - Series 2007-SL2, Class M-4, Downgraded to Baa1 from A1;

   - Series 2007-SL2, Class M-5, Downgraded to Baa2 from A2;

   - Series 2007-SL2, Class M-6, Downgraded to B1 from A3;

   - Series 2007-SL2, Class B-1, Downgraded to Ca from Baa1;

   - Series 2007-SL2, Class B-2, Downgraded to C from Baa2;

   - Series 2007-SL2, Class B-3, Downgraded to C from Baa3.

Issuer: Bear Stearns Second Lien trust

   - Series 2007-1, Class II-M-4, Downgraded to Baa2 from A3;

   - Series 2007-1, Class II-M-5, Downgraded to Ba1 from Baa1;

   - Series 2007-1, Class II-M-6, Downgraded to B2 from Baa2;

   - Series 2007-1, Class II-B-1, Downgraded to Caa1 from Baa3;

   - Series 2007-1, Class III-M-4, Downgraded to Baa2 from A3;

   - Series 2007-1, Class III-M-5, Downgraded to Ba1 from Baa1;

   - Series 2007-1, Class III-M-6, Downgraded to B2 from Baa2;

   - Series 2007-1, Class III-B-1, Downgraded to Caa1 from Baa3.

   - Series 2007-SV1, Class B-3, Downgraded to Ba3 from Baa3;

   - Series 2007-SV1, Class B-4, Downgraded to B1 from Ba1.

Issuer: C-BASS Mortgage Loan Asset-Backed Certificates, Series
2007-SL1

   - Class B-1, Downgraded to Ba1 from Baa1;

   - Class B-2, Downgraded to B2 from Baa2;

   - Class B-3, Downgraded to Caa1 from Baa3;

   - Class B-4, Downgraded to Ca from Ba1.

Issuer: CSFB Home Equity Mortgage Trust

   - Series 2007-2, Cl. M-1, Downgraded to Baa2 from A3;

   - Series 2007-2, Cl. M-2, Downgraded to Baa3 from Baa1;

   - Series 2007-2, Cl. M-3, Downgraded to B1 from Baa2;

   - Series 2007-2, Cl. M-4, Downgraded to Caa3 from Baa3;

   - Series 2007-2, Cl. B-1, Downgraded to Ca from Ba1;

   - Series 2007-2, Cl. B-2, Downgraded to C from Ba2.

Issuer: First Franklin Mortgage Loan Trust

   - Series 2007-FFA, Class M-4, Downgraded to Baa3 from A1;

   - Series 2007-FFA, Class M-5, Downgraded to B1 from A2;

   - Series 2007-FFA, Class M-6, Downgraded to B3 from A3;

   - Series 2007-FFA, Class B-1, Downgraded to Ca from Baa1;

   - Series 2007-FFA, Class B-2, Downgraded to C from Baa2;

   - Series 2007-FFA, Class B-3, Downgraded to C from Baa3;

   - Series 2007-FFA, Class B-4, Downgraded to C from Ba1;

   - Series 2007-FFC, Class B-3, Downgraded to B2 from Baa3;

   - Series 2007-FFC, Class B-4, Downgraded to B3 from Ba1.

Issuer: Merrill Lynch Mortgage Loan Trust

   - Series 2007-SL1, Class M-5, Downgraded to Baa2 from A2;

   - Series 2007-SL1, Class M-6, Downgraded to Ba1 from A3;

   - Series 2007-SL1, Class B-1, Downgraded to B1 from Baa1;

   - Series 2007-SL1, Class B-2, Downgraded to B3 from Baa2;

   - Series 2007-SL1, Class B-3, Downgraded to Caa2 from Baa3.

Issuer: Morgan Stanley Mortgage Loan Trust

   - Series 2007-4SL, Class B-3, Downgraded to Ba3 from Baa2;

   - Series 2007-4SL, Class B-4, Downgraded to Caa2 from Ba1;

   - Series 2007-4SL, Class B-5, Downgraded to C from Ba2.

Issuer: Nomura Asset Acceptance Corporation, Alternative Loan
Trust

   - Series 2007-S1, Class M-5, Downgraded to Baa3 from A1;

   - Series 2007-S1, Class M-6, Downgraded to B1 from A3;

   - Series 2007-S1, Class M-7, Downgraded to Caa1 from A3;

   - Series 2007-S1, Class M-8, Downgraded to C from Baa1;

   - Series 2007-S1, Class M-9, Downgraded to C from Baa3;

   - Series 2007-S1, Class M-10, Downgraded to C from Ba1.

Issuer: SACO I Trust

   - Series 2007-1, Class M-5, Downgraded to Baa1 from A1;

   - Series 2007-1, Class M-6, Downgraded to Baa2 from A2;

   - Series 2007-1, Class B-1, Downgraded to Ba3 from Baa1;

   - Series 2007-1, Class B-2, Downgraded to Caa2 from Baa1;

   - Series 2007-1, Class B-3, Downgraded to C from Baa3;

   - Series 2007-1, Class B-4, Downgraded to C from Ba1;

   - Series 2007-2, Class M-4, Downgraded to Baa2 from A1;

   - Series 2007-2, Class M-5, Downgraded to Ba3 from A2;

   - Series 2007-2, Class M-6, Downgraded to B3 from A3;

   - Series 2007-2, Class B-1, Downgraded to C from Baa1.

                   Review for Possible Downgrade

Issuer: ACE Securities Corp. Home Equity Loan Trust

   - Series 2007-ASL1, Class A-1, current rating Aaa, on review
     for possible downgrade;

   - Series 2007-ASL1, Class A-2, current rating Aaa, on review
     for possible downgrade;

   - Series 2007-ASL1, Class M-1, current rating Aa1, on review
     for possible downgrade;

   - Series 2007-ASL1, Class M-2, current rating Aa2, on review
     for possible downgrade;

   - Series 2007-ASL1, Class M-3, current rating Aa3, on review
     for possible downgrade;

   - Series 2007-SL1, Class M-3, current rating Aa3, on review for
     possible downgrade.

Issuer: American Home Mortgage Investment Trust

   - Series 2007-A, Class II-A, current rating Aaa, on review for
     possible downgrade.

Issuer: Bear Stearns Mortgage Funding Trust

   - Series 2007-SL1, Class M-2, current rating Aa2, on review for
     possible downgrade;

   - Series 2007-SL1, Class M-3, current rating Aa3, on review for
     possible downgrade;

   - Series 2007-SL2, Class M-2, current rating Aa2, on review for
     possible downgrade;

   - Series 2007-SL2, Class M-3, current rating Aa3, on review for
     possible downgrade.

Issuer: First Franklin Mortgage Loan Trust

   - Series 2007-FFA, Class M-2, current rating Aa2, on review for
     possible downgrade;

   - Series 2007-FFA, Class M-3, current rating Aa3, on review for
     possible downgrade.

Issuer: Nomura Asset Acceptance Corporation, Alternative Loan
Trust

   - Series 2007-S1, Class M-2, current rating Aa2, on review for
     possible downgrade;

   - Series 2007-S1, Class M-3, current rating Aa2, on review for
     possible downgrade;

   - Series 2007-S1, Class M-4, current rating Aa3, on review for
     possible downgrade.

Issuer: SACO I Trust

   - Series 2007-1, Class M-4, current rating Aa3, on review for
     possible downgrade;

   - Series 2007-2, Class M-3, current rating Aa3, on review for
     possible downgrade.


MOVIE GALLERY: Committee Taps Miles & Stockbridge as Co-Counsel
---------------------------------------------------------------
The Official Committee of Unsecured Creditors in Movie Gallery
Inc. and its debtor-affiliates' Chapter 11 cases asks authority
from the U.S. Bankruptcy Court for the Eastern District of
Virginia to retain Miles & Stockbridge P.C. as its co-counsel.

The Committee believes that Miles & Stockbridge is well qualified
to serve as its co-counsel.  Brian F. Kenney, Esq.,  will serve
as lead attorney.  Mr. Kenney is a principal attorney at the firm
and is certified by the American Board of Certification in
business bankruptcy law.  He has appeared in the bankruptcy court
on behalf of numerous creditors, debtors, and creditor
committees.

Miles & Stockbridge will represent the Committee as co-counsel
with Pachulski Stang Ziehl & Jones, LLP.  Miles & Stockbridge  
will also act as conflicts counsel with respect to any matter in
which the Committee is, or may be, adverse to Twentieth Century
Fox Film Corporation.

Mr. Kenney will be paid $420 per hour.  He will be assisted by
other partners, associates and paralegals, but no professional at
the firm will have an hourly rate exceeding $420.

According to Mr. Kenney, his firm has conducted a conflicts
search utilizing its computerized conflicts system, and
discovered, among other things, that:

   a. Miles & Stockbridge is co-counsel with Kirkland & Ellis for
      Sun Capital Partners in the Rowe bankruptcy case in
      Alexandria.  Kirkland & Ellis is counsel for the Debtors in
      the Chapter 11 cases.   

   b. Wachovia Bank, N.A. was the First Lien Collateral Agent and
      Documentation Agent under the prepetition First Lien Credit
      Agreement with the Debtors.  Miles & Stockbridge represents
      Wachovia Bank in a completely unrelated matter.  Miles &
      Stockbridge will not advise Wachovia in any respect in
      connection with the Debtors' bankruptcy case, and Wachovia
      has its own counsel in the case.

   c. The Debtor has employed Keen Consultants, the Real Estate
      Division of KPMG Corporate Finance, LLC, as real estate
      consultants in their Chapter 11 cases.  Miles & Stockbridge
      represented KPMG in connection with its recently-completed
      acquisition of the assets of Keen Realty Consultants.  As a
      follow-up thereto, Miles & Stockbridge assisted KPMG with
      the preparation of its application to be employed and its
      verified statement under Rule 2014(a) of the Federal Rules
      of Bankruptcy Procedure.  KPMG has consented to Miles &
      Stockbridge's representation of the Committee as co-
      counsel in the case.  Accordingly, if approved as Committee
      co-counsel, Miles & Stockbridge will not be advising
      KPMG in connection with the case.  Because of the firm's
      relationship with KPMG Corporate Finance, the firm has
      agreed not to become adverse to KPMG.  In the event that
      the Committee wishes to take an adverse position to KPMG,
      the matter will be handled by the Pachulski Stang firm, or
      by conflicts counsel.

   d. Oekos Management/Agora Property Corp. is one of the
      Debtor's landlords, with a site in Maryland.  Miles &
      Stockbridge was approached to represent Oekos with respect
      to its lease.  Little to no work has been done on the
      matter, as the Debtor has not announced whether it intends
      to assume or reject this Lease.  Accordingly, if approved
      as co-counsel for the Committee, Miles & Stockbridge will
      not represent Oekos in connection with this case.

   e. Wells Fargo Bank, N.A. Wells Fargo, N.A., is the First
      Lien Collateral Agent and Documentation Agent under the
      Pre-Petition First Lien Credit Agreement with the Debtor.  
      M&S has represented Wells Fargo Bank, N.A., from time to
      time in title insurance matters, through its title
      insurance company.  M&S also has represented Wells Fargo
      Equipment Leasing and Finance, Inc., in equipment and
      lease finance matters.

Mr. Kenney assures the Court that his firm neither holds nor
represents an interest materially adverse to the interests of the
estate or of any class of creditors or equity security holders.

                       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 Kutzman Carson Consultants LLC.  James
I. Stang, Esq., at Pachulski Stang Ziehl & Jones LLP, represents
the Official Committee of Unsecured Creditors appointed in these
bankruptcy cases.

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. 7;
Bankruptcy Creditors' Service Inc.;
http://bankrupt.com/newsstand/or 215/945-7000)


MOVIE GALLERY: Committee Selects Pachulski Stang as Lead Counsel
----------------------------------------------------------------
The Official Committee of Unsecured Creditors in Movie Gallery
Inc. and its debtor-affiliates' bankruptcy cases seeks permission
from the U.S. Bankruptcy Court for the Eastern District of
Virginia to retain Pachulski Stang Ziehl & Jones LLP as its lead
counsel.

Committee Chairperson William Kaye relates that the firm has
extensive experience representing creditors' committees, debtors,
trustees and others in a wide variety of bankruptcy cases.   

As lead counsel, Pachulski will assist, advise, and represent the
Committee:

   * in its consultations with the Debtors regarding the
     administration of their Chapter 11 cases;

   * in (i) analyzing the Debtors' assets and liabilities,
     investigating the extent and validity of liens; and (ii)
     participating in, and reviewing any proposed asset sales or
     dispositions, financing arrangements, and cash collateral
     stipulations or proceedings;

   * in any manner relevant to reviewing and determining the
     Debtors' rights and obligations under leases and other
     executory contracts;

   * in investigating the Debtors' acts, conduct, assets,
     liabilities, and financial condition, as well as the
     Debtors' operations and their desirability of continuance;

   * in its participation in negotiation, formulation, and
     drafting of a plan of liquidation or reorganization;

   * on issues concerning the appointment of a trustee or an
     examiner, pursuant to Section 1104 of Bankruptcy Code;

   * in understanding its powers and duties under the Bankruptcy
     Code and the Bankruptcy Rules, and in performing other
     services in the interests of their represented parties; and

   * in the evaluation of claims and on any litigation matters,
     including avoidance actions.

In a statement filed with the Court, James I. Stang, Esq., a
partner at Pachulski, in Los Angeles California, discloses that  
his firm will not represent the Committee with respect to:

   -- the Debtors' request regarding Accommodation Agreements
      with movie studio suppliers, which is to be represented by
      the Committee's conflicts counsel; and

   -- any litigation against Twentieth Century Fox Film
      Corporation, which Pachulski represents in matters
      unrelated to the Debtors' Chapter 11 cases, hence no actual
      conflict exists regarding the Pachulski's prior    
      representation of Fox and its proposed representation of
      the Committee.

In addition, Mr. Stang tells the Court that the Committee's
conflicts counsel will take the necessary steps to ensure that
every matter that his firm will not be involved in, will be
identified.

The firm's professionals will be paid based on the firm's hourly
billing rates, ranging from $795 to $75.  A full-text copy of the
professionals' hourly rates is available at no charge at:

             http://researcharchives.com/t/s?2515

Mr. Stang assures the Court that Pachulski is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.  The firm does not represent an interest adverse
to the Debtors' estates.

                       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 Kutzman Carson Consultants LLC.  James
I. Stang, Esq., at Pachulski Stang Ziehl & Jones LLP, represents
the Official Committee of Unsecured Creditors appointed in these
bankruptcy cases.

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. 7;
Bankruptcy Creditors' Service Inc.;
http://bankrupt.com/newsstand/or 215/945-7000)


MOVIE GALLERY: Wants to Employ Ernst & Young as Tax Advisors
------------------------------------------------------------
Movie Gallery Inc. and its debtor-affiliates ask permission from
the U.S. Bankruptcy Court for the Eastern District of Virginia to
employ Ernst & Young LLP as their independent auditors,
accountants and tax advisors in their Chapter 11 cases.

Peter J. Barrett, Esq., at Kirkland & Ellis, LLP, in New York,
relates that prior to the Debtors' bankruptcy filing, the Debtors
have engaged Ernst & Young's auditing, accounting and tax
services.  Hence, the firm has garnered considerable knowledge and
familiarity with the Debtors' business affairs, and is well
qualified and able to provide financial-related services for the
Debtors in a cost-effective, efficient, and timely manner.

Acting on Movie Gallery, Inc.'s behalf, Page Todd, executive vice
president, secretary and general counsel to the Debtors, entered
into an audit services agreement and tax services agreement with
Ernst & Young.

Pursuant to the agreements, Ernst will provide audit and
accounting services, particularly:
     
   (a) annual audit procedures necessary to express an opinion on
       the Debtors' consolidated financial statements, and on the
       effectiveness of their internal controls over financial
       reporting, as of January 6, 2008;

   (b) quarterly review services for timely reviews of the
       Debtors' consolidated quarterly financial information;

   (c) research and consultation regarding financial accounting,
       and reporting matters as, and when they arise;

   (d) communications with the Audit Committee of the Board of
       Directors of Movie Gallery, Inc., as required and            
       scheduled; and

   (e) preparation of management letters to communicate to the
       Debtors and the Audit Committee any material weaknesses or
       significant deficiencies in internal controls over
       financial reporting, if any, as well as suggestions for
       improving any other deficiencies that do not rise to the
       level of a material weakness or significant deficiency.

The firm will also perform certain tax services, including:

   (a) routine on-call tax advice and assistance concerning
       issues as requested by Movie Gallery, Inc.'s tax            
       department, provided that the projects are not covered by
       a separate project addendum and do not involve any
       significant tax planning or projects; and

   (b) consultation related to the Debtors' bankruptcy filing
       tax issues, including (i) effect of discharge of
       indebtedness, if any, (ii) tax attribution reduction,
       (iii) entitlement to refunds, (iv) analysis of Internal
       Revenue Service (IRS) proofs of claim, (v) assistance with
       advisory proceedings related to tax claims, and (vi)
       potential to discharge IRS claims.

Ernst & Young will be paid based on its hourly rates:

      Designation                           Hourly Rate
      -----------                           -----------
      Partners, Principals and Directors       $600
      Senior Managers                          $500
      Managers                                 $400
      Seniors                               $250 - $275
      Staff                                    $200

Alvin L. Winterroth, Esq., a partner at Ernst & Young, informs
the Court that the Debtors made pre-bankruptcy payments for
$521,306 and a retainer fee of approximately $200,000 to his
firm.

As of the bankruptcy filing, Ernst & Young was owed $60,645 of
prepetition payments by the Debtors.  Upon the Court's approval
of the firm's retention in the Debtors' Chapter 11 Cases, the
firm will waive its right to receive any prepetition fees or
expenses incurred on the Debtors' behalf.

Mr. Winterroth assures the Court that Ernst & Young neither holds
nor represents any interest adverse to the Debtors and their
estates, and the firm is a "disinterested person" as that term is
defined in Section 101(14) of the Bankruptcy Code, as modified by
Section 1107(b) of the Bankruptcy Code.

                       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 Kutzman Carson Consultants LLC.  James
I. Stang, Esq., at Pachulski Stang Ziehl & Jones LLP, represents
the Official Committee of Unsecured Creditors appointed in these
bankruptcy cases.

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. 7;
Bankruptcy Creditors' Service Inc.;
http://bankrupt.com/newsstand/or 215/945-7000)


NATIONSLINK FUNDING: Fitch Holds 'BB' Rating on $6.6 Mil. Certs.
----------------------------------------------------------------
Fitch Ratings affirms NationsLink Funding Corporation's commercial
mortgage pass-through certificates, series 1999-SL, as:

  -- $7.2 million class A-5 at 'AAA';
  -- $12.8 million class A-IV at 'AAA';
  -- $17.6 million class B at 'AAA';
  -- $15.4 million class C to 'AAA';
  -- $14.3 million class D at 'AAA'
  -- $7.7 million class E at 'AA-'
  -- $17.6 million class F at 'BB+';
  -- $6.6 million class G at 'BB'.

Fitch does not rate the notional $112.4 million class X.  Classes
A-1, A-2, A-3, A-4 and A-6 have paid in full.

The affirmations are the result of stable performance since
Fitch's last rating action.  As of the October 2007 distribution
date, the pool's collateral balance has been reduced 91.6%, to
$99.4 million from $1.18 billion at issuance.  Although, the
transaction has paid down significantly, the pool still remains
diverse by property type with 378 loans of the original 2,755
remaining.

The transaction's structure has reverted to a modified pro-rata
pay structure with only the A classes receiving principal.  The
deal includes an overcollateralization feature which creates a
first loss piece that absorbs any losses that otherwise would
result in principal loss to the trust.  The current OC amount is
equal to $12.9 million (13% of the pool).  To date, the OC
structure of the pool has prevented any principal losses to the
trust.

The transaction continues to have stable performance with a
history of low delinquencies.  There are currently two (0.8%)
loans in special servicing and no losses are expected.


NEUMANN HOMES: Wants Until Dec. 17 To File Schedules & Statements
-----------------------------------------------------------------
Neumann Homes Inc. and its debtor-affiliates ask the United States
Bankruptcy Court for the Northern District of Illinois to
establish Dec. 17, 2007, as the date within which they may file
their schedules of assets and liabilities and statements of
financial affairs.

Pursuant to Section 521 of the Bankruptcy Code and Rule 1007 of
the Federal Rules of Bankruptcy Procedure, a Debtors are required,
within 15 days from the date of the filing of the petition, to
file with the court a schedule of assets and liabilities; a
statement of financial affairs; a schedule of current income and
expenditures; and a statement of executory contracts and
unexpired leases.

George N. Panagakis, Esq, at Skadden, Arps, Slate, Meagher & Flom
LLP, in Chicago, Illinois, tells the Court that the Debtors have
numerous creditors and have not yet finalized the process of
gathering the necessary information to prepare and file their
Schedules and Statements.

Mr. Panagakis says that although the Debtors already commenced
the task of gathering the information, the 15-day period will
not be sufficient to permit completion of the Schedules and
Statements.

Headquartered in Warrenville, Illinois, Neumann Homes Inc. --
http://www.neumannhomes.com/-- develops and builds residential   
real estate throughout the Midwest and West US.  The company is
active in the Chicago area, southeastern Wisconsin, Colorado, and
Michigan.  The company have built more than 11,000 homes in some
150 residential communities.  The company offer formal business
training to employees through classes, seminars, and computer-
based training.

The company filed for Chapter 11 protection on Nov. 1, 2007
(Bankr. N.D. Ill. Case No. 07-20412).  George Panagakis, Esq., at
Skadded, Arps, Slate, Meagher & Flom L.L.P., was selected by the
Debtors to represent them in these cases.  When the Debtors filed
for protection against its creditors, they listed assets and debts
of more than $100 million.

(Neumann Bankruptcy News, Issue No. 1; Bankruptcy Creditors'
Services Inc. http://bankrupt.com/newsstand/or 215/945-7000).


NOMURA ASSET: Moody's Junks Ratings on Four Series 2007 S1 Certs.
-----------------------------------------------------------------
Moody's Investors Service downgraded 88 classes of certificates
and placed on review for possible downgrade 18 classes of
certificates from 18 transactions issued in early 2007 and backed
by closed-end second lien mortgage loans.  A closed-end second
lien mortgage loan is a loan secured by a second priority mortgage
lien on residential real estate, and is advanced in a specified
amount at the closing of the loan.  When closed simultaneously
with a first-lien mortgage loan to purchase a home, these loans
are often known as 'piggyback loans'.

The actions reflect the extremely poor performance of closed-end
second lien mortgage loans securitized in early 2007.  These loans
have seen a high rate of early default and deals backed by those
loans have been continuously building up significant pipeline.  
The performance closely tracks the performance of "piggyback
loans' securitized in 2006 due to the aggressive underwriting
guidelines combined with prolonged home price decline.

Three Aaa-rated securities and 15 Aa-rated securities are placed
under review for possible downgrade.  Class A-1 and Class A-2 from
ACE Securities Corp.  Home Equity Loan Trust, Series 2007-ASL1
have been placed on review due to the high cumulative loss (5.32%
as of September) within 5 months of closing.  The aggressive loan
write-off didn't subdue the growth in pipeline which represents
11.85% of the current pool balance.  Class II-A from American Home
Mortgage Investment Trust is placed on review because of the
significant delinquencies (15.61%of current pool balance as of
September was 60 days or more delinquent most of which was in
foreclosure) which are likely to deplete the
overcollateralization, and cause writedowns to Classes II-M-6, II-
M-5, II-M-4, II-M-3, and II-M-2.

At the other end of the credit spectrum, 41 securities are
downgraded to Caa, Ca, and C ratings because the dramatically pool
overall performance of closed-end second lien mortgages has
already impaired or is expected to impair tranches at the bottom
of the capital structures.

                           Downgrade

Issuer: ACE Securities Corp. Home Equity Loan Trust

   - Series 2007-ASL1, Class M-4, Downgraded to Ba2 from A1;

   - Series 2007-ASL1, Class M-5, Downgraded to B1 from A2;

   - Series 2007-ASL1, Class M-6, Downgraded to B3 from A3;

   - Series 2007-ASL1, Class M-7, Downgraded to C from Baa1;

   - Series 2007-ASL1, Class M-8, Downgraded to C from Baa2;

   - Series 2007-ASL1, Class M-9, Downgraded to C from Baa3;

   - Series 2007-SL1, Class M-4, Downgraded to Baa1 from A1;

   - Series 2007-SL1, Class M-5, Downgraded to Baa2 from A2;

   - Series 2007-SL1, Class M-6, Downgraded to Ba3 from A3;

   - Series 2007-SL1, Class M-7, Downgraded to Ca from Baa1;

   - Series 2007-SL1, Class M-8, Downgraded to C from Baa2;

   - Series 2007-SL1, Class M-9, Downgraded to C from Baa3;

   - Series 2007-SL1, Class M-10, Downgraded to C from Ba1.

Issuer: Alliance Bancorp Trust

   - Series 2007-S1, Class M-2, Downgraded to Baa3 from A2;

   - Series 2007-S1, Class M-3, Downgraded to B3 from Baa2.

Issuer: American Home Mortgage Assets Trust 2007-3

   - Class III-M-2, Downgraded to Ba3 from A3;

   - Class III-P-O, Downgraded to Caa2 from Ba1.

Issuer: American Home Mortgage Investment Trust

   - Series 2007-A, Class II-M-1, Downgraded to Ba1 from Aa2;

   - Series 2007-A, Class II-M-2, Downgraded to Caa3 from A3;

   - Series 2007-A, Class II-M-3, Downgraded to C from Baa2;

   - Series 2007-A, Class II-M-4, Downgraded to C from Baa3;

   - Series 2007-A, Class II-M-5, Downgraded to C from Ba2.

Issuer: Bear Stearns Mortgage Funding Trust

   - Series 2007-SL1, Class M-4, Downgraded to Baa2 from A1;

   - Series 2007-SL1, Class M-5, Downgraded to Baa3 from A2;

   - Series 2007-SL1, Class M-6, Downgraded to Ba1 from A3;

   - Series 2007-SL1, Class B-1, Downgraded to Ca from Baa1;

   - Series 2007-SL1, Class B-2, Downgraded to C from Baa2;

   - Series 2007-SL1, Class B-3, Downgraded to C from Baa3;

   - Series 2007-SL1, Class B-4, Downgraded to C from Ba1;

   - Series 2007-SL2, Class M-4, Downgraded to Baa1 from A1;

   - Series 2007-SL2, Class M-5, Downgraded to Baa2 from A2;

   - Series 2007-SL2, Class M-6, Downgraded to B1 from A3;

   - Series 2007-SL2, Class B-1, Downgraded to Ca from Baa1;

   - Series 2007-SL2, Class B-2, Downgraded to C from Baa2;

   - Series 2007-SL2, Class B-3, Downgraded to C from Baa3.

Issuer: Bear Stearns Second Lien trust

   - Series 2007-1, Class II-M-4, Downgraded to Baa2 from A3;

   - Series 2007-1, Class II-M-5, Downgraded to Ba1 from Baa1;

   - Series 2007-1, Class II-M-6, Downgraded to B2 from Baa2;

   - Series 2007-1, Class II-B-1, Downgraded to Caa1 from Baa3;

   - Series 2007-1, Class III-M-4, Downgraded to Baa2 from A3;

   - Series 2007-1, Class III-M-5, Downgraded to Ba1 from Baa1;

   - Series 2007-1, Class III-M-6, Downgraded to B2 from Baa2;

   - Series 2007-1, Class III-B-1, Downgraded to Caa1 from Baa3.

   - Series 2007-SV1, Class B-3, Downgraded to Ba3 from Baa3;

   - Series 2007-SV1, Class B-4, Downgraded to B1 from Ba1.

Issuer: C-BASS Mortgage Loan Asset-Backed Certificates, Series
2007-SL1

   - Class B-1, Downgraded to Ba1 from Baa1;

   - Class B-2, Downgraded to B2 from Baa2;

   - Class B-3, Downgraded to Caa1 from Baa3;

   - Class B-4, Downgraded to Ca from Ba1.

Issuer: CSFB Home Equity Mortgage Trust

   - Series 2007-2, Cl. M-1, Downgraded to Baa2 from A3;

   - Series 2007-2, Cl. M-2, Downgraded to Baa3 from Baa1;

   - Series 2007-2, Cl. M-3, Downgraded to B1 from Baa2;

   - Series 2007-2, Cl. M-4, Downgraded to Caa3 from Baa3;

   - Series 2007-2, Cl. B-1, Downgraded to Ca from Ba1;

   - Series 2007-2, Cl. B-2, Downgraded to C from Ba2.

Issuer: First Franklin Mortgage Loan Trust

   - Series 2007-FFA, Class M-4, Downgraded to Baa3 from A1;

   - Series 2007-FFA, Class M-5, Downgraded to B1 from A2;

   - Series 2007-FFA, Class M-6, Downgraded to B3 from A3;

   - Series 2007-FFA, Class B-1, Downgraded to Ca from Baa1;

   - Series 2007-FFA, Class B-2, Downgraded to C from Baa2;

   - Series 2007-FFA, Class B-3, Downgraded to C from Baa3;

   - Series 2007-FFA, Class B-4, Downgraded to C from Ba1;

   - Series 2007-FFC, Class B-3, Downgraded to B2 from Baa3;

   - Series 2007-FFC, Class B-4, Downgraded to B3 from Ba1.

Issuer: Merrill Lynch Mortgage Loan Trust

   - Series 2007-SL1, Class M-5, Downgraded to Baa2 from A2;

   - Series 2007-SL1, Class M-6, Downgraded to Ba1 from A3;

   - Series 2007-SL1, Class B-1, Downgraded to B1 from Baa1;

   - Series 2007-SL1, Class B-2, Downgraded to B3 from Baa2;

   - Series 2007-SL1, Class B-3, Downgraded to Caa2 from Baa3.

Issuer: Morgan Stanley Mortgage Loan Trust

   - Series 2007-4SL, Class B-3, Downgraded to Ba3 from Baa2;

   - Series 2007-4SL, Class B-4, Downgraded to Caa2 from Ba1;

   - Series 2007-4SL, Class B-5, Downgraded to C from Ba2.

Issuer: Nomura Asset Acceptance Corporation, Alternative Loan
Trust

   - Series 2007-S1, Class M-5, Downgraded to Baa3 from A1;

   - Series 2007-S1, Class M-6, Downgraded to B1 from A3;

   - Series 2007-S1, Class M-7, Downgraded to Caa1 from A3;

   - Series 2007-S1, Class M-8, Downgraded to C from Baa1;

   - Series 2007-S1, Class M-9, Downgraded to C from Baa3;

   - Series 2007-S1, Class M-10, Downgraded to C from Ba1.

Issuer: SACO I Trust

   - Series 2007-1, Class M-5, Downgraded to Baa1 from A1;

   - Series 2007-1, Class M-6, Downgraded to Baa2 from A2;

   - Series 2007-1, Class B-1, Downgraded to Ba3 from Baa1;

   - Series 2007-1, Class B-2, Downgraded to Caa2 from Baa1;

   - Series 2007-1, Class B-3, Downgraded to C from Baa3;

   - Series 2007-1, Class B-4, Downgraded to C from Ba1;

   - Series 2007-2, Class M-4, Downgraded to Baa2 from A1;

   - Series 2007-2, Class M-5, Downgraded to Ba3 from A2;

   - Series 2007-2, Class M-6, Downgraded to B3 from A3;

   - Series 2007-2, Class B-1, Downgraded to C from Baa1.

                   Review for Possible Downgrade

Issuer: ACE Securities Corp. Home Equity Loan Trust

   - Series 2007-ASL1, Class A-1, current rating Aaa, on review
     for possible downgrade;

   - Series 2007-ASL1, Class A-2, current rating Aaa, on review
     for possible downgrade;

   - Series 2007-ASL1, Class M-1, current rating Aa1, on review
     for possible downgrade;

   - Series 2007-ASL1, Class M-2, current rating Aa2, on review
     for possible downgrade;

   - Series 2007-ASL1, Class M-3, current rating Aa3, on review
     for possible downgrade;

   - Series 2007-SL1, Class M-3, current rating Aa3, on review for
     possible downgrade.

Issuer: American Home Mortgage Investment Trust

   - Series 2007-A, Class II-A, current rating Aaa, on review for
     possible downgrade.

Issuer: Bear Stearns Mortgage Funding Trust

   - Series 2007-SL1, Class M-2, current rating Aa2, on review for
     possible downgrade;

   - Series 2007-SL1, Class M-3, current rating Aa3, on review for
     possible downgrade;

   - Series 2007-SL2, Class M-2, current rating Aa2, on review for
     possible downgrade;

   - Series 2007-SL2, Class M-3, current rating Aa3, on review for
     possible downgrade.

Issuer: First Franklin Mortgage Loan Trust

   - Series 2007-FFA, Class M-2, current rating Aa2, on review for
     possible downgrade;

   - Series 2007-FFA, Class M-3, current rating Aa3, on review for
     possible downgrade.

Issuer: Nomura Asset Acceptance Corporation, Alternative Loan
Trust

   - Series 2007-S1, Class M-2, current rating Aa2, on review for
     possible downgrade;

   - Series 2007-S1, Class M-3, current rating Aa2, on review for
     possible downgrade;

   - Series 2007-S1, Class M-4, current rating Aa3, on review for
     possible downgrade.

Issuer: SACO I Trust

   - Series 2007-1, Class M-4, current rating Aa3, on review for
     possible downgrade;

   - Series 2007-2, Class M-3, current rating Aa3, on review for
     possible downgrade.


OFFICEMAX INC: Earns $49.9 Million in Quarter Ended September 29
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OfficeMax(R) Incorporated reported results for its third quarter
ended Sept. 29, 2007.  Net income increased to $49.9 million in
the third quarter of 2007 from $31.4 million in the third quarter
of 2006.

Net income in the third quarter of 2007 increased 16% from
adjusted net income in the third quarter of 2006 of $43.2 million.

"Our results for the third quarter showed continued progress on
our turnaround plans, even as we operated in a weaker economic
environment that has had some impact on both our Contract and
Retail operating segments," Sam Duncan, chairman and CEO of
OfficeMax, said.  "We are pleased that the actions we took earlier
this year to reorganize and improve performance in our Contract
division are generating positive results.  

"In U.S. Contract, we reduced operating costs and expanded
operating margin in the third quarter of 2007," Mr. Duncan
continued.  "In our Retail segment, operating margin declined
primarily due to a category mix shift toward lower margin product
sales that we could not offset with cost controls within the
quarter.  We continue to adjust our Retail promotional strategies
and pursue other cost containment measures to improve our Retail
operating margin."

These factors have affected the third quarter results:

   -- U.S. Contract segment operating expense as a percent of
      sales in the third quarter of 2007 improved to 17.5% from
      adjusted operating expense as a percent of sales of 18.4%
      in the third quarter of 2006, due to effective cost
      management in U.S. Contract, lower incentive compensation
      costs, and expense leverage in International Contract
      operations;  

   -- Contract segment operating income in the third quarter of
      2007 increased to $55 million, or 4.6% of sales, from
      adjusted operating income in the third quarter of 2006 of
      $45.7 million, or 3.9% of sales;

   -- third quarter 2007 OfficeMax Retail sales trends
      reflected moderate improvement in Back-to-School season
      sales and some weakness in consumer and small business
      customer purchases;

   -- Retail segment operating expense as a percent of sales
      improved to 24.9% in the third quarter of 2007 from 25.1%
      in the third quarter of 2006, due to lower incentive
      compensation costs, partially offset by higher store
      labor costs;  

   -- Retail segment operating income decreased to
      $45.3 million, or 4% of sales, in the third quarter of
      2007 from $54.8 million, or 5% of sales, in the third
      quarter of 2006;

   -- OfficeMax opened 9 retail stores in the U.S., closed 1
      retail store in the U.S., and opened 3 retail stores in
      Mexico;

   -- Corporate and Other segment operating expense in the
      third quarter of 2007 decreased to $10 million from
      adjusted operating expense of $18.8 million in the third
      quarter of 2006, due to lower incentive compensation
      costs and reduced legacy-related costs.

As of Sept. 29, 2007, OfficeMax reported total debt of
$384.4 million excluding $1.5 billion of timber securitization
notes.  OfficeMax used $9.1 million of cash from operations in the
third quarter of 2007, a decrease of $197.9 million from the third
quarter of 2006, due to the termination of the company's accounts
receivable securitization program in July 2007.  

OfficeMax invested $41.9 million for capital expenditures in the
third quarter of 2007 compared to $49.8 million in the third
quarter of 2006.  The company expects capital expenditures to
total between $140 and $160 million for the full year 2007.

At Sept. 29, 2007, the company's balance sheet showed total assets
of $6.1 billion(,109,024), total liabilities of $3.9 billion and
total shareholders' equity of $2.2 billion.

"While we are pleased to have made progress in our 2007 turnaround
initiatives, opportunities remain across our business for
improvement," Mr. Duncan concluded.  "We are focused on driving
profitable sales, controlling expenses, and increasing operating
margin.  In our Contract segment, we continue to instill
discipline in signing on new accounts, enable cost savings to our
customers and better profitability to OfficeMax, and position us
for aggressive middle market sales growth.  In our Retail segment,
we remain committed to effective category management and
promotional strategies, controlling and leveraging costs, and
implementing our real estate strategy."

                         About OfficeMax

Headquartered in Naperville, Illinois, OfficeMax Incorporated
(NYSE: OMX) -- visit http://www.officemax.com/-- is into both  
business-to-business office products solutions and retail office
products.  The company provides office supplies and paper, in-
store print and document services through OfficeMax ImPress(TM),
technology products and solutions, and furniture to consumers and
to large, medium and small businesses. OfficeMax customers are
served by over 36,000 associates through direct sales, catalogs,
e-commerce.

As of Sept. 29, 2007, OfficeMax has 869 retail stores in the U.S.
and 65 retail stores in Mexico for 934 total retail stores.  

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 7, 2007,
Standard & Poor's Ratings Services raised the corporate credit
rating on OfficeMax Inc. to 'BB-' from 'B+'.  The outlook is
stable.


ORGANITECH USA: Sept. 30 Balance Sheet Upside-Down by $538,523
--------------------------------------------------------------
OrganiTech USA Inc.'s consolidated balance sheet at Sept. 30,
2007, showed $2.1 million in total assets and $2.6 million in
total liabilities, resulting in a $538,523 total shareholders'
deficit.

The company's consolidated balance sheet at Sept. 30, 2007, also
showed strained liquidity with $1.8 million in total current
assets available to pay $2.0 million in total current liabilities.

The company reported a net loss of $338,117 on revenues of
$414,203 for the third quarter ended Sept. 30, 2007, compared with
a net loss of $318,554 on revenues of $1.2 million for the same
period last year.

Full-text copies of the company's consolidated financial
statements for the quarter ended Sept. 30, 2007, are available for
free at http://researcharchives.com/t/s?251b

                       Going Concern Doubt

Kost Forer Gabbay & Kasierer, in Haifa, Israel, expressed
substantial doubt about OrganiTech USA 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 reported that the company has incurred recurring net
losses, negative cash flows from operations, has working capital
deficiency, and is dependent on external sources for financing its
operations.

                       About OrganiTech USA

Headquartered in Yoqneam, Israel, OrganiTech USA Inc. (OBB:
ORGT.OB) -- http://www.organitech.com/-- is a Delaware Corp.  The  
company designs, develops, manufactures, markets and supports
hydroponics solutions and platforms for the Agriculture and Life-
Science industries.  The company's core business is conducted
primarily through its wholly-owned subsidiary, OrganiTECH Ltd., a
company organized under the laws of Israel.  OrganiTECH Ltd.
operates mainly in the field of agriculture industrialization.  
Since its formation in 1999, it has been developing, producing and
marketing the company's proprietary technology.


PCS EDVENTURES!.COM: Posts Net Loss of $261,513 in Second Quarter
-----------------------------------------------------------------
PCS Edventures!.com Inc. reported a net loss of $261,513 on total
revenues of $652,198 for the second quarter ended Sept. 30, 2007,
compared with a net loss of $691,569 on total revenues of $504,886
in the same period last year.

At Sept. 30, 2007, the company's consolidated balance sheet showed
$1.9 million in total assets, $417,026 in total liabilities, and
$1.5 million in total stockholders' equity.

Full-text copies of the company's consolidated financial
statements for the quarter ended June 30, 2007, are available for
free at http://researcharchives.com/t/s?2519

                       Going Concern Doubt

HJ & Associates LLC, in Salt Lake City, expressed substantial
doubt about PCS Edventures!.com Inc.'s ability to continue as a
going concern after auditing the company's consolidated financial
statements as of the years ended March 31, 2007, and 2006.  The
auditing firm pointed to the company's recurring losses from
operations and working capital deficit.

                   About PCS Edventures!.com

Headquartered in Boiese, Idaho, PCS Edventures!.com Inc.
(OTC BB: PCSV.OB) provides science and engineering-based
educational software for elementary and high school children.


POPE & TALBOT: Unit Gets Court OK to Use Cash Flows Up To $23 Mil.
------------------------------------------------------------------
At the behest of Pope & Talbot Inc. and its subsidiaries, the
Honorable Justice Geoffrey B. Morawetz amended his initial order
dated Oct. 29, 2007, to allow Pope & Talbot Ltd. to utilize cash
flows of up to $23,000,000 in the aggregate in accordance with the
Applicants' cash flow forecast for the 13-week period ending
Jan. 25, 2008.

As reported in the Troubled Company Reporter on Nov. 6, 2007, P&T
Ltd. had been in negotiations with its lenders, Wells Fargo
Financial Corporation Canada and Ableco Financial LLC, regarding
the possibility of DIP financing during the CCAA proceedings,
according to R. Neil Stuart, Pope & Talbot's vice president
and chief financial officer.  As of Oct. 28, 2007, no DIP
financing has been agreed upon, he said.  Pope & Talbot expects
spending $170,095,000 on account of operating expenses and
$9,170,000 on account of restructuring-related expenses.  

As a result, the Applicants have been funding their operations
from collections, Mr. Stuart explained.

P&T Ltd. continues to be in discussions and negotiations with the
Agents regarding the terms of a consensual DIP, which the parties
hope to bring to Court for approval shortly, according to Mr.
Stuart.

Headquartered in Portland, Oregon, Pope & Talbot Inc. (Other OTC:
PTBT.PK) -- http://www.poptal.com/-- is a pulp and wood products   
business.  Pope & Talbot 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.

The company and its U.S. and Canadian subsidiaries applied for
protection under the Companies' Creditors Arrangement Act of
Canada on Oct. 28, 2007. (Pope & Talbot Bankruptcy News, Issue No.
3; Bankruptcy Creditors' Service Inc.,  
http://bankrupt.com/newsstand/or 215/945-7000)


POPE & TALBOT: CCAA Stay Order Amended to Allow U.S. Bankr. Filing
------------------------------------------------------------------
At the behest of Pope & Talbot Inc. and its debtor-affiliates, the
Honorable Justice Geoffrey B. Morawetz of the Superior Court of
Justice of Ontario, amended the Companies' Creditors Arrangement
Act of Canada Initial Stay Order to clarify that nothing in the
Stay Order will prohibit the Applicants, or any  one of them, from
making an application for relief pursuant to the United States
Bankruptcy Code as they deem necessary.

As reported in the Troubled Company Reporter on Nov. 5, 2007, the
Hon. Justice Geoffrey B. Morawetz held that no proceeding or
enforcement process in any court or tribunal will be commenced or
continued until and including Nov. 23, 2007, against or in respect
of the Applicants, the Partnerships or PricewaterhouseCoopers
Inc., except with the written consent of the Applicants, the
Partnerships and PwC, or with leave of the CCAA Court.  

R. Neil Stuart, vice president, chief financial officer and
secretary of Pope & Talbot Inc., explained that at the time of
the initial application, no proceedings were undertaken in the
United States under the United States Bankruptcy Code.

Mr. Stuart said in order to secure DIP financing and otherwise
ensure that the Applicants benefit from the stay of proceedings
provided by the CCAA Court and the terms of Mr. Justice
Morawetz's Initial Order, the Applicants may need to seek
protection in the United States.

Hence, an amendment to the Initial Order is necessary to
clarify that the Applicants have the authority to seek any
protection in the United States should the circumstances require
it, Mr. Stuart said.

The Applicants have employees, assets and creditors in the United
States.

Headquartered in Portland, Oregon, Pope & Talbot Inc. (Other OTC:
PTBT.PK) -- http://www.poptal.com/-- is a pulp and wood products   
business.  Pope & Talbot 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.

The company and its U.S. and Canadian subsidiaries applied for
protection under the Companies' Creditors Arrangement Act of
Canada on Oct. 28, 2007. (Pope & Talbot Bankruptcy News, Issue No.
3; Bankruptcy Creditors' Service Inc.,  
http://bankrupt.com/newsstand/or 215/945-7000)


PORT JACKSON: Moody's Cuts Rating on $15MM Secured Notes to Caa3
----------------------------------------------------------------
Moody's Investors Service placed these notes issued by Port
Jackson CDO 2007-1, Ltd. on review for possible downgrade:

Class Description: $105,000,000 Class A-1 First Priority Senior
Secured Floating Rate Delayed Draw Notes due 2052

   -- Prior Rating: Aaa

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

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

Class Description: $112,500,000 Class A-2 Second Priority Senior
Secured Floating Rate Notes due 2052

   -- Prior Rating: Aaa

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

Class Description: $17,500,000 Class A-3 Third Priority Senior
Secured Floating Rate Notes due 2052

   -- Prior Rating: Aaa

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

Class Description: $60,000,000 Class B Fourth Priority Senior
Secured Floating Rate Notes due 2052

   -- Prior Rating: Aa2

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

Class Description: $15,000,000 Class C Fifth Priority Mezzanine
Secured Deferrable Floating Rate Notes due 2052

   -- Prior Rating: A2

   -- Current Rating: Caa1, on review for possible downgrade

Class Description: $15,000,000 Class D Sixth Priority Mezzanine
Secured Deferrable Floating Rate Notes due 2052

   -- Prior Rating: Baa2

   -- Current Rating: Caa3, 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.


PORTFOLIO CREDIT: Moody's Junks Rating on Caribou Peak's Notes
--------------------------------------------------------------
Moody's Investors Service downgraded and placed these notes issued
by Portfolio Credit Default Swap (Caribou Peak Mezzanine Swap) on
review for possible downgrade:

Class Description: $11,250,000 Initial Tranche Notional Amount
Credit Default Swap

   -- Prior Rating: Ba3

   -- Current Rating: Caa3, 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.


PORTFOLIO CREDIT: Moody's Junks Rating on $11,250,000 Notes
-----------------------------------------------------------
Moody's Investors Service downgraded and placed these notes issued
by Portfolio Credit Default Swap (Grays Peak Mezzanine Swap) on
review for possible downgrade:

Class Description: $11,250,000 Initial Tranche Notional Amount
Credit Default Swap

   -- Prior Rating: Ba3

   -- Current Rating: Caa3, 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.


PRC LLC: S&P Withdraws Ratings at Company's Request
---------------------------------------------------
Standard & Poor's Ratings Services withdrew its ratings on
business processor outsourcer PRC LLC at the company's request.
      
"We had lowered the corporate credit rating on PRC to 'CCC+' from
'B' on Nov. 1, 2007, based on liquidity concerns and deteriorating
business performance," stated Standard & Poor's credit analyst
Andy Liu.


QUEBECOR WORLD: Inks $341 Million Sell/Merge Deal with RSDB NV
--------------------------------------------------------------
Quebecor World Inc. and RSDB NV have signed a definitive Share
Purchase Agreement and Implementation Agreement to sell/merge
Quebecor World's European operations to RSDB Group.  Under the
terms of the Share Purchase Agreement and Implementation
Agreement, RSDB will deliver to Quebecor World, at closing, cash,
a note and shares valued in the aggregate at approximately
240 million Euros or $341 million, subject to certain post-closing
adjustments.

The aggregate consideration payable by RSDB to Quebecor World will
be paid in cash, shares and through the assumption of indebtedness
by RSDB.

RSDB will buy Quebecor World's European operations and Quebecor
World will retain a 29.9% interest in the merged entity that will
be named "Roto Smeets Quebecor" and will be listed on Euronext
Amsterdam.

Specifically, the consideration payable to Quebecor World will be
comprised of:

   -- approximately 150 million Euros or $213 million in cash;    
   -- a 35 million Euros or $50 million note 8-year note
      repayable from 2011 to 2015;
   -- 1.4 million shares in RSQ representing approximately
      29.9% of the issued and outstanding shares of the
      combined business post-closing; and
   -- assumption of QWE's pension, legal, and other        
      liabilities.

Completion of the merger is conditional, on the approval of the
shareholders of RSDB and receipt of clearances from the European
Commission.  Closing is expected to take place by the end of 2007.

"This transaction is a key element of our 5-Point Transformation
Plan and is expected to deliver several significant benefits to
our shareholders," Wes Lucas, president and CEO Quebecor World,
stated.  "The sale/merger will improve our balance sheet, and will
provide additional financial flexibility and strategic options to
create further shareholder value.  We believe that it will also
enable us to strategically reposition our company to focus on
growing earnings within our core business in the Americas, where
we are a leader."  

"We are pleased that retaining an investment in RSQ may present an
upside opportunity, as Quebecor World will help facilitate the
consolidation of the European print industry and the creation of
the leading printer in Europe, which will benefit our customers
and employees going forward," Mr. Lucas added.  Quebecor World and
RSQ will also work together in the future to serve global
customers."

"The combination of Quebecor World's European printing business
with RSDB will enable RSDB, through its increased scale and
broader footprint throughout Europe, to play an important role in
the consolidation of the graphic industry in Europe," John Caris,
chief executive officer of RSDB stated.  "We see a great
opportunity to pool the best practices and extensive industry
experience available in the two businesses and to benefit from an
attractive range of potential synergies".

In the event that the transaction is not completed as a result of
a default of one party, the defaulting party is obliged to pay the
other party a break-up fee of 15 million Euros or
$21 million.

The supervisory board of RSQ will be comprised of five directors.  
Two of the five members of the supervisory board will be nominated
by QWI.  Resolutions of the supervisory board are, in general,
adopted by an absolute majority.

However upon completion of the sale/merger, Quebecor World and
RSDB have agreed that certain predefined corporate decisions
relating to important strategic matters, such as decisions
relating to mergers and acquisitions, the issuance of new shares
and the change of the dividend policy, will require a four out of
five majority vote.

RSDB's current CEO, John Caris, will lead RSQ.  QWE's experienced
senior management team will continue to run the operations in each
European country from which it currently operates.  The key
members of QWE's existing senior management team have indicated
their support for the transaction and their continued involvement
with the combined business.  Their local expertise will be a
valuable asset of the combination of the companies.

                         About RSDB NV

Headquartered in Hilversum, Netherlands, RSDB NV (Euronext: RSDB)
is a European provider of high-value graphic printing services.  
RSDB's principal business, Print Productions, produces full
service gravure and offset printing material, with seven printing
facilities in The Netherlands and one printing facility in
Hungary, supported by sales offices in seven European countries.  
RSDB's Marketing Communications business focuses on marketing
communications solutions and customer management processes.

                     About Quebecor World
                           
Headquartered in Montreal, Quebec, Canada, Quebecor World Inc.
(TSX: IQW) (NYSE: IQW) -- http://www.quebecorworld.com/--   
provides marketing and advertising solutions to leading retailers,
catalogers, branded-goods companies and other businesses with
marketing and advertising activities, as well as complete, full-
service print solutions for publishers.  The company's major
product categories include advertising inserts and circulars,
catalogs, direct mail products, magazines, books, directories,
digital premedia, logistics, mail list technologies and other
value-added services.  Quebecor World has approximately 27,500
employees working in more than 120 printing and related facilities
in the United States, Canada, Argentina, Austria, Belgium, Brazil,
Chile, Colombia, Finland, France, India, Mexico, Peru, Spain,
Sweden, Switzerland and the United Kingdom.

                          *     *     *

As reported in the Troubled Company Reporter on Aug. 30, 2007,
Standard & Poor's Ratings Services lowered its long-term corporate
credit rating to 'B' from 'B+' ratings on Quebecor World Inc.
    
Moody's Investors Service downgraded Quebecor World Inc.'s
corporate family rating to B3 from B2 and the senior unsecured
ratings for subsidiary companies, Quebecor World Capital
Corporation and Quebecor World Capital ULC, also to B3 from B2.


RAM POWER: Involuntary Chapter 11 Case Summary
----------------------------------------------
Alleged Debtor: Ram Power Parts & Accessories
                aka Across America Collision Parts,
                Southeast Michigan
                2859 Industrial Row
                Troy, MI 48084
                Tel: (866) 726-0271

Case Number: 07-61941

Type of Business: The Debtor sells performance parts and
                  accessories, including body sheet metal, front
                  and rear fascia, mirrors and lighting in
                  wholesale and retail.  See
                  htp://www.rampowerparts.com/

Involuntary Petition Date: October 30, 2007

Court: Eastern District of Michigan (Detroit)

Judge: Steven W. Rhodes

Petitioner's Counsel: Lynn M. Brimer, Esq.
                      Strobl & Sharp, P.C.
                      300 East Long Lake Road, Suite 200
                      Bloomfield Hills, MI 48304
                      Tel: (248) 540-2300
         
   Petitioners                 Nature of Claim      Claim Amount
   -----------                 ---------------      ------------
Auto Parts Industrials         trade debt           $535,664
1801 Royal Lane, Suite 608
Dallas, TX 75229

Tri-Pro Automotive, L.L.C.     trade debt           $8,455
105 Sylvania Place South
South Plainfield, NJ 07080

Auto-Tech Plastics, Inc.       trade debt           $3,105
164 Grand Avenue
Mount Clemens, MI 48083


REMY: Obtains $225MM Secured DIP Financing From Barclays Capital
----------------------------------------------------------------
Judge Carey of the U.S. Bankruptcy Court for the District of
Delaware granted Remy Worldwide Holdings, Inc., and its debtor
affiliates final approval to obtain up to $225,000,000 of secured
postpetition financing from a syndicate of lenders led by Barclays
Capital, the investment division of Barclays Bank PLC.  
The approved DIP Financing consists of a $120,000,000 Revolver
Credit Agreement and a $105,000,000 First Lien Credit Agreement.

Among the DIP Lenders are Barclays Bank PLC, Wachovia Capital
Finance Corporation, General Electric Capital Corporation and
Wells Fargo Foothill, LLC.

All objections not otherwise resolved or withdrawn are overruled.

"The approval of the final DIP facility is right in line with our
game plan, and keeps us on track to complete our consensual
restructuring and emerge from Chapter 11 in early December as
planned," Remy Chief Executive Officer John Weber said in a press
release.  "The DIP facility provides more than adequate resources
to fund our postpetition obligations to suppliers and employees
and our other operating requirements during the plan confirmation
process."

Available financing and advances under the DIP Facility Agreement
will be made only (i) to repay Remy's prepetition indebtedness
aggregating $158,000,000; (ii) to fund Remy's ordinary working
capital and general corporate needs; and (iii) to pay other
amounts required or allowed to be paid under the DIP Facility
Agreement, the Court ruled.

As consideration for Remy's DIP obligations, the DIP Lenders are
granted superpriority claims, which will be payable from and have
recourse to any of Remy's unencumbered property.

As security for Remy's postpetition indebtedness, Barclays Bank,
as DIP Collateral Agent, is granted DIP Liens.

In the occurrence of an event of default under the DIP Facility,
the DIP Superpriority Claims and DIP Liens will be subject to a
Carve-Out.  The Carve-Out refers to the payment of unpaid fees
and disbursements of the professionals of Remy and any official
unsecured creditors committee appointed in Remy's Chapter 11 cases
in an aggregate amount not to exceed $2,500,000, plus fees
payable to the U.S. Trustee pursuant to Section 1930 of the
Judicial Procedures Code.

The Administrative Claim for Remy's Prepetition Lenders is deemed
subordinate to the DIP Superpriority Claim and the Carve-Out, and
will be senior to the Replacement Liens afforded to the
noteholders of the senior floating rate notes due 2009 issued by
Remy.

The DIP Facility will terminate on the earliest of:

   (i) six months after the date of the Closing Date,

  (ii) the effective date of Remy's plan of reorganization,
       or

(iii) the date of termination of the commitments or acceleration
       of any outstanding extensions of credit.  

Remy is directed, after receipt of a written summary invoice,
reimburse the DIP Lenders for their reasonable costs, fees and
expenses incurred in connection with their Chapter 11 cases.

A full text-copy of the 31-page Remy Final DIP Order is available
at http://bankrupt.com/misc/DIPOrder.pdf

The DIP Financing is vital to avoid irreparable harm to Remyu's
business, properties and estates and to allow the orderly
continuation of Remy's businesses, the Court opined.

                 Schedules Filing Deadline Extended

Judge Carey also gave Remy until December 7, 2007, to file its
Schedules of Assets and Liabilities and Statements of Financial
Affairs.  The Court's ruling is a 30-day interim extension for
Remy to file the required Schedules and Statements.

Remy originally asked for a 45-day extension of the Schedules
filing deadline, asserting that its cases are complex and its
professionals are busy with other bankruptcy-related matters.

Kelly Beaudin Stapleton, the U.S. Trustee for Region 3, however,
opposed Remy's original request.  The U.S. Trustee emphasized that
the nature and pace of the Debtors' cases require a prompt
deadline for filing Schedules and Statements, and suggested that
it will not object to a 30-day extension.

In light of the fact that Remy has delivered to the Court a
comprehensive Disclosure Statement and complete creditor matrix on
the Petition Date, the U.S. Trustee also contended that the bulk
of the information necessary for Remy to complete its Schedules
and Statements has already been compiled and should be readily
available.

The Court has yet to rule on Remy's request for a permanent waiver
of the obligation to file Schedules in the event that it confirms
its Plan of Reorganization prior to the expiration of the extended
Schedules filing period.

The U.S. Trustee has complained that by seeking a permanent waiver
of the Schedules filing requirement, Remy is seeking to dispense
with its obligation to advise creditors of its position as to the
extent and nature of the creditors' claims which are being
discharged under the Plan.

A hearing to confirm Remy's prepackaged Plan of Reorganization is
scheduled for November 20, 2007.

                       About Remy Worldwide

Based in Anderson, Indiana, Remy Worldwide Holdings Inc. acts as
a holding company of all the outstanding capital stock of Remy
International Inc.  Remy International --http://www.remyinc.com/
-- manufactures, remanufactures and distributes Delco Remy brand
heavy-duty systems and Remy brand starters and alternators,
locomotive products and hybrid power technology.  The company
also provides a worldwide component core-exchange service for
automobiles, light trucks, medium and heavy-duty trucks and
other heavy-duty, off-road and industrial applications.  Remy
has operations in the United Kingdom, Mexico and Korea, among
others.

The company and its debtor-affiliates filed for Chapter 11
protection on Oct. 8, 2007 (Bankr. D. Del. Cases No. 07-11481 to
07-11509).  Douglas P. Bartner, Esq., Fredric Sosnick, Esq., and
Michael H. Torkin, Esq., at Shearman & Sterling LLP, represent
the Debtors' in their restructuring efforts.  Pauline K. Morgan,
Esq., Edmon L. Morton, Esq., and Kenneth J. Enos, Esq., at Young
Conaway Stargatt & Taylor, LLP, serve as co-counsels to the
Debtors.  The Debtors' claims agent is Kurtzman Carson
Consultants LLC and their restructuring advisor is AlixPartners,
LLC.  The Debtors' taps Greenbert Traurig, LLP, as special
corporate advisory and litigation counsel and Ernst & Young LLP
as their accountant, auditor and tax services provider.

At Sept. 30, 2006, Remy Worldwide's balance sheet showed total
assets of US$919,736,000 and total liabilities of
US$1,265,648,000.  (Remy Bankruptcy News; Issue No. 5,
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)  


SACO I: Moody's Junks Ratings on Four Series 2007 Certificates
--------------------------------------------------------------
Moody's Investors Service downgraded 88 classes of certificates
and placed on review for possible downgrade 18 classes of
certificates from 18 transactions issued in early 2007 and backed
by closed-end second lien mortgage loans.  A closed-end second
lien mortgage loan is a loan secured by a second priority mortgage
lien on residential real estate, and is advanced in a specified
amount at the closing of the loan.  When closed simultaneously
with a first-lien mortgage loan to purchase a home, these loans
are often known as 'piggyback loans'.

The actions reflect the extremely poor performance of closed-end
second lien mortgage loans securitized in early 2007.  These loans
have seen a high rate of early default and deals backed by those
loans have been continuously building up significant pipeline.  
The performance closely tracks the performance of "piggyback
loans' securitized in 2006 due to the aggressive underwriting
guidelines combined with prolonged home price decline.

Three Aaa-rated securities and 15 Aa-rated securities are placed
under review for possible downgrade.  Class A-1 and Class A-2 from
ACE Securities Corp.  Home Equity Loan Trust, Series 2007-ASL1
have been placed on review due to the high cumulative loss (5.32%
as of September) within 5 months of closing.  The aggressive loan
write-off didn't subdue the growth in pipeline which represents
11.85% of the current pool balance.  Class II-A from American Home
Mortgage Investment Trust is placed on review because of the
significant delinquencies (15.61%of current pool balance as of
September was 60 days or more delinquent most of which was in
foreclosure) which are likely to deplete the
overcollateralization, and cause writedowns to Classes II-M-6, II-
M-5, II-M-4, II-M-3, and II-M-2.

At the other end of the credit spectrum, 41 securities are
downgraded to Caa, Ca, and C ratings because the dramatically pool
overall performance of closed-end second lien mortgages has
already impaired or is expected to impair tranches at the bottom
of the capital structures.

                           Downgrade

Issuer: ACE Securities Corp. Home Equity Loan Trust

   - Series 2007-ASL1, Class M-4, Downgraded to Ba2 from A1;

   - Series 2007-ASL1, Class M-5, Downgraded to B1 from A2;

   - Series 2007-ASL1, Class M-6, Downgraded to B3 from A3;

   - Series 2007-ASL1, Class M-7, Downgraded to C from Baa1;

   - Series 2007-ASL1, Class M-8, Downgraded to C from Baa2;

   - Series 2007-ASL1, Class M-9, Downgraded to C from Baa3;

   - Series 2007-SL1, Class M-4, Downgraded to Baa1 from A1;

   - Series 2007-SL1, Class M-5, Downgraded to Baa2 from A2;

   - Series 2007-SL1, Class M-6, Downgraded to Ba3 from A3;

   - Series 2007-SL1, Class M-7, Downgraded to Ca from Baa1;

   - Series 2007-SL1, Class M-8, Downgraded to C from Baa2;

   - Series 2007-SL1, Class M-9, Downgraded to C from Baa3;

   - Series 2007-SL1, Class M-10, Downgraded to C from Ba1.

Issuer: Alliance Bancorp Trust

   - Series 2007-S1, Class M-2, Downgraded to Baa3 from A2;

   - Series 2007-S1, Class M-3, Downgraded to B3 from Baa2.

Issuer: American Home Mortgage Assets Trust 2007-3

   - Class III-M-2, Downgraded to Ba3 from A3;

   - Class III-P-O, Downgraded to Caa2 from Ba1.

Issuer: American Home Mortgage Investment Trust

   - Series 2007-A, Class II-M-1, Downgraded to Ba1 from Aa2;

   - Series 2007-A, Class II-M-2, Downgraded to Caa3 from A3;

   - Series 2007-A, Class II-M-3, Downgraded to C from Baa2;

   - Series 2007-A, Class II-M-4, Downgraded to C from Baa3;

   - Series 2007-A, Class II-M-5, Downgraded to C from Ba2.

Issuer: Bear Stearns Mortgage Funding Trust

   - Series 2007-SL1, Class M-4, Downgraded to Baa2 from A1;

   - Series 2007-SL1, Class M-5, Downgraded to Baa3 from A2;

   - Series 2007-SL1, Class M-6, Downgraded to Ba1 from A3;

   - Series 2007-SL1, Class B-1, Downgraded to Ca from Baa1;

   - Series 2007-SL1, Class B-2, Downgraded to C from Baa2;

   - Series 2007-SL1, Class B-3, Downgraded to C from Baa3;

   - Series 2007-SL1, Class B-4, Downgraded to C from Ba1;

   - Series 2007-SL2, Class M-4, Downgraded to Baa1 from A1;

   - Series 2007-SL2, Class M-5, Downgraded to Baa2 from A2;

   - Series 2007-SL2, Class M-6, Downgraded to B1 from A3;

   - Series 2007-SL2, Class B-1, Downgraded to Ca from Baa1;

   - Series 2007-SL2, Class B-2, Downgraded to C from Baa2;

   - Series 2007-SL2, Class B-3, Downgraded to C from Baa3.

Issuer: Bear Stearns Second Lien trust

   - Series 2007-1, Class II-M-4, Downgraded to Baa2 from A3;

   - Series 2007-1, Class II-M-5, Downgraded to Ba1 from Baa1;

   - Series 2007-1, Class II-M-6, Downgraded to B2 from Baa2;

   - Series 2007-1, Class II-B-1, Downgraded to Caa1 from Baa3;

   - Series 2007-1, Class III-M-4, Downgraded to Baa2 from A3;

   - Series 2007-1, Class III-M-5, Downgraded to Ba1 from Baa1;

   - Series 2007-1, Class III-M-6, Downgraded to B2 from Baa2;

   - Series 2007-1, Class III-B-1, Downgraded to Caa1 from Baa3.

   - Series 2007-SV1, Class B-3, Downgraded to Ba3 from Baa3;

   - Series 2007-SV1, Class B-4, Downgraded to B1 from Ba1.

Issuer: C-BASS Mortgage Loan Asset-Backed Certificates, Series
2007-SL1

   - Class B-1, Downgraded to Ba1 from Baa1;

   - Class B-2, Downgraded to B2 from Baa2;

   - Class B-3, Downgraded to Caa1 from Baa3;

   - Class B-4, Downgraded to Ca from Ba1.

Issuer: CSFB Home Equity Mortgage Trust

   - Series 2007-2, Cl. M-1, Downgraded to Baa2 from A3;

   - Series 2007-2, Cl. M-2, Downgraded to Baa3 from Baa1;

   - Series 2007-2, Cl. M-3, Downgraded to B1 from Baa2;

   - Series 2007-2, Cl. M-4, Downgraded to Caa3 from Baa3;

   - Series 2007-2, Cl. B-1, Downgraded to Ca from Ba1;

   - Series 2007-2, Cl. B-2, Downgraded to C from Ba2.

Issuer: First Franklin Mortgage Loan Trust

   - Series 2007-FFA, Class M-4, Downgraded to Baa3 from A1;

   - Series 2007-FFA, Class M-5, Downgraded to B1 from A2;

   - Series 2007-FFA, Class M-6, Downgraded to B3 from A3;

   - Series 2007-FFA, Class B-1, Downgraded to Ca from Baa1;

   - Series 2007-FFA, Class B-2, Downgraded to C from Baa2;

   - Series 2007-FFA, Class B-3, Downgraded to C from Baa3;

   - Series 2007-FFA, Class B-4, Downgraded to C from Ba1;

   - Series 2007-FFC, Class B-3, Downgraded to B2 from Baa3;

   - Series 2007-FFC, Class B-4, Downgraded to B3 from Ba1.

Issuer: Merrill Lynch Mortgage Loan Trust

   - Series 2007-SL1, Class M-5, Downgraded to Baa2 from A2;

   - Series 2007-SL1, Class M-6, Downgraded to Ba1 from A3;

   - Series 2007-SL1, Class B-1, Downgraded to B1 from Baa1;

   - Series 2007-SL1, Class B-2, Downgraded to B3 from Baa2;

   - Series 2007-SL1, Class B-3, Downgraded to Caa2 from Baa3.

Issuer: Morgan Stanley Mortgage Loan Trust

   - Series 2007-4SL, Class B-3, Downgraded to Ba3 from Baa2;

   - Series 2007-4SL, Class B-4, Downgraded to Caa2 from Ba1;

   - Series 2007-4SL, Class B-5, Downgraded to C from Ba2.

Issuer: Nomura Asset Acceptance Corporation, Alternative Loan
Trust

   - Series 2007-S1, Class M-5, Downgraded to Baa3 from A1;

   - Series 2007-S1, Class M-6, Downgraded to B1 from A3;

   - Series 2007-S1, Class M-7, Downgraded to Caa1 from A3;

   - Series 2007-S1, Class M-8, Downgraded to C from Baa1;

   - Series 2007-S1, Class M-9, Downgraded to C from Baa3;

   - Series 2007-S1, Class M-10, Downgraded to C from Ba1.

Issuer: SACO I Trust

   - Series 2007-1, Class M-5, Downgraded to Baa1 from A1;

   - Series 2007-1, Class M-6, Downgraded to Baa2 from A2;

   - Series 2007-1, Class B-1, Downgraded to Ba3 from Baa1;

   - Series 2007-1, Class B-2, Downgraded to Caa2 from Baa1;

   - Series 2007-1, Class B-3, Downgraded to C from Baa3;

   - Series 2007-1, Class B-4, Downgraded to C from Ba1;

   - Series 2007-2, Class M-4, Downgraded to Baa2 from A1;

   - Series 2007-2, Class M-5, Downgraded to Ba3 from A2;

   - Series 2007-2, Class M-6, Downgraded to B3 from A3;

   - Series 2007-2, Class B-1, Downgraded to C from Baa1.

                  Review for Possible Downgrade

Issuer: ACE Securities Corp. Home Equity Loan Trust

   - Series 2007-ASL1, Class A-1, current rating Aaa, on review
     for possible downgrade;

   - Series 2007-ASL1, Class A-2, current rating Aaa, on review
     for possible downgrade;

   - Series 2007-ASL1, Class M-1, current rating Aa1, on review
     for possible downgrade;

   - Series 2007-ASL1, Class M-2, current rating Aa2, on review
     for possible downgrade;

   - Series 2007-ASL1, Class M-3, current rating Aa3, on review
     for possible downgrade;

   - Series 2007-SL1, Class M-3, current rating Aa3, on review for
     possible downgrade.

Issuer: American Home Mortgage Investment Trust

   - Series 2007-A, Class II-A, current rating Aaa, on review for
     possible downgrade.

Issuer: Bear Stearns Mortgage Funding Trust

   - Series 2007-SL1, Class M-2, current rating Aa2, on review for
     possible downgrade;

   - Series 2007-SL1, Class M-3, current rating Aa3, on review for
     possible downgrade;

   - Series 2007-SL2, Class M-2, current rating Aa2, on review for
     possible downgrade;

   - Series 2007-SL2, Class M-3, current rating Aa3, on review for
     possible downgrade.

Issuer: First Franklin Mortgage Loan Trust

   - Series 2007-FFA, Class M-2, current rating Aa2, on review for
     possible downgrade;

   - Series 2007-FFA, Class M-3, current rating Aa3, on review for
     possible downgrade.

Issuer: Nomura Asset Acceptance Corporation, Alternative Loan
Trust

   - Series 2007-S1, Class M-2, current rating Aa2, on review for
     possible downgrade;

   - Series 2007-S1, Class M-3, current rating Aa2, on review for
     possible downgrade;

   - Series 2007-S1, Class M-4, current rating Aa3, on review for
     possible downgrade.

Issuer: SACO I Trust

   - Series 2007-1, Class M-4, current rating Aa3, on review for
     possible downgrade;

   - Series 2007-2, Class M-3, current rating Aa3, on review for
     possible downgrade.


SANMINA-SCI CORP: Posts $1.1 Billion Net loss in Fiscal 2007
------------------------------------------------------------
Sanmina-SCI Corporation has revenue of $2.5 billion, compared
to $2.5 billion in the third quarter ended June 30, 2007 and
$2.7 billion in the fourth quarter ended Sept. 30, 2006.
Revenue for the year ended Sept. 29, 2007 was $10.4 billion,
compared to $11.0 billion in the prior year.

Fourth quarter earnings were primarily impacted by a non-cash
impairment charge for goodwill of $1.1 billion.  As a result of
this charge, the company reported a net loss of $1.1 billion in
the fourth quarter of fiscal 2007, compared to a net loss of
$27.6 million in the prior quarter and a net loss of $28.1 million
for the same period last year.

             Cash Flow and Balance Sheet Metrics

The company continued to manage its cash flow and balance sheet
metrics, making improvements throughout fiscal 2007.

   *  Cash flow from operations was $145 million in fourth
      quarter 2007, and $511 million for fiscal 2007

   *  Cash and cash equivalents were $933.4 million, up
      $441.6 million from Q4'06

   *  Cash cycle days of 29 days represented a 7 day improvement
      from Q3'07

   *  Inventory decreased $72.7 million, inventory turns
      improved to 8.9 in Q4'07

"I am pleased with our gross margin improvement, cash flow
generation and inventory turns during the fourth quarter.  We
are confident that we will continue to improve our financial
metrics.  We are committed to driving our ROIC above our
weighted cost of capital as we exit fiscal year 2008,"
stated Jure Sola, chairman and chief executive officer.

"The basis for Sanmina-SCI's operational excellence strategy in
2008 and beyond is to focus on high-end markets that offer the
greatest opportunity for success, invest in leading edge
technology, and provide unparalleled end-to- end manufacturing
solutions to our customers," concluded Mr. Sola.

             Personal and Business Computing Division

Consistent with previous announcements made by the company
concerning its personal and business computing business unit,
the company reaffirmed its intentions of separating this
business unit from its core operations either by means of a sale
or other disposition of the business.  This business unit
includes the company's personal computing and industry standard
server businesses, their related BTO/CTO operations in Mexico
and Hungary and their associated logistics activities.  The
company expect the disposition of this business to occur over
the next 12 months.

               First Quarter Fiscal 2008 Outlook

The company provides these guidance with respect to the first
fiscal quarter ending Dec. 29, 2007:

   *  Revenue is expected to be in the range of $2.5 billion to
      $2.65 billion

   *  Non-GAAP diluted earnings per share to be between $0.02
      to $0.04 Non-GAAP Financial Information

                        About Sanmina-SCI

Headquartered in San Jose, California, Sanmina-SCI Corporation
(NasdaqGS: SANM) -- http://www.sanmina-sci.com/-- is an  
Electronics Manufacturing Services (EMS) provider focused on
delivering complete end-to-end manufacturing solutions to
technology companies around the world.  Service offerings
include product design and engineering, test solutions,
manufacturing, logistics and post-manufacturing repair/warranty
services.

The company has locations in Brazil, China, Ireland, Finland,
Malaysia, Mexico and Singapore, among others.

                          *     *     *

As reported in the Troubled Company Reporter on Sept. 27, 2007
Standard & Poor's Ratings Services revised its outlook on San
Jose, California-based Sanmina-SCI Corp. to negative from stable,
as a result of continued operating weakness and increasing
leverage.  The corporate credit and senior unsecured ratings are
affirmed at 'B+', and the subordinated debt rating is affirmed at
'B-'.


SCO GROUP: Wants to Sell Certain Assets to JGD for $36,000,000
--------------------------------------------------------------
The SCO Group Inc. and SCO Operations Inc. seek authority
from the U.S. Bankruptcy Court for the District of Delaware
to sell certain of their assets to JGD Management Corp. dba York
Capital Management, subject to higher and better offers.

The assets for sale are:

   -- the Debtors' Unix operating system;

   -- certain related claims in litigation; as well as

   -- certain transfer, cross-license and related agreements
      pertaining to the Hipcheck product line and Me Inc.
      Mobile intellectual property owned by Me Inc., a
      non-debtor affiliate.

Pursuant to an asset purchase agreement dated Oct. 22,2007,
JGD offered to buy the assets for $36,000,000 and agreed to post
an earnest money deposit of $1,800,000 or 5% of the purchase
price.

To participate in the auction, competing bids must accompany
a good faith cash deposit of not less than $1,800,000.

In the event a competing bid outbids JGD's offer, JGD will be
entitled to an all cash breakup fee of $780,000 plus reimbursement
of expenses incurred up to $300,000.

Court documents did not disclose specific date and place of the
auction.

The Court will convene a hearing on Nov. 16,2007, at 4:00 p.m.
prevailing Eastern time, to consider the Debtors' request.

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 J. Spector,
Esq. at Berger Singerman PA and Laura Davis Jones, Esq. at
Pachulski Stang  Ziehl & Jones LLP are co-counsels to the Debtors.  
Epiq Bankruptcy Solutions, LLC, acts as the Debtors' claims and
noticing agent.  The United States Trustee failed to form an
Official Committee of Unsecured Creditors in these cases due to
insufficient response from creditors.  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.


SCO GROUP: IBM and Novell Balk at Proposed Asset Sale Procedure
---------------------------------------------------------------
International Business Machines Corporation and Novell Inc.,
creditors in The SCO Group Inc. and SCO Operations Inc.'s chapter
11 cases, oppose the Debtors' proposed sale of certain assets to
JGD Management Corp. dba York Capital Management.

IBM tells the U.S. Bankruptcy Court for the District of Delaware
that the Debtors' proposed procedure for the sale is deficient
and that the bidder protections are based on a misleading
characterization of the purchase price.

IBM argues that the sale is improper and itself cannot be approved
because the Debtors propose to sell assets they don't own.

Additionally, Novell contends that the sale is "ill-advised at
every level."  

According to Novell, the Debtors have not "established an adequate
justification for emergency consideration of the proposed sale
on shortened notice, relying instead on unsubstantiated claims of
urgent circumstances allegedly dictated by" JGD.

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 J. Spector,
Esq. at Berger Singerman PA and Laura Davis Jones, Esq. at
Pachulski Stang  Ziehl & Jones LLP are co-counsels to the Debtors.  
Epiq Bankruptcy Solutions, LLC, acts as the Debtors' claims and
noticing agent.  The United States Trustee failed to form an
Official Committee of Unsecured Creditors in these cases due to
insufficient response from creditors.  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.


SEMAN INVESTMENTS: Case Summary & Largest Unsecured Creditor
------------------------------------------------------------
Debtor: Seman Investments, Inc.
        20059 Beechaven
        Southfield, MI 48076

Bankruptcy Case No.: 07-62608

Chapter 11 Petition Date: November 6, 2007

Court: Eastern District of Michigan (Detroit)

Judge: Steven W. Rhodes

Debtor's Counsel: Michael A. Greiner, Esq.
                  Financial Law Group, P.C.
                  29405 Hoover
                  Warren, MI 49093
                  Tel: (586) 693-2000
                  Fax: (586) 693-2000

Estimated Assets: $1 Million to $100 Million

Estimated Debts:      $100,000 to $1 Million

Debtor's Largest Unsecured Creditor:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Oasis Nail Salon               security deposit      $1,015
29428 Joy Road
Livonia, MI 48150


SOUNDVIEW HOME: Moody's Junks Rating on Class B-2 Certificates
--------------------------------------------------------------
Moody's Investors Service upgraded two tranches and has downgraded
two tranches issued by Soundview Home Loan Trust 2004-1.  The
transaction is backed by adjustable-rate and fixed-rate subprime
mortgage loans.

The actions are based on the analysis of the current credit
enhancement levels provided by excess spread,
overcollateralization, and subordinate classes relative to the
expected loss.

Complete rating actions are:

Issuer: Soundview Home Loan Trust 2004-1

Upgrade:

   -- Cl. M-1; Currently Aa1, upgraded to Aaa;

   -- Cl. M-2; Currently Aa2, upgraded to Aa1;

Downgrade:

   -- Cl. B-1; Currently Ba1, downgraded to B1;

   -- Cl. B-2; Currently Ba2, downgraded to Caa1.


ST. GERMAIN: Wind-Down of Operations Cues Fitch to Junk Rating
--------------------------------------------------------------
Fitch Ratings has downgraded the capital note program for St.
Germain Holdings, Ltd, to 'CC/DR4' from 'B'.  These rating actions
follow notification to Fitch of the wind-down of St. Germain's
operations and are effective immediately.

Fitch's further downgrade of the capital notes reflects the
increased risk that investors in these notes will not be paid in
full.  The recovery on the capital notes is expected to be in the
'DR4' range (30%-50%).  Fitch notes, however, that the existing CP
continues to benefit from the structural features of both the
subordination from the capital notes and the individual put
contracts.  The $5,000,000,000 commercial paper program was
affirmed by Fitch at 'F1' on Oct. 1, 2007.

The action is the latest in a series of negative actions on the
capital notes in recent weeks.  

  -- 'Fitch Downgrades St. Germain Holdings, Ltd. Capital
      Notes, Remain on Watch Negative' (Nov. 6);
  -- 'Fitch Affirms St. Germain Holdings, Ltd CP at 'F1'; Cap
      Notes Watch Negative' (Oct. 1).


STEPHEN SIEBER: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Stephen C. Sieber
        3734 Angelton Court
        Burtonsville, MD 20866

Bankruptcy Case No.: 07-21192

Chapter 11 Petition Date: November 7, 2007

Court: District of Maryland (Greenbelt)

Judge: Wendelin I. Lipp

Debtor's Counsel: Keith R. Havens, Esq.
                  2401 Research Boulevard, Suite 308
                  Rockville, MD 20850
                  Tel: (301) 947-3330

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

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


STRUCTURED ASSET: Fitch Junks Ratings on Two Cert. Classes
----------------------------------------------------------
Fitch Ratings has taken these rating actions on the Structured
Asset Mortgage Investments Inc. certificates listed below:

Series 1999-1 Group 2
  -- Class 2A affirmed at 'AAA';
  -- Class 2B-1 affirmed at 'AAA';
  -- Class 2B-2 affirmed at 'AA';
  -- Class 2B-3 downgraded to 'B' from 'BBB+';
  -- Class 2B-4 downgraded to 'C/DR4' from 'B';
  -- Class 2B-5 downgraded to 'C/DR6' from 'CC'DR4'.

The underlying collateral consists of 30-year fixed-rate mortgage
loans extended to Alt-A borrowers.  The servicer is Wells Fargo
Bank Minnesota, NA (rated 'RPS1' by Fitch).

These affirmations reflect satisfactory credit enhancement  
relationships to future loss expectations and affect approximately
$3.3 million in outstanding certificates.  The classes with
negative rating actions reflect the deterioration in the
relationship of CE to future loss expectations and affects
approximately $236,949 of outstanding certificates.  As of the
Oct. 25, 2007 distribution date, series 1999-1 Group 2 has a pool
factor (mortgage loans outstanding as a percentage of the initial
pool) of 4%.  The small pool balance has resulted in the adverse
selection of the loans remaining in the pool.  Currently, 12.47%
of the remaining loans are 60+ delinquent (including loans in
bankruptcy and foreclosure).  Cumulative losses as a percent of
the original collateral balance is 0.32%.


STRUCTURED ASSET: Moody's Cuts Ratings on 2 Cert. Classes to Low-B
------------------------------------------------------------------
Moody's Investors Service downgraded ratings of two tranches
issued by Structured Asset Securities Corporation 2003-BC3.  The
transaction is backed by subprime fixed-rate and adjustable
mortgage loans.  The pool factor of the deal as of Oct. 25, 2007
is 16.04%.

The actions are based on the analysis of the current credit
enhancement levels provided by excess spread,
overcollateralization, and subordinate classes relative to the
expected loss.

Complete rating action:

Issuer: Structured Asset Securities Corp 2003-BC3

   -- Cl. M5, Downgraded to B3 from Baa3;

   -- Cl. M4, Downgraded to Ba3 from Baa2.


SUMMER STREET: Moody's Junks Rating on $17.5 Mil. Class D Notes
---------------------------------------------------------------
Moody's Investors Service placed these notes issued by Summer
Street 2007-1, Ltd. on review for possible downgrade:

Class Description: $57,000,000 Class A-1A Senior Secured Floating
Rate Notes Due 2052

   -- Prior Rating: Aaa

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

Class Description: $50,000,000 Class A-1B Senior Secured Floating
Rate Notes Due 2052

   -- Prior Rating: Aaa

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

Class Description: $37,500,000 Class A-2 Senior Secured Floating
Rate Notes Due 2052

   -- Prior Rating: Aaa

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

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

Class Description: $55,000,000 Class B Senior Secured Floating
Rate Notes Due 2052

   -- Prior Rating: Aa2

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

Class Description: $22,500,000 Class C Mezzanine Secured
Deferrable Floating Rate Notes Due 2052

   -- Prior Rating: A2

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

Class Description: $17,500,000 Class D Mezzanine Secured
Deferrable Floating Rate Notes Due 2052

   -- Prior Rating: Baa2

   -- Current Rating: Caa1, 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.


SUNTRUST ALTERNATIVE: Fitch Junks Ratings on Two Cert. Classes
--------------------------------------------------------------
Fitch Ratings has taken rating actions on these SunTrust
Alternative Loan Trust (STALT) 2006-1F mortgage pass-through
certificates:

  -- Class A affirmed at 'AAA';
  -- Class B-1 downgraded to 'A+' from 'AA';
  -- Class B-2 downgraded to 'BBB' from 'A';
  -- Class B-3 downgraded to 'B' from 'BBB';
  -- Class B-4 downgraded to C/DR5 from 'BB', and removed from
     Rating Watch Negative;
  -- Class B-5 downgraded to 'C/DR6' from 'B', and removed from
     Rating Watch Negative;

The collateral in the aforementioned transaction consists
primarily of fixed-rate, conventional mortgage loans secured by
first-liens on one- to four-family residential properties.  The
originator and servicer of the loans is SunTrust Mortgage, Inc.,
which currently has a servicer rating of 'RPS2' provided by Fitch.

The affirmations are due to stable relationships between credit
enhancement and future expected losses, and affect approximately
$329.40 million in outstanding certificates.  The negative rating
actions are due to a deteriorating relationship between CE and
future expected losses, and affect approximately $42.1 million in
outstanding certificates.

As of the October 2007 distribution period, the pool has
approximately 17.92% of its collateral in the 60+ delinquency
bucket (including Bankruptcy, Foreclosure, and Real Estate Owned)
and the cumulative losses to date is 0.45% of the original pool.  
The transaction has a pool factor (current collateral balance as a
percentage of initial collateral balance) of approximately 74%,
and is 17 months seasoned.


TEREX CORP: Acquires Superior Highwall for $140 Million Cash
------------------------------------------------------------
Terex Corporation has acquired Superior Highwall Miners Inc.   The
total consideration for the transaction was approximately
$140 million payable in cash.  

Terex anticipates that this transaction will be slightly accretive
to 2008 earnings per share.

"We believe that the Superior Highwall Miners acquisition provides
us with an important growth opportunity," commented Ronald M.
DeFeo, Terex chairman and chief executive officer.

"The acquisition is a good fit with Terex's strategy of expanding
our market presence in related product areas and is a natural
extension of our current Materials Processing & Mining Group
business," Mr. DeFeo added.  "SHM has existing North American coal
relationships and we believe Terex can help accelerate its
prospects for increasing success globally."

               About Superior Highwall Miners Inc.

Based in Beckley, West Virginia, Superior Highwall Miners Inc.  
manufactures highwall mining equipment for use in trench mining,
open pit mining, contour mining and auger hole mining
applications.

                     About Terex Corporation

Headquartered in Westport, Connecticut, Terex Corporation
(NYSE:TEX) - http://www.terex.com/-- manufactures a broad range  
of equipment for use in various industries, including the
construction, infrastructure, quarrying, surface mining, shipping,
transportation, refining, and utility industries.  Terex offers a
complete line of financial products and services to assist in the
acquisition of Terex equipment through Terex Financial Services.  
The company operates in five business segments: Aerial Work
Platforms, Construction, Cranes, Materials Processing & Mining,
and Roadbuilding, Utility Products and Other.  

                         *     *     *

In August 2007, Moody's placed the company's long-term corporate
family rating and probability of default rating at Ba2, bank loan
debt rating at Ba1, and senior subordinate rating at Ba3.  These
ratings still hold to date.  The outlook is stable.

Standard & Poor's placed the company's long-term foreign and local
issuer credits at BB which still hold to date.  the outlook is
stable.


TEREX CORP: Mulls Issuance of $500 Mil. Senior Subordinated Notes
-----------------------------------------------------------------
Terex Corporation intends to issue approximately $500 million
principal amount of Senior Subordinated Notes Due 2015 and 2017.  

Terex intends to use the net proceeds from the offering to pay
down outstanding amounts under its revolving credit facility and
for general corporate purposes, including acquisitions, capital
expenditures, investments and the repurchase of its outstanding
securities.

Terex intends to offer and sell these Senior Subordinated Notes
under the company's existing shelf registration statement filed
with the Securities and Exchange Commission in July 2007, and
amended on Nov. 6, 2007.

Copies of the prospectus and prospectus supplement may be obtained
by contacting any of the joint book-running managers at:

     -- Credit Suisse Securities (USA) LLC
        Prospectus Department
        Eleven Madison Avenue
        New York, NY 10010

     -- Citi
        Brooklyn Army Terminal
        8th Floor, 140 58th Street
        Brooklyn, NY 11220
        Tel (718) 765-6732

     -- UBS Investment Bank
        Attn: Prospectus Department
        299 Park Avenue
        New York, NY 10171
        Tel (212) 821-3000

                     About Terex Corporation

Headquartered in Westport, Connecticut, Terex Corporation
(NYSE:TEX) - http://www.terex.com/-- manufactures a broad range  
of equipment for use in various industries, including the
construction, infrastructure, quarrying, surface mining, shipping,
transportation, refining, and utility industries.  Terex offers a
complete line of financial products and services to assist in the
acquisition of Terex equipment through Terex Financial Services.  
The company operates in five business segments: Aerial Work
Platforms, Construction, Cranes, Materials Processing & Mining,
and Roadbuilding, Utility Products and Other.  

                          *     *     *

In August 2007, Moody's placed the company's long-term corporate
family rating and probability of default rating at Ba2, bank loan
debt rating at Ba1, and senior subordinate rating at Ba3.  These
ratings still hold to date.  The outlook is stable.

Standard & Poor's placed the company's long-term foreign and local
issuer credits at BB which still hold to date.  the outlook is
stable.


TIMBERWOLF I: Moody's Cuts Rating on $30 Million Notes to Caa3
--------------------------------------------------------------
Moody's Investors Service placed these notes issued by Timberwolf
I, Ltd. on review for possible downgrade:

Class Description: $100,000,000 Class A-1a Floating Rate Notes Due
2039

   -- Prior Rating: Aaa

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

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

Class Description: $200,000,000 Class A-1b Floating Rate Notes Due
2039

   -- Prior Rating: Aaa

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

Class Description: $100,000,000 Class A-1c Floating Rate Notes Due
2044

   -- Prior Rating: Aaa

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

Class Description: $100,000,000 Class A-1d Floating Rate Notes Due
2044

   -- Prior Rating: Aaa

   -- Current Rating: Baa1, on review for possible downgrade

Class Description: $8,300,000 Class S-2 Floating Rate Notes Due
2011

   -- Prior Rating: Aaa

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

Class Description: $305,000,000 Class A-2 Floating Rate Notes Due
2047

   -- Prior Rating: Aaa

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

Class Description: $107,000,000 Class B Floating Rate Notes Due
2047

   -- Prior Rating: Aa2

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

Class Description: $36,000,000 Class C Deferrable Floating Rate
Notes Due 2047

   -- Prior Rating: A2

   -- Current Rating: Caa1, on review for possible downgrade

Class Description: $30,000,000 Class D Deferrable Floating Rate
Notes Due 2047

   -- Prior Rating: Baa2

   -- Current Rating: Caa3, 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 of asset-backed
collaterlized debt obligations securities.


UNITED RENTALS: S&P To Cut Rating to B+ Upon CCM Deal Closing
-------------------------------------------------------------
Standard & Poor's Ratings Services updated its CreditWatch listing
on Greenwich, Connecticut-based United Rentals Inc. to indicate
rating changes that will follow the close of the acquisition of
the company, expected to occur on Nov. 16, 2007,
by affiliates of Cerberus Capital Management L.P.  At that time,
Standard & Poor's will lower its corporate credit rating on URI to
'B+' from 'BB-' and assign the company a stable outlook.
     
Standard & Poor's has assigned 'BB' ratings to URI's proposed $1.5
billion senior secured first-lien revolving credit facility and
$1.1 billion senior first-lien term loan facility, with a recovery
rating of '1', indicating an expectation of very high (90%-100%)
recovery in the event of a payment default.  S&P assigned a 'B'
rating to the company's
$2.35 billion second-lien notes, with a recovery rating of '5',
indicating an expectation of modest (10%-30%) recovery.  The
ratings are subject to final terms and conditions.
     
S&P will withdraw its ratings on URI's existing debt, which is not
on CreditWatch, once the company completes its expected tender for
all outstanding bonds and the existing credit facilities are
replaced with the proposed new credit facilities.
     
URI is the North America's largest construction equipment rental
company, with more than 690 locations in 48 states, Canada, and
Mexico.
      
"The ratings on URI reflect its weak business risk profile based
on its participation in the cyclical, highly competitive, and
fragmented equipment rental sector, as well as its aggressive
financial policy and highly leveraged financial profile, which
will follow the company's buyout by private equity firm Cerberus,"
said Standard & Poor's credit analyst John Sico.  "Somewhat
moderating these risks are its position as the world's largest
provider of equipment rentals and good geographic, product, and
customer diversity."
     
The expected outlook is stable.  The ratings and outlook
incorporate flattening-to-declining industry conditions compared
with the recent healthy industry fundamentals.  Near-term ratings
upside is limited because of the significant increase in leverage
and the likelihood that near-term debt
reduction will have a modest impact on debt leverage.  The stable
outlook reflects S&P's expectation that the company will sustain
its operating performance and financial and acquisition
discipline.

An integral factor will be the company's ability to generate free
cash flow over the industry cycle and effectively manage capital
spending in line with industry demand. Because
the SEC inquiry remains unresolved, the rating does not
incorporate an adverse outcome from the ongoing SEC review or from
shareholder lawsuits.  Meanwhile, the industry is undergoing
further consolidation, and because of its cyclical
nature and considerable M&A activity, the rating does not
incorporate debt-financed acquisitions or mergers.


UNITED RENTALS: Moody's Assigns B2 Corporate Family Rating
----------------------------------------------------------
Moody's Investors Service assigned United Rentals Inc. a Corporate
Family Rating of B2, a Probability of Default Rating of B2, a
Speculative Grade Liquidity Rating of SGL-2 and a stable ratings
outlook.  Moody's also assigned the following ratings to the debt
that will be issued by United Rentals (North America) Inc. in
order to fund the acquisition of United Rentals Inc. by Cerberus
Capital Management LP.

   -- $2.60 billion first priority senior secured credit facility
      Ba2, LGD2, 14%

   -- $2.55 billion second priority senior secured notes, due 2014
      B2 LGD4, 57%

   -- $1.35 billion senior unsecured bridge facility Caa1 LGD5,
      88%

   -- Unsecured exchange notes (P) Caa1 LGD5, 88%

The ratings have been assigned in conjunction with the
$6.9 billion leveraged buyout acquisition of URI by Cerberus and
will result in a relatively high debt burden for the company at
the same time that demand for equipment rental services may be
experiencing a downturn.  Most of the existing debt of United
Rentals will be repaid or convert to equity as part of the LBO
transaction.  However, existing securities that remain will
experience a significant diminution in credit quality due to the
stripping of protective covenants or effective subordination.
Consequently Moody's took these actions with respect to United
Rental's existing ratings:

   -- 6.5% convertible quarterly income preferred securities
      of United Rentals Trust I: to Caa1 LGD6, 96% from B3 LGD6,
      96%;

   -- Senior and senior subordinate notes: to Caa1 LGD6, 96% from
      B1 LGD3, 45% and B3 LGD5, 81% respectively;

   -- $144 million of 1.875% convertible subordinate notes due
      2023: to Caa1 LGD6, 96% from B3 LGD5, 81%;

   -- Corporate Family Rating: B1 CFR withdrawn.

The LBO will increase the debt load (reflecting Moody's standard
adjustments) from $3.6 billion to approximately $6.4 billion, with
2007 pro forma leverage, increasing from 2.7x to approximately to
4.8x. Although the increase in leverage is significant and growth
rates for non-residential construction demand are expected to be
slightly positive to flat over the next two years, Cerberus' plans
to reduce URI's cost structure and to maximize free cash flow by
reducing fleet capital expenditure.  Additionally, URI's large
scale enables the company to leverage administrative costs and to
defend against the impact of regional weakness by moving fleet to
maximize efficiency. This operating flexibility affords URI an
important competitive advantage relative to smaller equipment
rental companies.  Moody's expects that URI's core competitive
strengths, combined with the planned cost reductions, should
enable the company to reduce leverage during 2008 and thereby
maintain credit metrics that are supportive of the B2 CFR despite
a softening in equipment demand.

URI will continue to face several challenges including the ongoing
cyclicality of the equipment rental sector, the continued need to
fund its rental fleet and weakened credit metrics.  The company's
higher leverage makes it vulnerable to potential adverse financial
risks and could hinder the company's flexibility in a downturn.
These credit metrics will position URI as one of the more
leveraged companies in the rated equipment rental sector.  
Nevertheless, the company's plan to lower costs and generate free
cash flow to reduce debt should strengthen debt protection
measures in the intermediate term.

The stable outlook reflects Moody's belief that URI's debt
protection measures should improve over the intermediate term.  
URI should be able to weather future cyclical downturns much
better than in the past due to the emphasis on lowering operating
costs, improving internal efficiencies, the diverse branch network
and commitment to maintain ample liquidity.

The Ba2 rating assigned to the $2.60 billion first priority senior
secured credit facility (rated three notches above the corporate
family rating) reflects and LGD2, 14% loss given default
assessment.  The credit facility has a claim priority effectively
senior to that of the other rated debts because of the first lien
position, and benefits from the presence of a large amount of
effectively junior debt in the capital structure.

The B2 rating assigned to the $2.55 billion second priority senior
secured notes, due 2014 (rated at the corporate family rating)
reflects an LGD4, 57% loss given default assessment.  The notes
are secured on a second lien basis and would rank in order of
recovery ahead of the senior unsecured bridge facility.

The Caa1 rating assigned to the $1.35 billion senior unsecured
bridge facility (rated two notches below the corporate family
rating) reflects an LGD5, 88% loss given default assessment.  The
notes are unsecured and effectively junior to the secured debts in
a recovery scenario.  After one year, the senior unsecured bridge
facility will convert to a seven-year term loan.  Amounts under
the bridge facility can be exchanged for equivalent notes with
similar terms.  Therefore, a prospective rating has been applied
to the senior unsecured notes of (P) Caa1 LGD5, 88%.

The Caa1 rating assigned the 6.5% convertible quarterly income
preferred securities of United Rentals Trust I (rated two notches
below the corporate family rating) reflects an LGD6, 96% loss
given default assessment.  The securities are obligations of
United Rentals Trust I, a stand-alone subsidiary of URI, and are
not guaranteed by URNA or any of the operating subsidiaries,
making the QUIPS structurally subordinated to all other existing
debts in the capital structure.  Moody's expects that QUIPS that
do not convert to equity will remain outstanding after the
transaction closes.

The SGL-2 Speculative Grade Liquidity rating reflects Moody's
belief that the company will maintain a good liquidity profile
over the next 12 month period.  The rating anticipates
availability under the company's revolving credit facility, which
will be approximately $919 million at closing in consideration of
the initial draw down and letter of credit commitments should be
sufficient to fund operational needs over the next 12 months.  The
SGL rating is constrained however but the level of negative cash
flow during the seasonal build of equipment purchases and by the
fact that substantially all of the company's assets will be
encumbered by its first and second lien debts.

United Rentals, Inc. is the world's largest equipment rental
company.  URI operates approximately 700 rental locations
throughout the United States, Canada and Mexico.  The company
maintains over 20,000 classes of rental equipment having an
original equipment cost of $4 billion.


WADSWORTH CDO: Moody's Cuts Ratings on Three Note Classes to Low-B
------------------------------------------------------------------
Moody's Investors Service placed under review for possible
downgrade these notes issued by Wadsworth CDO, Ltd.:

Class description: $800,000,000 Class A-1A Senior Secured Floating
Rate Notes due 2046

   -- Prior Rating: Aaa

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

Class description: $256,000,000 Class A-1B Senior Secured Floating
Rate Notes due 2046

   -- Prior Rating: Aaa

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

In addition, Moody's also downgraded and left on review for
possible downgrade the following notes:

Class description: $72,500,000 Class A-2 Senior Secured Floating
Rate Notes due 2046

   -- Prior Rating: Aaa

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

Class description: $38,000,000 Class B Senior Secured Floating
Rate Notes due 2046

   -- Prior Rating: Aa2

   -- Current Rating: Baa1, on review for possible downgrade

Class description: $15,000,000 Class C Senior Secured Deferrable
Floating Rate Notes due 2046

   -- Prior Rating: A2

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

Class description: $8,250,000 Class D Secured Deferrable Floating
Rate Notes due 2046

   -- Prior Rating: Baa2

   -- Current Rating: Ba3, on review for possible downgrade

Class description: $1,375,000 Class S-1A Subordinated Notes due
2046

   -- Prior Rating: Ba1

   -- 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
residential mortgage-backed securities and collateralized debt
obligation securities.


WCI COMMUNITIES: Expects $46 Mil. Annual Savings from 575 Job Cut
-----------------------------------------------------------------
WCI Communities Inc. is implementing a net reduction in force of
about 575 employees and is expected to generate annual savings of
approximately $46 million in salaries and benefits, in response to
continued soft demand in its markets.  

The costs associated with this restructuring are estimated to be
$5.4 million, of which approximately $1 million was incurred in
the third quarter and the balance will be incurred in the fourth
quarter.

As a part of this restructuring, David Fry will assume the post of
chief operating officer and will be responsible for WCI's Florida
Tower Homebuilding in addition to his previous responsibilities
for the company's traditional homebuilding, real estate services
and amenities lines of business.

In the new organizational structure, the Northeast and Mid-
Atlantic traditional homebuilding regions will be combined,
reporting to Mr. Fry.  The Northeast and Mid-Atlantic Tower
Homebuilding divisions will also be combined and will report
directly to the company's CEO.

"This prolonged downturn requires that we continue to assess our
overhead and make reductions in order to remain viable through the
trough of this cycle," Jerry Starkey, president and CEO, said.  
"We have been fortunate to retain the talent needed to navigate
this tough time in the industry, and we believe we have the key
leaders in place to respond to increased demand -- whenever that
may occur.  Our remaining workforce of roughly 2,100 employees
represents a 46% reduction from our peak employment in mid 2006 of
3,889 employees."

The company's board of directors also has agreed to significantly
reduce its compensation.  Six members of the board representing
the largest shareholders, specifically,
Don E. Ackerman, Nicholas Graziano, Carl Icahn, Keith Meister,
David Schechter and Craig Thomas, well as Charles E. Cobb, Jr.,
each have agreed commencing Oct. 5, 2007, to forego all director
compensation for the balance of calendar year 2007 and for all of
calendar year 2008.

Additionally, Hilliard M. Eure, III, chairman of the audit
committee, and Jonathan Macey each has agreed, commencing
Oct. 5, 2007 and for all of calendar year 2008, to receive reduced
annual director compensation in the aggregate amount of $50,000,
to be paid in cash on a quarterly basis in 2008 and to be pro-
rated for the balance of 2007, in lieu of the director
compensation to which they were entitled.

                      About WCI Communities

Headquartered in Florida, WCI Communities Inc. (NYSE: WCI) --
http://www.wcicommunities.com/-- is a home builder catering to     
primary, retirement, and second-home buyers in Florida, New York,
New Jersey, Connecticut, Maryland and Virginia.  The company
offers both traditional and tower home choices and features a wide
array of recreational amenities in its communities.  In addition
to homebuilding, WCI generates revenues from its Prudential
Florida WCI Realty Division and its recreational amenities, well
as through land sales and joint ventures.  The company currently
owns and controls developable land on which the company plans to
build about 20,000 traditional and tower homes.

                          *     *     *

As of Aug. 8, 2007, the company holds Moody's B3 long-term
corporate family rating and probability of default rating.  
Moody's placed the company's senior subordinate rating at Caa2.  
The outlook is negative.

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


WESTLAKE CHEMICAL: S&P Holds All Ratings and Revises Outlook
------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Westlake
Chemical Corp. to negative from stable.  S&P affirmed all ratings
on the company, including the 'BB+' corporate credit rating.
     
At the same time, S&P assigned its 'BB+' rating to Westlake's
proposed $250 million senior unsecured revenue bonds maturing in
2032, to be issued by The Louisiana Local Government Environmental
Facilities and Community Development Authority, of the State of
Louisiana.  Westlake will be the obligor on the bonds.  Proceeds
from the proposed bonds are expected to be utilized to fund
ongoing and planned capital expenditure programs in 2007 through
2010.
     
At Sept. 30, 2007, Houston, Texas-based Westlake had about $457
million in debt (including unfunded postretirement benefit
obligations and adjustments to capitalize operating leases
outstanding).
      
"The outlook revision reflects our view that the increase in debt
will reduce somewhat the cushion available at the current rating
for unexpected downturns in Westlake's commodity chemical
businesses," said Standard & Poor's credit analyst Paul Kurias.  
"This also comes at a time when the operating
environment is expected to get more challenging."
     
S&P expect earnings in Westlake's businesses--chlorovinyls and
olefins/polyolefins--to weaken.  In the chlorovinyl segment,
earnings are likely to be negatively affected by the continuing
weakness in the market for new housing, which reduces demand
prospects for PVC resin and products.  In the olefins sector,
earnings are likely to be hurt by the prospect of large new
global capacity additions, slated to come onstream in the next few
years, leading to an expected global surplus in this sector.  
Although Westlake's financial risk has increased somewhat, S&P
expect credit measures, which are currently strong for the rating,
to be appropriate at the current rating.
     
The ratings on Westlake reflect the company's weak business
position in its domestically focused commodity olefins and
chlorovinyl businesses, cyclical end markets, near-term prospects
for a slowdown in the key housing market, and medium-term concerns
of global oversupply in the olefins/polyolefin market.  These
risks are partially offset by credit measures
that are strong for the rating and a prudent financial policy,
which the company has demonstrated through its low debt usage
through a cycle.  Additional strengths include a fair degree of
manufacturing integration and a favorable domestic market share in
a key product, low density polyethylene.


WHEELING PITTSBURGH: CEO Urges Shareholders to Vote for Merger
--------------------------------------------------------------
James P. Bouchard, chairman and chief executive officer of  
Wheeling Pittsburgh Corporation, encouraged shareholders to vote
for the proposed merger between Wheeling-Pitt and Esmark
Incorporated.  A special shareholder meeting to vote on the
combination with Esmark will be on Nov. 27, 2007.

Mr. Bouchard stated in a letter that Wheeling-Pitt cannot continue
to be viable as a standalone entity without a stronger balance
sheet, reduced cost structure, and a broader, larger and more
profitable customer base because of its debts.

The merger will address the problem by immediately bringing fresh
capital into New Esmark of at least $50 million and as much as
$200 million.  Esmark's largest shareholder, Franklin Mutual
Advisers, has agreed to guarantee that New Esmark will receive
$200 million for the issuance of shares of New Esmark in
connection with the purchase rights feature of the combination,
Mr. Bouchard continued.
    
For additional information or free copies of the proxy
statement/prospectus, contact Wheeling-Pitt's proxy solicitation
agent, Innisfree M&A Incorporated at (888) 750-5834 (toll-free).  

                     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.


YOUBET.COM: Earns $67,000 in Third Quarter Ended September 30
-------------------------------------------------------------
Youbet.com Inc. disclosed the third quarter of 2007 income of
$67,000, compared to a loss of $440,000 in the prior-year quarter.
Total handle for the three months ended Sept. 30, 2007, declined
5.0% as compared to the third quarter of 2006, to $205.8 million.  
Total revenue for the quarter, however, improved 3% from the third
quarter of 2006 to $38.1 million, as a result of an improved
handle at Youbet Express, its online ADW platform.

Handle for the three-month period ended Sept. 30, 2007 at Youbet
Express increased 12.6% with yield on this handle improving to
6.7% from 6.0% in the prior-year period.  For the three months
ended September 30, 2007, handle at IRG declined 26% with yield
declining to 2.0% from 2.3% in the prior-year period.  The decline
in total handle was a result of the loss of racetrack content from
TrackNet Media LLC, primarily affecting our IRG subsidiary.

For the third quarter of 2007, totalizator service revenue at
United Tote of $6.2 million was flat compared to the prior-year
period Equipment sales improved slightly to $300,000 from
$100,000 in the prior-year period.

For the three months ended Sept. 30, 2007, the cost of revenue
remained essentially flat at $25.8 million compared to the prior-
year period.  Gross profit for the three months ended Sept. 30,
2007 improved 9% to $12.3 million versus $11.3 million in the
prior-year period.

Youbet CEO Chuck Champion commented: "So far, 2007 has been
challenging for several reasons, but we are making progress
despite some negative outside influences.  Our initiatives at
Youbet Express to redirect wagering activity to more profitable
tracks, as well as drive volume through promotions and marketing
programs, are reflected in the strong performance at this
division.  Our cost-cutting initiatives, some of which were
reflected in our improved operating margins for the quarter, are
beginning to take hold. Unfortunately, our IRG subsidiary has
struggled with the loss of content, although it still showed a
profit for the quarter."

Mr. Champion added, "Recent events outside of our control,
including the federal investigation of several IRG customers and
the ORC decision to stop taking wagers from the District of
Columbia, both occurring subsequent to the end of the third
quarter have again put the company in a less than ideal operating
environment.  Despite these distractions, we continue to move
forward on our cost containment program and to grow our Youbet
Express wagering platform.  We continue to work within the
industry to secure a level playing field for all ADW providers,
and we believe recent positive events in California could be the
beginning of a significant change in how the industry addresses
the ADW distribution channel."

Operating expenses for the three months ended Sept. 30, 2007
increased $400,000, or 4%, to $12.0 million from $11.6 million in
the prior-year period.  The company also recorded a non-cash
$400,000 impairment of goodwill related to its Bruen operations as
a result of its annual review of impairment in accordance with
SFAS 142.

The company may be required to take a one-time charge of
approximately $1.5 million in the fourth quarter of this year
associated with the seizure of funds by federal agents in Nevada
in connection with the investigation of several customers by the
U.S. Attorney's office.  The company also anticipates that other
charges that are one-time and non-cash in nature may also have to
be addressed in the fourth quarter.  It expects these charges
would be at the IRG operating subsidiary and related to the
ongoing investigation.

                   Nine Month Operating Results

Total revenue for the nine months ended Sept. 30, 2007 improved 6%
to $110.4 million from $104.4 million in the year-ago period.
Total handle for the nine months ended Sept. 30, 2007 increased 2%
to $594.9 million.  Handle for the nine-month period ended Sept.
30, 2007 at Youbet Express increased 8.9%, with yield on this
handle improving to 7.1% from 6.6% in the prior-year period.  For
the nine months ended September 30, 2007, the handle at IRG
declined 7%, with the yield at 2.3% as compared to the prior-year
period of 2.4%.

Totalizator service revenue for the nine months ended Sept. 30,
2007, improved 7.0% to $18.3 million from $17.1 million in the
comparable prior-year period, largely due to including results for
a full nine months, as United Tote was acquired in mid-February
2006.

For the nine months ended Sept. 30, 2007, the cost of revenue
increased by 4% compared to the prior-year period.  For the nine
months ended September 30, 2007, track fees, licensing fees and
network operations recorded year-over-year percentage changes of
2%, 1% and -7%, respectively, versus the prior-year period.
Contract costs for the nine months ended Sept. 30, 2007 increased
to $12.6 million from $9.9 million in the year-ago period, with
most of the increase due to a full nine months worth of results
for United Tote (acquired in mid-February 2006) in 2007.  Gross
profit for the nine months ended Sept. 30, 2007 increased 8% to
$36.7 million compared to $33.9 million in the year-ago period.

                 Liquidity and Capital Resources

As of Sept. 30, 2007, the company had net working capital of
$1.3 million, compared to $5.0 million at Dec. 31, 2006 (including
the current portion of the company's deferred tax assets).  The
decline in working capital primarily relates to a decline in year-
over-year earnings, continued pay down of the company's term loan
by $800,000, a one-time make-whole payment to the former owners of
United Tote of $4.5 million and a $1.0 million increase in
performance earn-out payment to the former owners of IRG.

As of Sept. 30, 2007, the company had $11.1 million in cash and
cash equivalents, $5.3 million in restricted cash and
$16.2 million in debt.  Net cash provided by operating activities
for the nine months ended Sept. 30, 2007 was $5.1 million.  Net
cash used in investing activities for the nine months ended
Sept. 30, 2007 was $9.8 million, of which $3.1 million was
associated with the IRG acquisition earn-out.  Net cash used in
financing activities was $5.3 million, with most of this
attributed to debt reduction and the repurchase of shares.

During the quarter, the company utilized $1.0 million to
repurchase 586,766 shares of the company's common stock at a
weighted average price of $1.71 per share under the company's
share repurchase program (which allows the company to repurchase
up to two million common shares by March 2009 at an aggregate
price not to exceed $10 million).

As of Sept. 30, 2007, the company's balance sheet showed total
assets of $93.1 million, total liabilities of $43.6 million, and
total stockholders' equity of $49.5 million.

                     Company Suspends Guidance

Given recent events surrounding the current investigation by the
U.S. Attorney's Office concerning several IRG customers who may
have used telephone rebate wagering services, including those
offered by IRG, in an allegedly illegal manner, as well as the
possible suspension of IRG's license by the ORC, the company is
suspending guidance.

                     Wells Fargo Waives Default

Last week, Youbet entered into a waiver of default and side letter
agreement with Wells Fargo Foothill Inc., the administrative agent
under the company's credit agreement.  

Youbet and United Tote Company, Inc., were borrowers under a
credit agreement dated as of July 27, 2006 with Wells Fargo
Foothill, as administrative agent and sole lender.  

The credit facility with an aggregate amount of $19 million was
used by Youtube to acquire United Tote in 2006, Frank Angst of
Thoroughbred Times related Tuesday.

A default in the credit agreement resulted when the United States
government seized on Oct. 11, 2007, IRG Services Inc.'s
$1.5 million account held in the Bank of America NA.  IRG is
Youbet's offshore rebate group.

                          About Youbet.com

Youbet.com Inc. (NASDAQ: UBET) -- http://www.youbet.com/--   
provides technology and pari-mutuel horse racing content for
consumers through Internet and telephone platforms and a supplier
of totalizator systems, terminals and other pari-mutuel wagering
services and systems to the pari-mutuel industry.  Youbet is a
licensed and legal online advance deposit wagering, company
focused on horse racing primarily in the United States.  

It also operates through its International Racing Group
subsidiaries, IRG U.S. Holdings Corp., IRG Holdings Curacao, N.V.,
International Racing Group N.V., and IRG Services Inc.
(collectively, IRG).

Through its United Tote subsidiaries, UT Gaming Inc., United Tote
Company and United Tote Canada (collectively, United Tote), the
Company provides totalizators and related services.  On Oct. 9,
2006, Youbet acquired the privately-held Bruen Productions
International Inc., a full-service broadcast production company.


YOUBET.COM: Joseph Barletta Tenders Resignation from Board
----------------------------------------------------------
Joseph F. Barletta on Monday submitted his resignation as a
director on Youbet.com Inc.'s board of directors effective that
day.  Mr. Barletta had served as a director since December 2002.

Mr. Barletta had no disagreement with management or with another
member of the board of directors with respect to Youbet's
operations, policies or practices that arose in connection with,
or was otherwise related to, his resignation.

As reported in the Troubled Company Reported yesterday, Youbet
terminated services agreement with David Marshall Inc. as part of
its ongoing efforts to reduce costs.  In a letter dated Oct. 26,
2007, Mr. Marshall submitted his resignation from the Youbet Board
of Directors effective that day.

                    Wells Fargo Waives Default

Last week, Youbet entered into a waiver of default and side letter
agreement with Wells Fargo Foothill Inc., the administrative agent
under the company's credit agreement.  

Youbet and United Tote Company, Inc., were borrowers under a
credit agreement dated as of July 27, 2006 with Wells Fargo
Foothill, as administrative agent and sole lender.  

The credit facility with an aggregate amount of $19 million was
used by Youtube to acquire United Tote in 2006, Frank Angst of
Thoroughbred Times related Tuesday.

A default in the credit agreement resulted when the United States
government seized on Oct. 11, 2007, IRG Services Inc.'s
$1.5 million account held in the Bank of America NA.  IRG is
Youbet's offshore rebate group.

                         About Youbet.com

Youbet.com Inc. (NASDAQ: UBET) -- http://www.youbet.com/--   
provides technology and pari-mutuel horse racing content for
consumers through Internet and telephone platforms and a supplier
of totalizator systems, terminals and other pari-mutuel wagering
services and systems to the pari-mutuel industry.  Youbet is a
licensed and legal online advance deposit wagering, company
focused on horse racing primarily in the United States.  

It also operates through its International Racing Group
subsidiaries, IRG U.S. Holdings Corp., IRG Holdings Curacao, N.V.,
International Racing Group N.V., and IRG Services Inc.
(collectively, IRG).

Through its United Tote subsidiaries, UT Gaming Inc., United Tote
Company and United Tote Canada (collectively, United Tote), the
Company provides totalizators and related services.  On Oct. 9,
2006, Youbet acquired the privately-held Bruen Productions
International Inc., a full-service broadcast production company.


* Andrea Schwartz Joins Fulbright & Jaworski Law Firm
-----------------------------------------------------
Andrea B. Schwartz, a former law clerk for a U.S. Bankruptcy Court
judge, has recently joined the international law firm Fulbright &
Jaworski L.L.P.

As a senior counsel based in the New York office, Ms. Schwartz
will continue to handle nationally significant matters, as she
did at her prior firm, Golenbeck Eisenman Assor Bell & Peskoe
L.L.P.

"In the current period of economic volatility, our clients,
as contract parties, creditors and debtors, face increasing
pressures," said Evelyn H. Biery, the head of Fulbright's
Bankruptcy, Reorganization and Creditors' Rights Department.  "A
litigator with excellent credentials and experience, Andrea
enhances our capacity to serve our clients in a key location."

Beyond Schwartz's experience handling numerous bankruptcy and pre-
bankruptcy matters, she has handled substantial business and
commercial litigation, commercial transactions, fraudulent
transfer and preference litigation, asset purchases, sales and
energy litigation.  In the course of her practice, she has
represented creditors, committees, bondholders, indenture
trustees, debtors and trustees in bankruptcy and creditors'
rights litigation involving asset sales, fraudulent transfers,
disclosure statements, plan confirmations and settlements.

Fulbright's bankruptcy team was a natural fit, Schwartz said.  
She cited the international law firm's extensive experience
representing creditors and debtors in restructure, refinance and
insolvency litigation, including bankruptcy and persons buying
from, lending to and investing in chapter 11 debtors.

"I am thrilled to be a part of such an impressive team of
bankruptcy practitioners, who know how best to advise clients
facing the need to restructure, refinance or liquidate," Schwartz
said.  "Fulbright shows great foresight when it comes to serving
clients' needs and provides top-notch service to a broad base
of international clients.  The firm's collegial atmosphere,
international presence and dedication to diversity, client service
and giving back to the community made the difference for me."   

Schwartz served as a law clerk to U.S. Bankruptcy Judge Gloria M.
Burns and is admitted to practice law in New York, California,
Pennsylvania and New Jersey.  Additionally, she is admitted to
practice before the U.S. District Courts for the Southern and
Eastern Districts of New York and the District of New Jersey, the
U.S. Courts of Appeal for the Second and Third Circuits, the U.S.
Tax Court and the U.S. Supreme Court.

"Andrea is an accomplished attorney whose bankruptcy and business
litigation experience enhances our existing bankruptcy team," said
Bill Bush, the head of Fulbright's New York office.  "We are
pleased Andrea has joined us as we continue to strategically grow
our practices in New York.  In recent years, we have improved on
our historic strength in corporate transactions and built out of
our litigation and intellectual property practices in order to
serve our clients' diverse global needs."

                    About Fulbright & Jaworski

Founded in 1919, Fulbright & Jaworski LLP --
http://www.fulbright.com/-- is a full-service international law   
firm, with nearly 1,000 lawyers in 16 locations in Austin,
Beijing, Dallas, Denver, Dubai, Hong Kong, Houston, London, Los
Angeles, Minneapolis, Munich, New York, Riyadh, San Antonio, St.
Louis and Washington, D.C.  Fulbright provides a full range of
legal services to clients worldwide.

The 2007 BTI survey of FORTUNE 1000 general counsel chose
Fulbright as "The BTI Client Service 30" A-Team and Corporate
Board Member magazine named Fulbright among the top 20 corporate
law firms in the U.S. in their survey of board members of public
companies.


* Donlin Retained as Claims Agent for Blackhawk's Chapter 11 Case
-----------------------------------------------------------------
Donlin Recano & Company Inc. will provide claims, noticing,
balloting and distribution services in the bankruptcy case of
Blackhawk Automotive Plastics Inc.

Blackhawk Automotive Plastics recently filed for Chapter 11
bankruptcy protection in the United States Bankruptcy Court for
the Northern District of Ohio Eastern Division.  The bankruptcy
court has retained Donlin Recano to serve as Blackhawk Automotive
Plastic's agent to provide bankruptcy administration services,
utilizing Web-based services to manage the noticing, claims,
balloting and distribution process.  This technology will also
simplify data sharing between debtors and creditors.

The bankruptcy team will be led by William I. Kohn, Esq., and
David M. Neumann, Esq., of Benesch, Friedlander, Coplan & Aronoff
LLP in Cleveland, OH.

Said Scott Y. Stuart, Esq., Managing Director at Donlin Recano,
"We are pleased to be able to showcase our technology-based
solutions, which have and will continue to provide efficient
ways to reach creditors and other relevant case parties."

                       About Donlin Recano

Headquartered in New York City, Donlin Recano --
http://www.donlinrecano.com/-- is a claims management company
that has served over 200 national clients across a broad range
of industries and business sectors.  Working with counsel,
turnaround advisors and the affected company, Donlin Recano helps
organize and guide Chapter 11 clients through administrative
bankruptcy tasks, including provision of Web site-accessible
information, formation of professional call centers, management
of claims, balloting, distribution and other administrative
services.  The company also provides Web based information
services for creditors committees as required by The Bankruptcy
Abuse Prevention and Consumer Protection Act of 2005.


* Moody's Says Hedging Rarely Alters Ratings for Oil & Gas Firms
----------------------------------------------------------------
Hedging rarely lifts credit ratings for oil and gas exploration
and production companies, even though it protects their revenues
from commodity price swings, says Moody's Investors Service in a
new report.  While beneficial in some circumstances, these
programs often reflect companies' strategic challenges, ones that
hedging by itself will not fix.

"An extensive hedging program is rarely a positive driver for an
E&P company's credit rating," says Moody's Vice President/Senior
Analyst Peter Speer.  "Often they are initiated as a necessary
response to fundamental operating, cost and financial structure
weaknesses rather than undertaken from a position of strength."

To study the effects of hedging on E&P credit drivers, Moody's
examined the hedging results of six investment grade and 16
speculative grade E&P companies from 2004 through the first half
of 2007.  All recorded hedging losses in 2004 and 2005 from rising
commodity prices, and mixed results after that.  In all,
cumulative net hedging losses totaled $11 billion.

Moody's says E&P managements are disinclined to hedge because
shareholders usually want exposure to oil and gas prices.  When
E&Ps do hedge, it is generally in response to a strategic
challenge such as high leverage after an acquisition or to support
aggressive drilling plans -- situations that benefit from the cash
flow stability that hedging creates.  But hedging also adds risks,
leaving a company more exposed during production interruptions,
placing pressure on liquidity or worsening the margin squeeze when
production costs rise.

While hedging can be the correct strategic choice, it is unlikely
to change a rating either up or down, says Moody's.  This in part
is because Moody's rating methodology for the E&Ps primarily
focuses on a company's scale and factors such as cost
competitiveness, capital productivity, and leverage.

"Over the medium to long term, what an E&P uses its cash flow for
and how productive it is with that cash flow are more critical to
its rating," says Speer.

The title of this Moody's Special Comment is "Hedging Not Always a
Safe Strategy."


* BOOK REVIEW: Ancient Law (Law Classic)
----------------------------------------
Author:     Henry James Sumner Maine
Publisher:  Beard Books
Paperback:  256 pages
List Price: $34.95

Order your personal copy at
http://www.amazon.com/exec/obidos/ASIN/1587980681/internetbankrupt

The book Ancient Law, written by Sir Henry Maine examines the
fascinating origins of human ideas and society as reflected in the
law.

This book is engrossing reading for all who may be interested in
the growth of human ideas and the origins of human society.

Its object is to reveal some of the earliest ideas of mankind,
reflected in Ancient Law, to point out the relation of those ideas
to later thought.

Early society, reflected in the law, begins with the group (the
family), not with the individual.

Covered are: ancient codes; legal fictions; law of nature and
equity; the modern history of the law of nature; primitive society
and ancient law; the early history of testamentary succession;
ancient and modern ideas respecting wills and successions; the
early history of property, contract, and delict and crime.

                             *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.  
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed chapter 11
cases involving less than $1,000,000 in assets and liabilities
delivered to nation's bankruptcy courts.  The list includes links
to freely downloadable images of these small-dollar petitions in
Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                             *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Marie Therese V. Profetana, Shimero R. Jainga, Ronald C. Sy,
Joel Anthony G. Lopez, Cecil R. Villacampa, Jason A. Nieva,
Melanie C. Pador, Ludivino Q. Climaco, Jr., Loyda I. Nartatez,
Tara Marie A. Martin, John Paul C. Canonigo, Sheena 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.

                    *** End of Transmission ***