TCR_Public/071123.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 23, 2007, Vol. 11, No. 278

                             Headlines



AEI: $685 Million PSEG Deal Cues Fitch to Affirm 'BB' Ratings
AFFILIATED COMPUTER: Replacement Directors Join Board
AMERICAN HOME: Court Approves Amended Terms of AHM Sale Deal
AMERICAN HOME: Modified Non-Insider Employee Retention Plan OK'd
AMERICAN HOME: Sec. 341(a) Creditors' Meeting to Resume Nov. 30

AMERICAN HOME: Settles Loan Servicing Disputes w/ Credit Suisse
ATHLETES WORLD: Forzani Group Discloses Acquisition Plans
BADRAN STORES: Case Summary & 20 Largest Unsecured Creditors
BANYAN CORP: Sept. 30 Balance Sheet Upside-Down by $420,448
BASIS YIELD: Joint Provisional Liquidators Seek Summary Judgment

BIG A DRUG: Case Summary & 19 Largest Unsecured Creditors
BOMBAY COMPANY: Court OKs Sale of Corporate Headquarters for $16MM
BOSTON SCIENTIFIC: Amends Pact to Settle Product Claims
BOYD GAMING: Fitch Affirms 'BB-' Issuer Default Rating
BROTMAN MEDICAL: Section 341(a) Meeting Scheduled for January 8

CABLE & CO: Continues Efforts to Meet AMEX Requirements
CANADA 3000: PwC Holds $758,000 Ready for Distribution
CARDTREND INTERNATIONAL: Posts $1,049,738 Net Loss in Third Qtr.
CATHOLIC CHURCH: Davenport Unable to File Plan by Nov. 16 Deadline
CATHOLIC CHURCH: Dismissal Order Issued in San Diego's Ch. 11 Case

CHAMPION PARTS: Taps McDermott Will as Special Counsel
CHAMPION PARTS: U.S. Trustee Unable to Appoint Creditors Committee
CITIGROUP COMMERCIAL: Fitch Holds 'BB+' Ratings on Two Classes
CITIGROUP COMMERCIAL: Fitch Holds Low-B Ratings on Six Classes
COINMACH SERVICE: S&P Retains Negative Watch on Completed Deal

CONCHITA SUPERMARKET: Case Summary & 5 Largest Unsecured Creditors
CONSTAR INT'L: Moody's Revises Outlook to Negative from Stable
DELTA FUNDING: Fitch Cuts Rating on Class B Trust to B from BB-
DONALD COON: Case Summary & 16 Largest Unsecured Creditors
DUNMORE HOMES: Gets Interim Nod for Pachulski Stang as Counsel

DUNMORE HOMES: Has Until Dec. 20 to File Schedules & Statements
ENVIRONMENTAL TECTONICS: Restatement Cues Default on PNC Bank Pact
EXIDE TECHNOLOGIES: Improved Financials Cue S&P to Lift Rating
FIELDSTONE MORTGAGE: Fitch Cuts Rating on $7.5MM Trust to BB
FOOT LOCKER: Posts $33 Mil. Net Loss in Quarter ended Sept. 30

FORD MOTOR: Al Ver to Retire as ACH CEO, COO and Vice President
FORD MOTOR: Russian Plant Workers Resume Strike
GARY KIMBERLIN: Case Summary & 20 Largest Unsecured Creditors
GENERAL GROWTH: Fitch Affirms 'BB' Issuer Default Rating
GENERAL MOTORS: UAW Members Wary on GM's Exposure to ResCap Woes

GEORGE PHILLIPS: Case Summary & Two Largest Unsecured Creditors
GHI AUTOMOTIVE: Case Summary & 18 Largest Unsecured Creditors
HARBORVIEW MORTGAGE: Fitch Holds 'BB' Rating on Class B-11 Loan
HOMETOWN COMMERCIAL: Fitch Holds 'B-' Rating on $559,000 Certs.
IKON OFFICE: $500MM Stock Repurchase Cues Moody's Rating Review

IKON OFFICE: $500 Mil. Stock Purchase Cues S&P's Negative Watch
INDYMAC ABS: Fitch Holds Junk Ratings on Three Cert. Classes
INNOVA ROBOTICS: Sept. 30 Balance Sheet Upside-Down by $4.06 Mil.
INROB TECH: Sept. 30 Balance Sheet Upside-Down by $896,291
INTERACT HOLDINGS: Sept. 30 Balance Sheet Upside-Down by $2.5 Mil.

JACK TAYLOR: Voluntary Chapter 11 Case Summary
JUDY ROSS: Case Summary & Eight Largest Unsecured Creditors
JULIA JACKSON: Case Summary & Nine Largest Unsecured Creditors
LARRY MORINIA: Case Summary & Eight Largest Unsecured Creditors
LB-UBS COMMERCIAL: Stable Performance Cues Fitch to Hold Ratings

LEVITT AND SONS: Can Hire Kurtzman Carson as Claims Agent
LEVITT AND SONS: Court Okays Berger Singerman as Bankr. Counsel
LEVITT AND SONS: Wants to Abandon Bank Collateral and Properties
LEVITZ FURNITURE: U.S. Trustee Balks at Jones Day Retention
LEVITZ FURNITURE: U.S. Trustee Forms Seven-Member Creditors Panel

LEVITZ FURNITURE: Wants to Hire FTI Consulting as Crisis Manager
LIFECARE HOLDINGS: Posts $13MM Net Loss in Qtr. ended Sept. 30
LONG BEACH: Fitch Downgrades Ratings on $695.4 Million Certs.
LONG BEACH: Fitch Junks Ratings on Two Certificate Classes
MAAX HOLDINGS: Adopts Management Retention Plan

MARATHON CORP: Case Summary & Six Largest Unsecured Creditors
MARCELLA MCCARTHY: Case Summary & 11 Largest Unsecured Creditors
MBS-LODGE: Case Summary & 20 Largest Unsecured Creditors
MCCLATCHY CO: Low Revenue Cues S&P to Cut Rating to BB from BB+
MORGAN STANLEY: Limited Pay Down Cues Fitch to Affirm Ratings

MOVIE GALLERY: Judge Tice Approves Store Closing Sales Procedures
NEPHROS INC: Appoints James S. Scibetta as Director
NEUROBIOLOGICAL TECH: Regains Nasdaq Listing Compliance
NEW CENTURY: Unlikely to File September 30 Quarterly Report
NY RACING: Amended Ch. 11 Plan to Pay Unsecured Creditors in Full

NY RACING: Plainfield's Motion to Terminate Excl. Periods Denied
OLEN CRAWFORD: Case Summary & Six Largest Unsecured Creditors
OSCAR ROJAS: Case Summary & Seven Largest Unsecured Creditors
PATHEON INC: Wesley Wheeler Appointed as Chief Executive Officer
PATIENT PORTAL: Posts $675,992 Net Loss in 3rd Qtr. Ended Sept. 30

PETRO ACQUISITIONS: Files for Chapter 11 in Ohio
PETRO ACQUISITIONS: Voluntary Chapter 11 Case Summary
POPE & TALBOT: Delays Filing of September 30 Form 10-Q
POPE & TALBOT: CCAA Proceedings Transferred to British Columbia
POPULAR ABS: Fitch Affirms 'BB-' Rating on $2.2 Million Certs.

PRUDENTIAL'S ROCK: Fitch Affirms 'B-' Rating on $4.5MM Certs.
QUEBECOR WORLD: Market Status Cues Refinancing Plan Withdrawal
RELIANT ENERGY: To Pay $10 Million to Equistar Under Agreement
RELIANT PHARMA: Agrees to Sell Assets to GSK for $1.65 Bil. Cash
RESIDENTIAL ASSET: Fitch Cuts Ratings on $13 Mil. Certificates

RESIDENTIAL ASSET: Fitch Holds 'BB+' Ratings on Two Classes
RESIDENTIAL ASSET: Fitch Lowers Ratings on Two Classes to BB
RESIDENTIAL CAPITAL: Mulls Merger with U.K. Lender Northern Rock
RICHARD ZUCARO: Case Summary & 19 Largest Unsecured Creditors
ROBERTO MARTINS: Case Summary & 20 Largest Unsecured Creditors

SAKS INC: Earns $21.6 Million in Third Quarter Ended Nov. 3
SAKS INC: Settles IDC Lawsuit on Improper Chargebacks
SALANDER-O'REILLY: Gets Interim Nod for Triax as Contractor
SCENIC HOLLOW: Case Summary & 10 Largest Unsecured Creditors
SCOTTS MIRACLE: Moody's Withdraws Ratings for Business Reasons

ST ALBANS: Case Summary & 12 Largest Unsecured Creditors
TARRAGON CORP: Must File June & Sept. Form 10-Q's by December 31
THINKPATH INC: Sept. 30 Balance Sheet Up-Side-Down by $2.3 Mil.
TRICADIA CDO: S&P Places 'BB' Rating Under Negative CreditWatch
UNITED RENTALS: Files Lawsuit Against Cerberus Capital

VALLEY HEALTH: Airs Cost-Cutting Plans; Intends to Cut Jobs by 2%
VIRGIN MOBILE: S&P Assigns 'B-' Corporate Credit Rating
WASTE TO CHARITY: Voluntary Chapter 11 Case Summary
WASHINGTON MUTUAL: Moody's Downgrades Ratings on 34 Tranches
WATERFORD EQUITIES: Connecticut Wants Chapter 11 Trustee Appointed

WENTWORTH ENERGY: Posts $2 Million Net Loss in Third Quarter
WESTLAKE DEVELOPMENT.: Voluntary Chapter 11 Case Summary
WHITING PETROLEUM: Registers Initial Public Offer of Units
WHITNEY SMITH: Case Summary & Largest Unsecured Creditor
WHOLE FOODS: Board Increases January 22 Dividend by 11%

WHOLE FOODS: Earns $34 Million in Quarter ended September 30

* Continued Credit Deterioration Leads Fitch to Review CDO's
* Fitch Downgrades Ratings on $29.8 Bil. of Structured Finance CDO
* Fitch Says US CMBS Deliquencies Fall to 0.28% in October 2007
* Moody's Takes Rating Actions on Various Classes
* S&P Lowers Ratings on 136 Tranches from 28 U.S. Hybrid CDO

* BOOK REVIEW: Building American Cities: The Urban Real Estate
               Game



                             *********

AEI: $685 Million PSEG Deal Cues Fitch to Affirm 'BB' Ratings
-------------------------------------------------------------
Fitch Ratings has affirmed AEI's (formerly Ashmore Energy
International) ratings as:

  -- Issuer Default Rating at 'BB';
  -- $1 billion term loan 'BB';
  -- $500 million revolving credit facility 'BB'.

The rating affirmation follows the announcement of AEI's agreement
to acquire a 50% indirect interest in Chilquinta Energia S.A. and
a 37.9% indirect interest in Luz del Sur S.A. and related
companies from Public Service Enterprise Group for $685 million as
well as various other recently completed and pending acquisitions
and investments.  The Rating Outlook is Stable.

The affirmation incorporates the leveraging impact the acquisition
of Chilquinta and Luz del Sur and the other investments will have
on AEI.  These transactions are expected to be funded with a
combination of balance sheet cash, debt and equity which will
increase leverage both on a consolidated, and parent-only basis.  
Additional debt funded transactions or the absence of expected
equity funding may pressure credit quality over the medium term.  
Other recently completed acquisitions include acquisitions of
Calidda, Del Sur as well as the purchase of incremental ownership
interests in existing investments including San Felipe (formerly
Smith Enron Cogeneration), Puerto Quetzal Power, and Corinto.

The combination of these transactions is expected to increase
proforma (LTM June 30, 2007) total debt to EBITDA to approximately
3.5 times from 3x and net debt to EBITDA to 2.6x from 1.6x
assuming an equity offering of $330 million.  Consolidated debt
and EBITDA will increase to $4.8 billion and $1.4 billion,
respectively, on a proforma (LTM June 30, 2007) basis following
the closing of these transactions with $2.8 billion of the debt at
the project level. Holding company debt (including the PIK sub-
debt) is expected to increase to approximately $2 billion from
$1.3 billion.  Cash to AEI from its subsidiaries was approximately
$430 million in 2006 and was approximately $550 million (inclusive
of the sale proceeds of BLM) through the end of 3Q07.  Parent-only
leverage (including PIK sub-debt) is expected to increase to 3.6x
from 2.7x in the lower end of the rating category.  Parent-level
free cash flow is sufficient to service debt.  Parent company debt
service is expected to be approximately $125 million.  Fitch
expects that the company will continue to maintain sufficient cash
on the balance sheet to provide adequate liquidity in the
business.

Strategically, these investments are positive as they further
geographically diversify AEI.  In particular, Chilquinta and Luz
del Sur represent a significant presence in their respective
countries with long-term concession contracts, low- to moderately-
low leverage and ample liquidity.  This purchase marks AEI's entry
into Chile and strengthening of their presence in Peru following
the acquisition of Calidda, and further supports the company's
strategy of diversifying into stable countries with reasonable
regulatory frameworks.  Chilquinta is one of the largest power
distribution companies in Chile serving over 541,000 customers in
region V including the city of Valparaiso.  Luz del Sur is the
largest power distribution company, by sales, in Peru serving over
800,000 customers in the area of southern Lima.  Luz del Sur is a
solid asset with low leverage and stable cash flow.

The ratings also reflect AEI's portfolio of energy companies
focused in five lines of business including: power distribution,
power generation, natural gas transportation and services, natural
gas distribution, and retail fuel.  AEI's assets consist of 34
energy companies in which AEI has direct or indirect ownership
interest.  All of the assets are operating and generally
performing well.  AEI's operating assets have a relatively stable
base of revenues and cash flows as more than 90% of its revenues
are either from contracted Power Purchase Agreements or from
regulated energy businesses.  Contract and regulated revenues and
cash flows tend to be more stable and have lower business risk.  
Contracted revenues from long-term PPAs are primarily with
government-owned off-takers.  In addition, AEI has an experienced
operating management team.

Cash flows are geographically concentrated in Brazil (rated 'BB+'
by Fitch) and more generally in Latin America.  From a portfolio
standpoint, as of fiscal 2006, 90% of consolidated cash flows can
be attributed to companies located in Latin America and 73% of
consolidated cash flows are derived from Brazilian assets.  Cash
flow is concentrated in non-investment-grade countries and is
generally rated in the 'BB+/BB-' range. Additionally, AEI's cash
flow is concentrated in four key assets: Elektro (Brazil), Cuiaba
(Brazil), Promigas (Colombia), and Trakya (Turkey).  Forty percent
of 2006 EBITDA is attributed to power distribution, 19% to power
generation, 30% to natural gas transportation and services, 4% to
natural gas distribution, and 7% to retail fuel.

The largest cash flow contributor is expected to be Brazilian
power distribution company, Elektro, which at the end of fiscal
2006 represented approximately 37% of consolidated proforma EBITDA
and approximately 66% of AEI's dividend cash flow.  Elektro is a
very solid, well-managed, moderately low risk electric
distribution company serving almost 2 million customers in the
State of Sao Paulo.  Elektro's credit metrics are strong with low
leverage of total debt to EBITDA of 0.9 times for fiscal year-end
2006.

AEI owns and operates a portfolio of energy infrastructure assets
in power generation, power distribution, natural gas
transportation and services, natural gas distribution and retail
fuel.  AEI's portfolio, directly or indirectly, consists of 34
companies in 19 countries, most of which are located in Latin
America.  The company's largest asset is Brazilian electric
distribution company, Elektro, which represents approximately 37%
of consolidated proforma EBITDA, and 66% of fiscal 2006
consolidated cash flow to parent company AEI.


AFFILIATED COMPUTER: Replacement Directors Join Board
-----------------------------------------------------
The independent directors of Affiliated Computer Services Inc.'s
board of directors have completed their review of the replacement
directors proposed by Darwin Deason, chairman of the board.  No
shareholders suggested any alternative nominees to those nominated
by Mr. Deason.

"We have determined that we have no reason to conclude that the
nominees are not independent of Mr. Deason and the company's
management," Dennis McCuistion said.

Effective Nov. 21, 2007, Messrs. Robert B. Holland, III, J.
Livingston Kosberg, Dennis McCuistion, Joseph P. O'Neill and Frank
A. Rossi resigned from the company's board.  The remaining
directors have appointed Frank Varasano, Ted B. Miller, Jr.,
Richard W. Spears, and Kurt R. Krauss to fill the resulting
vacancies.

Mr. John H. Rexford also resigned from the company's board
effective Nov. 21, 2007, leaving the board to consist of four
independent directors and two management directors.  Neither Mr.
Deason nor any member of the company's management or board  has
any prior relationship with any of the newly elected independent
directors.

                         Frank Varasano

Mr. Varasano, 61, served as executive vice president of Oracle
Corporation from 1999 to 2001, where he was responsible for
marketing, sales and consulting to Oracle's 400 largest product
producing clients and was a member of the executive committee.  

Prior to that, Mr. Varasano held several senior management
positions during his 26-year tenure at Booz Allen Hamilton.  As a
senior vice president, he led Booz Allen Hamilton's engineering
and manufacturing practice, New York office and United States
regional profit center.

He also served on the firm's board of directors and executive
committee.  From 2005 to 2006, Mr. Varasano served as a director
of Loudeye Corporation, serving on the compensation committee and
the special committee that led the analysis and review of the sale
of Loudeye to Nokia Corp.

Mr. Varasano holds a Masters in Business Administration from
Harvard Business School and a Bachelor of Science Degree from the
United States Naval Academy. He also served as an officer aboard
the USS Patrick Henry, a nuclear submarine.

                       Ted B. Miller, Jr.

From 1996 to 2001, Mr. Miller, 56, was the chief executive officer
of Crown Castle International Corp., a wireless communications
company he founded in 1995 which grew from start up to an $11.1
billion market capitalization.  He was chairman of the Crown
Castle board of directors from 1999 to 2002.  

Prior to founding Crown Castle, Mr. Miller was involved in the
commercial real estate development, management and brokerage
business and various investments including the media business as
an original licensee of Blockbuster Video.  Mr. Miller is
currently managing director of Imperium International LLC and
president of 4M Investments LLC, both international private
investment companies.

He is currently the chairman and majority shareholder of
M7 Aerospace LP, an internationally diversified aerospace service,
manufacturing and technology company. He is also vice chairman and
majority shareholder of Intercomp Technologies LLC, a payroll
outsourcing company with operations in Europe. Mr. Miller received
a Juris Doctor from Louisiana State University and a Bachelor of
Business Administration from the University of Texas.

                       Richard W. Spears

From 1980 to 1992, Mr. Spears, 71, was senior vice president, law
and human resources, of Ashland Oil Inc., then a Fortune 100
company.  From 1992 to 2003, he was a co-owner and director of
Kentucky Bank and Trust Co.  From 1992 to 1994, Mr. Spears served
as of counsel to Greenebaum, Doll & McDonald PLLC, a corporate law
firm with offices in Kentucky, Ohio, Tennessee and the District of
Columbia.

Currently, Mr. Spears is President and a director of Ashmark,
Inc., a private retail venture which he co-founded.  Mr. Spears
received a Bachelor of Laws from the University of Kentucky
College of Law and a Bachelor of Arts in Economics from Georgetown
College.
           
                        Kurt R. Krauss

From 1978 to 1992, Mr. Krauss, 58, was a partner with Booz Allen
Hamilton.  He also served on the firm's board of directors and
executive committee.  From 1992 to 1997, Mr. Krauss was managing
partner of the Mead Group, a management consulting firm which he
founded with offices in Greenwich, Connecticut, and London,
England.

From 1997 to 2000, he served as chief financial officer of Burson-
Marsteller, a public relations and public affairs firm. Currently,
Mr. Krauss is the managing member of Sachem Investments LLC, an
investment company he founded in 2001.

Mr. Krauss currently serves on the board of directors of Prescient
Medical Inc., for which he is the audit committee chairman, and
has served on the boards of directors of Zila, Inc., Loudeye
Corporation and several other not-for-profit organizations.

Mr. Krauss received a Master of Science in Industrial
Administration from Carnegie-Mellon University and a Bachelor of
Arts in Mathematics from Heidelberg College.

                 About Affiliated Computer

Headquartered in Dallas, Affiliated Computer Services Inc. (NYSE:
ACS) -- http://www.AffiliatedComputer-inc.com/ -- provides  
business process outsourcing and information technology solutions
to world-class commercial and government clients.  The company has
more than 58,000 employees supporting client operations in nearly
100 countries.  The company has global operations in Brazil,
China, Dominican Republic, India, Guatemala, Ireland, Philippines,
Poland, and Singapore.

                          *     *     *

As reported in the Troubled Company Reporter on Nov 6, 2007,
Standard & Poor's Ratings Services kept its 'BB' corporate credit
and senior secured ratings on Dallas-based Affiliated Computer
Services Inc. on CreditWatch with negative implications, where
they were placed on March 20, 2007.


AMERICAN HOME: Court Approves Amended Terms of AHM Sale Deal
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has
approved the amended terms of a purchase agreement between
American Home Mortgage Investment Corp., its debtor-affiliates,
and Wilbur Ross' AH Mortgage Acquisition Co. Inc.

A copy of the Amended APA is available for free at:

     http://bankrupt.com/misc/AHM_2ndAmended_APA.pdf

As reported in the Troubled Company Reporter on Nov. 13, 2007,
the amendment was prompted by DB Structured Products Inc.'s
intention to appeal before the U.S. District Court for the
District of Delaware the order of the Bankruptcy Court approving
the sale of the Debtors' loan servicing business to AHM
Acquisition, free and clear of liens, claims and interests.

The Debtors are expected to sell their loan servicing business to
AHM Acquisition Co. Inc. for approximately $500,000,000, under
a two-stage closing process.  Included in the approved sale are
certain of the Debtors' rights and obligations arising out of a
master mortgage loan purchase and servicing agreement between the
Debtors and DBSP.

DB Structured Products asked the Bankruptcy Court to issue a
limited stay of the sale order solely insofar as it would
authorize the assignment of, and otherwise impair DBSP's rights
under, the MLPSA, pending an expedited appeal that it intends to
take to the District Court.

Accordingly, the Debtors asked the Court to deny DBSP's motion
given that they have recently agreed to a modification of the
purchase agreement as it relates to the sale and transfer of DBSP
servicing rights.

Under the amended purchase agreement, DBSP's servicing rights
are placed on a separate schedule, "Disputed Servicing
Agreements."

Pending a decision on DBSP's appeal, the mortgage loans under the
MLPSA will continue to be serviced by the Debtors through the
later of the final closing and Sept. 30, 2008, and the portion of
the total purchase price under the purchase agreement relating to
the unpaid principal balance of the loans serviced under the MLPSA
will be escrowed, subject to the final resolution of the appeal.

On Nov. 6, 2007, DBSP filed with the Court a notice stating that
it is withdrawing the stay motion.

                       About American Home

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

American Home Mortgage and seven affiliates filed for chapter 11
protection on Aug. 6, 2007 (Bankr. D. Del. Case Nos. 07-11047
through 07-11054).  James L. Patton, Jr., Esq., Joel A. Waite,
Esq., and Pauline K. Morgan, Esq. at Young, Conaway, Stargatt &
Taylor LLP represent the Debtors.  Epiq Bankruptcy Solutions LLC
acts as the Debtors' claims and noticing agent.  The Official
Committee of Unsecured Creditors 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. 16, Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


AMERICAN HOME: Modified Non-Insider Employee Retention Plan OK'd
----------------------------------------------------------------
At American Home Mortgage Investment Corp. and its debtor-
affiliates' behest, the U.S. Bankruptcy Court for the District of
Delaware authorized, but not required, the Debtors to modify their
non-insider employee retention plan to:

    -- deem the assignments of the transferring employees
       complete;

    -- pay the employees' deferred payments and final payments
       upon the initial closing of sale of the Debtors' loan
       servicing business; and

    -- return the employees' salaries to the levels in existence
       prior to the implementation of the Plan.

On October 30, 2007, the Court approved the sale of the Debtors'
servicing business to AH Mortgage Acquisition Co. Inc.  Under the
terms of the Asset Purchase Agreement, the Sale will close in two
steps -- the Initial Close, and the Final Close.  Between the
Initial Close and the Final Close, the Debtors will operate the
Servicing Business.

In August 2007, the Court approved a Non-Insider Employee
Retention Plan proposed by the Debtors.  However, at the time the
Plan was approved, it was not contemplated that the sale of the
Servicing Business would be structured as a two-step process with
an Interim and Final Close.  Rather, it was envisioned that at the
time the Debtors received the proceeds from the sale of the
Servicing Business, the employees either would be terminated or
transferred to the purchaser and the employees would be paid
their Deferred Payments and Final Payments.

The Debtors initiated the Non-Insider Employee Retention Plan in
order to successfully maintain the Debtors' Servicing Business
throughout the sale process.  

With the sale approved, the Debtors sought to modify the Non-
Insider Employee Retention Plan to deem the assignments of the
Transferring Employees complete and to pay them their Deferred
Payments and Final Payments upon the Initial Close.

Upon payment of the Deferred Payments and Final Payment, the Non-
Insider Employee Retention Plan with respect to the Transferring
Employees will terminate and the salaries of the Transferring
Employees and will return to the level that would have been in
place for the Non-Insider Employee Retention Plan with whatever
amendments that may be implemented by the Purchaser after the
Initial Close.

The Debtors proposed to pay the Employees their Deferred Payments
and Final Payments and return their salaries to the level that
would have been in place since their assignment would be complete
upon the initial close.  

                       About American Home

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

American Home Mortgage and seven affiliates filed for chapter 11
protection on Aug. 6, 2007 (Bankr. D. Del. Case Nos. 07-11047
through 07-11054).  James L. Patton, Jr., Esq., Joel A. Waite,
Esq., and Pauline K. Morgan, Esq. at Young, Conaway, Stargatt &
Taylor LLP represent the Debtors.  Epiq Bankruptcy Solutions LLC
acts as the Debtors' claims and noticing agent.  The Official
Committee of Unsecured Creditors 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. 16, Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


AMERICAN HOME: Sec. 341(a) Creditors' Meeting to Resume Nov. 30
---------------------------------------------------------------
Kelly Beaudin Stapleton, the U.S. Trustee for Region 3, will
resume the meeting of American Home Mortgage Investment Corp.
and its debtor-affiliates' creditors on Nov. 30, 2007, at
10:00 a.m.  The meeting will be held at Room 2112, J. Caleb
Boggs Federal Building, 844 King Street, in Wilmington,
Delaware.

The first meeting was initially convened last Sept. 18, 2007.

This meeting of creditors, required under 11 U.S.C. Sec. 341(a)
in all bankruptcy cases, offers the one opportunity in a
bankruptcy proceeding for creditors to question a responsible
officer of the Debtor under oath about the company's financial
affairs and operations that would be of interest to the general
body of creditors.  All creditors are invited, but not required,
to attend.  

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. 16, Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


AMERICAN HOME: Settles Loan Servicing Disputes w/ Credit Suisse
---------------------------------------------------------------
American Home Mortgage Investment Corp. and its debtor-
affiliates obtained the U.S. Bankruptcy Court for the
District of Delaware's approval of a settlement agreement
that resolves the adversary proceeding under which an
affiliate of Credit Suisse First Boston asked the Court
to compel the Debtors to remit all mortgage payments and
turnover servicing rights with respect to loans CSFB purchased
from the Debtors.

Pursuant to a Master Repurchase Agreement, dated as of
September 13, 2006, (i) Credit Suisse First Boston Mortgage
Capital LLC purchased mortgage loans from American Home Mortgage
Corp., American Home Mortgage Acceptance Inc., American Home
Mortgage Servicing Inc., American Home Mortgage Investment Corp.,
and American Home Mortgage Holdings Inc., and (ii) the Debtors
were obligated to repurchase the loans at a later, agreed-upon
date.  CSFB contracted AHM Servicing to service the loans.  CSFB
owned loans exceeding $46,000,000 in unpaid principal balance as
of the Petition Date.

As of November 15, 2007, the Debtors are holding in a segregated
account (P&I account) $547,123 in principal and interest payments
made by the mortgagors under the Mortgage Repurchase Agreement.  
The Debtors are also holding in a segregated account (T&I
account) $36,938 in tax and insurance payments made by the
Mortgagors to the Debtors relating to the Mortgage Loans, whether
collected prior to or after the Petition Date.

In August 2, 2007, amidst deteriorating financial condition of
the Debtors, CSFB notified the Debtors that they have defaulted
under the Mortgage Repurchase Agreement and, as a result, their
obligations under the Agreement were immediately due and owing.  
In light of the Debtors' refusal to comply with the terms of the
notice, CSFB commenced a suit in the Debtors' Chapter 11 cases,
asking the Court to compel the Debtors to:

    -- remit to CSFB all amounts received on mortgage loans owned   
       by CSFB and remit all those collections to an account
       designated by CSFB and segregate funds;

    -- immediately transfer servicing rights to the successor
       servicer appointed by CSFB; and

    -- immediately transfer to CSFB the mortgage files relating
       to any purchased mortgage loans in the Debtors' possession
       or control, as well as all records, files and all other
       documents held by each Debtor relating to the purchase
       mortgaged loans.

The Debtors and certain CSFB affiliates are parties to other
agreements:

    -- A Master Repurchase Agreement, dated as of December 2,
       2003 (the Securities Repurchase Agreement), between Credit
       Suisse Securities (USA) LLC, formerly known as Credit
       Suisse First Boston LLC, and AHM Investment.  As of the
       Petition Date, AHM Investment owed CS Securities about   
       $1,600,000 on account of its repurchase obligations under
       the Agreement, and CS Securities is holding about
       $1,400,000 in cash collateral to secure AHM Investment's
       repurchase obligations.

    -- A Servicing Agreement dated as of October 31, 2005, among
       Wells Fargo Bank, N.A., as Master Servicer, Deutsche Bank
       National Trust Company, as Trustee, DLJ Mortgage Capital,
       Inc., as Seller, and AHM Servicing, as Servicer.

    -- An Amended and Restated Seller's Purchase, Warranties and
       Interim Servicing Agreement dated as of August 1, 2006,   
       among DLJ Mortgage Capital, American Home Mortgage Corp.
       and AHM Servicing.  AHM Corp. and AHM Servicing owed DLJ
       an unliquidated amount under the DLJ Purchase Agreement on
       account of "Early Payment Default" claims which could be
       in the amount of at least $2,800,000.

    -- A Master Securities Forward Transaction Agreement (the TBA
       Agreement), dated September 18, 2006, between CS
       Securities and AHM Corp.  AHM Corp. owed CS Securities
       approximately $837,656 under the TBA Agreement as of the
       Petition Date.

The Debtors and CSFB have reached Global Settlement Agreement to
compromise and settle their respective rights and obligations
under the Agreements and the Adversary Proceeding.

The parties agree that:

    a. Transfer of Servicing.  On a date that is designated by CS
       Mortgage, but no later than April 30, 2008, the Debtors
       will transfer to CS Mortgage or its designee, all right,
       title, and interest in the servicing of the mortgage        
       loans under the Mortgage Repurchase Agreement.

    b. Servicing Transfer Cooperation.  The Debtors, CS Mortgage
       and its designee, if any, will cooperate in connection
       with the transfer of the Servicing Rights and will use
       good-faith efforts to cause the transfer in an efficient
       non-disruptive manner.

    c. Mortgage Files.  The Debtors will use good-faith efforts
       to ensure any and all instruments, agreements and other
       books, records, and reports and data with respect to
       Mortgage Loans are intact.

    d. Construction Loan Information.  The Debtors will provide
       CS Mortgage all information and documents within their
       possession concerning the three Mortgage Loans that
       are construction loans.

    e. Sale of the Mortgage Loans.  CS Mortgage, in its sole
       discretion, may market and offer the Mortgage Loans for
       sale at any time pursuant to one or more auctions for the
       sale or sales of each of the Mortgage Loans and the
       servicing rights related thereto.

    f. Sale Cooperation.  The Debtors will cooperate with CS
       Mortgage or its designee in connection with CS Mortgage's
       efforts to sell the Mortgage Loans.  

    g. Offering List.  Not less than three business days prior to
       the commencement of the solicitation for participants in
       the Auction(s), and subject to an appropriate form of
       confidentiality agreement to be executed between the
       Debtors and CS Mortgage, CS Mortgage will provide the
       Debtors with a list of individuals or entities to which CS
       Mortgage will market the Mortgage Loans.  CS Mortgage, in
       its sole discretion, will determine the qualified bidders.

    h. Participation.  CS Mortgage will have the right to
       participate in the Auction(s).

    i. Excess Proceeds.  In the event CS Mortgage sells the
       Mortgage Loans following the Auction(s) for an amount
       greater than the amounts advanced by CS Mortgage under the
       Mortgage Repurchase Agreement, CS Mortgage will turn over
       to the Debtors any proceeds received in excess of the
       Advance Amount as soon as practicable.

    j. Construction Loan Advances.  The Advance Amount will
       include any advances made by CS Mortgage in connection
       with the Construction Loans, including, without
       limitation, advances made following the date of the Global
       Settlement Agreement.

    k. Deficiency Claim; Rights to Object.  If CS Mortgage sells
       the Mortgage Loans for an amount that is in the aggregate
       less than the Advance Amount, CS Mortgage will have a
       general unsecured claim against the Debtors in an amount
       equal to the Advance Amount minus the proceeds received
       from the sale(s) of the Mortgage Loans provided, however,
       the Debtors and the Official Committee of Unsecured
       Creditors may object to the allowance of the Deficiency
       Claim only on these bases:

        (1) CS Mortgage's calculation of the Deficiency Claim was
            incorrect; or

        (2) the sale(s) of the Mortgage Loans was not done in a
            commercially reasonable manner under applicable state
            and federal law.

    l. Attorneys' Fees.  CSFB will have an allowed general
       unsecured claim for reasonable attorney's fees and
       expenses.  CS Mortgage will provide a summary fee
       statement of the fees and expenses which will be reviewed
       by the Debtors and the Official Committee of Unsecured
       Creditors may review for reasonableness.

    m. P&I Account; T&1 Account.  The Debtors will transfer to CS
       Mortgage or its designee, by wire transfer, all amounts in
       the T&I Account less any advances appropriately made by
       the Debtors.  On a monthly basis thereafter, the Debtors
       will transfer to CS Mortgage or its designee all amounts
       in the P&I Account.  Basing from the payment histories for
       the Mortgage Loans submitted by the Debtors, CS Mortgage
       will advise the Debtors if any payments posted or that
       should have been posted to the system were not included in
       the amounts transferred by the Debtors from the T&I
       Account and the P&I Account.  The Debtors will pay for any
       deficiencies.

    n. Set-off of Securities Cash Collateral.  CS Securities will
       be authorized to set off the Securities Cash Collateral
       against its claims under the Securities Repurchase
       Agreement.

    o. Waiver of Deficiency Claim.  After set-off of the
       Securities Cash Collateral, CS Securities will waive any
       deficiency claim under the Securities Repurchase
       Agreement.

    p. Turn Over of Securities.  CS Securities will turn over to
       the Debtors any Securities in CS Securities' possession
       that were delivered to CS Securities by AHMC under
       the Securities Repurchase Agreement, consisting of:

         (i) 026931AH8        AMERICAN 2007-A 1M2
        (ii) 026931AJ4        AMERICAN 2007-A 1M3
       (iii) 02693lAQ8        AMERICAN 2007-A 2M6
        (iv) 026931APO        AMERICAN 2007-A 2M5
         (v) 026933AG6        AMERICAN 2007-A 4M6
        (vi) 026933AEI        AMERICAN 2007-A 4M4
       (vii) 026933AF8        AMERICAN 2007-A 4M5
           
     q. Principal & Interest.  AHM will be authorized to retain
        any principal and interest collected on account of the
        Securities after the Petition Date.

     r. The TBA Agreement.  CS Securities will waive the TBA
        Claim.

     s. The EPD Claim.  DLJ will waive the EPD Claim.

     t. Release by Debtors.  CSFB releases the Debtors from         
        any and all claims and actions arising from or relating
        to the Agreements.

     v. Limitation of Releases.  The releases will not include or
        have any effect upon these claims and causes of action:

           * Claims of Credit Suisse Cayman Islands Branch or
             AHM Investment, AHM Servicing, AHM Corp., and AHM
             Acceptance arising from or relating to the the
             Second Amended Restated Credit Agreement entered
             into on August 10, 2006, by and between the Debtors
             and Bank of America, as Administrative Agent, and
             certain lenders, including Credit Suisse Cayman
             Islands;

           * The Debtors' right to assert that the sale(s) of the
             Mortgage Loans was not conducted in a commercially
             reasonable manner under applicable state and federal
             law;

           * The Debtors' right to assert a claim against CS
             Mortgage if, after the date the Debtors transfer
             servicing of the Construction Loans to CS Mortgage,
             CS Mortgage takes any action or fails to make an
             advance in accordance with the agreements governing
             the Construction Loans, which causes damage to the
             related mortgaged properties and for which a related
             borrower under a Construction Loan asserts a claim
             against a Debtor related to the action or failure
             to advance by CS Mortgage; and

           * Claims or causes of action of CSFB or the Debtors
             that arise from or are related to any other contract
             between CSFB and Debtors.

    w. The Adversary Proceeding.  The Parties agree that the
       Adversary Proceeding will be dismissed with prejudice.

                       About American Home

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

American Home Mortgage and seven affiliates filed for chapter 11
protection on Aug. 6, 2007 (Bankr. D. Del. Case Nos. 07-11047
through 07-11054).  James L. Patton, Jr., Esq., Joel A. Waite,
Esq., and Pauline K. Morgan, Esq. at Young, Conaway, Stargatt &
Taylor LLP represent the Debtors.  Epiq Bankruptcy Solutions LLC
acts as the Debtors' claims and noticing agent.  The Official
Committee of Unsecured Creditors 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, Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000).


ATHLETES WORLD: Forzani Group Discloses Acquisition Plans
---------------------------------------------------------
The Forzani Group Ltd. said Wednesday that it proposes to acquire
100% of bankrupt Athletes World Limited.

The acquisition of Athletes World, Forzani said, will be financed
through existing credit facilities.

Forzani said that Athletes World will seek court approval of the
transaction later this week.  If that approval is granted, it is
expected that the transaction will close at the end of November
subject to the satisfaction of conditions customary in a
transaction of this nature.  Following the acquisition, Forzani
intends to support the continuation of the restructuring of
Athletes World under the Companies' Creditors Arrangement Act.

In its most recently csompleted fiscal year, Athletes World
generated $186 million in revenues, and currently operates 138
stores.

The acquisition of Athletes World represents a great opportunity
for Forzani to add another recognized national banner.  Forzani
management believes that Forzani buying power, operational
expertise and experience will provide the necessary platform on
which to base Athletes World's long-term profitability upon its
emergence from CCAA proceedings.

In order to maintain Athletes World's positioning and identity,
Forzani anticipates that Athletes World will, as it has with its
other banners, maintain dedicated office staff, store employees
and operational functions.  Once the proposed acquisition is
completed, senior management of Forzani will host a conference
call to discuss the acquisition and its plans for the Athletes
World banner.

As reported in the Troubled Company Reporter on Nov. 7, 2007,
Athletes World Ltd., Canadian unit of Bata Ltd., filed for
protection from its creditors under the Companies' Creditors
Arrangement Act with the Ontario Superior Court of Justice on
Oct. 30, 2007.

The company, which is losing money to competitors and facing
thousand of dollars in tax claims, said it hopes to sell off its
assets through the bankruptcy process.  The company has been in
negotiation with Michael Gold relating to the sale of the
company's assets and had reached an agreement last May.  However,
Mr. Gold backed out on the deal on October 29 which led to the  
company's bankruptcy filing the next day.

Athletes World owes about $152 million, about $115 million of
which is owed to its parent company, Bata.

                     About The Forzani Group

The Forzani Group Ltd. (TSX: FGL) -- http://www.forzanigroup.com/
-- is Canada's largest national retailer of sporting goods,
offering a comprehensive assortment of brand-name and private-
brand products, operating stores from coast to coast, under
corporate banners: Sport Chek, Coast Mountain Sports, Sport Mart,
National Sports and Hockey Experts.  The company also retails on-
line at -- www.sportmart.ca -- and provides a content rich
sporting goods information site at -- www.sportchek.ca --  The
Forzani Group is also a franchisor under the banners: Sports
Experts, Intersport, Econosports, Atmosphere, Tech Shop, Pegasus,
The Fitness Source and Nevada Bob's Golf.

                       About Athletes World

Headquartered in Ontario, Athletes World Ltd. is a shoe retailer
with over 100 stores in Canada.  It is the only remaining Canadian
retailer unit of Bata Ltd., -- http://www.bata.com/-- a privately   
owned global shoe manufacturer and retailer.  Bata is led by a
third generation of the Bata family.  With operations in 68
countries, Bata is organized into four business units.  Bata
Canada, based in Toronto, serves the Canadian market with 250
stores.  Based in Paris, Bata Europe serves the European market
with 500 stores.  With supervision located in Singapore, Bata
International has 3,000 stores to serve markets in Africa, the
Pacific, and Asia, Finally, Bata Latin America, operating out of
Mexico City, sells footwear throughout Latin America.  Bata owns
more than 4,700 retail stores and 46 production facilities.  Total
employment for the company exceeds 50,000.


BADRAN STORES: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Badran Stores Corp.
        Calle Atocha #24
        Ponce, PR 00730

Bankruptcy Case No.: 07-06728

Chapter 11 Petition Date: November 13, 2007

Court: District of Puerto Rico (Old San Juan)

Debtor's Counsel: Madeline Soto Pacheco, Esq.
                  Lube & Soto Law Offices, P.S.C.
                  702 Calle Union Apt G-1
                  Condominio Unimar
                  San Juan, pr 00907-4202
                  Tel: (787) 722-0909

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's list of its 20 Largest Unsecured Creditors:

   Entity                       Nature of Claim     Claim Amount
   ------                       ---------------     ------------
Rubio Imports, Inc.             Trade debt              $107,591
P.O. Box 3933
Aguadilla, PR 00605

Flamingo, Inc. Distribuidora    Trade debt               $63,288
P.O. Box 9066537
San Juan, PR 00906

Banco Santander Puerto Rico     Trade debt               $45,000
P.O. Box 362589
San Juan, PR 00936-2589

Fun Tech Imports, Inc.          Trade debt               $39,160

Royal Manufacturing Inc.        Trade debt               $38,462

Linen Universe                  Trade debt               $36,360

Golden Sheets Factory, Inc.     Trade debt               $29,000

Nucci International Corp.       Trade debt               $25,976

Crest Home Design               Trade debt               $25,116

Goldenvale, Inc.                Trade debt               $24,434

Tomas R. Rivera & Hijo          Trade debt               $23,103

Vicente, Inc.                   Rent arrears             $23,000

Horizon Int'l. Shipping, Inc.   Trade debt               $22,451

Gindi Imports, Ltd.             Trade debt               $19,232

Suarez Sales Inc.               Trade debt               $17,093

Gold American Art Inc.          Trade debt               $16,761

Sandra Santiago Rivera, Esq.    Civil complaint          $16,264

Omega/Nabat Inc.                Trade debt               $16,000

Better Homes Plastics Corp.     Trade debt               $15,312

Lati Fashions Int. Inc.         Trade debt               $11,536


BANYAN CORP: Sept. 30 Balance Sheet Upside-Down by $420,448
-----------------------------------------------------------
Banyan Corp.'s consolidated balance sheet at Sept. 30, 2007,
showed $5,127,401 in total assets and $5,547,849 in total
liabilities, resulting in a $420,448 total shareholders' deficit.

The company's consolidated balance sheet at Sept. 30, 2007, also
showed strained liquidity with $2,416,260 in total current assets
available to pay $2,901,725 in total current liabilities.

The company reported a net loss of $1,232,913 on revenues of
$1,168,400 for the third quarter ended Sept. 30, 2007, compared
with a net loss of $565,527 on revenues of $1,432,204 in the same
period last year.

A decrease in revenue from the diagnostic testing business of
$281,300 accounted for most of the decrease in revenues.

Loss from operations increased to $349,630 in 2007 from income of
$217,855 in 2006 as a result of decreased revenue and increases in
selling, general and administrative expenses.

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?259e

                       Going Concern Doubt

Schwartz Levitsky Feldman LLP, in Toronto, expressed substantial
doubt about Banyan Corp.'s ability to continue as a going concern
after auditing the company's consolidated financial statements as
of the year ended Dec. 31, 2006.  The auditing firm pointed to the
company's recurring losses from operations, working capital
deficiency and net stockholders' deficit.

                        About Banyan Corp.

Headquartered in Beverly Hills, California, Banyan Corporation
(OTC BB: BANY.OB) operates in two segments of the health care
industry: diagnostic imaging and franchising Chiropractic USA
chiropractic clinics.  All clinics are operated by independent
entrepreneurs under the terms of franchise arrangements.


BASIS YIELD: Joint Provisional Liquidators Seek Summary Judgment
----------------------------------------------------------------
Hugh Dickson, Stephen John Akers and Paul Andrew Billingham,
as joint provisional liquidators and authorized foreign
representatives of Basis Yield Alpha Fund (Master), ask the U.S.
Bankruptcy Court for the Southern District of New York to issue
summary judgment recognizing Basis Yield's insolvency proceeding
pending before the Grand Court of the Cayman Islands pursuant to
Chapter 15 of the U.S. Bankruptcy Code.

Karen B. Dine, Esq., at Pillsbury Winthrop Shaw Pittman LLP, in
New York, tells the U.S. Court that not one party-in-interest has
opposed recognition or challenged the Foreign Representatives'
evidence that Basis Yield's "center of main interest" is located
in the Cayman Islands.  Ms. Dine asserts that Basis Yield is
entitled to the statutory presumption provided for in the
Bankruptcy Code that the Cayman Islands is the Fund's COMI
because the Cayman Islands is the location of its registered
office.

Given this presumption, together with the lack of any factual
dispute concerning the evidence already presented to the Court
that the Foreign Debtor's COMI is located in the Cayman Islands,
Ms. Dine contends that:

   -- the U.S. Court should not be compelled to expend further
      judicial resources; and

   -- the Foreign Representatives should not be required to
      expend significant amounts of time and money, to the
      detriment of Basis Yield's estate, producing additional
      evidence to the U.S. Court.

Ms. Dine points out that the sole response filed to the Foreign
Representatives' Recognition Motion was a limited objection by
Citigroup Global Markets Limited to the proposed form of order
granting recognition.  The Limited Objection, she notes, only
addresses the current form of proposed recognition order and
expressly states that CGML "takes no position on whether the
Joint Provisional Liquidators . . . have demonstrated the
propriety of recognition of [the Cayman Islands Proceeding] as a
main or non-main proceeding."  The Limited Objection does not
preclude a determination by the U.S. Court that the Foreign
Representatives are entitled to summary judgment at this time,
she says.

Basis Yield is the master fund in a master-feeder structure.  
Basis Yield has one active feeder fund -- Basis Yield Alpha Fund,
a registered mutual fund domiciled in the Cayman Islands and
regulated by the Cayman Islands Monetary Authority.  A further
Cayman Islands registered mutual fund, Basis Yield Alpha Fund
(US), was established with the intention of becoming Basis
Yield's second feeder fund.  BYAF(US) was intended to be marketed
to U.S. taxable investors.  BYAF(US) is currently, and has always
been, dormant, however, and holds no shares in Basis Yield.

Cayman Island-based Fortis Prime Fund Solutions (Cayman) Limited
serves as administrator to Basis Yield and each of its feeder
funds.  Basis Yield's investment manager is a Cayman Islands
company.

The Foreign Representatives have petitioned the High Court of
Justice, Chancery Division, Companies Court, in England pursuant
to Section 426 of the Insolvency Act of 1986, and obtained
recognition as joint provisional liquidators from the High Court
of Justice.  The Supreme Court of New South Wales also has
granted the Foreign Representatives' application for orders
compelling certain parties to turnover, among other things,
documents and funds in their possession.

"Third parties, including creditors, trading counterparties,
and/or investors of Basis Yield, have appeared in the proceedings
pending in the Cayman Islands and Australia; however, no foreign
court or party appearing before a foreign court has challenged
the basis for the liquidation proceeding in the Cayman Islands,"
Ms. Dine says.  "This remains true today."

Basis Yield has already produced sufficient evidence that the
Cayman Islands proceeding should be recognized as a Foreign Main
proceeding, Ms. Dine tells the Court.  Basis Yield is entitled to
the statutory presumption set forth in Chapter 15 and therefore,
should not be required to produce further evidence of COMI at a
full evidentiary hearing, Ms. Dine contends.

Ms. Dine points out that Section 1516(c) provides that "[i]n the
absence of evidence to the contrary, the debtor's registered
office, . . . is presumed to be the center of the debtor's main
interests."  The Foreign Representatives are entitled to the
benefit of the Bankruptcy Code's statutory presumption, Ms. Dine
tells the Court.

Other bankruptcy courts have made note of the presumption, Ms.
Dine notes.  In In re Tri-Continental Exch. Ltd., 349 B.R. 627,
635 (Bankr. B.D. Cal. 2006), Ms. Dine says the court held that
"[i]n effect, the registered office (or place of incorporation)
is evidence that is probative of, and that may in the absence of
other evidence be accepted as a proxy for, 'center of main
interests.' "

Congress expressly chose to incorporate the  statutory
presumption into the Bankruptcy Code when it enacted Chapter 15
to help foreign debtors preserve time and money for the benefit
of their true creditors, Ms. Dine asserts.  International law is
no different, she adds.  "[T]he simple presumption laid down by
the Community legislature in favour of the registered office of
that company can be rebutted only if factors which are both
objective and ascertainable by third parties enable it to be
established that an actual situation exists which is different
from that which locating it at that registered office is deemed
to reflect," Ms. Dine cites Bondi v. Bank of America, NA. (In re
Eurofood IFSC Ltd.), 2006 B.C.R. 1-3813, ~ 34 (B.C.J. May 2,
2006).

Ms. Dine also argues that the decision in In re Bear Stearns
High-Grade Structured Credit Strategies Master Fund, Ltd.; 374
B.R. 122 (Bankr. S.D.N.Y. 2007), appeal docketed, Case No. 07-
08730-RWS (S.D.N.Y. Oct. 10, 2007), supports application of the
presumptions provided for in Chapter 15 in Basis Yield's case.  
Ms. Dine explains that the Bear Stearns court characterized its
decision as refusing to "rubber-stamp" the foreign debtors'
request for recognition even in the absence of objections to
recognition.  The rationale throughout the Bear Stearns decision
makes clear that while recognition is not to be "rubber stamped"
by the court, a petitioner who has presented the required
evidence to establish its prima facie case of recognition, where
there is no evidence of a serious dispute about the petitioner's
true center of interest, is entitled to the presumption that its
registered office is its COMI, Ms. Dine says.

Unlike the Bear Stearns' case, no controversy regarding Basis
Yield's center of main interest -- serious or otherwise --
exists, and the facts before the U.S. Court are not doubtful,
according to Ms. Dine.

                            Key Dates

The Foreign Representatives and CGML have stipulated that
responses or objections, if any, to the Summary Judgment Motion
must be filed and served so as to be received on or before
December 6, 2007.  Replies, if any, to the Summary Judgment
Objections are due December 17.  Replies, if any, to CGML's
Limited Objection are due December 17.

The U.S. Court will convene a hearing on the Summary Judgment
Motion and all related responses on January 15, 2008, at 9:45
a.m. (New York time).  The hearing may continue as ordered by the
court.  The U.S. Court will also take up CGML's Limited Objection
and all related responses at the January 15 hearing.

                        About Basis Yield

Basis Yield Alpha Fund (Master) is a Cayman Islands mutual fund.
It operates as a master-feeder structure that allows investors'
funds to be channeled through two companies operating in a
single jurisdiction to a "master" company operating in the same
jurisdiction.  These two feeder funds are Basis Yield Alpha Fund
(US), a US feeder fund for US taxable investors, and Basis Yield
Alpha Fund, a non-US feeder for all other investors.

On Aug. 29, 2007, Hugh Dickson, Stephen John Akers, and Paul
Andrew Billingham filed a chapter 15 petition for Basis Yield
(Bankr. S.D.N.Y. Case No. 07-12762).  Karen Dine, Esq. at
Pillsbury Winthrop Shaw Pittman LLP represents the petitioners.
(Basis Yield Bankruptcy News, Issue No. 8; Bankruptcy
Creditors' Service Inc. http://bankrupt.com/newsstand/or     
215/945-7000).


BIG A DRUG: Case Summary & 19 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Big A Drug Stores, Inc.
        aka Drug Emporium
        aka Drug Barn
        aka Big A Pharmacy
        aka Drug Fair
        aka Camelot Drug
        12030 South Garfield Avenue
        South Gate, CA 90280
        Tel: (562) 633-9578

Bankruptcy Case No.: 07-20699

Type of Business: The Debtor operates a chain of 21 retail drug
                  stores, located throughout California.
                  The company's stores offer full service
                  pharmacies and over-the-counter drugs,
                  cigarettes, optical products, liquor,
                  general merchandise, groceries, beer and
                  wine, and beverages.
                  See http://www.bigadrug.com/

Chapter 11 Petition Date: November 19, 2007

Court: Central District Of California (Los Angeles)

Judge: Samuel L. Bufford

Debtor's Counsel: Steven R. Fox, Esq.
                  17835 Ventura Boulevard, Suite 306
                  Encino, CA 91316
                  Tel: (818) 774-3545
                  Fax: (818) 774-3707

Debtor's financial condition as of November 18, 2007:

   Total Assets: $18,788,648

   Total Debts:  $54,424,646

Debtor's list of its 19 Largest Unsecured Creditors:

   Entity                        Nature of Claim     Claim Amount
   ------                        ---------------     ------------
PNC Bank                         Broad Form UUC-1     $31,337,741
c/o Leo Plotkin                  and interest in 3       Secured:
Levy, Small & Lallas             leaseholds (Colma,    $9,599,145
815 Morage Drive                 La Palma and          Unsecured:
Los Angeles, CA 90049            South Gate)          $21,738,596

AmerisourceBergen                Junior Position      $18,000,000
c/o Morton Branzburg             UCC-1 in various
260 South Broad Street           assets, security
Philadelphia, PA 19102           value: $0

Core-Mark International, Inc.                          $1,604,114
c/o Robert Jackson
4495 Haleyville Street
Aurora, CO 80016

Edward Dallal                    Loan to Business        $960,000
c/o Daniel Weintraub
Weintraub & Selth
12424 Wilshire Boulevard
Suite 1120
Los Angeles, CA 90025

American Greetings Corp.         Vendor                  $215,052

Western Union                    Vendor                  $200,000

L&R Distributors, Inc.           Vendor                  $130,536

Southern CA Edison                                       $125,720
Promotions Unlimited Corp.       Vendor                   $98,382

Law Office of Brad S. Sures      Newark Landlord          $83,725
                                 Lease Arrearages

Variety Distributors, Inc.       Vendor                   $81,700

Hallmark Marketing Corp.         Vendor                   $74,250

PG&E                                                      $61,498

Quaker Sales & Distribution      Vendor                   $58,431

Gourmet Award Foods              Vendor                   $42,797

Focal Point Investment Banking   Vendor                   $40,000

COTY US LLC                      Vendor                   $39,191

Forrester & Vos Co.              Vendor                   $38,481

BIC USA, Inc.                    Vendor                   $37,980

Bargain Wholesale                Vendor                   $31,439


BOMBAY COMPANY: Court OKs Sale of Corporate Headquarters for $16MM
------------------------------------------------------------------
The Honorable D. Michael Lynn of the U.S. Bankruptcy Court for the
Northern District of Texas gave authority to The Bombay Company
Inc. and its debtor-affiliates to sell their corporate
headquarters and related assets.

As reported in the Troubled Company Reporter on Nov. 12, 2007, the
Debtors will sell theur corporate headquarters to Goff Capital
Inc. for $16.35 million.

The property is a seven-story, 122,000-square-foot building and a
parking garage at 550 Bailey Avenue in Fort Worth, Texas.

In addition, Goff Capital will be assuming the unexpired leases of
office spaces at the complex.  The Debtor also provided adequate
assurance of future performance pursuant to Section 365(f)(2) of
the U.S. Bankruptcy Code, and no cure amounts are required to be
paid to the office tenants pursuant to Section 365(b)(1).

The Court acknowledges that the sale agreement constitutes the
highest and best offer for the Bombay office complex and is
appropriate to maximize the value to the Debtors' estates.

                      About Bombay Company

Basedc in Fort Worth, Texas, The Bombay Company Inc., (OTC
Bulletin Board: BBAO) -- http://www.bombaycompany.com/-- designs,  
sources and markets a unique line of home accessories, wall decor
and furniture through 384 retail outlets and the Internet in the
U.S. and internationally, including Cayman Islands.

The company and five of its debtor-affiliates filed for Chapter 11
protection on Sept. 20, 2007 (Bankr. N.D. Tex. Lead Case No.
07-44084).  Robert D. Albergotti, Esq., John D. Penn, Esq., Ian T.
Peck, Esq., and Jason B. Binford, Esq., at Haynes and Boone, LLP,
represent the Debtors.  Attorneys at Cooley, Godward, Kronish LLP
act as counsel for the Official Committee of Unsecured Creditors.  
Forshey & Prostok LLP is the Committee's local counsel.

As of May 5, 2007, the Debtors listed total assets of $239,400,000
and total debts of $173,400,000.


BOSTON SCIENTIFIC: Amends Pact to Settle Product Claims
-------------------------------------------------------
Boston Scientific Corporation has reached an amended agreement to
settle claims associated with a series of product communications
issued by Guidant Corporation in 2005 and 2006.  Boston Scientific
acquired Guidant last year.  

This agreement amends a prior agreement Boston Scientific reached
in July 2007 to cover additional unanticipated claims.
The amended agreement was reached during mediation sessions
conducted before U.S. Magistrate Judge Arthur J. Boylan in
Minneapolis.

Under the terms of the amended agreement, subject to certain
conditions, Boston Scientific will pay a total of up to
$240 million.  The agreement covers 8,550 patient claims,
including all of those that have been consolidated in the U.S.
District Court for the District of Minnesota in a Multi-District
Litigation, well as other filed and unfiled claims throughout
United States.  As a result of the amendment, proceedings in
Minnesota state court have -- like the trials in the bellwether
cases in the MDL -- been stayed.

Under the terms of the prior agreement, Boston Scientific had
agreed to pay $195 million to settle over 4,000 claims in the MDL,
well as an undetermined number of additional similar claims.  The
company stated that the claims covered by the amended agreement
constitute substantially all currently asserted claims in the
United States arising from the 2005 and 2006 product
communications.

"We are pleased with this amendment, which is in the best interest
of all involved," Jim Tobin, president and chief executive officer
of Boston Scientific, said.

                   About Boston Scientific

Headquartered in Natick, Massachusetts, Boston Scientific
Corporation (NYSE: BSX) -- http://www.bostonscientific.com/--            
develops, manufactures and markets medical devices used in a
broad range of interventional medical specialties.  The company
has offices in Argentina, Chile, France, Germany, and Japan,
among others.

                          *     *     *

As reported in the Troubled Company Reporter on Oct. 23, 2007,
Standard & Poor's Ratings Services affirmed its ratings on Boston
Scientific Corp. (including the 'BB+' corporate credit rating) and
removed them from CreditWatch, where they were placed with
negative implications Aug. 3, 2007.  The rating outlook is
negative.


BOYD GAMING: Fitch Affirms 'BB-' Issuer Default Rating
------------------------------------------------------
Fitch Ratings has affirmed Boyd Gaming's credit ratings as:

  -- Issuer Default Rating at 'BB-';
  -- Senior Credit Facility at 'BB';
  -- Senior Subordinated Debt at 'B+'.

The ratings apply to roughly $2.2 billion of outstanding debt as
of September 30, 2007.  The Rating Outlook is Stable.  The Stable
Outlook is based on continued near-term stabilization of the Las
Vegas locals market and continued operating pressure at Blue Chip
and the Borgata.  Beyond the next couple of quarters, operating
results should benefit from hotel expansions at the Borgata (opens
in mid-2008) and Blue Chip (opens late 2008).

The ratings reflect Boyd's sizable and diversified portfolio of
quality assets, successful operating history, strong liquidity
position and solid credit metrics for the rating category.  Boyd's
credit benefits from being among the most diverse gaming operators
with significant geographic and customer diversification.  The
company's near-term credit profile and free cash flow generation
before dividends should continue to be solid since near-term
capital expenditures are limited primarily to its Blue Chip
expansion and spending on Echelon (its premier Las Vegas Strip
project that is just beginning to ramp up as construction began in
June 2007).  Other potential projects such as Dania Jai Alai
(Florida) and North Las Vegas have been delayed for the time
being.

However, there is near-term operating pressure at some of the
company's properties, which is likely to somewhat offset the
limited near-term spending profile.  The Four Winds casino (a
large tribal casino owned by the Pokagon Band of Potawatomi
Indians) recently opened in New Buffalo, Michigan near Boyd's Blue
Chip (Michigan City, IN) property and Harrah's is building a new
$485 mil riverboat to replace its Horseshoe Hammond facility.  
Blue Chip's revenues have declined 22%-23% in September and
October.  The Borgata in Atlantic City continues to face
additional competition from Pennsylvania and New York slot
additions as well as a partial smoking ban.  And Boyd's most
important market, the Las Vegas locals market, has had to digest
significant new capacity in the last 18 months while economic
strains on the local economy have grown.  However, the longer-term
economic fundamentals remain solid in the LV locals market and the
most recent quarter's results showed a return to revenue and
EBITDA growth for Boyd's properties in the LV locals market.

An additional credit concern includes the potential for increased
Echelon development costs.  Echelon is a $4.75 billion project
that consists of a $3.3 billion wholly owned portion, a $950
million hotel joint venture with Morgans Hotel Group Co., and a
$500 million retail joint venture with General Growth Properties
Inc.  MGM MIRAGE recently increased the cost for its large-scale
LV Strip project, CityCenter, to $7.8 billion from $7.4 billion
when it reported its Q307 earnings.  While project cost creep is a
concern, it is mitigated by the fact that Boyd currently has
enough liquidity to fund the project with its cash from
operations, Boyd's $4 billion bank facility, Borgata's cash
distributions, and the $850 million credit facility at Borgata.  
In addition, the company's project development pipeline is
discretionary and well staged.

Strong Liquidity Profile

As of September 30, Fitch calculates that Boyd had roughly $2.76
billion in liquidity including $2.7 billion available on its
credit revolver, $153 million in cash, and offset by an estimated
$97 million in cage cash.  In addition, Borgata has roughly $200
million available on its $850 million credit facility as it had
$656 million of debt outstanding as of September 30th.  The
company has effectively pushed out debt maturities to 2012 and
beyond.

Debt outstanding totaled $2.2 billion as of September 30.  
Spending on Echelon should drive higher debt balances later in
2008, but more significantly in 2009-2010, which is incorporated
into current ratings.  Current Fitch-adjusted LTM leverage and
coverage were roughly 3.9 times -4.0x and 4.0x, respectively as of
September 30th.  Fitch estimates peak leverage during the Echelon
development cycle could approach 6.5x-7.0x depending on the
company's other development plans, while Boyd's credit facility
allows for increasing leverage up to 7.5x in 2010.

Fitch's ratings incorporate only one notch differential on the
subordinated debt relative to the IDR because Fitch believes there
is significant asset value and over collateralization of debt.  
Fitch's ratings also incorporate a one notch differential on the
bank debt relative to the IDR because of over-collateralization
with security in the form of capital stock of Boyd's subsidiaries.  
That is a weaker form of collateral than the previous credit
facility, which had security in all of Boyd's real and personal
property including each of its wholly-owned casino properties.

Positive rating actions or change in outlook could be triggered
by:

  -- an equity offering or other capital raising activity that
     reduces the debt-supported funding requirements of
     Echelon;

  -- a meaningful re-acceleration of growth in the Las Vegas
     locals market with a near-term improvement in the local
     economy;

  -- better-than-expected operating results at the Borgata and
     Blue Chip.

Negative rating actions or change in outlook could be triggered
by:

  -- a sizable share repurchase program or substantial dividend
     increase (although this is limited by BYD's credit
     agreement);

  -- a significant increase in Echelon development cost;

  -- worse-than-expected operating pressure at the Borgata and
     Blue Chip;

  -- project costs for the development of North Las Vegas or
     Dania Jai Alai meaningfully beyond Fitch's current
     expectations.


BROTMAN MEDICAL: Section 341(a) Meeting Scheduled for January 8
---------------------------------------------------------------
The U.S. Trustee for Region 16 will convene a hearing of creditors
of Brotman Medical Center Inc. on Jan. 8, 2008, at 11:00 a.m., 725
S. Figueroa St., Room 2610 in Los Angeles, California.

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

All creditors are invited, but not required, to attend.  This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

Headquartered in Culver City, California, Brotman Medical Center
Inc. -- http://www.brotmanmedicalcenter.com/-- provides range of     
inpatient and outpatient services, as well as rehabilitation,
psychiatric care and chemical dependency.  The company filed
for Chapter 11 protection on Oct. 25, 2007 (Bankr. C.D. Calif.
Case No. 07-19705).  The Debtor selected Kurtzman Carson
Consultants LLC as its claims and noticing agent.  When the
Debtor filed for bankruptcy, it listed assets and debts between
$1 million and $100 million.


CABLE & CO: Continues Efforts to Meet AMEX Requirements
-------------------------------------------------------
In support of the definitive agreement to acquire INmarketing
Group Inc., Cable & Co. Worldwide Inc. planned to submit an
application to the American Stock Exchange for membership during
the year 2008.  

Actual timing of the application will depend upon various factors,
including the completion of audited financials for 2007 and
planned acquisitions.  As part of the process to uplist from the
pink sheets onto a major exchange, the company  is considering
submission of an application for uplisting to OTC.BB while it
continues efforts to meet qualification requirements for the AMEX.

"It is important to us and to our shareholders that Cable begin
compliance with AMEX requirements immediately," Gary Stein,
president of Cable, stated.  "We believe that we will meet most of
the listing requirements of the AMEX but for the share price.  
However, we believe that a case can be presented to waive the $3
threshold given the fact that we believe we meet each of the other
criteria."

"Cable is current in its SEC filing requirements and our Annual
Report on Form 10-K which is due next month will include audited
financials and all required disclosure with respect to our
acquisitions," Mr. Stein further stated.  "While recognizing that
Cable meets the minimum profitability and shareholder equity
requirements to qualify, we also recognize that uplisting to the
American Stock Exchange is not going to happen overnight, as
several things need to occur."

"Additional news, regarding our subsidiary LifeHealthCare Inc.
will be provided in the coming weeks, beginning mid-week next
week, and of course we will keep you apprised," Mr. Stein
concluded.

                  About Inmarketing Group Inc.

Based in New Jersey, InMarketing Group Inc. --
http://www.inmarketinggroup.com/--  is an incentive industry that  
deploys its exclusive, database-driven, web-enabled application to
reward program strategies.  INmarketing develops sales incentive
programs, a safety incentive program, service award, recognition
programs or customer loyalty programs for its customers.

                       About Cable & Co.

Headquartered in New York City, Cable & Co. Worldwide Inc. (Other
OTC: CCWW.PK) was a manufacturer, designer, importer and
wholesaler of men's shoes.  In 1997, the company filed for
bankruptcy chapter 11 protection in the Southern District of New
York.  Shortly after its filing, the company ceased all
operations.  While its bankruptcy filing was active, the company
turned over title to all of its assets to its
secured lender Heller Financial, Inc.  Subsequently, the
bankruptcy court closed the company's case on June 3, 1999.  

On Mar. 28, 2006, the company acquired all the stock of LifeHealth
Care Inc., by issuing 600,000,000 shares of the company's common
stock.  LifeHealth is a startup company focused on dental and
healthcare marketplace that has no revenues or tangible assets.

                      Going Concern Doubt

Chisholm, Bierwolf & Nilson LLC, in Bountiful, Utah, expressed
substantial doubt about Cable & Co. Worldwide Inc.'s ability to
continue as a going concern after auditing the company's financial
statements for the year ended Sept. 30, 2006.  The auditing firm
pointed to the company's recurring losses from operations and net
capital deficiency.


CANADA 3000: PwC Holds $758,000 Ready for Distribution
------------------------------------------------------
Six years after Canada 3000 Holidays ceased operating due to
bankruptcy, approximately $758,000 being held for refund to
ticket holders who did not get their vacations remains unclaimed,
according to PricewaterhouseCoopers Inc., the court-appointed
judicial trustee for Canada 3000 Holidays.

These funds are held in trust by PwC for distribution to
legitimate claims holders of Canada 3000 Holidays, also known as
C3 Aventure Limitee/C3 Leisure Limited.  These funds are not
available to claims against other entities that were part of the
bankrupt Canada 3000 group.

People in the target provinces with legitimate claims for a refund
from Canada 3000 Holidays were issued a claim reference code
beginning with the letter "V".  Refund claims against other Canada
3000 entities were given reference codes beginning with different
letters.

PwC has successfully processed about 40,000 refunds to customers
of the former Canada 3000 Holidays since November 2001, refunding
100 cents on the dollar.  Mail and checks to about 2,700
legitimate claimants have been returned as undeliverable.  These
are people who have likely moved or changed their name and have
not been successfully tracked down.

As judicial trustee, PwC would like to get these funds into the
hands of the people who paid for vacation travel that was never
realized.

The list of people with unsettled claims is posted to PwC's Web
site at -- http://www.pwc.com/brs-canada3000

People on this list are urged to contact the Canada 3000 Holidays
Claim Centre toll-free number at: 1 (888) 689-8233.

                     Background: Timeline

Nov. 8, 2001      Canada 3000 Airlines grounds its planes.

Nov. 9, 2001      Canada 3000 Airlines and related entities cease
                  operations.

Nov. 16, 2001     Canada 3000 Holidays files for bankruptcy.

Nov. 22, 2001     The British Columbia Court appoints PwC as
                  Judicial Trustee of Canada 3000 Holidays.

April 30, 2002    Deadline for Canada 3000 Holiday ticket
                  holders to file a claim for refund.

November 2002     The courts authorize payment of $0.40 on the
                  dollar of proven claims against Canada 3000
                  Holidays.

April 6, 2004     The courts authorize a further distribution of
                  $0.10 on the dollar of proven claims.

Dec. 9, 2005      The courts authorize PwC, as Judicial Trustee,
                  to pay 100% of all proven claims against Canada
                  3000 Holidays.

To arrange an interview with a PwC spokesperson to discuss this
update or the claims process, please contact: Jim Nelson, Esq., at
PwC, through telephone numbers (604) 806-7047.

                    About Canada 3000 Holidays

C3 Aventure Limitee/C3 Leisure Limited, dba Canada 3000 Holidays,
is a tour operator.  Its parent company is Canada 3000 Inc., which
operates airlines and travel agencies.  Other subsidiaries and
affiliates of Canada 3000 Inc. are Canada 3000 Airlines Limited/
Lignes Aeriennes Canada 3000 Limitee, Royal Aviation Inc., Holiday
Travel Consultants Ltd. (dba Canada 3000 Tickets), Canada 3000
Sales Limited, Canada 3000 Airport Services Limited, and Royal
Handling Inc.

On Nov. 9, 2001, Canada 3000 Airlines ceased operations.  
Following this date, Canada 3000 Airlines Limited and several
related companies went bankrupt.  PricewaterhouseCoopers Inc. was
appointed judicial trustee in bankruptcy of the companies.

C3 Leisure Limited, Holiday Travel Consultants Ltd. and Canada
3000 Sales Limited, in certain circumstances, were required to put
into trust monies received from customers for services not yet
provided.


CARDTREND INTERNATIONAL: Posts $1,049,738 Net Loss in Third Qtr.
----------------------------------------------------------------
Cardtrend International Inc. reported a net loss of $1,049,738 on
net revenue of $447,336 for the third quarter ended Sept. 30,
2007, compared with a net loss of $1,194,154 on net revenue of
$12,911 for the same period last year.

The improvement of the net revenue was due to the net revenues
generated by Cardtrend Systems Sdn. Bhd and Payment Business
Solutions Sdn Bhd which the company acquired at the end of October
2006 and early December 2006, respectively.

The decrease in net loss was mainly due to decrease in stock based
compensation and the gain in derivative liabilities.  

At Sept. 30, 2007, the company's consolidated balance sheet showed
$7,706,614 in total assets, $1,193,144 in total liabilities, and
$6,513,470 in total shareholders' equity.

The company's consolidated balance sheet at Sept. 30, 2007, also
showed strained liquidity with $631,898 in total current assets
available to pay $1,150,404 in total current liabilities.

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?259d

                    Going Concern Doubt

RBSM LLP, in New York, expressed substantial doubt about Cardtrend
International Inc., formerly Asia Payment Systems Inc.'s ability
to continue as a going concern after auditing the company's
consolidated financial statements as of Dec. 31, 2006, and 2005.  
The auditing firm reported that the company is experiencing
difficulty in generating sufficient cash flow to meet its
obligations and sustain its operations.

As of Sept. 30, 2007, the company had a working capital deficit of
$518,506 and an accumulated deficit of $13,205,760 since inception
of its business.

                  About Cardtrend International

Headquartered in Seattle, Cardtrend International Inc. (OTC BB:
CDTR) -- http://www.cardtrend.com/-- is the parent company of a  
group of payment and loyalty-reward related services companies.


CATHOLIC CHURCH: Davenport Unable to File Plan by Nov. 16 Deadline
------------------------------------------------------------------
The Diocese of Davenport did not deliver its plan of
reorganization to the U.S. Bankruptcy Court for the Southern
District of Iowa by the November 16, 2007 deadline.

According to reports, the Diocese's spokesman, Deacon David
Montgomery, said on November 16 it was his understanding that the
plan would be filed later in the day.  However, the Diocese
issued a press release in the afternoon saying it had agreed with
its Official Committee of Unsecured Creditors to delay filing of
the plan.

"The parties are continuing with mediation to reach a settlement
of the bankruptcy case," the release said, reports The Associated
Press.  The Diocese offered little explanation for missing the
deadline, the AP added.

As a result, Judge Jackwig notified parties-in-interest that he
will convene a hearing on December 5, 2007, at 1:30 p.m. to
determine why the Diocese's disclosure statement and plan of
reorganization have not been filed.

Judge Jackwig added that should the Plan and Disclosure Statement
be filed in the interim, the status conference will focus in
particular, on setting:

   (a) deadlines for filing objections to the Plan and Disclosure
       Statement and for filing ballots on the Plan; and

   (b) hearing dates related to the Plan and Disclosure
       Statement.

Judge Jackwig directed parties to promptly advise the courtroom
deputy of any settlement, scheduling conflict, or change in
attorney handling the hearing.

The Diocese of Davenport in Iowa filed for chapter 11 protection
(Bankr. S.D. Ia. Case No. 06-02229) on October 10, 2006.
Richard A. Davidson, Esq., at Lane & Waterman LLP, represents the
Davenport Diocese in its restructuring efforts.  Hamid R.
Rafatjoo, Esq., and Gillian M. Brown, Esq., of Pachulski Stang
Zhiel Young Jones & Weintraub LLP represent the Official Committee
of Unsecured Creditors.  In its schedules of assets and
liabilities, the Davenport Diocese reported $4,492,809 in assets
and $1,650,439 in liabilities.  Davenport's exclusive period to
file a plan expired on Nov. 16, 2007.  (Catholic Church Bankruptcy
News, Issue No. 108; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


CATHOLIC CHURCH: Dismissal Order Issued in San Diego's Ch. 11 Case
------------------------------------------------------------------
the Hon. Louise DeCarl Adler of the U.S. Bankruptcy Court for the
Southern District of California dismissed The Roman Catholic
Bishop of San Diego's reorganization case effective November 1,
2007.

The Court discharged (i) the Diocese from any further duties in
the case, except to the extent of reserved matters, and (ii) the
Official Committee of Unsecured Creditors from any further
duties.  

Judge Adler held that upon dismissal, except as may be provided
in the bankruptcy settlement agreement or the Order, none of the
Diocese, the Creditors Committee or their members and
representatives, will have any liability to any holder of a
claim, asserted against the Diocese for any act or omission in
connection with the case.  However, the Order has no effect on
any claims for sexual abuse, if any, that may have arisen during
the reorganization case.

The U.S. District Court for the Southern District of California  
and United States Magistrate Judge Leo S. Papas will retain
jurisdiction in deciding all disputes regarding settlement terms
and the interpretation and meaning of the Settlement Agreement.

None of the professionals appointed by the Bankruptcy Court will
be required to file any final fee applications, Judge Adler said.  
The Court directed the Diocese to pay:

   (a) these unpaid professionals fees and reimburse expenses,
       including the 20% holdback:

                                 Fees and       Additional
       Firm/Professional         Expenses             Fees
       -----------------         --------       ----------
       Pachulski Stang Ziehl     $297,059                -
       & Jones LLP

       Deloitte Financial         124,814          $28,987
       Advisory Services LLP

       Morgan, Lewis &             63,394            9,491
       Bockius LLP

   (b) the final fees and costs of all other professionals
       retained in the Case, including the 20% holdback; and

   (c) the U.S. Trustee's quarterly fees through October 31,
       2007.

Morgan Lewis' and Deloitte Financial's rights to seek additional
fees, representing fees for travel time, are reserved, Judge
Adler held.  The fees and expenses incurred by Father Thomas
Doyle will be determined later based on certain billing detail
from Pachulski Stang.

The Order does not determine or affect the request of Pachulski
Stang for a fee enhancement, which will be heard on December 6,
2007 at 10:30 a.m.

Judge Adler directed the Diocese to prepare and file a summary
report on its total disbursements of for the months of September
and October 2007.

All actions, which have been removed from any state court to the
Bankruptcy Court, will be remanded to the state court, Judge
Adler ruled.  However, the Order will not apply to any actions
removed to the District Court prior to February 27, 2007, she
said.

All objections to dismissal of the Reorganization Case were  
overruled.

Prior to the entry of the Dismissal Order, Steven J. Katzman, the
United States Trustee for Region 15, reminded the Court that the
Order should include a provision for the payment of statutory
U.S. trustee quarterly fees up until the dismissal of the case.

                  About the San Diego Diocese

The Roman Catholic Diocese of San Diego in California --
http://www.diocese-sdiego.org/-- employs approximately 3,000     
people in various areas of work.  The Diocese filed for Chapter 11
protection just before commencement of the first of court
proceedings for 140 sexual abuse lawsuits filed against the
Diocese.  Authorities of the San Diego Diocese said they were not
in favor of litigating their cases.

The San Diego Diocese filed for chapter 11 protection on Feb. 27,
2007 (Bankr. S.D. Calif. Case No. 07-00939).  Gerald P. Kennedy,
Esq., at Procopio, Cory, Hargreaves and Savitch LLP, represents
the Diocese.  Attorneys at Pachulski Stang Ziehl & Jones LLP
represent the Official Committee of Unsecured Creditors.  In its
schedules of assets and liabilities, the Diocese listed total
assets of $152,510,888 and total liabilities of $72,754,092.

On March 27, 2007, the Debtor filed its plan and disclosure
statement.  On November 1, The Court dismissed the San Diego's  
bankruptcy proceeding.  (Catholic Church Bankruptcy News, Issue
No. 108; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


CHAMPION PARTS: Taps McDermott Will as Special Counsel
------------------------------------------------------
Champion Parts Inc. asks the United States Bankruptcy Court for
the Western District of Arkansas for permission to employ
McDermott Will & Emery LLP as its special counsel.

McDermott Will is expected to

   a) handle several ongoing environmental matters, including a
      matter regarding environmental clean up that the Debtor
      solely responsible for and is subject to government order;
      and

   b) negotiate with one of the Debtor's insurance carriers
      regarding coverage for various environmental and liabilities
      claims of more than $1 million which was about to bring
      substantial funds to the Debtor.

The Debtor tells the Court that the firm requested a $10,000
retainer fee.

Todd R. Weiner, Esq., an attorney of the firm, charges $695 per
hour and the firm's other attorneys bill between $300 and $600 per
hour.

Mr. Weiner assure the Court that the firm is a "disinterested
person" as defined in Section 101(14) of the Bankruptcy Code.

Headquartered in Hope, Arkansas, Champion Parts Inc. (OTC:CREBQ)
-- http://www.championparts.net/-- remanufactures fuel system   
components, air conditioning compressors, front wheel drive
assemblies, and other underhood electrical and mechanical products
for the passenger car and light truck, agricultural, heavy-duty
truck and marine parts aftermarket.

The company filed for chapter 11 bankruptcy protection on Oct. 10,
2007 (Bankr. W.D. Ark. Case No. 07-73253).  James F. Dowden, Esq.
represents the Debtor in its restructuring efforts.  When the
Debtor filed for bankruptcy, it listed total assets of $26,389,000
and total debts of $25,251,000.


CHAMPION PARTS: U.S. Trustee Unable to Appoint Creditors Committee
------------------------------------------------------------------
The U.S. Trustee for Region 16 was unable to appoint creditors to
serve on an Official Committee of Unsecured Creditors for Champion
Parts Inc.'s Chapter 11 case due to lack of interest at a meeting
held on Nov. 19, 2007.

According to the U.S. Trustee, the Debtor's unsecured creditors
were advised of the time, place and purpose of the meeting by
mail.

Headquartered in Hope, Arkansas, Champion Parts Inc. (OTC:CREBQ)
-- http://www.championparts.net/-- remanufactures fuel system   
components, air conditioning compressors, front wheel drive
assemblies, and other underhood electrical and mechanical products
for the passenger car and light truck, agricultural, heavy-duty
truck and marine parts aftermarket.

The company filed for chapter 11 bankruptcy protection on Oct. 10,
2007 (Bankr. W.D. Ark. Case No. 07-73253).  James F. Dowden, Esq.
represents the Debtor in its restructuring efforts.  When the
Debtor filed for bankruptcy, it listed total assets of $26,389,000
and total debts of $25,251,000.


CITIGROUP COMMERCIAL: Fitch Holds 'BB+' Ratings on Two Classes
--------------------------------------------------------------
Fitch Ratings has affirmed Citigroup Commercial Mortgage Trust,
series 2006-FL2 as:

  -- $85.4 million class A-1 at 'AAA';
  -- $237.2 million class A-2 at 'AAA';
  -- Interest-Only class X-1 at 'AAA';
  -- Interest-Only class X-2 at 'AAA';
  -- Interest-Only class X-3 at 'AAA';
  -- $17.9 million class B at 'AAA';
  -- $20.9 million class C at 'AAA';
  -- $38.8 million class D at 'AA+';
  -- $26.9 million class E at 'AA-';
  -- $26.9 million class F at 'A+';
  -- $23.9 million class G at 'A';
  -- $20.9 million class H at 'A-';
  -- $22.4 million class J at 'BBB+';
  -- $22.4 million class K at 'BBB';
  -- $23.9 million class L at 'BBB-';
  -- $817,531 class CAC-1 at 'BBB+';
  -- $560,072 class CAC-2 at 'BBB';
  -- $651,240 class CAC-3 at 'BBB-';
  -- $1.9 million class CAN-1 at 'BBB+';
  -- $2.8 million class CAN-2 at 'BBB';
  -- $5.4 million class CAN-3 at 'BBB-';
  -- $10.6 million class CNP-1 at 'BBB-';
  -- $20.1 million class CNP-2 at 'BBB-';
  -- $5.2 million class CNP-3 at 'BB+';
  -- $1 million class DSG-1 at 'BBB-';
  -- $5.8 million class MVP at 'BBB-';
  -- $2 million class RAM-1 at 'BBB-';
  -- $2.4 million class RAM-2 at 'BB+'.

Fitch does not rate classes DHC-1, DHC-2, DHC-3, DSG-2, PHH-1,
PHH-2, and SRL. Classes HFL, HGI-1, HGI-2, HMP-1, HMP-2, HMP-3,
WBD-1, WBD-2 and WPP have paid in full.

The affirmations are the result of stable pool performance since
issuance and ongoing stabilization of the underlying assets.  Nine
of the original 16 loans remain in the trust. The Westport Plaza
loan has paid in full since Fitch's last review.  In addition, the
outstanding principal balances of the Mervyn's Portfolio (13.8%),
CarrAmerica National Pool Portfolio (5.9%), and CarrAmerica CARP
Pool Portfolio (0.7%) loans have been reduced due to partial
releases.  As of the November 2007 distribution date, the
transaction's aggregate certificate balance has decreased 52.6% to
$624.9 million from $1.3 billion at issuance.

Fitch reviewed the most recent servicer-provided operating
statement analysis reports for the remaining loans.  All pooled
senior participations included in the trust maintain their
investment-grade shadow ratings.

The largest loan, City National Plaza (56.8%), is secured by 2.6
million square feet (sf) of office space in two 51-story office
towers, a three-story office building, 404 on-site below-ground
parking spaces, and a freestanding 2,485 space parking structure
all located in downtown Los Angeles, California.  Major tenants
include City National Bank (rated 'A-' by Fitch); Paul, Hastings,
Janofsky & Walker LLP; and Jones Day.  The property benefits from
the experienced sponsorship of CalSTRS, the third largest pension
fund in the U.S.  The loan matures July 17, 2008 and has two one-
year extension options.  As of June 30, 2007 occupancy has
increased to 75.3% from 63.3% at issuance.

The second largest loan, Mervyn's Portfolio (12.9%), was
originally secured by 13.6 million sf in 144 retail properties,
four distribution properties, and one office building located
throughout the U.S.  The loan consists of three pari passu A
notes: the $99.2 million A-1 (included in GSMSC 2006-GSFL VIII),
the $100.7 million A-2 (included in GCCF 2006-FL4 and rated by
Fitch) and the A-3, which is included in this transaction, and has
an outstanding balance of $80.6 million.  As of Nov. 2007, 28
stores have been released from the collateral, resulting in a
reduction of the loan's outstanding principal balance.  The loan
matures Jan. 1, 2008 and has three one-year extension options. As
of Sept. 30, 2007, the portfolio's occupancy is 89% compared to
100% at issuance.


CITIGROUP COMMERCIAL: Fitch Holds Low-B Ratings on Six Classes
--------------------------------------------------------------
Fitch Ratings has affirmed Citigroup Commercial Mortgage
Securities Inc. commercial mortgage pass-through certificates,
series 2006-C5 as:

  -- $53.7 million class A-1 at 'AAA';
  -- $236.8 million class A-2 at 'AAA';
  -- $93.8 million class A-3 at 'AAA';
  -- $92.8 million class A-SB at 'AAA';
  -- $774.3 million class A-4 at 'AAA';
  -- $228.3 million class A-1A at 'AAA';
  -- $212.4 million class A-M at 'AAA';
  -- $172.6 million class A-J at 'AAA';
  -- Interest-only class XP at 'AAA';
  -- Interest-only class XC at 'AAA';
  -- $42.5 million class B at 'AA';
  -- $21.2 million class C at 'AA-';
  -- $26.5 million class D at 'A';
  -- $29.2 million class E at 'A-';
  -- $26.5 million class F at 'BBB+;
  -- $21.2 million class G at 'BBB';
  -- $21.2 million class H at 'BBB-';
  -- $8 million class J at 'BB+';
  -- $8 million class K at 'BB';
  -- $8 million class L at 'BB-';
  -- $2.7 million class M at 'B+';
  -- $8 million class N at 'B';
  -- $2.7 million class O at 'B-';
  -- $40 million class AMP-1 at 'BBB+';
  -- $48 million class AMP-2 at 'BBB';
  -- $27 million class AMP-3 at 'BBB-'.

Fitch does not rate the $26.5 million class O certificates.

The rating affirmations reflect the stable pool performance and
minimal paydown since issuance.  As of the October 2007
distribution date, the transaction has paid down 0.3% to
$2.232 billion from $2.239 billion at issuance.

There are currently five loans (1.6%) in special servicing.  The
first specially serviced loan (0.7%) is secured by a 276-unit
multifamily property in Seabrook, Texas.  The loan was transferred
to the special servicer due to a monetary default.  The special
servicing is working with the borrower to bring the loan current
but has also started the foreclosure process.

The second specially serviced loan (0.5%) is secured by a 160-unit
multifamily property in Humble, Texas.  The loan was transferred
to the special servicer due to a monetary default.  The borrower
filed bankruptcy shortly before the scheduled foreclosure hearing.

Fitch has reviewed the shadow ratings of the Tower 67 and the Ala
Moana Portfolio loans.  Both loans maintain investment grade
shadow ratings due to their stable performance.

Tower 67 (4.7%) is secured by a 449-unit multifamily property in
New York City.  As of June 29, 2007, the occupancy decreased to
90% from 97% at issuance.

Ala Moana (4.5%) is secured by a 1,989,759 square-foot retail and
office property in Honolulu, Hawaii.  The whole loan consists of
eight pari passu A notes totaling $1.2 billion and subordinate
debt totaling $300 million.  Only the A1 note is included in the
pooled trust.  A portion of the subordinate debt totaling $115
million is structured as the stand alone raked classes.  Occupancy
as of November 2007 increased to 97% from 96% at issuance.


COINMACH SERVICE: S&P Retains Negative Watch on Completed Deal
--------------------------------------------------------------
Standard & Poor's Ratings Services said that the corporate credit
rating on Plainview, New York-based Coinmach Service Corp. remains
on CreditWatch with negative implications following the
announcement that the acquisition of CSC by Babcock & Brown Ltd.,
together with a group of financiers, for $13.55 per share in cash
has been completed.  All of the company's debt ratings, including
those for its operating company, Coinmach Corp., have been removed
from CreditWatch and withdrawn as this debt has been repaid as
part of the transaction.
     
"The CreditWatch listing on the corporate credit rating continues
to reflect our expectation that leverage for CSC has increased
following the transaction, even though financing terms have yet to
be disclosed," said Standard & Poor's credit analyst Jean Stout.

To resolve the CreditWatch listing, Standard & Poor's will
evaluate the ultimate financing and terms of this LBO.


CONCHITA SUPERMARKET: Case Summary & 5 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Conchita Supermarket
        Ave. Santa Rosa 18 Altos Tienda Conchita
        Centro Comercial Las Cumbres
        San Juan, PR 00969

Bankruptcy Case No.: 07-06722

Chapter 11 Petition Date: November 13, 2007

Court: District of Puerto Rico (Old San Juan)

Debtor's Counsel: Francisco R. Moya Huff, Esq.
                  Bco Popular Building Suite 401 Tetuan 206
                  San Juan, PR 00901-1802
                  Tel: (787) 723-0714
                       (787) 724-2447
                  Fax: (787) 725-3685

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's list of its five Largest Unsecured Creditors:

           Entity                         Claim Amount
           ------                         ------------
           Eurobank                         $2,901,551
           P.O. Box 191009
           San Juan, PR 00919-1009         Collateral:
                                            $1,175,000

                                            Unsecured:
                                            $1,249,600

           Banco Popular de Puerto Rico     $2,651,740
           P.O. Box 362708
           San Juan, PR 00936-3969         Collateral:
                                              $194,000

                                            Unsecured:
                                              $421,000

           Packers Provisions of PR           $616,290
           P.O. Box 363969
           San Juan, PR 00936-3969

           Suiza Dairy Corp.                  $407,679

           Coca-Cola Puerto Rico              $269,980

           V. Suarez & Co.                    $183,558

           Holsum de PR                       $175,352

           Mendez & Co.                       $120,705

           Pan Pepin, Inc.                    $116,839

           Malgor & Co. Inc.                  $105,039

           Municipality of San Juan           $103,418

           Ballester Hermanos, Inc.           $101,235

           Herba de Puerto Rico LLC            $94,644

           Herba de Puerto Rico                $94,644

           Internal Revenue Services           $93,000


CONSTAR INT'L: Moody's Revises Outlook to Negative from Stable
--------------------------------------------------------------
Moody's Investors Service changed the ratings outlook for Constar
International Inc. to negative from stable.  Concurrently, Moody's
affirmed Constar's B3 Corporate Family Rating and other instrument
ratings.

The change in outlook to negative reflects material operating
underperformance relative to expectations and the company's
failure to transition to higher margin customer products in the
anticipated time frame.  The company's credit metrics have
deteriorated over the last twelve months as a result of pricing
pressure, delays in product launches for new custom products and
the recall of a major customer's product.  Mitigating factors
include a good liquidity profile, contractually guaranteed price
increases in 2008 and potential growth in custom products.  The
current ratings and outlook leave no room for any further negative
variance in operating performance.

Moody's affirmed these ratings:

  -- $220 million floating rate first mortgage note, due 2012,
     rated B2 (LGD3, 34%)

  -- $175 million 11% senior subordinated notes, due 2012,
     rated Caa2 (LGD5, 87%)

  -- Corporate Family Rating, rated B3

  -- Probability of Default Rating, rated B3

The ratings outlook has been revised to negative.

Based in Philadelphia, Constar International Inc. is a global
producer of PET (polyethylene terephthalate) plastic containers
for food, soft drinks, and water.  Consolidated revenue for the
twelve months ended Sept. 30, 2007 was approximately
$870 million.


DELTA FUNDING: Fitch Cuts Rating on Class B Trust to B from BB-
---------------------------------------------------------------
Fitch Ratings has taken rating actions on these Delta Funding
Corporation home equity issues:

Delta 2001-2

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

Renaissance 2002-1

  -- Class M-1 affirmed at 'AA';
  -- Class M-2 rated 'BBB-', placed on Rating Watch Negative;
  -- Class B downgraded to 'CC/DR4' from 'B'.

The affirmations reflect a satisfactory relationship between
credit enhancement and future loss expectations and affect
approximately $24.4 million of outstanding certificates.

The downgrades, affecting $5.4 million of outstanding
certificates, reflect deterioration in the relationship of CE to
future loss expectations.  For both transactions, losses have
exceeded excess spread for 11 of the last twelve months, causing
overcollateralization to fall below its target level.

In addition, both transactions have 60day+ delinquencies
(including loans in foreclosure, bankruptcy and real-estate owned)
over 40% of the current pool balance.  As a result, the triggers
on these trusts are failing and principal is being distributed
sequentially to the classes.  While this helps protect the
mezzanine classes, the failed triggers will extend the life of the
subordinate bonds and increase the risk at the bottom of the
capital structure.

Class M-2 from Renaissance 2002-1 was placed on Rating Watch
Negative due trends in serious delinquency and losses.  Over the
last twelve months, losses have exceeded excess spread by an
average of approximately $100,000 per month.  As a result, OC is
well below its target and the class B bond, which provides
protection for the M-2 bond, is in danger of taking a principal
writedown.  Fitch will monitor this transaction over the next six
months to see if this trend continues before taking a long term
rating action on class M-2.

The underlying collateral for the mortgage transactions listed
above consist of both fixed- and adjustable-rate mortgage loans
secured by first and second liens on residential mortgages
extended to subprime borrowers.  As of the October 2007
distribution date, Delta 2001-2 and Renaissance 2002-1 are
seasoned 72 and 67 months, respectively, and the pool factor
(current outstanding collateral balance as a percentage of
original collateral balance) is 11% for both transactions.  The
mortgage loans are being serviced by Ocwen Financial Corp. (rated
'RPS2' by Fitch).


DONALD COON: Case Summary & 16 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Donald Eugene Coon
        May Florence Quinones Coon
        80 Sedona Court
        Palm Desert, CA 92211

Bankruptcy Case No.: 07-17567

Chapter 11 Petition Date: November 20, 2007

Court: Central District Of California (Riverside)

Judge: Meredith A. Jury

Debtor's Counsel: George Hanover, Esq.
                  Law Offices of George Hanover
                  73-710 Fred Waring Drive, Suite 100
                  Palm Desert, CA 92260
                  Tel: (760) 862-1982
                  Fax: (760) 776-6555

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's list of its 16 Largest Unsecured Creditors:

   Entity                        Nature of Claim     Claim Amount
   ------                        ---------------     ------------
Saxon Mortgage Service           Residence               $149,979
4708 Mercantile Drive North                              Secured:
Fort Worth, TX 76137                                     $550,000
                                                     Senior Lien:
                                                         $594,078

                                 Residence               $594,078
                                                         Secured:
                                                         $550,000

Joyce Coon                       Personal Loan            $40,000
420 Madison Avenue
Cape Canaveral, FL 32920-2243

Bank of America                  Credit Card              $36,514
P.O. Box 85520
Richmond, VA 23285

Jerry and Connie Lightcap        Personal Loan            $25,000

Wells Fargo Line of Credit       Credit Account           $20,564

Toyota Motor Credit Co.          Leasehold Interest       $20,349

Capital One Bank                 Credit Card              $19,993

Wells Fargo Equipment Express    Credit Account           $16,031

Chase                            Credit Card              $12,740

Riverside County Tax Collector   Residence                $10,052
                                                         Secured:
                                                         $550,000
                                                     Senior Lien:
                                                         $546,532

Wells Fargo Bank                 Credit Card               $5,769

American Express                 Misc. Charges             $3,472

Washington Mutual                Credit Card               $3,429

Wells Fargo Business Card        Credit Card               $3,402

Southern California Edison       Service Charges           $3,000

American Express - Corporate     Misc. Charges             $1,841


DUNMORE HOMES: Gets Interim Nod for Pachulski Stang as Counsel
--------------------------------------------------------------
Dunmore Homes Inc., sought and obtained the authority of the
United States Bankruptcy Court for the Southern District of New
York to employ, on an interim basis, Pachulski Stang Ziehl & Jones
LLP, as its bankruptcy counsel, nunc pro tunc to Nov. 8, 2007.

According to Doug Strauch, vice president of finance of Dunmore
Homes Inc., Pachulski has extensive knowledge of the Debtor's
business and financial affairs, as well as extensive general
experience and knowledge in the field of debtors' and creditors'
rights and business reorganizations under Chapter 11 of the
Bankruptcy Code.

Mr. Strauch disclosed that Pachulski has represented Dunmore
California and its subsidiaries since August 2007.  Following the
closing on the sale of Dunmore California's assets, the firm
began representing the Debtor and ceased representation of
Dunmore California.

"The firm is very familiar with the Debtor's business and affairs
and many of the potential legal issues which may arise in the
context of this chapter 11 case," Mr. Strauch said.

As the Debtor's counsel, Pachulski will:

   (a) provide legal advice to the Debtor with respect to its
       powers and duties as a debtor in possession in the
       continued operation of its business and management of its
       property;

   (b) take all necessary action to protect and preserve the
       Debtor's estate, including the prosecution of actions on
       the Debtor's behalf, the defense of any actions commenced
       against the Debtor, the negotiation of disputes in which
       the Debtor is involved, and the preparation of objections
       to the claims filed against the Debtor's estate;

   (c) assist the Debtor in obtaining approval of disclosure
       statement and confirmation of its Chapter 11 plan of
       reorganization;

   (d) prepare on behalf of the Debtor necessary application,
       motions, answers, orders, reports and other legal papers;

   (e) appear in Court and to protect the interest of the Debtor
       before the Court; and

   (f) perform all other legal services for the Debtor that may
       be necessary and proper in this proceeding.

Pachulski will be paid pursuant to its customary hourly rates,
plus reimbursement of actual, necessary expenses and other
charges.  The firm's principal attorneys designated to represent
the Debtor and their current standard hourly rates are:

      Attorneys                     Hourly Rate
      ---------                     -----------
      Richard M. Pachulski, Esq.        $795
      Debra I. Grassgreen, Esq.         $575
      Maria A. Bove, Esq.               $395

Debra I. Grassgreen, Esq., a partner at the firm, disclosed that
Pachulski has received $452,112 from the Debtor during the year
prior to the bankruptcy filing, including a $1,039 filing fee, in
connection with the firm's prepetition representation of the
Debtor.

Ms. Grassgreen also noted that the firm was retained as counsel
to represent Indymac Bank F.S.B., as purchaser of assets in the
Chapter 11 cases of American Home Mortgage Holdings, Inc., et al.
pending in the United States Bankruptcy Court for the District of
Delaware.  Indymac is a lender to and creditor of Dunmore.

The representation of Indymac in the American Home cases is
wholly unrelated to the Debtor's case, Ms. Grassgreen attested.  
The firm has not and will not represent Indymac or any of its
affiliates in any actions that Indymac or any of its affiliates
may bring against the Debtor.  The firm has a conflicts waiver
from Indymac, she added.

Ms. Grassgreen assured the Court that Pachulski does not hold any
interest adverse to the Debtor's estate and is a "disinterested
person" as defined in Section 101(14) of the Bankruptcy Code.

Judge Glenn has directed the Debtor to employ conflicts counsel
to represent it to the extent any conflicts arise in connection
with (i) intercompany claims among the Debtor and its non-debtor
subsidiaries, or (ii) the Dunmore California sale transaction.

Headquartered in Granite Bay, California, Dunmore Homes Inc. is a
privately-owned homebuilder.  The company filed for Chapter 11
protection on Nov. 8, 2007 (Bankr. S.D.N.Y. Case No. 07-13533).  
Maria A. Bove, Esq., and Debra I. Grassgreen, Esq., at Pachulski
Stang Ziehl & Jones LLP, represent the Debtor in its restructuring
efforts.  When the Debtor filed for protection against its
creditors, it listed assets and liabilities of more than
$100 million.

The Debtor's exclusive period to file a plan expires on March 7,
2008. (Dunmore Bankruptcy News, Issue No. 2; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or         
215/945-7000).


DUNMORE HOMES: Has Until Dec. 20 to File Schedules & Statements
---------------------------------------------------------------
The Hon. Judge Martin Glenn of the United States Bankruptcy Court
for the Southern District of New York has, at the behest of  
Dunmore Homes Inc., extended to Dec. 20, 2007, the deadline for  
the filing of the Debtor's Schedules and Statements, without
prejudice to the its right to seek further extensions.

Doug Strauch, vice president of finance of Dunmore Homes Inc.,
told the Court that due to the voluminous amount of information,
the nature of the Debtor's business, its reduced workforce and the
upcoming holidays, it anticipates that it will need an additional
45 days beyond the initial 15-day period to accurately and
completely assemble the Schedules and Statements.

"The additional time will also ensure that the documents are as
accurate as possible," Mr. Strauch said.  "Rushing to complete
the Schedules and Statements would likely compromise the
completeness and accuracy of such documents."

Headquartered in Granite Bay, California, Dunmore Homes Inc. is a
privately-owned homebuilder.  The company filed for Chapter 11
protection on Nov. 8, 2007 (Bankr. S.D.N.Y. Case No. 07-13533).  
Maria A. Bove, Esq., and Debra I. Grassgreen, Esq., at Pachulski
Stang Ziehl & Jones LLP, represent the Debtor in its restructuring
efforts.  When the Debtor filed for protection against its
creditors, it listed assets and liabilities of more than
$100 million.

The Debtor's exclusive period to file a plan expires on March 7,
2008. (Dunmore Bankruptcy News, Issue No. 2; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or         
215/945-7000).


ENVIRONMENTAL TECTONICS: Restatement Cues Default on PNC Bank Pact
------------------------------------------------------------------
Environmental Tectonics Corporation reported that on Nov. 14,
2007, its audit committee, in consultation with management,
determined that the company will need to restate its previously
issued consolidated financial statements for prior periods,
including the periods ended Nov. 24, 2006 and Feb. 23, 2007.  The
restatement, according to the company, was required due to errors
in accounting with respect to accounts receivable related to the
carrying value of a claims receivable booked in connection with a
contract with the Department of the Navy for a submarine
decompression chamber project.

As a result of the restatement, the company is not in compliance
with a credit agreement with PNC Bank, National Association, which
requires the company's financial statements as set forth in the
company's annual report on Form 10-K for the fiscal year ended
Feb. 23, 2007 to be true, complete and accurate in all material
respects and to fairly present the financial condition, assets and
liabilities, whether accrued, absolute, contingent or otherwise,
and the results of operations of the company for the periods in
the Form 10-K.

H. F. Lenfest, a member of the company's board of directors and a
significant shareholder of the company, has guaranteed all of the
company's obligations to PNC under the credit agreement.

Additionally, as a result of the restatement, the company will not
have been in compliance as of Feb. 23, 2007 with the consolidated
tangible net worth covenant contained in a letter agreement dated
as of Nov. 16, 2006, between the company and PNC.  The bank
agreement was in effect at that time.

The company has requested a waiver from PNC with respect to this
covenant violation.

                  Credit Agreement with PNC Bank

On July 31, 2007, the company completed a refinancing of its
indebtedness with PNC Bank in the aggregate amount of up to
$15 million.

The company's breach of the credit agreement results in an event
of default under the promissory note the company issued to PNC
relating to the credit agreement.  As a result of the event of
default, PNC is not obligated to make further advances to the
company or issue any additional letters of credit under the credit
agreement or the note.  Additionally, PNC has the right to demand
immediate payment of all principal and interest due under the
note.

As of Nov. 19, 2007, $14.3 million had been utilized under the PNC
agreement, $7.8 million to support international letters of credit
and $6.5 cash borrowings, should default be declared and repayment
be demanded by PNC.

Further, upon an event of default, PNC has the right to increase
the annual interest rate on amounts borrowed under the note to the
default rate.  PNC also has the right to exercise any other
remedies available to it.

The company is currently in discussions with PNC with respect to
the restatement and has asked PNC to provide a waiver with respect
to any breaches to the credit agreement and other documents
executed in connection with the credit agreement resulting from
the restatement.

               Subordinated Convertible Debt Default

Also, on Feb. 18, 2003, the company entered into a convertible
note and warrant purchase agreement with Mr. Lenfest pursuant to
which Mr. Lenfest provided to the company subordinated convertible
debt financing in the principal amount of $10 million.  In
connection with the subordinated credit agreement, the company
executed a senior subordinated convertible note in favor of Mr.
Lenfest.

As a result of the restatement, an event of default has occurred
under the subordinated credit agreement.  The subordinated credit
agreement provides that an event of default will be deemed to have
occurred when any representation or warranty made by the company
in certain financial statements furnished by the company to Mr.
Lenfest will prove to have been false or misleading in any
material respect as of the time made or furnished.

Mr. Lenfest has agreed to waive the subordinated event of default.

                           Restatements

As a result of the tentative settlement agreement reached with the
Government's Department of the Navy, during the first fiscal
quarter of fiscal 2008 the company recorded a pre-tax charge which
included the value of the Navy contract claim receivable of
$3.1 million.  It has now been determined that this claim
receivable was impaired in value in prior periods, including the
periods ended Nov. 24, 2006 and Feb. 23, 2007 and that reserves of
all or a substantial portion of the value of the recorded claim
receivable should have been established.

The company is in the process of determining if these errors in
accounting affected additional periods prior to the fiscal quarter
ended Nov. 24, 2006, including the fiscal years ended Feb. 28,
2003, Feb. 27, 2004, Feb. 25, 2005 and Feb. 24, 2006.

As a result, the company's financial reports as filed with the
Securities and Exchange Commission for these periods should not be
relied upon until the company completes this process.  This claim
receivable was first recorded beginning in the first fiscal
quarter of fiscal 2002.  It is not expected that this restatement
will have any impact on the company's net equity position as of
the most current fiscal period end, namely fiscal second quarter
2008 which ended Aug. 24, 2007.

The Audit Committee in consultation with management has also
determined that disclosure concerning the contract dispute with
the Government as included in the quarterly report on Form 10-Q
for the period ended Nov. 24, 2006 and the annual report on Form
10-K for the period ended Feb. 23, 2007, should have disclosed the
possibility of a loss contingency with respect to pending or
threatened litigation or claims.

In November 2006, the Government's trial attorney expressed an
intent to seek authorization to assert counterclaims against the
company in the absence of a settlement.  The counterclaims, if
filed and proved, could have led to a substantial judgment against
the company.  In November 2006 management was aware of these
potential counterclaims; however, the audit committee and the
independent registered public accounting firm were not aware of
them.

As previously disclosed in the company's annual report on Form 10-
K for the year ended Feb. 23, 2007, in May 2003, the company filed
a certified claim with the Government seeking costs totaling in
excess of $5.0 million in connection with a contract for submarine
rescue decompression chambers.

As of Feb. 23, 2007, the company had recorded $3.0 million in
claims receivable for this claim.  The company also previously
disclosed that on June 14, 2007, the Government had amended its
answer to the company's claim to add counterclaims.

On June 27, 2007, the company and the Government filed a joint
motion to dismiss with prejudice all of the company's claims
against the Government in connection with this contract.  The
joint motion to dismiss was granted on June 28, 2007.

In June 2007, the company reached a tentative settlement, subject
to necessary governmental approvals, regarding the Government's
counterclaims, whereby the company agreed to pay to the Government
$3.3 million and transfer the submarine rescue decompression
chambers to the Government, at which time the company would have
no further obligations or claims under this contract.

In September 2007, at the Government's request, the company agreed
to increase the amount to be paid to the Government from $3.3 to
$3.55 million.

In October 2007, the company transferred the submarine
decompression chambers to the Government.  The tentative
settlement is now under review by the Government.  It is not known
at this time how long the approval process will take and there can
be no assurance that the settlement will be finalized or approved.
In the event that the settlement is not approved, the litigation
regarding the Government's counterclaims will continue.

In connection with the settlement agreement, the company recorded
a net pre-tax charge of $5.9 million in the first quarter of
fiscal 2008, comprised of $6.4 million of claims costs partially
offset by $.5 million of previously reserved contract revenue.  An
additional $250,000 charge was recorded in the second quarter of
fiscal 2008 following the company's agreement to increase the
settlement payment to the Government from $3.3 million to
$3.55 million.

The audit committee has discussed these matters with Grant
Thornton LLP, the company's independent registered public
accounting firm.

The company expects that these adjustments will not materially
affect the company's current cash position or financial condition.

The impact of these matters on the company's internal control over
reporting and disclosure controls and procedures is being
evaluated by the company.

The company plans to work diligently to complete any amendments as
quickly as possible but at this time cannot predict when all
changes will be complete.

                  About Environmental Tectonics

Southampton, Pennsylvania-based Environmental Tectonics
Corporation (AMEX: ETC) -- http://www.etcusa.com/-- designs,  
develops, installs and maintains aircrew training systems
(aeromedical, tactical combat and general), disaster management
training systems and services, entertainment products, sterilizers
(steam and gas), environmental testing products, hyperbaric
chambers and related products for domestic and international
customers.


EXIDE TECHNOLOGIES: Improved Financials Cue S&P to Lift Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Exide Technologies to 'B-' from 'CCC+' because of the
company's improved financial results, which Exide has achieved
despite sharply higher lead prices.  The outlook is stable.
     
Alpharetta, Georgio-based Exide, a manufacturer of automotive and
industrial batteries, has total debt of about $1.1 billion,
including Standard & Poor's adjustments for underfunded retiree
benefit liabilities, operating leases, and trade receivables sold.
      
"The rating action reflects Standard & Poor's view that a default
by Exide is unlikely over the next 12-18 months," said Standard &
Poor's credit analyst Gregg Lemos Stein.
     
Exide's financial profile remains highly leveraged, but credit
measures have improved meaningfully over the past several quarters
as a result of steadily increasing EBITDA.  Prices for lead have
more than tripled since mid-2006, leading to sharply higher
working capital and negative free cash flow.  However, Exide has
been able to blunt most of the impact on profitability by passing
along higher costs to its customers.
     
The outlook is stable.  S&P could revise the outlook to negative
or lower the ratings if free operating cash flow fails to turn
positive, if recent improvements in Exide's pricing environment
prove unsustainable, or if lead costs continue to increase
dramatically and liquidity diminishes.  S&P could revise the
rating to positive if leverage continues to moderate substantially
and the company demonstrates consistent and sustainable positive
free cash flow generation, allowing for permanent debt reduction.


FIELDSTONE MORTGAGE: Fitch Cuts Rating on $7.5MM Trust to BB
------------------------------------------------------------
Fitch Ratings has taken rating actions on Fieldstone Mortgage
Investment Trust, series 2005-1.  Affirmations total $119.6
million and downgrades total $7.5 million.  Break Loss percentages
and Loss Coverage Ratios for each class are included with the
rating actions as:

Fieldstone 2005-1

  -- $22 million class M1 affirmed at 'AA+' (BL: 95.60, LCR:
     7.46)

  -- $25.1 million class M2 affirmed at 'AA' (BL: 79.84, LCR:
     6.23)

  -- $15.3 million class M3 affirmed at 'AA-' (BL: 69.13, LCR:
     5.40)

  -- $13.5 million class M4 affirmed at 'A+' (BL: 59.67, LCR:
     4.66)

  -- $12 million class M5 affirmed at 'A' (BL: 51.21, LCR:
     4.00)

  -- $12 million class M6 affirmed at 'A-' (BL: 36.50, LCR:
     2.85)

  -- $9.7 million class M7 affirmed at 'BBB+' (BL: 26.42, LCR:
     2.06)

  -- $9.7 million class M8 affirmed at 'BBB' (BL: 18.55, LCR:
     1.45)

  -- $7.5 million class M9 downgraded to 'BB' from 'BBB-' (BL:
     12.88, LCR: 1.01)

Summary

  -- Originators: (100% Fieldstone);
  -- 60+ day Delinquency: 34.10%;
  -- Realized Losses to date (% of Original Balance): 0.99%;
  -- Expected Remaining Losses (% of Current Balance): 12.81%;
  -- Cumulative Expected Losses (% of Original Balance): 3.51%.

The rating actions are based on changes that Fitch has made to its
subprime loss forecasting assumptions.  The updated assumptions
better capture the deteriorating performance of pools from 2007,
2006 and late 2005 with regard to continued poor loan performance
and home price weakness.


FOOT LOCKER: Posts $33 Mil. Net Loss in Quarter ended Sept. 30
--------------------------------------------------------------
Foot Locker Inc. reported net loss of $33 million for
the third quarter ended Nov. 3, 2007, compared with net income of
$65 million for the same period last year.

This year's results included a non-cash impairment charge to write
down long-lived assets for the company's U.S. store operations
pursuant to SFAS No. 144 and expenses associated with closing
unproductive stores, totaling $66 million, after tax.

Third quarter net income, before the non-cash impairment charge
and the incremental expenses of closing stores, was
$33 million.
    
"Our third quarter sales were disappointing, reflecting a
challenging external environment and the lack of exciting fashion
trends in athletic footwear and apparel," Matthew D. Serra, Foot
Locker Inc.'s chairman and chief executive officer, stated.  
"While our sales results fell short of our expectations, third
quarter markdowns were approximately 12% lower than last year.  
Additionally, we continued to focus diligently on expense
management."

For the first nine months of the year, the company reported a net
loss of $34 million compared with net income of $138 million last
year.  This year's results included a non-cash impairment charge
pursuant to SFAS No. 144 and expenses associated with closing
unproductive stores, totaling $66 million, after tax.

Last year's results included an impairment charge pursuant to
SFAS No. 144 of $12 million, after tax.  Year-to-date net income,
before the non-cash impairment charges in 2006 and 2007, and the
expenses of closing unproductive stores in 2007, was $32 million
versus $150 million last year.

Year-to-date, the company has opened 112 new stores, and remodeled
or relocated 179 stores.  During the month of September, the
company opened its first store in Istanbul, Turkey.

The company also closed 158 stores during the first nine months of
this year, including 13 unproductive stores during the third
quarter prior to normal lease expiration.  At Nov. 3, 2007,
the company operated 3,896 stores in 21 countries in North
America, Europe and Australia.  In addition, 10 franchised stores
are currently operating in the Middle East and South Korea.
    
                       Financial Position
    
At the end of the third quarter, the company's cash and short-term
investments totaled $332 million.  The company's total cash
position, net of debt, at the end of the third quarter increased
by $70 million versus last year.

Merchandise inventory was slightly higher at the end of the third
quarter versus the comparable period of last year, less than one
percent.  Stated in constant currency dollars, the Company's
merchandise inventory decreased by approximately three% versus
last year.

At November 3, 2007, the company's balance sheet showed total
assets of $3.3 billion, total liabilities of $1.1 billion, and
total shareholders' equity of 2. 2 billion.

                        About Foot Locker

Headquartered in New York, Foot Locker, Inc. (NYSE: FL) ---
http://www.footlocker-inc.com/-- is a retailer of athletic   
footwear and apparel, operated 3,942 primarily mall-based stores
in the United States, Canada, Europe, Australia, and New Zealand
as of Feb. 3, 2007.

                          *     *     *

As reported in the Troubled Company Reporter on Oct. 11, 2007,
Standard & Poor's Ratings Services lowered its corporate credit
and senior unsecured ratings on New York City-based Foot Locker
Inc. to 'BB' from 'BB+'.  S&P have removed the ratings from
CreditWatch, where they were placed with negative implications on
Aug. 18, 2006.  The outlook is negative.


FORD MOTOR: Al Ver to Retire as ACH CEO, COO and Vice President
---------------------------------------------------------------
Al Ver, Ford Motor Company vice president and CEO and COO,
Automotive Components Holdings (ACH), has elected to retire at the
end of the year, after a 35-year career with the Ford Motor
Company.

Mr. Ver joined Ford in 1972 as a manufacturing process engineer at
the Mt. Clemens (Michigan) Paint Plant.  He has held a number of
engineering and manufacturing positions within Ford and its
component operations during his career.  Prior to his current
assignment, Mr. Ver served as vice president for Ford's Advanced
Manufacturing Engineering organization.  As the head of ACH, he
reported to Mark Fields, executive vice president and president,
The Americas.

"Al has consistently contributed to Ford's engineering and
manufacturing organizations throughout his career and most
recently has done an outstanding job in leading ACH through its
transition," Mr. Fields said.  "We wish Al and his family well as
they move into the next phase of their lives."

Mr. Ver will be succeeded by Bill Connelly, who has been named
chief executive officer, ACH.  Mr. Connelly will retain his CFO
responsibilities for ACH.  During the transition, Al Ver will
report to Alan Mulally, president and CEO, for a special project.

Mr. Connelly will lead the Ford-managed, temporary business entity
comprised of former Visteon Corp. plants and facilities in the
U.S. and Mexico, as it continues preparing the operations for sale
or closure by the end of 2008.  He will report to Joe Hinrichs,
vice president, North America Manufacturing.

"Bill has been with ACH from the start and knows the component
businesses within the group, as well as the component industry,"
Mr. Fields said.  "We continue to operate in a very challenging
environment, and having Bill at the helm is reassuring to me and
everyone on the team."

Mr. Connelly, a U.S. Marine Captain, joined Ford's Finance staff
in 1972.  Throughout his career, he has held a variety of
positions within Finance, including controller of Ford's North
America Automotive Operations and Ford Customer Service Division,
and director of the company's Investor Relations department.  Mr.
Connelly was instrumental in the negotiations to form ACH in 2005,
and as its CFO, he has significantly reduced operating costs and
helped to progress ACH's restructuring plans.

                        About Ford Motor

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

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

                           *     *     *

As reported in the Troubled Company Reporter on Nov. 19, 2007,
Moody's Investors Service affirmed the long-term ratings of Ford
Motor Company (B3 Corporate Family Rating, Ba3 senior secured,
Caa1 senior unsecured, and B3 probability of default), but changed
the rating outlook to Stable from Negative and raised the
company's Speculative Grade Liquidity rating to SGL-1 from SGL-3.  
Moody's also affirmed Ford Motor Credit Company's B1 senior
unsecured rating, and changed the outlook to Stable from Negative.  
These rating actions follow Ford's announcement of the details of
the newly ratified four-year labor agreement with the UAW.


FORD MOTOR: Russian Plant Workers Resume Strike
-----------------------------------------------
Workers at Ford Motor Co.'s manufacturing plant in Vsevolozhsok,
Russia, resumed their strike on Nov. 20, 2007, demanding higher
wages and reduction of night shifts from March 2008, published
reports say.

According to reports, workers held a 19-hour strike on Nov. 6,
2007, after management repeatedly rejected their pay hike demands.  
They returned to work after a court ordered the union to postpone
further action until Nov. 20, 2007.

In a report by RIA Novosti, Yekaterina Kulinenko, a public
relations manager at Ford said that the strike could disrupt car
deliveries to Russian customers.

"The cars that were ordered earlier will be produced later and,
correspondingly, their delivery will be delayed due to the
strike," Mr. Kulinenko was quoted by RIA Novosti, adding that
the plant's daily output was 300 Ford Focus vehicles.

Mr. Kulinenko added the company's management was prepared to
hold talks with the plant's trade union only after the strike
was over.

                        About Ford Motor

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

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

                           *     *     *

As reported in the Troubled Company Reporter on Nov. 19, 2007,
Moody's Investors Service affirmed the long-term ratings of Ford
Motor Company (B3 Corporate Family Rating, Ba3 senior secured,
Caa1 senior unsecured, and B3 probability of default), but changed
the rating outlook to Stable from Negative and raised the
company's Speculative Grade Liquidity rating to SGL-1 from SGL-3.  
Moody's also affirmed Ford Motor Credit Company's B1 senior
unsecured rating, and changed the outlook to Stable from Negative.  
These rating actions follow Ford's announcement of the details of
the newly ratified four-year labor agreement with the UAW.


GARY KIMBERLIN: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtors: Gary L. Kimberlin
         Rebecca D. Kimberlin
         122 Buttonwood Drive
         Aliquippa, PA 15001

Bankruptcy Case No.: 07-21168

Chapter 11 Petition Date: November 7, 2007

Court: District of Maryland (Greenbelt)

Judge: Paul Mannes

Debtors' Counsel: Glenn D. Solomon, Esq.
                  8 Park Center Court, Suite 200
                  Owings Mills, MD 21117-3754
                  Tel: (443) 738-1500

Estimated Assets: $100,000 to $1 Million

Estimated Debts:  $1 Million to $100 Million

Debtors' list of its 20 Largest Unsecured Creditors:

   Entity                       Nature of Claim     Claim Amount
   ------                       ---------------     ------------
MATSCO                          Dental equipment        $718,713
2000 Powell Street, 4th  Floor  financing
Emeryville, CA 94608

Wells Fargo                     Mortgage                $409,841
P.O. Box 11701
Newark, NJ 07101-4701

Mesa Bank                       Loan                    $113,475
63 East Main Street,
Suite 100
Mesa, AZ 85201

Citibank                        Home equity line         $83,544
                                of credit

Bank of America                 Credit card              $54,627

Bankers Healthcare Group        Working capital          $38,394
                                loan

Stanley Farrelll                Accounts                 $30,000
                                receivables
                                loan

Citicorp Vendor Fin.            Working capital          $26,000
                                loan

Capital One                     Working capital          $19,342
                                loan

IRS                             Taxes                    $13,000

HTS Loan Servicing              Time share                $9,000

GE Money Bank                                             $9,000

Steve Allen                     Dental services           $9,000

Burkhart Dental                 Dental supplies           $7,470

Chase                           Credit card               $6,520

Beneficial                      Loan                      $6,135

Discover                        Credit card               $4,936

Dex Media                       Yellow pages              $4,547
                                advertisement

Excel Dental Lab                Dental lab bill           $3,670

Dynamic Dental Lab              Dental lab bill           $2,521


GENERAL GROWTH: Fitch Affirms 'BB' Issuer Default Rating
--------------------------------------------------------
Fitch Ratings has affirmed General Growth Properties and its
subsidiaries as:

General Growth Properties, Inc.

  -- Issuer Default Rating 'BB';
  -- Revolving credit facility 'BB';
  -- Term loan 'BB';
  -- Exchangeable senior notes 'BB';
  -- Perpetual preferred stock (indicative) 'B+'.

The Rouse Company LP

  -- IDR 'BB'
  -- Senior unsecured notes 'BB'.

Price Development Company, L.P.

  -- IDR 'BB+'
  -- Senior unsecured notes 'BB+'.

Fitch's actions affect approximately $5.8 billion of securities.  
The Rating Outlook is Stable.

Fitch's rating affirmations reflect the solid performance of GGP's
portfolio of over 200 regional shopping malls in 45 states.  The
portfolio is diversified by geographic location and tenant, and
also features a smooth, long-term lease maturity schedule.  GGP
has generated consistent comparable property NOI growth,
demonstrated recently by a 3.4% increase for the nine months ended
Sept. 30, 2007 over the comparable period ended Sept. 30, 2006.  
Overall portfolio occupancy, which was 93.2% as of Sept. 30, 2007,
has been above 92.0% since GGP's acquisition of the Rouse Company,
L.P. in late 2004.

The ratings are also bolstered by the strength and experience of
GGP's management team, including senior officers as well as
property managers.  Management has recently focused its growth
efforts on both ground-up development and redevelopment of
existing centers.  This effort includes redevelopment of anchor
space which has led to the repositioning and strengthening of many
assets in GGP's portfolio.

Fitch's credit concerns revolve around certain of GGP's financial
metrics.  Due primarily to its utilization of substantial leverage
in acquiring Rouse, GGP's book value-based leverage is high, and
fixed charge coverage is low, for the 'BB' rating category.  GGP's
leverage, defined as debt plus preferred stock divided by
undepreciated book capital, stood at 82% as of Sept. 30, 2007.  
While leverage may fluctuate around this level over time, Fitch
expects this metric to remain in the high 70% to low 80% range.

As a significant component of GGP's assets were purchased in the
past three years, Fitch does not believe that the disparity
between book value and market value is as large for GGP as it is
for some other issuers and, as a result, Fitch places significant
weight on leverage metrics utilizing book value.  The company's
risk-adjusted capitalization ratio is only 0.3 times as of Sept.
30, 2007, due to the company's high leverage and the addition of
significant development and joint venture assets over the past few
years.

GGP has a sizable future development pipeline, including projects
that are currently under construction as well as planned, of over
$2 billion.  This pipeline represents 6.3% of GGP's total
undepreciated assets, up from 3.4% as of Dec. 31, 2006.  While
development activities contain risks not present in ownership of
stabilized retail assets, these risks are somewhat offset by the
fact that GGP's development track record is well-established.

GGP's operational credit metrics have declined from 2004 levels
largely due to the Rouse acquisition, but have stabilized since
that time.  For the 12 months ended Sept. 30, 2007, on a risk-
adjusted basis, Fitch calculates GGP's fixed charge coverage ratio
(defined as adjusted EBITDA less straight-line rents less tenant
improvements, divided by interest expense, capitalized interest
and preferred distributions) was 1.3x, compared with 1.3x and 1.4x
for calendar years 2006 and 2005, respectively.

The use of secured debt in the capital structure encumbering
substantially all assets serves to limit flexibility in a more
difficult capital raising environment.  Given the recent liquidity
stress in the commercial mortgage-backed securities market, Fitch
remains concerned that GGP may face challenges in accessing the
CMBS market on advantageous terms.  This concern is offset to a
degree by management's intention to refinance many of its
properties' maturing mortgages with lower loan-to-value mortgages,
as opposed to stretching for maximum loan proceeds with attendant
higher spreads.  Additionally, management has established a
meaningful track record accessing other sources of secured
financing.

Price Development Company, L.P. senior unsecured notes are notched
above GGP's IDR as a result of structural characteristics that
place Price noteholders in a superior security position relative
to investors in other parts of GGP's capital structure.  
Specifically, the unencumbered asset maintenance covenant results
in adequate entity-level unencumbered assets that could serve as a
source of contingent liquidity for Price noteholders.

The Rouse notes do not receive the same notching benefit of the
Price notes because of the potential for consolidation in a
liquidation scenario.  In addition, the financial covenants
contained in Rouse's note indentures do not explicitly require the
maintenance of unencumbered assets, although the Rouse notes
provide a degree of noteholder protection via secured debt and
total debt limitations within Rouse.

The Stable Outlook reflects continued growth in GGP's comparable
property net operating income.  Moreover, although U.S. retail
sales have slowed in recent months, Fitch expects GGP's business
platform to remain solid in future periods.

GGP is a Chicago-based REIT engaged in acquiring, developing,
renovating and managing regional malls in major and middle markets
throughout the United States.  GGP also has investments in
commercial office buildings and community development projects
purchased in connection with the Rouse acquisition in 2004.  As of
Sept. 30, 2007, the company owned interests in over 200 million
square feet of properties and had $31.9 billion in total
undepreciated book assets.


GENERAL MOTORS: UAW Members Wary on GM's Exposure to ResCap Woes
----------------------------------------------------------------
UAW President Ron Gettelfinger wants an audience with General
Motors Corp.'s chief financial officer Frederick A. Henderson to
seek transparency in the carmaker's vulnerability to the financial
woes of Residential Capital LLC, which it has a 49% stake, Reuters
reports.  The UAW leader disclosed that union members are wary of
the huge drop in GM shares this week.

ResCap is the home mortgage unit of GMAC Financial Services, which
is in turn wholly owned by GMAC LLC.

As reported in yesterday's Troubled Company Reporter, according to
Gimme Credit analyst Kathleen Shanley, GMAC Financial Services and
Cerberus Management Capital LP, which owns 51% stake in ResCap,
could likely place ResCap into bankruptcy due to ResCap's exposure
to homebuilders.  ResCap is currently under restructuring as
severe weakness in the housing market and mortgage industry
continues to prevail.  ResCap will streamline its operations and
revise its cost structure, which will enhance its flexibility,
allowing it to scale operations up or down more rapidly to meet
changing market conditions.

GMAC Financial Services and ResCap continue to investigate
strategic alternatives, including to improve ResCap's liquidity
and to adjust its business in light of current domestic and
international market conditions.  These strategic alternatives
include potential acquisitions as well as dispositions, alliances,
and joint ventures with a variety of third parties with respect to
some or all of ResCap's businesses.

Reuters adds that JPMorgan analyst, Himanshu Patel, said that a
ResCap bankruptcy could cost GM shareholders about $2.65 a share.
  
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.  (Delphi Bankruptcy News, Issue No. 96; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or   
215/945-7000).

                         *     *     *

As reported in the Troubled Company Reporter on Nov. 9, 2007,
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.

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.


GEORGE PHILLIPS: Case Summary & Two Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: George D. Phillips, Sr.
        5201 Holly Court
        Morehead City, NC 28557

Bankruptcy Case No.: 07-04263-8

Chapter 11 Petition Date: November 9, 2007

Court: Eastern District of North Carolina (Wilson)

Judge: J. Rich Leonard

Debtor's Counsel: Trawick H Stubbs, Jr., Esq.
                  Stubbs & Perdue, P.A.
                  P.O. Drawer 1654
                  New Bern, NC 28563
                  Tel: (252) 633-2700
                  Fax: 252 633-9600

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  Less than $50,000

Debtor's list of his two Largest Unsecured Creditors:

           Entity                       Claim Amount
           ------                       ------------
           Carteret Co. Tax Collect           $3,050
           Attn: Manager or Agent
           Courthouse Square
           Beaufort, NC 28516

           Morehead City Tax Collect          $2,908
           Attn: Manager or Agent
           706 Arendell Street
           Morehead City, NC 28557


GHI AUTOMOTIVE: Case Summary & 18 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: GHI Automotive Services, Inc.
        dba GHI, Inc.
        dba Hitches by George, Inc.
        dba George's Hitch, Inc.
        3038 Eastern Avenue Southeast
        Grand Rapids, MI 49508

Bankruptcy Case No.: 07-08649

Chapter 11 Petition Date: November 20, 2007

Court: Western District of Michigan (Grand Rapids)

Judge: Scott W. Dales

Debtor's Counsel: Martin L. Rogalski, Esq.
                  Martin L Rogalski P.C.
                  1881 Georgetown Center
                  Jenison, MI 49428
                  Tel: (616) 457-4410
                  Fax: (616) 457-6944

Estimated Assets: $100,000 to $1 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's list of its 18 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Ford Credit                        Inventory             $358,498
Department 267901
P.O. Box 55000
Detroit, MI 48255-2679

Curt Manufacturing                 Inventory             $173,463
6208 Industrial Drive
Eau Claire, WI 54701

FH Partners L.P.                   All Assets            $526,809
P.O. Box 30018                                           Secured:
Hartford, CT 06150-0018                                  $159,000

Internal Revenue Service           Withholding Taxes     $150,361
                                   for 3rd & 4th Qtr.

Capital One Small Bus. Services    Loan                   $88,566

George E. Stanley Trust            Back Rent on           $33,079
                                   Building Leases

                                   Property Taxes         $31,595

Michigan Dept. of Treasury         2007 State             $21,255
                                   Sales Tax

                                   2007 State              $8,408
                                   Withholding Taxes

Clark Brothers Sales               Inventory              $23,158

Citi Business Card                 Credit Card            $21,165

Cequent Towing Products            Inventory              $19,056

Cardmember Service                 Inventory              $18,172

Capital One                        Credit Card            $18,000

AT&T Yellow Pages                  Advertising            $15,386

Global Accessories                 Inventory              $11,824

Audiovox                           Inventory              $11,506

FIA Card Services Rn.              Credit Card            $11,435

Directed Electronics               Inventory              $10,414

Altron International               Inventory              $11,101


HARBORVIEW MORTGAGE: Fitch Holds 'BB' Rating on Class B-11 Loan
---------------------------------------------------------------
Fitch Ratings has affirmed these classes of Harborview Mortgage
Loan Trust 2005-9:

Series 2005-9

  -- Class A affirmed at 'AAA';
  -- Class B-1 affirmed at 'AA+';
  -- Class B-2 affirmed at 'AA+';
  -- Class B-3 affirmed at 'AA+';
  -- Class B-4 affirmed at 'AA+';
  -- Class B-5 affirmed at 'AA';
  -- Class B-6 affirmed at 'AA-';
  -- Class B-7 affirmed at 'A+';
  -- Class B-8 affirmed at 'A';
  -- Class B-9 affirmed at 'A-';
  -- Class B-10 affirmed at 'BBB-';
  -- Class B-11 affirmed at 'BB'.

The affirmations affect approximately $919.1 million in
outstanding certificates and reflect adequate relationships of
credit enhancement to future loss expectations.

The collateral for the pool consists of adjustable-rate mortgage
loans with interest rates that generally have an initial fixed
rate period of one, two or three months and thereafter adjust on a
monthly basis, secured by first liens on one- to four-family
residential properties.  The mortgage loans were originated and
are serviced by Washington Mutual Bank.  The servicer is rated
'RPS2+' by Fitch.

Fitch will continue to closely monitor this transaction.  If
credit enhancement continues to deteriorate, further rating action
may be necessary.


HOMETOWN COMMERCIAL: Fitch Holds 'B-' Rating on $559,000 Certs.
---------------------------------------------------------------
Fitch Ratings has affirmed Hometown Commercial Capital Trust 2006-
1, commercial mortgage pass-through certificates, as:

  -- $107.7 million class A at 'AAA';
  -- Interest-only class X at 'AAA';
  -- $3.4 million class B at 'AA';
  -- $1.7 million class C at 'AA-';
  -- $3.2 million class D at 'A';
  -- $4.3 million class E at 'BBB+';
  -- $1.5 million class F at 'BBB';
  -- $1.9 million class G at 'BBB-';
  -- $1.1 million class H at 'BB+';
  -- $560,000 class J at 'BB';
  -- $746,000 class K at 'BB-';
  -- $372,000 class L at 'B+';
  -- $560,000 class M at 'B';
  -- $559,000 class N at 'B-'.

The $3.7 million class O is not rated by Fitch.

The rating affirmations reflect the transaction's stable
performance, scheduled loan amortization and paydown since
issuance.  As of the November 2007 distribution date, the pool's
aggregate collateral balance has been reduced by 12% to $131.2
million from $149.2 million at issuance.

There are currently two loans (2.1%) in special servicing.  The
largest loan (1.2%) is secured by a limited-service hotel located
in Waco, Texas.  The loan payments are current and the transfer to
special servicing occurred as a result of the borrower losing the
Best Western Franchise.

The other specially serviced loan (0.9%) is secured by an office
property located in Plantation, Forida and is current.  The loan
was recently transferred to the special servicer on Nov. 2, 2007
due to imminent default.

Fitch identified 14 loans (45.7%) as loans of concern for
declining performance and occupancy.  Fitch will continue to
closely monitor these loans for any further declines and
additional transfers to the special servicer.


IKON OFFICE: $500MM Stock Repurchase Cues Moody's Rating Review
---------------------------------------------------------------
Moody's Investors Service placed the ratings of IKON Office
Solutions under review for possible downgrade.  The action was
prompted by the company's announcement that its Board of Directors
has approved the repurchase of $500 million of its common stock of
which up to $295 million is intended to be repurchased through a
modified "Dutch Auction" self-tender offer with the balance
repurchased during fiscal 2008.  The company plans to fund the
repurchase with cash and incremental borrowings.

Ratings under review include:

  -- Corporate Family Rating of Ba2;

  -- Probability of Default Rating of Ba2;

  -- Senior unsecured $14 million, notes due 2008 at Ba3,
     LGD 4, 64%;

  -- Senior unsecured $225 million, notes due 2015 at Ba3,
     LGD 4, 64%;

  -- Senior unsecured $260 million notes due 2025 at Ba3,
     LGD 4, 64%;

  -- Senior unsecured $95 million notes due 2027 at Ba3,
     LGD 4, 64%.

The review will focus on the company's capital structure and
liquidity profile pro forma the announced tender offer as well as
the company's prospects to profitably grow revenues on a sustained
basis in the competitive and slow growth office equipment sector.

An ongoing challenge is to grow revenues, which have declined
between 1% and 2% year over year for the last several quarters,
although the most recent quarter showed slight growth.  
Additionally, gross margins remain under modest pressure.  Gross
margins declined to 33.2% in fiscal 2007 compared to 34.1% in
fiscal 2006 as a result of some product mix shifts to lower margin
equipment, pricing pressure to win the installed base that
generally leads to recurring streams of aftermarket service and
supplies revenue, as well as a lower level of used equipment sales
which carry higher gross margins.  While installed base activity
has shown signs of progress, Moody's notes that IKON's revenue per
page and page volumes have actually declined modestly.  The review
will examine these trends and the prospects for the company to
generate improved post sale revenue streams.  Management has
effectively countered these operational challenges with steady
productivity improvements and expense control, with SG&A expenses
down to 28.3% from 29.6% in fiscal 2006.  As a result, operating
margins continued their slight expansion, reaching 4.9% in fiscal
2007.

IKON's liquidity profile is good currently, as reflected in its
SGL-1 speculative grade liquidity rating.  The review will also
consider the implications of the use of cash to effect part of the
tender offer, which would consume some of the company's financial
flexibility.

IKON Office Solutions, headquartered in Valley Forge, Pennsylvania
is the largest independent copier distributor in North America and
the United Kingdom with revenues of $4.2 billion.


IKON OFFICE: $500 Mil. Stock Purchase Cues S&P's Negative Watch
---------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'BB' corporate
credit rating on Malvern, Pennsylvania-based IKON Office Solutions
Inc. on CreditWatch with negative implications.
     
The CreditWatch listing reflects the company's recent announcement
that its board of directors has approved the repurchase of $500
million of its common stock.  IKON intends to repurchase up to
$295 million of stock through an immediate tender offer and the
balance during fiscal 2008.
     
"The CreditWatch listing reflects our expectation that IKON will
use incremental debt financing and existing cash to finance the
share repurchases, thereby increasing leverage and reducing
financial flexibility," said Standard & Poor's credit analyst
Molly Toll-Reed.
     
As of Sept. 30, 2007, IKON had total adjusted debt to EBITDA of
3.5x and cash and investments of $349 million.  S&P will assess
the company's financial policy with respect to balancing its
financial profile, shareholder returns, and strategic growth
objectives before resolving the CreditWatch.
     
IKON is the leading independent provider of document management
systems and services, with fiscal 2007 revenues of
$4.2 billion.


INDYMAC ABS: Fitch Holds Junk Ratings on Three Cert. Classes
------------------------------------------------------------
Fitch has taken rating actions on IndyMac ABS Inc. Home Equity
transactions:

Series SPMD 2000-A Group 1:

  -- Class AF-3 affirmed at 'AAA';
  -- Class R affirmed at 'AAA';
  -- Class MF-1 affirmed at 'BBB-';
  -- Class MF-2 remains at 'CC/DR2';
  -- Class BF remains at 'C/DR5'.

Series SPMD 2000-A Group 2:

  -- Class AV-1 affirmed at 'AAA';
  -- Class MV-1 affirmed at 'AA';
  -- Class MV-2 downgraded to 'BBB+' from 'A+';
  -- Class BV downgraded to 'BB' from 'BBB'.

Series SPMD 2001-B Groups 1 & 2:

  -- Class R affirmed at 'AAA';
  -- Class MF-1 downgraded to 'A' from 'AA' and placed on
     Rating Watch Negative;
  -- Class MF-2 downgraded to 'BB' from 'BBB-';
  -- Class BF remains at 'CC/DR3'.

The affirmations reflect satisfactory credit enhancement
relationships to future loss expectations and affect approximately
$11.3 million in outstanding certificates, as of the Oct. 25, 2007
distribution date.  The downgrades are due to deterioration in the
relationship between CE and expected losses and affect
approximately $14.8 million in outstanding certificates.  This
number includes $11.7 million of certificates that have also been
placed on Rating Watch Negative.

The mortgage loans in these transactions were originated or
acquired by IndyMac Bank, FSB which is also the master servicer
for these loans.  The collateral in the above transactions
consists of fixed-rate and adjustable-rate subprime loans secured
by first or second liens on one- to four-family residential
properties

These transactions are seasoned 90 months and 76 months,
respectively. The pool factors (i.e., current mortgage loans
outstanding as a percentage of the initial pool) range from 4% to
6%. The cumulative losses, as a percentage of the original
collateral balances, range from 2.73% to 4.79%.

As of the October 25, 2007 distribution date, the
overcollateralization for series 2000-A Group 1 was zero versus a
target of $600,970.  The 60+ delinquencies are 11.93% of current
collateral balance.  This includes foreclosures and real estate
owned of 4.78% and 2.87%, respectively.  The OC for Group 2 was
$752,281 versus a target of $774,030.  The 60+ delinquencies are
41.05% of current collateral balance.  This includes foreclosures
and real estate owned of 29.57% and 7.28%, respectively.

The OC for series 2001-B was $31,706 versus a target of
$1,750,000.  The 60+ delinquencies are 51.99% of current
collateral balance.  This includes foreclosures and REO of 20.03%
and 9.91%, respectively.


INNOVA ROBOTICS: Sept. 30 Balance Sheet Upside-Down by $4.06 Mil.
-----------------------------------------------------------------
Innova Robotics & Automation Inc.'s consolidated balance sheet at
Sept. 30, 2007, showed $1,075,383 in total assets and $5,137,563
in total liabilities, resulting in a $4,062,180 total
shareholders' deficit.

The company's consolidated balance sheet at Sept. 30, 2007, also
showed strained liquidity with $198,945 in total current assets
available to pay $3,924,123 in total current liabilities.

The company reported a net loss of $367,614 on revenues of
$1,056,456 for the third quarter ended Sept. 30, 2007, compared
with a net loss of $2,977,488 on revenues of $255,717 in the same
period last year.

The decrease in net loss is due primarily to derivative income of
$1,564,535 recorded in the 2007 period compared to a derivative
loss of $766,290 recorded in the 2006 period.  The derivative
income in the 2007 period resulted from a reduction in the
derivative liability which is inversely proportional to the
company's stock price.  The derivative loss in the 2006 period
resulted from the initial recording of the $2,825,000 Cornell
convertible debenture financing in July 2006.

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?25a3

                      Going Concern Doubt

LBB & Associates Ltd. LLP, in Houston, expressed substantial doubt
about Innova Robotics & Automation Inc.'s ability to continue as a
going concern after auditing the company's consolidated financial
statements for the year ended Dec. 31, 2006.  The auditing firm
pointed to the company's recurring losses from operations, and its
need for additional financing in order to fund its projected loss
in 2007.

                      About Innova Robotics

Headquartered in Ft. Myers, Florida, Innova Robotics & Automation
Inc. (INRA.OB) -- http://www.innovaroboticsautomation.com/ --   
provides innovative solutions for customers in the software,
aerospace, research, and service industries.


INROB TECH: Sept. 30 Balance Sheet Upside-Down by $896,291
----------------------------------------------------------
InRob Tech Ltd.'s consolidated balance sheet at Sept. 30, 2007,
showed $5,864,049 in total assets and $6,760,340 in total
liabilities, resulting in a $896,291 total shareholders' deficit.

The company's consolidated balance sheet at Sept. 30, 2007, also
showed strained liquidity with $4,812,369 in total current assets
available to pay $5,212,657 in total current liabilities.

The company reported a net loss of $891,434 on total revenues of
$440,639 for the third quarter ended Sept. 30, 2007, compared with
a net loss of $269,434 on total revenues of $182,225 in the same
period in 2006.

The overall increase in revenues resulted primarily from an
increase in product sales from $69,519 in 2006 to $379,938 in
2007.  Service revenues decreased from $112,706 in 2006 to $60,701
in 2007, a decrease of 46.1%.

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?25a8

                       Going Concern Doubt

Davis Accounting Group P.C., in Cedar City, Utah, expressed
substantial doubt about InRob Tech Ltd.'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 experienced operating losses, and
has negative working capital.  

The company has incurred significant operating losses through
Sept. 30, 2007, and has insufficient revenues to cover its ongoing
operating costs.

                         About Inrob Tech

Headquartered in Las Vegas, Nevada, InRob Tech Ltd. (OTC BB:
IRBL.OB) -- http://www.inrobtech.com/-- is an Israeli-based high-
tech company specializing in the planning, manufacturing and
service support of advanced wireless and remote control systems,
operating all types of robots and other vehicles.  The company is
Israel's leader in its field, and supports the Israeli Defense
Forces, Israeli police, and other military and civilian companies
dealing with security.  Founded in 1988, the company works closely
with other high-tech companies to provide the most advanced and
comprehensive UGV solutions to the market.


INTERACT HOLDINGS: Sept. 30 Balance Sheet Upside-Down by $2.5 Mil.
-----------------------------------------------------------------=
Interact Holdings Group Inc.'s consolidated balance sheet at Sept.
30, 2007, showed $3,639,906 in total assets and $6,165,602 in
total liabilities, resulting in a $2,525,696 total shareholders'
deficit.

The company's consolidated balance sheet at Sept. 30, 2007, also
showed strained liquidity with $1,001,467 in total current assets
available to ay $2,102,828 in total current liabilities.

The company reported net income of $108,551 on revenues of
$1,112,078 for the third quarter ended Sept. 30, 2007, compared
with a net loss of $759,411 on revenues of $938,706 in the same
period last year.

The increase in revenues is primarily due to the acquisitions of
DNI and UTSI, as well as an overall increase in sales.

The company reported an operating profit of $330,117 for the three
months ended Sept. 30, 2007, compared to an operating loss of
$450,042 for the corresponding period in 2006.  

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?25a4

                      Going Concern Doubt

Gruber & Company LLC, in Lake Saint Louis, Missouri, expressed
substantial doubt about Interact Holdings Group Inc.'s (formerly
The Jackson Rivers Company) ability to continue as a going concern
after auditing the company's consolidated financial statements as
of the year ended Dec. 31, 2006.  The auditing firm pointed to the
company's retained deficit of $4,562,376 as of Dec. 31, 2006.

                     About Interact Holdings

Headquartered in Houston, Texas, Interact Holdings Group, Inc. --
(OTC BB: IHGR.OB) -- http://interactholdings.com/-- through its  
operating subsidiaries, provides technology and services to the
petroleum, utility and communications industries.

Interact Holdings maintains two operating subsidiaries, Diverse
Networks and UTSI International.  The company's current services
include Supervisory Control and Data Acquisition (SCADA), Machine-
to-Machine (M2M) technology and services, engineering, consulting,
network and operations management support.


JACK TAYLOR: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Jack R. Taylor
        168 Naomi Road
        Belle Vernon, PA 15012

Bankruptcy Case No.: 07-27146

Chapter 11 Petition Date: November 9, 2007

Court: Western District of Pennsylvania (Pittsburgh)

Debtor's Counsel: Gary William Short, Esq.
                  436 Seventh Avenue
                  2317 Koppers Building
                  Pittsburgh, PA 15219
                  Tel: (412) 765-0100
                  Fax: (412) 765-2211

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

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


JUDY ROSS: Case Summary & Eight Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Judy E. Ross
        100 Beechdale Court
        Accokeek, MD 20607

Bankruptcy Case No.: 07-21693

Chapter 11 Petition Date: November 20, 2007

Court: District of Maryland (Greenbelt)

Judge: Thomas J. Catliota

Debtor's Counsel: Kimberly D. Marshall, Esq.
                  603 Post Office Road
                  Suite 306
                  Waldorf, MD 20602
                  Tel: (301) 893-2311
                  Fax: (301) 893-0392

Estimated Assets: Less than $10,000

Estimated Debts:  $1 Million to $100 Million

Debtor's list of its Eight Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Mortgage Service Center                                $418,161
4001 Leadenhall Road
Mount Laurel, NJ 08054

Pentagon F.C.U.                                        $198,367
P.O. Box 1432
Alexandria, VA 22314

U.S. Department of Education     Student Loan          $109,571
501 Bleecker Street
Utica, NY 13501

Huntington Mortgage Co.                                $108,865

Bank of America                                         $28,451

Portfolio Recovery & Affiliated                         $22,078

Discover Financial Services                             $13,704

Sallie Mae Servicing             Student Loan           $11,131


JULIA JACKSON: Case Summary & Nine Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Julia Mae Jackson
        7829 South Essex
        Chicago, IL 60649

Bankruptcy Case No.: 07-21162

Chapter 11 Petition Date: November 12, 2007

Court: Northern District of Illinois (Chicago)

Judge: Carol A. Doyle

Debtor's Counsel: Robert R. Benjamin, Esq.
                  Querrey & Harrow, Ltd.
                  175 West Jackson Boulevard
                  Suite 1600
                  Chicago, IL 60604
                  Tel: (312) 540-7000
                  Fax: (312) 540-0578

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's list of her nine Largest Unsecured Creditors:

   Entity                       Nature of Claim     Claim Amount
   ------                       ---------------     ------------
Bayview Loan Servicing          1st mortgage            $938,000
P.O. Box 331409                 7847-53 S. Essex
Miami, FL 33233                 Chicago, IL            ($937,500
                                                        secured)

Waltner Posner                  2nd mortgage            $100,000
c/o William F. Sullivan         7819 S. Essex
  & Assoc.                      Chicago, IL         ($0 secured)
3425 West Dempster Street       7829 S. Essex
Skokie, IL 60076                Chicago, IL
                                7831 S. Essex
                                Chicago, IL

Harrah's Entertainment          Judgment lient           $75,000
c/o Blatt, Hasenmiller,         dated 4/9/07
Leibsrer &                     7819 S. Essex       ($0 secured)
2 North LaSalle, Suite 900      7829 S. Essex
Chicago, IL                     7831 S. Essex

Eddie C. Matthews               Material supplies        $20,000
                                and construction
                                costs for 7819 S.
                                Essex
                                Chicago, IL

Cook County Treasurer           2006 second              $4,711
                                installment
                                property taxes
                                7831 S. Essex
                                Chicago, IL

                                2006 second              $4,632
                                installment
                                property taxes
                                7819 S. Essex
                                Chicago, IL

                                2006 second              $4,715
                                installment
                                property taxes
                                7829 S. Essex
                                Chicago, IL

Mr. C. Construction             Bathroom                 $12,300
                                construction
                                7829 S. Essex
                                Chicago, IL

Mega Volts                      Electrical services      $11,500
                                at 7847-53 S.
                                Essex
                                Chicago, IL

City of Chicago                 Housing code              $4,000
                                violation
                                7847-53 S. Essex
                                Chicago, IL

Climateguard Design &           Mechanics lien            $2,379
Installation                   dated 1/16/07
                                7829 S. Essex       ($0 secured)
                                Chicago, IL


LARRY MORINIA: Case Summary & Eight Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Larry L. Morinia
        dba LBM Trucking, Larry Lloyd Morinia
        Brenda Joyce Morinia
        fdba More Than Digital
        6400 Prarie Dunes Northeast
        Albuquerque, NM 87111

Bankruptcy Case No.: 07-12803

Chapter 11 Petition Date: November 7, 2007

Court: New Mexico (Albuquerque)

Judge: James S. Starzynski

Debtor's Counsel: Arin Elizabeth Berkson, Esq.
                  Moore, Berkson & Gandarilla, P.C.
                  P.O. Box 216
                  Albuquerque, NM 87103-0216
                  Tel: (505) 242-1218
                  Fax : 505-242-2836

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's list of its Eight Largest Unsecured Creditors:

        Entity                          Claim Amount
        ------                          ------------
        MBNA America Bank                    $12,790    
        P.O. Box 15027
        Wilmington, DE 19850

        AT & T Wireless                       $2,000
        c/o Palisades Collection LLC
        210 Sylan Avenue
        Englewood, NJ 07632

        Credit One Bank, NA                     $597
        P.O. Box 98873
        Las Vegas, NV 89193

        GEMB/JCP                                $486

        Alltel                                  $404

        Asset Acceptance LLC                    $348

        HSBC NV                                 $101

        Comcast of Albuquerque                   $47


LB-UBS COMMERCIAL: Stable Performance Cues Fitch to Hold Ratings
----------------------------------------------------------------
Fitch has affirmed LB-UBS Commercial Mortgage Trust 2006-C7,
commercial mortgage pass-through certificates, as:

  -- $36.5 million class A-1 at 'AAA';
  -- $624 million class A-2 at 'AAA';
  -- $54 million class A-AB at 'AAA';
  -- $968.1 million class A-3 at 'AAA';
  -- $427.6 million class A-1A at 'AAA';
  -- $302 million class A-M at 'AAA';
  -- $294.4 million class A-J at 'AAA';
  -- $22.6 million class B at 'AA+';
  -- $30.2 million class C at 'AA';
  -- $30.2 million class D at 'AA-';
  -- $26.4 million class E at 'A+';
  -- $26.4 million class F at 'A';
  -- Interest-only class X-CP at 'AAA';
  -- Interest-only class X-CL at 'AAA';
  -- Interest-only class X-W at 'AAA';
  -- $26.4 million class G at 'A-';
  -- $30.2 million class H at 'BBB+';
  -- $26.4 million class J at 'BBB';
  -- $26.4 million class K at 'BBB-';
  -- $7.5 million class L at 'BB+';
  -- $3.8 million class M at 'BB';
  -- $11.3 million class N at 'BB-';
  -- $3.8 million class P at 'B+';
  -- $3.8 million class Q at 'B';
  -- $3.8 million class S at 'B-'.

Fitch does not rate the $30.2 million class T certificates.  The
rating affirmations are the result of stable pool performance and
minimal pay down since issuance.  As of the November 2007
distribution date, the pool's aggregate principal balance has
decreased 0.1% to $3.020 billion from $3.015 billion at issuance.  
Interest only loans comprise 55.8% of the pool and an additional
32.5% of the pool is comprised of partial interest only loans.

One loan (0.3%), secured by a 38,592 square foot office property
in Orlando, Florida, is currently in special servicing and is 60
days delinquent.  The special servicer is working with the
borrower to bring the loan current.  Losses are currently not
expected.

Fitch reviewed the most recent servicer provided operating
statement analysis reports for the four shadow rated loans: 520
Madison Avenue (15.8%), 1211 Avenue of the Americas (9.1%), Valley
Manor Nursing & Rehabilitation Center (8.3%) and Reston Town
Center (4.0%).  Based on their stable performance since issuance
the loans maintain their investment grade shadow ratings.

The largest shadow rated loan, 520 Madison Avenue (15.8%), is
secured by a 994,757 sf class A office building located in the
Plaza District submarket of Midtown Manhattan, New York. Major
tenants include Jefferies & Company, Inc. (rated 'BBB+' by Fitch),
Mitsubishi (rated 'A+' by Fitch), Metallgesellschaft and CA, Inc.
(rated 'BBB-' by Fitch).  Occupancy as of June 30, 2007 is 99.8%
compared to 99.5% at issuance.

The second largest shadow rated loan, 1211 Avenue of the Americas
(15.8%), is secured by a 1.9 million sf class A office building
located in Midtown Manhattan, New York.  The $275 million pari
passu A-1 note is included in this transaction. The $400 million
pari passu A-2 note is included in the LB-UBS 2006-C6 transaction
(not rated by Fitch).  Major tenants include News America (rated
'BBB' by Fitch), Ropes & Gray, Westdeutsche Landesbank (rated 'A+'
by Fitch) and JP Morgan Chase (rated 'AA-' by Fitch). Occupancy as
of June 30, 2007 is 100% compared to 99.9% at issuance.


LEVITT AND SONS: Can Hire Kurtzman Carson as Claims Agent
---------------------------------------------------------
The Honorable Raymond B. Ray of the U.S. Bankruptcy Court for the
Southern District of Florida gave authority to Levitt and Sons LLC
and its debtor-affiliates to hire Kurtzman Carson Consultants LLC
as their notice, claims and balloting agent, nunc pro tunc to the
Nov. 9, 2007.

The Debtors believe that approval of their agreement with KCC and
the firm's appointment as notice, claims, and balloting agent of
the Court will facilitate the orderly and efficient management of
their Chapter 11 cases.

KCC is expected to:

   -- prepare and serve required notices in the Debtors' cases;

   -- receive, examine and maintain copies of all proofs of claim
      and proofs of interest filed;

   -- maintain official claims registers as well as an up-to-date
      mailing lists for all entities that have filed proofs of
      claim or proofs of interest;

   -- implement necessary security measures to ensure the
      completeness and integrity of the claims registers;

   -- provide the Clerk of Court with a copy of the claims
      registers;

   -- provide access to the public for examination of copies of
      proofs of claim or interest filed;

   -- record all transfers of claims;

   -- provide temporary employees to process claims as necessary;
      and

   -- provide balloting and other related administrative
      services, including printing of and sending out ballots for
      the solicitation of votes on the Debtors' Chapter 11 plan
      and preparing voting reports.

The Debtors will pay KCC in accordance with the firm's customary
rates.  A copy of KCC's fee schedule is available at no charge at
http://researcharchives.com/t/s?255f

KCC will not withdraw from the Debtors' Chapter 11 cases without
the Court's permission.

Judge Ray also modified certain provisions in KCC's retention
agreement to:

   -- strike any reference to late charges or interest;

   -- provide that, to the extent that upon conversion of the
      instant case, KCC's employment will terminate unless
      extended by Court order; and

   -- provide that the Limitations of Liability will not apply in
      the case of gross negligence or willful misconduct of the
      firm.

Sheryl R. Betance, director of restructuring services at KCC,
assures the Court that her firm has not represented and has no
relationship with the Debtors, their creditors and equity
security holders, and any other interested parties in the case,
in any matters relating to the bankruptcy cases.  KCC, Ms.
Betance says, is a "disinterested person" as the term is defined
in Section 101(14) of the Bankruptcy Code.

                      About Levitt and Sons

Based in Fort Lauderdale, Florida, Levitt and Sons LLC --
http://www.levittandsons.com/-- is the homebuilding subsidiary of    
Levitt Corporation (NYSE:LEV).  Levitt Corp. --
http://www.levittcorporation.com/-- together with its      
subsidiaries, operates as a homebuilding and real estate
development company in the southeastern United States.  The
company operates in two divisions, homebuilding and land.  The
homebuilding division primarily develops single and multi-family
homes for adults and families in Florida, Georgia, Tennessee, and
South Carolina.  The land division engages in the development of
master-planned communities in Florida and South Carolina.

Levitt and Sons LLC and 38 of its homebuilding affiliates filed
for Chapter 11 protection on Nov. 9, 2007 (Bankr. S.D. Fla. Lead
Case No. 07-19845).  Paul Singerman, Esq. and Jordi Guso, Esq., at
Berger Singerman, P.A., represent the Debtors in their
restructuring efforts.  The Debtors chose AP Services, LLC as
their crisis managers, and Kurtzman Carson Consultants, LLC as
their claims and noticing agent.  Levitt Corp., the parent
company, is not included in the bankruptcy filing.

The Debtors' latest consolidated financial condition as of
Sept. 30, 2007 reflect total assets of $900,392,000, and total
liabilities of $780,969,000.  (Levitt and Sons Bankruptcy News,
Issue No. 4; Bankruptcy Creditors' Service Inc.;
http://bankrupt.com/newsstand/or 215/945-7000)


LEVITT AND SONS: Court Okays Berger Singerman as Bankr. Counsel
---------------------------------------------------------------
Levitt and Sons LLC and its debtor-affiliates obtained authority
from the U.S. Bankruptcy Court for the Southern District of
Florida to employ Berger Singerman, P.A., as their counsel, nunc
pro tunc to Nov. 9, 2007.

Berger Singerman is expected to:

   (a) advise the Debtors with respect to their responsibilities
       in complying with the United States Trustee's Guidelines
       and Reporting Requirements and with the rules of the
       Court;

   (b) prepare motions, pleadings, orders, applications,
       adversary proceedings, and other legal documents necessary
       in the administration of the Debtors' Chapter 11 cases;

   (c) protect the interests of the Debtors in all matters
       pending before the Court; and

   (d) represent the Debtors in negotiations with their creditors
       and in the preparation of a plan.

Berger Singerman's hourly rates, subject to adjustments, are:

      Professionals                        Hourly Rate
      -------------                        -----------
      Paul Singerman, Esq.                    $475
      Jordi Guso, Esq.                        $435
      Leslie Gern Cloyd, Esq.                 $435

      Associate attorneys                  $250 - $370
      Legal assistants and paralegals       $75 - $160

Paul Steven Singerman, Esq., at Berger Singerman, P.A., in Miami,
Florida, an attorney at and shareholder of the firm, disclosed
that the firm's conflicts check system revealed certain parties
represented, or is being represented, by the firm, none of which
impairs the firm's disinterestedness or constitutes any conflict
of interest.

Berger Singerman neither holds nor represents any interest
adverse to the Debtors and is a "disinterested person" within the
scope and meaning of Section 101(14) of the Bankruptcy Code, Mr.
Singerman stated.  Neither he nor the firm has or will represent
any other entity in connection with the Debtors' Chapter 11 cases
and accept any fee from any other party or parties, except the
Debtors, unless otherwise authorized by the Court, he continues.

The Debtors retained Berger Singerman to act as their legal
counsel in connection with restructuring matters on Aug. 28, 2007.  
Since then, the firm has provided prepetition services to the
Debtors.  Mr. Singerman disclosed that a total of $1,526,271
was received between the period September 25 and Nov. 8, 2007.

According to Mr. Singerman, the firm has applied the amount in
payment in full of its prepetition fees and expenses, and after
doing so, $825,000 will be held by Berger Singerman as security
for the fees and costs that may be awarded to it by the Court --
$750,000 as fee retainer, and $75,000 as cost deposit.

                      About Levitt and Sons

Based in Fort Lauderdale, Florida, Levitt and Sons LLC --
http://www.levittandsons.com/-- is the homebuilding subsidiary of    
Levitt Corporation (NYSE:LEV).  Levitt Corp. --
http://www.levittcorporation.com/-- together with its      
subsidiaries, operates as a homebuilding and real estate
development company in the southeastern United States.  The
company operates in two divisions, homebuilding and land.  The
homebuilding division primarily develops single and multi-family
homes for adults and families in Florida, Georgia, Tennessee, and
South Carolina.  The land division engages in the development of
master-planned communities in Florida and South Carolina.

Levitt and Sons LLC and 38 of its homebuilding affiliates filed
for Chapter 11 protection on Nov. 9, 2007 (Bankr. S.D. Fla. Lead
Case No. 07-19845).  Paul Singerman, Esq. and Jordi Guso, Esq., at
Berger Singerman, P.A., represent the Debtors in their
restructuring efforts.  The Debtors chose AP Services, LLC as
their crisis managers, and Kurtzman Carson Consultants, LLC as
their claims and noticing agent.  Levitt Corp., the parent
company, is not included in the bankruptcy filing.

The Debtors' latest consolidated financial condition as of
Sept. 30, 2007 reflect total assets of $900,392,000, and total
liabilities of $780,969,000.  (Levitt and Sons Bankruptcy News,
Issue No. 4; Bankruptcy Creditors' Service Inc.;
http://bankrupt.com/newsstand/or 215/945-7000)


LEVITT AND SONS: Wants to Abandon Bank Collateral and Properties
----------------------------------------------------------------
Levitt and Sons, LLC, and certain of its debtor-affiliates seek
authority from the U.S. Bankruptcy Court for the Southern District
of Florida to abandon certain real properties in which they "have
no equity and which are financially burdensome to maintain."

As disclosed at the "first day hearings" in their Chapter 11
cases, the Debtors have been in discussions with their senior
lenders regarding the willingness to provide additional financing
to complete vertical construction necessary to complete sales of
homes, including homes that are currently under contract.

The Debtors also announced that if they and their lenders could
not reach mutually acceptable agreements regarding the terms of
additional financing, the Debtors would seek authority to
promptly abandon the collateral securing debt owed to lenders
with which the Debtors do not have agreements.

As of Nov. 16, 2007, the Debtors tell the Court that they have not
reached separate agreements with Bank of America, N.A., KeyBank,
N.A., and Wachovia Bank, N.A., on the terms of such financing.

If the Debtors and the Banks have not reached agreement by the
requested November 27 hearing on the Motion, the Debtors will
prosecute the motion and seek authority to immediately abandon
the collateral.

                    BOA and KeyBank Collateral

On the Debtors' behalf, Jordi Guso, Esq., at Berger Singerman,
P.A., in Miami, Florida, relates that pursuant to a credit
facility dated as of Oct. 6, 2005, as amended from time to time,
among BOA, as lender; Levitt & Sons and GC LLC, as borrowers; and
Levitt & Sons at Hawk's Haven, LLC, Levitt & Sons at Hunter's
Creek, LLC, Levitt & Sons of Lake County, LLC, Levitt & Sons of
Seminole County, LLC, Levitt & Sons of Osceola County, LLC, and
Levitt & Sons of Flagler County, LLC, as guarantors, BOA provided
a $125,000,000 revolving line of credit to the borrowers.

In addition, pursuant to an Aug. 9, 2005 credit facility, as
amended, among KeyBank, as lender; Levitt & Sons, as borrower;
and Levitt & Sons at Tradition, LLC, Levitt & Sons of Hernando
County, LLC, and Levitt & Sons of Lee County, as guarantors,
KeyBank provided a $125,000,000 revolving acquisition and
development loan to the borrower.

Mr. Guso informs the Court that, as of Sept. 30, 2007:

   (a) borrowings under the BOA Credit Facility, which is secured
       by mortgage liens on the real property owned by the BOA
       Guarantors, totaled approximately $103,000,000, plus
       interests, costs and attorneys' fees; and

   (b) borrowings under the KeyBank Credit Facility, which is
       secured by, inter alia, first priority mortgage liens on
       the real property owned by the KeyBank Guarantors, totaled
       approximately $95,000,000, plus interests, costs and
       attorneys fees.

The BOA and KeyBank Debtors insist that the Court should
authorize them to abandon their right, title and interest in all
of the banks' Collateral, including their right title and
interest in the properties pursuant to Section 554(a) of the
Bankruptcy Code.

The BofA properties include:

   -- Cascades at River Hall, (Hawks Haven) Lee County;
   -- Hunter's Creek Charter Gardens, Orange County;
   -- Cascades at Groveland, Lake County;
   -- Turtle Creek, Osceola County;
   -- Hunter's Creek, Orange County;
   -- Cascades at Grand Landings, Flagler County; and
   -- Jesups Landing, Jesup Reserve and Reserve at Sanford,
      Seminole County.

A full-text copy of the legal description of the BOA Collateral
is available for free at:

               http://researcharchives.com/t/s?25a0

The KeyBank properties are:

   -- Seasons at Tradition, St. Lucie County;
   -- Cascades at Southern Hills, Hernando County; and
   -- San Simeon/Bonita Springs, Lee County.

A full-text copy of the legal description of the KeyBank
Collateral is available for free at:

               http://researcharchives.com/t/s?25a1

Moreover, in a separate filing, KeyBank seeks immediate relief
from the automatic stay to, inter alia, secure and complete the
properties as may be necessary to preserve their value, to obtain
the production of documents from the KeyBank Debtors specifically
related to each construction project so that the build-out can be
completed, and to foreclose their liens and liquidate the KeyBank
Collateral as it sees fit.

Phillip M. Hudson, III, Esq., at Arnstein & Lehr LLP, in Miami,
Florida, states, on KeyBank's behalf, that as of the Petition
Date, the KeyBank Debtors owe KeyBank roughly $96,000,000.  To
secure these debt obligations, KeyBank holds property perfected,
first priority liens on the undeveloped home sites, home sold and
in production, and quick delivery homes, and other real and
personal property.

The KeyBank Collateral is in various stages of build-out, Mr.
Hudson notes, adding that a significant number of the homes old
and in production are not completed and are subject to damage or
loss due to weather, theft, and vandalism.

Although KeyBank does not object to the KeyBank Debtors' proposed
abandonment of the KeyBank Collateral, the bank seeks that the
Court provide language in the Abandonment Order directing any
other holder of a claim asserting a claim against the KeyBank
Collateral to first file with the Court a motion for relief from
stay to prevent a "race to courthouse" by other creditors and to
prevent unnecessary interference by the estate's creditors.

                       Wachovia Collateral

Mr. Guso states that Wachovia has provided working capital and
acquisition and development loans to Levitt & Sons; Bellaggio by
Levitt and Sons, LLC; Levitt and Sons at World Golf Village, LLC;
Levitt and Sons of Manatee County, LLC; Levitt and Sons of
Cherokee County, LLC; Levitt and Sons of Hall County, LLC; Levitt
and Sons of Paulding County, LLC; and Levitt and Sons of Horry
County, LLC:

A. Wachovia Rio Mar Credit Facility

Pursuant to an acquisition, development and construction
revolving loan facility, dated Sept. 5, 2002, as amended, among
Wachovia, as lender, LAS Manatee County and Bellagio, as
borrowers, and Levitt & Sons, as guarantor, Wachovia provided a
$40,000,000 credit facility to the Debtors.

As of Sept. 30, 2007, borrowings under the Wachovia Rio Mar
Credit Facility totaled $9,600,000.  The credit facility is
secured by first priority mortgage liens on the real property
owned by LAS Manatee County.

B. Wachovia A&D Credit Facility

Pursuant to a residential acquisition, development and
construction revolving loan facility, dated May 31, 2006, as
amended, amongst Wachovia, as lender, Levitt & Sons, as borrower,
and LAS Hall County, LAS Cherokee County, LAS Paulding County,
LAS Horry County, as guarantors, Wachovia provided a $125,000,000
credit facility to the Borrowers.

As of September 30, borrowings under the Wachovia A&D Credit
Facility aggregated $102,000,000.  The Wachovia A&D Credit
Facility is secured by, inter alia, mortgage liens on the real
property owned by the Wachovia Guarantors.

C. Wachovia World Golf Village Facility

Pursuant to a Sept. 29, 2004 credit facility among Wachovia, as
lender, LAS and LAS World Golf Village, as borrowers, Wachovia
provided a $26,500,000 credit facility.

As of Sept. 30, 2007, total borrowings under the Wachovia World
Golf Village Facility totaled $8,600,000.  The credit facility is
secured by, inter alia, a mortgage lien on the real property owned
by LAS World Golf Village.

Mr. Guso informs the Court that Wachovia asserts first priority
liens on, and security liens in, substantially all of the
Wachovia Guarantors and LAS World Golf Village's assets, both
tangible and intangible, real and personal, and the proceeds and
recoveries of the other collaterals.  Each of the credit
facilities provided by Wachovia is cross-defaulted and cross
collaterized, he says.

Mr. Guso contends that the if the Debtors and Wachovia have not
reached agreement by November 27, the Debtors will prosecute the
Motion and seek authority to immediately abandon the collateral,
including these properties:

    -- Cascades at World Golf Village, St. Johns County;
    -- Seasons at Laurel Canyon, Cherokee, Georgia;
    -- Seasons on Lake Lanier, Hall, Georgia;
    -- Seasons at Prince Creek, Horry, South Carolina;
    -- Seasons/Waterstone at Seven Hills, Paulding, Georgia; and
    -- Cascades Sarasota, Manatee County.

A detailed description of the properties is available for free at
http://researcharchives.com/t/s?25a2

        Value of Collateral is Less than Indebtedness Rate

The Abandoned Collateral of the three banks is burdened by a debt
so large that there is no "equity value" therein, Mr. Guso
asserts, citing In re Resource Technology Corp., 430 F.3d 884,
887 (7th Cir. 2005).

Mr. Guso notes that Section 554(a) provides that, "[a]fter notice
and a hearing, the [debtor in possession] may abandon property of
the estate that is burdensome to the estate or that is of
inconsequential value and benefit to the estate."

It is undisputed that the BOA, KeyBank and Wachovia Debtors have
no equity in the Abandoned Collateral, Mr. Guso maintains, adding
that continued maintenance of the Abandoned Collateral is
burdensome to the Debtors' estates.

Abandonment is in the best interest of the estates because the
BOA, KeyBank and Wachovia Debtors will no longer be forced to
incur or pay the carrying costs, including taxes, insurance and
other expenses necessary to maintain the Abandoned Collateral,
Mr. Guso contends.  He adds that abandonment will release the
Abandoned Collateral from the estates, that is, make them
available to BOA, KeyBank and Wachovia, and possibly other
secured creditors that hold or may claim interests in the
Abandoned Collateral to foreclose their interests in the
collateral and liquidate their claims.

Upon Court approval of the abandonment, the automatic stay will
be terminated so as to permit BOA, KeyBank and Wachovia, and any
other party-in-interest to enforce the interest under applicable
non-bankruptcy law.

                      About Levitt and Sons

Based in Fort Lauderdale, Florida, Levitt and Sons LLC --
http://www.levittandsons.com/-- is the homebuilding subsidiary of    
Levitt Corporation (NYSE:LEV).  Levitt Corp. --
http://www.levittcorporation.com/-- together with its      
subsidiaries, operates as a homebuilding and real estate
development company in the southeastern United States.  The
company operates in two divisions, homebuilding and land.  The
homebuilding division primarily develops single and multi-family
homes for adults and families in Florida, Georgia, Tennessee, and
South Carolina.  The land division engages in the development of
master-planned communities in Florida and South Carolina.

Levitt and Sons LLC and 38 of its homebuilding affiliates filed
for Chapter 11 protection on Nov. 9, 2007 (Bankr. S.D. Fla. Lead
Case No. 07-19845).  Paul Singerman, Esq. and Jordi Guso, Esq., at
Berger Singerman, P.A., represent the Debtors in their
restructuring efforts.  The Debtors chose AP Services, LLC as
their crisis managers, and Kurtzman Carson Consultants, LLC as
their claims and noticing agent.  Levitt Corp., the parent
company, is not included in the bankruptcy filing.

The Debtors' latest consolidated financial condition as of
Sept. 30, 2007 reflect total assets of $900,392,000, and total
liabilities of $780,969,000.  (Levitt and Sons Bankruptcy News,
Issue No. 4; Bankruptcy Creditors' Service Inc.;
http://bankrupt.com/newsstand/or 215/945-7000)


LEVITZ FURNITURE: U.S. Trustee Balks at Jones Day Retention
-----------------------------------------------------------
Diana G. Adams, the United States Trustee for Region 2, objects
to PLVTZ Inc., dba Levitz Furniture Inc.'s employment of Jones Day
as bankruptcy counsel because Jones Day fails to meet one of the
most significant and important requirements of Section 327(a) of
the Bankruptcy Code -- disinterestedness, Paul K. Schwartzberg,
trial attorney for Ms. Adams, tells the U.S. Bankruptcy Court for
the Southern District of New York.

"Indeed, Jones Day holds several adverse interests," asserts Mr.
Schwartzberg.

Jones Day represents General Electric Capital Corporation, the
Debtor's prepetition lender and most significant creditor, Mr.
Schwartzberg notes.  The retention of Jones Day by GECC
specifically states that Jones Day may not be adverse -- and
therefore sue -- GECC, he says.

According to Mr. Schwartzberg, Jones Day currently represents
Levitz Home Furnishings, Inc. and its affiliated entities in its
pending bankruptcy cases.  The Debtor, PLVTZ Inc., purchased
substantially all of its assets from LHFI less than two years
ago.

"Jones Day was Levitz's bankruptcy counsel on all matters,
including the sale of its assets to the Debtor," Mr. Schwartzberg
tells Judge Gerber.

Moreover, Jones Day negotiated the DIP financing with GECC in the
Levitz bankruptcy, Mr. Schwartzberg states.  Currently, the firm
also represents several of the Debtor's landlords, he says.  

A partner at Jones Day, Brian M. Poissant, whose role in
the Debtors' Chapter 11 proceedings is not clear, is the brother-
in-law of the Debtors' Chief Merchandising Officer, Mr.
Schwartzberg further discloses.

"These connections cast doubt on all of Jones Day's prepetition
negotiations as well as all postpetition acts Jones Day would
take on behalf of the Debtor," Mr. Schwartzberg contends.  
"Allowing Jones Day to represent the Debtor undermines the aura
of transparency and integrity that every bankruptcy case must
have."

Against this backdrop, Ms. Adams asks the Court to deny the
Debtors' application to employ Jones Day as its Bankruptcy
counsel.

As reported in the Troubled Company Reporter on Nov. 14, 2007, the
Debtors asked the Court for authority to employ Jones Day as its
counsel, nunc pro tunc to the bankruptcy filing.

Kathleen M. Guinnessey, chief financial officer of PLVTZ,
told the Court that Jones Day is familiar with the Debtor's
business, having assisted the Debtor with its preparations to
commence bankruptcy protection.

In addition, Jones Day represented Levitz Home Furnishings Inc.
and its affiliated debtors, during their Chapter 11 cases, noted
Ms. Guinnessey.

                     About Levitz Furniture

Based in New York City, Levitz Furniture Inc., nka PVLTZ Inc. --
http://www.levitz.com/-- is a specialty retailer of furniture,    
bedding and home furnishings in the United States.  It has 76
locations in major metropolitan areas, principally in the
Northeast and on the West Coast of the United States.

Levitz Furniture Inc. and 11 affiliates filed for chapter 11 on
Sept. 5, 1997.  In December 2000, the Court confirmed the Debtors'
Plan and Levitz emerged from chapter 11 on February 2001.  Levitz
Home Furnishings Inc. was created as the new holding company as a
result of the emergence.

Levitz Home Furnishings and 12 affiliates filed for chapter 11
protection on Oct. 11, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-
45189).  In their second filing, the Debtors disclosed about
$245 million in total assets and $456 million in total debts.  
Nicholas M. Miller, Esq., and Richard H. Engman, Esq., at Jones
Day represented the Debtors.  Jeffrey L. Cohen, Esq., Jay R.
Indyke, Esq., and Cathy Hershcopf, Esq., at Cooley Godward Kronish
LLP served as counsel to the Official Committee of Unsecured
Creditors.  During this period, the Debtors closed around 35
stores in the Northeast, California, Minnesota and Arizona.

PLVTZ Inc., a company created by Prentice Capital Management LP,
and Great American Group purchased substantially all the assets of
Levitz Home Furnishings in December 2005.  Initially, Prentice
owned all of the equity interests in PLVTZ.  On July 6, 2007,
PLVTZ was converted into a Delaware corporation, and Harbinger
Capital Partners Special Situations Fund, LP, Harbinger Capital
Partners Master Fund I, Ltd., and their affiliates became minority
shareholders.  Great American's stake in the acquisition was in
running the going-out-of-business sales for some 27 Levitz units.

PLVTZ, dba Levitz Furniture, continued to face decline in
financial performance since December 2005.  Liquidity issues and
the inability to obtain additional capital prompted PLVTZ to seek
protection under chapter 11 on Nov. 8, 2007 (Bankr. S.D.N.Y. Lead
Case No. 07-13532).  Paul D. Leake, Esq., and Brad B. Erens, Esq.,
at Jones Day represents the Debtors in their restructuring
efforts.  Kurtzman Carson Consultants LLC serves as the
Debtors' claims and noticing agent.  PLVTZ's balance sheet at
Sept. 30. 2007, showed total assets of $177,883,000 and total
liabilities of $152,476,000.

(Levitz Bankruptcy News, Issue No. 30; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000).


LEVITZ FURNITURE: U.S. Trustee Forms Seven-Member Creditors Panel
-----------------------------------------------------------------
Diana G. Adams, United States Trustee for Region 2, appointed
seven members to the Official Committee of Unsecured Creditors in
the Chapter 11 case of PLVTZ Inc., dba Levitz Furniture Inc., and
its debtor-affiliates.

The Creditors Committee members are:

   1. Haining Mengnu Group, Co., Ltd.
      c/o Li & Fun USA
      1359 Broadway
      New York, NY 10018
      Attn: Marty Leder
      Tel.: (646) 839-7007

   2. Decoro
      1403 Eastchester Dr. #104
      High Point, NC 27265
      Attn: Heath M.Corso
      Tel.: (336) 885-9440 Ext. 202

   3. Prime Resources International LLC.
      100 Shepard Avenue
      Wheeling, IL 60090
      Attn: Kevin B. Gallagher
      Tel.: (847) 291-4200

   4. Legacy Classic Furniture
      2575 Penny Road
      High Point, NC 27265
      Attn: Doug Jermyn
      Tel.: (336) 449-4600 Ext. 282

   5. Collezione Europa
      145 Cedar Lane
      Englewood, NJ 07631
      Attn: Paul B. Frankel
      Tel.: (201) 541-8600

   6. Home Meridian International
      One Pulaski Square
      P.O. Box 1371
      Pulaski, VA 24333
      Attn: Brian K. Spencer
      Tel.: (540) 994-5911

   7. Breakaway Staffing, Inc.
      893 South Broad Street
      Trenton, NJ 08611
      Attn: Sean P. Boyle
      Tel.: (215) 858-0024

                     About Levitz Furniture

Based in New York City, Levitz Furniture Inc., nka PVLTZ Inc. --
http://www.levitz.com/-- is a specialty retailer of furniture,    
bedding and home furnishings in the United States.  It has 76
locations in major metropolitan areas, principally in the
Northeast and on the West Coast of the United States.

Levitz Furniture Inc. and 11 affiliates filed for chapter 11 on
Sept. 5, 1997.  In December 2000, the Court confirmed the Debtors'
Plan and Levitz emerged from chapter 11 on February 2001.  Levitz
Home Furnishings Inc. was created as the new holding company as a
result of the emergence.

Levitz Home Furnishings and 12 affiliates filed for chapter 11
protection on Oct. 11, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-
45189).  In their second filing, the Debtors disclosed about
$245 million in total assets and $456 million in total debts.  
Nicholas M. Miller, Esq., and Richard H. Engman, Esq., at Jones
Day represented the Debtors.  Jeffrey L. Cohen, Esq., Jay R.
Indyke, Esq., and Cathy Hershcopf, Esq., at Cooley Godward Kronish
LLP served as counsel to the Official Committee of Unsecured
Creditors.  During this period, the Debtors closed around 35
stores in the Northeast, California, Minnesota and Arizona.

PLVTZ Inc., a company created by Prentice Capital Management LP,
and Great American Group purchased substantially all the assets of
Levitz Home Furnishings in December 2005.  Initially, Prentice
owned all of the equity interests in PLVTZ.  On July 6, 2007,
PLVTZ was converted into a Delaware corporation, and Harbinger
Capital Partners Special Situations Fund, LP, Harbinger Capital
Partners Master Fund I, Ltd., and their affiliates became minority
shareholders.  Great American's stake in the acquisition was in
running the going-out-of-business sales for some 27 Levitz units.

PLVTZ, dba Levitz Furniture, continued to face decline in
financial performance since December 2005.  Liquidity issues and
the inability to obtain additional capital prompted PLVTZ to seek
protection under chapter 11 on Nov. 8, 2007 (Bankr. S.D.N.Y. Lead
Case No. 07-13532).  Paul D. Leake, Esq., and Brad B. Erens, Esq.,
at Jones Day represents the Debtors in their restructuring
efforts.  Kurtzman Carson Consultants LLC serves as the
Debtors' claims and noticing agent.  PLVTZ's balance sheet at
Sept. 30. 2007, showed total assets of $177,883,000 and total
liabilities of $152,476,000.

(Levitz Bankruptcy News, Issue No. 30; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000).


LEVITZ FURNITURE: Wants to Hire FTI Consulting as Crisis Manager
----------------------------------------------------------------
PLVTZ Inc., dba Levitz Furniture Inc., and its debtor-affiliates
ask the U.S. Bankruptcy Court for the Southern District of New
York for authority to employ FTI Consulting Inc. as their crisis
manager, nunc pro tunc to Nov. 8, 2007.
                                                                             
           
The Debtors have determined that the size and complexity of its
business operations require them to employ an experienced crisis
manager in connection with its chapter 11 proceedings.

Pursuant to an engagement letter between FTI Consulting and the
Debtor dated Nov. 15, 2007, FTI Consulting will provide the
Debtor crisis management services in connection with contingency
planning and restructuring efforts.  

Specifically, FTI Consulting will:

   (a) assist the Debtors in the preparation of a rolling 13-week
       cash forecast to be used to evaluate and project   
       liquidity needs;

   (b) advise and assist the Debtors in their review of existing
       and proposed systems and controls, including but not
       limited to, cash management;

   (c) together with Asset Disposition Advisors LLC and Rodman &
       Renshaw LLC, assist the Debtors in the marketing of their
       assets to bulk inventory disposition firms and other
       parties interested in the assets, including coordinating a
       "363 sale process", contacting potential buyers,
       facilitating due diligence requests, negotiating asset
       purchase agreements and conducting a final auction;

   (d) advise and assist the Debtors in the process of identifying
       and reviewing debtor-in-possession financing;

   (e) advise and assist the Debtors in their preparation,
       analysis and monitoring of historical, current and
       projected financial affairs, including without limitation,
       (i) schedules of assets and liabilities, (ii) statements
       of financial affairs, (iii) periodic operating reports,
       (iv) analyses of cash receipts and disbursements, (v)        
       analyses of cash flow forecasts, (vi) analyses of various
       asset and liability accounts, (vii) analyses of any
       unusual or significant transactions between themselves and
       any other entities, (viii) and analyses of proposed
       restructuring transactions;

   (f) assist the Debtors in the valuation of businesses and in
       the preparation of a liquidation valuation for a
       reorganization plan and disclosure purposes;

   (g) advise and assist the Debtors in their assessment of any        
       bonus, incentive or severance plans;

   (h) advise and assist the Debtors in reviewing executory
       contracts and providing recommendations to assume or
       reject;

   (i) advise and assist the Debtors in reviewing and evaluating
       the claims process; and

   (j) advise and assist the Debtors regarding various        
       reorganization tax issues, including calculating net
       operating loss carryforwards, and the tax consequences of
       any proposed plans of reorganization.

FTI Consulting will be paid at its customary hourly rates:

   Professional                       Hourly Rate
   ------------                       -----------
   Senior Managing Directors          $615 - $675
   Directors/Managing Directors       $440 - $590
   Consultants/Senior Consultants     $225 - $420
   Administrative/Paraprofessionals    $95 - $180

The Debtors will also reimburse FTI Consulting's reasonable out-
of-pocket expenses incurred.

Robert J. Duffy, senior managing director of FTI Consulting,
assures the Court that his firm is a "disinterested
person," as that phrase is defined in Section 101(14) of the
Bankruptcy Code as modified by Section 1107(b).

                     About Levitz Furniture

Based in New York City, Levitz Furniture Inc., nka PVLTZ Inc. --
http://www.levitz.com/-- is a specialty retailer of furniture,    
bedding and home furnishings in the United States.  It has 76
locations in major metropolitan areas, principally in the
Northeast and on the West Coast of the United States.

Levitz Furniture Inc. and 11 affiliates filed for chapter 11 on
Sept. 5, 1997.  In December 2000, the Court confirmed the Debtors'
Plan and Levitz emerged from chapter 11 on February 2001.  Levitz
Home Furnishings Inc. was created as the new holding company as a
result of the emergence.

Levitz Home Furnishings and 12 affiliates filed for chapter 11
protection on Oct. 11, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-
45189).  In their second filing, the Debtors disclosed about
$245 million in total assets and $456 million in total debts.
Nicholas M. Miller, Esq., and Richard H. Engman, Esq., at Jones
Day represented the Debtors.  Jeffrey L. Cohen, Esq., Jay R.
Indyke, Esq., and Cathy Hershcopf, Esq., at Cooley Godward Kronish
LLP served as counsel to the Official Committee of Unsecured
Creditors.  During this period, the Debtors closed around 35
stores in the Northeast, California, Minnesota and Arizona.

PLVTZ Inc., a company created by Prentice Capital Management LP,
and Great American Group purchased substantially all the assets of
Levitz Home Furnishings in December 2005.  Initially, Prentice
owned all of the equity interests in PLVTZ.  On July 6, 2007,
PLVTZ was converted into a Delaware corporation, and Harbinger
Capital Partners Special Situations Fund, LP, Harbinger Capital
Partners Master Fund I, Ltd., and their affiliates became minority
shareholders.  Great American's stake in the acquisition was in
running the going-out-of-business sales for some 27 Levitz units.

PLVTZ, dba Levitz Furniture, continued to face decline in
financial performance since December 2005.  Liquidity issues and
the inability to obtain additional capital prompted PLVTZ to seek
protection under chapter 11 on Nov. 8, 2007 (Bankr. S.D.N.Y. Lead
Case No. 07-13532).  Paul D. Leake, Esq., and Brad B. Erens, Esq.,
at Jones Day represents the Debtors in their restructuring
efforts.  Kurtzman Carson Consultants LLC serves as the
Debtors' claims and noticing agent.  PLVTZ's balance sheet at
Sept. 30. 2007, showed total assets of $177,883,000 and total
liabilities of $152,476,000.

(Levitz Bankruptcy News, Issue No. 30; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000).


LIFECARE HOLDINGS: Posts $13MM Net Loss in Qtr. ended Sept. 30
--------------------------------------------------------------
LifeCare Holdings Inc. reported operating results for the three-
and nine-month periods ended Sept. 30, 2007.

The company reported $13.2 million net loss for three months ended
Sept. 30, 2007, compared to a $3.4 million net loss for the same
period in the previous year.

For the nine-months ended September 30, 2007, the company has  a
net loss of $20.1 million as compared to a net loss of
$21.2 million for the same period in 2006.  

The net loss for the 2007 period included a $3.8 million
impairment charge and the net loss for the 2006 period included a
$24.6 million impairment charge.  

Additionally, during the nine months ended Sept. 30, 2006, the
company, received $12.4 million related to a refund of 2005
federal income tax payments.  This tax benefit was the result of
expenses recorded related to the merger during the year ended Dec.
31, 2005.

During the nine months ended Sept. 30, 2006, the company also
received $7 million in business interruption proceeds as a result
of the impact of Hurricane Katrina on its New Orleans operations.

                 Liquidity and Capital Resources

The company's primary sources of liquidity were cash on hand,
expected cash flows generated by operations, potential
availability of borrowings under a revolving credit facility, and
funds available under the Master Lease.  The company's primary
liquidity requirements were for debt service on its senior secured
credit facilities and the notes, capital expenditures and working
capital.

At Sept. 30, 2007, its debt structure consisted of $147 million
aggregate principal amount of senior subordinated notes, a senior
secured credit facility, consisting of a $249.9 million term loan
facility, which matures on Aug. 11, 2012, and a
$75 million revolving credit facility subject to availability,
including sub-facilities for letters of credit and swingline
loans, which matures on Aug. 11, 2011.

During the nine months ended Sept. 30, 2006, the company  
repurchased $3 million face value of its senior subordinated notes
for approximately $1.5 million.  Accordingly, it recorded a gain
on early extinguishment of debt, net of write-off of capitalized
financing costs, of approximately $1.3 million during this period.

At Sept. 30, 2007, the company's balance sheet showed total assets
of $528.1 million, total liabilities of $493.4 million and total
shareholders' equity of $34.7 million.

                   About LifeCare Holdings

Headquartered in Plano, Texas, LifeCare Holdings Inc. --
http://www.lifecare-hospitals.com/-- operates 19 long term acute  
care hospitals located in nine states.  Long term acute care
hospitals specialize in the treatment of medically complex
patients who typically require extended hospitalization.

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 21, 2007,
Standard & Poor's Ratings Services lowered LifeCare Holdings
Inc.'s corporate credit rating to 'CCC+' from 'B-'.  The outlook
is negative.


LONG BEACH: Fitch Downgrades Ratings on $695.4 Million Certs.
-------------------------------------------------------------
Fitch Ratings has taken rating actions on Long Beach mortgage
pass-through certificates.  Affirmations total $3.3 billion and
downgrades total $695.4 million.  In addition, approximately $26.7
million is placed on Rating Watch Negative.  Break Loss
percentages and Loss Coverage Ratios for each class are included
with the rating actions as:

Series 2005-1

  -- $90.2 million class A affirmed at 'AAA' (BL: 95.06, LCR:
     8.54)

  -- $159.2 million class M-1 affirmed at 'AA+' (BL: 74.91,
     LCR: 6.73)

  -- $99.7 million class M-2 affirmed at 'AA' (BL: 60.6, LCR:
     5.44)

  -- $61.2 million class M-3 affirmed at 'AA-' (BL: 49.44, LCR:
     4.44)

  -- $61.2 million class M-4 affirmed at 'A+' (BL: 38.22, LCR:
     3.43)

  -- $43.7 million class M-5 affirmed at 'A' (BL: 22.47, LCR:
     2.02)

  -- $42 million class M-6 affirmed at 'A-' (BL: 19.95, LCR:
     1.79)

  -- $35 million class M-7 affirmed at 'BBB' (BL: 17.89, LCR:
     1.61)

  -- $35 million class M-8 affirmed at 'BBB-' (BL: 15.87, LCR:
     1.43)

  -- $35 million class M-9 affirmed at 'BB' (BL: 13.88, LCR:
     1.25)

  -- $35 million class B-1 affirmed at 'BB-' (BL: 11.95, LCR:
     1.07).

Deal Summary

  -- Originators: Long Beach (100%);
  -- 60+ day Delinquency: 23.21%;
  -- Realized Losses to date (% of Original Balance): 1.51%;
  -- Expected Remaining Losses (% of Current Balance): 11.13%;
  -- Cumulative Expected Losses (% of Original Balance): 3.93%.

Series 2005-2

  -- $24.3 million class A affirmed at 'AAA' (BL: 99.16, LCR:
     5.98)

  -- $137.5 million class M1 affirmed at 'AA+' (BL: 83.08, LCR:
     5.01)

  -- $128.7 million class M2 affirmed at 'AA' (BL: 60.81, LCR:
     3.67)

  -- $40 million class M3 affirmed at 'AA' (BL: 56.67, LCR:
     3.42)

  -- $66.2 million class M4 affirmed at 'A+' (BL: 46.58, LCR:
     2.81)

  -- $43.7 million class M5 affirmed at 'A' (BL: 37.07, LCR:
     2.23)

  -- $30 million class M6 affirmed at 'A' (BL: 32.21, LCR:
     1.94)

  -- $42.5 million class M7 downgraded to 'BBB-' from 'BBB+'
     (BL: 19.59, LCR: 1.18)

  -- $27.4 million class M8 downgraded to 'BB+' from 'BBB-'
     (BL: 17.41, LCR: 1.05)

  -- $30 million class M9 downgraded to 'BB-' from 'BB' (BL:
     14.95, LCR: 0.9)

  -- $32.5 million class B1 downgraded to 'B' from 'BB-' (BL:
     12.40, LCR: 0.75)

  -- $25 million class B2 downgraded to 'CC/DR4' from 'B+' .

Deal Summary

  -- Originators: Long Beach (100%);
  -- 60+ day Delinquency: 27.99%;
  -- Realized Losses to date (% of Original Balance): 2.31%;
  -- Expected Remaining Losses (% of Current Balance): 16.59%;
  -- Cumulative Expected Losses (% of Original Balance): 6.64%.

Series 2005-3

  -- $457.6 million class A affirmed at 'AAA' (BL: 41.18, LCR:
     2.62)

  -- $41.2 million class M-1 affirmed at 'AA+' (BL: 35.3, LCR:
     2.25)

  -- $38.9 million class M-2 affirmed at 'AA' (BL: 29.63, LCR:
     1.89)

  -- $26.7 million class M-3 rated 'AA-', placed on Rating
     Watch Negative (BL: 25.72, LCR: 1.64)

  -- $19.8 million class M-4 downgraded to 'A-' from 'A+' (BL:
     22.79, LCR: 1.45)

  -- $18.3 million class M-5 downgraded to 'BBB' from 'A' (BL:
     20.08, LCR: 1.28)

  -- $15.2 million class M-6 downgraded to 'BBB-' from 'A-'
     (BL: 17.77, LCR: 1.13)

  -- $15.2 million class M-7 downgraded to 'BB' from 'BBB+'
     (BL: 15.38, LCR: 0.98)

  -- $12.2 million class M-8 downgraded to 'B+' from 'BBB' (BL:
     13.45, LCR: 0.86)

  -- $11.4 million class M-9 downgraded to 'C/DR5' from 'BBB-'.

Deal Summary

  -- Originators: Long Beach (100%);
  -- 60+ day Delinquency: 28.26%;
  -- Realized Losses to date (% of Original Balance): 1.22%;
  -- Expected Remaining Losses (% of Current Balance): 15.7%;
  -- Cumulative Expected Losses (% of Original Balance): 8.26%.

Series 2005-WL2

  -- $451.8 million class A affirmed at 'AAA' (BL: 71.2, LCR:
     3.92)

  -- $144.6 million class M-1 affirmed at 'AA+' (BL: 50.2, LCR:
     2.76)

  -- $84 million class M-2 affirmed at 'AA' (BL: 43.15, LCR:
     2.37)

  -- $55.1 million class M-3 affirmed at 'AA' (BL: 37.92, LCR:
     2.09)

  -- $41.3 million class M-4 affirmed at 'A+' (BL: 33.97, LCR:
     1.87)

  -- $41.3 million class M-5 affirmed at 'A' (BL: 29.99, LCR:
     1.65)

  -- $37.2 million class M-6 downgraded to 'A-' from 'A' (BL:
     26.34, LCR: 1.45)

  -- $34.4 million class M-7 downgraded to 'BBB' from 'A-' (BL:
     22.85, LCR: 1.26)

  -- $28.9 million class M-8 downgraded to 'BB+' from 'BBB+'
     (BL: 19.90, LCR: 1.09)

  -- $27.5 million class M-9 downgraded to 'BB-' from 'BBB'
     (BL: 17.00, LCR: 0.93)

  -- $22 million class M-10 downgraded to 'B' from 'BBB-', and
     removed from Rating Watch Negative (BL: 14.65, LCR: 0.81)

  -- $27.5 million class B-1 downgraded to 'C/DR5' from 'BB+'

  -- $28.9 million class B-2 downgraded to 'C/DR5' from 'B' .

Deal Summary

  -- Originators: Long Beach (100%);
  -- 60+ day Delinquency: 28.17%;
  -- Realized Losses to date (% of Original Balance): 1.28%;
  -- Expected Remaining Losses (% of Current Balance): 18.19%;
  -- Cumulative Expected Losses (% of Original Balance): 8.26%.

Series 2005-WL3
  -- $583.7 million class A affirmed at 'AAA' (BL: 58.23, LCR:
     3.06)

  -- $108.4 million class M1 affirmed at 'AA+' (BL: 46.77, LCR:
     2.46)

  -- $106.2 million class M2 affirmed at 'AA' (BL: 37.98, LCR:
     2)

  -- $35 million class M3 affirmed at 'AA-' (BL: 34.86, LCR:
     1.83)

  -- $52.5 million class M4 downgraded to 'A' from 'A+' (BL:
     30.15, LCR: 1.59)

  -- $33.9 million class M5 downgraded to 'A-' from 'A' (BL:
     27.09, LCR: 1.43)

  -- $26.2 million class M6 downgraded to 'BBB+' from 'A-' (BL:
     24.66, LCR: 1.3)

  -- $33.9 million class M7 downgraded to 'BBB-' from 'BBB+'
     (BL: 21.41, LCR: 1.13)

  -- $25.1 million class M8 downgraded to 'BB' from 'BBB' (BL:
     19.03, LCR: / 1)

  -- $24.1 million class M9 downgraded to 'B+' from 'BBB-', and
     removed from Rating Watch Negative (BL: 16.78, LCR: 0.88)

  -- $21.9 million class B1 downgraded to 'B' from 'BB+' (BL:
     14.84, LCR: 0.78)

  -- $21.9 million class B2 downgraded to 'C/DR5' from 'B+' .

Deal Summary

  -- Originators: Long Beach (100%);
  -- 60+ day Delinquency: 26.65%;
  -- Realized Losses to date (% of Original Balance): 1.38%;
  -- Expected Remaining Losses (% of Current Balance): 19.01%;
  -- Cumulative Expected Losses (% of Original Balance):
     11.15%.


LONG BEACH: Fitch Junks Ratings on Two Certificate Classes
----------------------------------------------------------
Fitch Ratings has taken rating actions on Long Beach Mortgage Loan
Trust residential mortgage-backed securities transactions:

Long Beach Mortgage Loan Trust, Series 2003-2

  -- Class M-1 affirmed at 'AA';
  -- Class M-2 affirmed at 'A';
  -- Class M-3 rated 'BBB+', placed on Rating Watch Negative;
  -- Class M-4 downgraded to 'B' from 'BBB-';
  -- Class M-5 downgraded to 'CCC/DR1' from 'BB+'.

Long Beach Mortgage Loan Trust, Series 2004-2

  -- Class A affirmed at 'AAA';
  -- Class M-1 affirmed at 'AA';
  -- Class M-2 affirmed at 'A+';
  -- Class M-3 affirmed at 'A';
  -- Class M-4 affirmed at 'A-';
  -- Class M-5 affirmed at 'BBB+';
  -- Class M-6 rated 'BBB', placed on Rating Watch Negative;
  -- Class M-7 downgraded to 'BB-' from 'BBB-';
  -- Class B downgraded to 'CCC/DR1 from 'BB'.

All of the mortgage loans in the aforementioned transactions were
either originated or acquired by Long Beach Mortgage Company.  The
mortgage loans consist of fixed- and adjustable-rate subprime
mortgage loans and are secured by first- and second-lien mortgages
or deeds of trust on residential properties.  As of the October
2007 distribution date, series 2003-2, 2004-2 are 54 and 41 months
seasoned, respectively.  The pool factors are approximately 8%
(series 2003-2) and 16% (series 2004-2).  Washington Mutual
Mortgage Securities Corporation, rated 'RMS2+' is the master
servicer for all of the transactions detailed above.

The affirmations, affecting approximately $288.8 million in
outstanding certificates, reflect adequate levels of credit
enhancement relative to expected losses.

The downgrades, affecting approximately $15.8 million, are the
result of deterioration in the relationship between CE and
expected losses.  The affected bonds have serious delinquencies
(loans delinquent more than 60 days, inclusive of loans in
foreclosure, bankruptcy, and real estate owned) of 22.49% (2003-2)
and 14.26% (2004-2) and current cumulative losses of 2.89% (2003-
2) and 1.18% (2004-2).

Class M-3 from 2003-2 was placed on Rating Watch Negative due to
trends in serious delinquencies and losses.  The transaction has
serious delinquencies of 22.49% of the current pool balance.  
Losses have exceeded excess spread for the last five out of six
months, by an average of approximately $254,000 per month.  Class
M-6 from 2004-2 was also placed on Rating Watch Negative due to
trends in serious delinquencies and losses. The transaction has
serious delinquencies of 14.26% of the current pool balance.  
Losses have exceeded excess spread for the last five out of six
months, by an average of approximately $538,000 per month.

Fitch will monitor this transaction over the next six months to
see how loans move through the delinquency pipeline.  If credit
enhancement continues to deteriorate, further rating actions may
be necessary.


MAAX HOLDINGS: Adopts Management Retention Plan
-----------------------------------------------
MAAX Holdings Inc. and several of its affiliated companies adopted
a management retention plan in an effort to retain key employees
of the MAAX corporate family.  Concurrently with the
adoption of the retention plan, MAAX Corp. amended its existing
credit facility to reflect and accommodate the adoption of the
retention plan.

"Retaining our management team is vital to our continued success,"
Paul Golden, president of MAAX Corp. and president and chief
executive officer of the company, said.  "Our employees bring
value to our company, and we are pleased to take this step toward
keeping this talented group of individuals in the MAAX
organization."

The company is exploring strategic alternatives to improve its
capital structure and increase its liquidity for general corporate
purposes.  Strategic alternatives being explored by the company
include:

     -- operational enhancements;
     -- cost reduction programs;
     -- refinancing or repayment of debt and issuance of new
        debt or equity.

The company stated that there can be no assurance that the
exploration of strategic alternatives will result in any
transaction.  The company remains committed to improving its
overall operations and enhancing its market position.

                      About MAAX Holdings

Headquartered in Brooklyn Park, Minnesota, MAAX Holdings Inc. --
http://www.maax.com/--  is a North American manufacturer of   
bathroom products, and spas for the residential housing market.  
MAAX offerings are available through plumbing wholesalers, bath,
and spa specialty boutiques and home improvement centers.  The
company currently operates 18 manufacturing facilities and
independent distribution centers throughout North America and
Europe.  MAAX Corporation is a subsidiary of Beauceland
Corporation, itself a wholly owned subsidiary of the company.

The company's consolidated balance sheet at Aug. 31, 2007, showed
$507.5 million in total assets, $604.5 million in total
liabilities, and $7.0 million in redeemable preferred stock,
resulting in a $104.0 million total shareholders' deficit.

                         *     *     *

Maax Holdings Inc. still carries Standard & Poor's Ratings
Services' CCC- long-term corporate credit rating.


MARATHON CORP: Case Summary & Six Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Marathon Financial Corporation
        26999 Central Park Boulevard.
        Suite S. 375
        Southfield, MI 48076

Bankruptcy Case No.: 07-61722

Chapter 11 Petition Date: November 26, 2007

Court: Eastern District of Michigan (Detroit)

Judge: Marci B. McIvor

Debtor's Counsel: Jay S. Kalish, Esq.
                  28592 Orchard Lake Road
                  Suite 360
                  Farmington Hills, MI 48334
                  Tel: (248) 932-3000

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's list of its Six Largest Unsecured Creditors:

   Entity                       Nature of Claim     Claim Amount
   ------                       ---------------     ------------
Federal National Mortgage       Potential                     $0
Association                    deficiency
1 Wacker Drive                                      ($0 secured)
Suite 3100
Chicago, IL 60606

Government National Mortgage    Potential                     $0    
Association                    deficiency
451 7th Street Southwest                            ($0 secured)
Room B133
Washington, DC 20410

National City Bank              Loan                         $0
101 South 5th Street
Loc. 31-T06P                                        ($0 secured)
Louisville, KY 40202

Lakeshore Plaza, LLC            Lessor                   Unknown

Etkin Equities                  Lessor                   Unknown

SKB Properties, LLC             Lessor                   Unknown


MARCELLA MCCARTHY: Case Summary & 11 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Marcella Louise McCarthy
        aka Marcie McCarthy, Marcella Downing McCarthy
        P.O. Box 16929
        Fort Worth, TX 76162

Bankruptcy Case No.: 07-44915

Chapter 11 Petition Date: November 5, 2007

Court: Northern District of Texas (Ft. Worth)

Judge: D. Michael Lynn

Debtor's Counsel: St. Clair Newbern, III, Esq.
                  Law Offices of St. Clair Newbern III, P.C
                  1701 River Run, Suite 1000
                  Fort Worth, TX 76107
                  Tel: (817) 870-2647

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's list of her 11 Largest Unsecured Creditors:

   Entity                       Nature of Claim     Claim Amount
   ------                       ---------------     ------------
Mann Bracken LLC                Collecting for -         $45,306
5400 LBJ Freeway, #1540          Target
                                 National Bank

MBNA American                   Credit card              $25,258
P.O. Box 15025
Wilmington, DE 19850-5025

Capital Management Srvcs. Inc.  Collecting for -         $11,875
726 Exchange Street,             Chase business
Suite 700
Buffalo, NY 14210

Arrow Financial Services        Collecting for -         $11,221
                                 Chase Platinum

Discover                        Credit card               $9,263

Chase                           Credit card               $9,234

Janice Simpson                  Personal loan             $7,500

Target National Bank            Credit card               $4,808

Providian Financial             Collecting for -          $3,900
                                 Washington Mutual

Merry Davis                     Personal loan             $3,000

Capital One                     Credit card               $2,494


MBS-LODGE: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: MBS-Lodge at Stone Oak, Ltd.
        1 Galleria Place
        Suite 1950
        Metairie, LA 70001

Bankruptcy Case No.: 07-12292

Type of Business: M.B.S. Management Services, Inc., an affiliate
                  of the Debtor, filed for Chapter 11 protection
                  on November 5, 2007 (Bankr. E.D. La. Case No.
                  07-12151).

Chapter 11 Petition Date: November 20, 2007

Court: Eastern District of Louisiana (New Orleans)

Debtor's Counsel: Douglas S. Draper, Esq.
                  Heller Draper Hayden Patrick & Horn, LLC
                  650 Poydras Street
                  Suite 2500
                  New Orleans, LA 70130
                  Tel: (504) 299-3300
                  Fax: (504) 299-3399

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's list of its 20 Largest Unsecured Creditors:

   Entity                               Claim Amount
   ------                               ------------
City of Austin Utilities                     $33,776
P.O. Box 2267
Austin, TX 78783-2267

Wilmar Supply Co., Inc.                      $17,482
200 East Park Drive, Suite 200
Mt. Laurel, NJ 00854

Rasa Floors                                  $17,324
P.O. Box 619130
Dallas, TX 75261-9130

Landscapes USA                               $16,757

Jonny Rooter Plumbing, Inc.                   $5,927

PowerHouse Carpet Cleaning                    $4,898

Waste Management                              $4,554

G.T. Carpet Care                              $4,126

Master Touch Carpet Care                      $1,864

Worldwide Pest Control Inc.                   $1,486

Sanivac/Davis MFG                             $1,413

Champion Submetering Solutions, LLC           $1,116

Signius                                       $1,085

Sparkletts and Sierra Springs                 $1,075

Austin 360 Apartments dba Allaco Investments    $810

Presidio Group, Realtors                        $806

Steven Nichols Texas Real Estate Broker         $599

Leslie's Pool Supplies, Inc.                    $595

Martin, Disiere, Jefferson & Wisdom             $460

Apartment Experts North                         $398


MCCLATCHY CO: Low Revenue Cues S&P to Cut Rating to BB from BB+
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on The
McClatchy Co. and removed them from CreditWatch, where they were
placed with negative implications Oct. 17, 2007.  The corporate
credit rating was lowered to 'BB' from 'BB+', and the rating
outlook is negative.
      
"The rating downgrade is a result of sharply lower advertising
revenue in the company's portfolio of newspapers and lower-than-
expected cash flow generation over the intermediate term,
notwithstanding a meaningful amount of expected debt repayment in
2008," explained Standard & Poor's credit analyst Emile Courtney.
     
The 'BB' rating reflects high debt leverage and negative operating
trends in McClatchy's newspaper business, even though the company
is expected to repay more than $450 million in debt balances in
2008.  The rating incorporates S&P's expectation, which factors in
current trends in the company's business, that McClatchy could
experience advertising and total revenue declines in the mid-to-
high single-digit area, and EBITDA declines in the high-single-
digit area through 2008.  The drivers for the expected decline in
cash flow generation over the intermediate term include:

     -- Ongoing weakness in classified advertising revenue
        (which represented 33% of total revenue in the nine
        months ended September 2007) and circulation revenue
        (12%);

     -- Higher expected newsprint pricing in 2008; and

     -- Only moderate levels of additional expected
        compensation expense reductions in 2008 compared with
        recently completed acquisition-related cost synergies.

These trends partly reflect the secular transition of advertising
revenue toward alternative forms of media, and partly the
advertising cycle, most notably in the real estate category.  In
addition, retail advertising (which represented 37% of total
revenue in the nine months ended September 2007) declined a
relatively modest 3.0% year to date in 2007, versus a total
revenue decline of 7.5% during the period.  In the event that
McClatchy's retail advertising revenue faces weakness in 2008 due
to a slowdown in the economy, the company's profitability would be
negatively affected.  Although EBITDA declined only 2% to $415
million in the nine months ended September 2007, cash expenses
declined by 9%, partly related to cost synergies stemming from the
Knight Ridder acquisition, which closed in June 2006.


MORGAN STANLEY: Limited Pay Down Cues Fitch to Affirm Ratings
-------------------------------------------------------------
Fitch Ratings has affirmed Morgan Stanley Dean Witter Capital I
Trust, series 2001-TOP1, as:

  -- $12.2 million class A-2 at 'AAA';
  -- $12.2 million class A-3 at 'AAA';
  -- $576.0 million class A-4 at 'AAA';
  -- Interest Only classes X-1 and X-2 at 'AAA';
  -- $34.7 million class B at 'AAA';
  -- $31.8 million class C at 'AA';
  -- $11.6 million class D at 'AA-';
  -- $27.5 million class E at 'BBB+';
  -- $10.1 million class F at 'BBB';
  -- $18.8 million class G at 'BB';
  -- $8.7 million class H at 'B+';
  -- $5.8 million class J at 'B-'.

In addition, Fitch maintains Distressed Recovery ratings on these
classes:

  -- $5.8 million class K at 'CCC/DR1';
  -- $6.6 million class L at 'C/DR4'.

Class A-1 is paid in full.

The ratings affirmation are the result of limited pay down and
stable performance since Fitch's last rating action.  As of the
November 2007 distribution date, the transaction's aggregate
principal balance decreased 34.1% to $761.7 million from
$1.16 billion at issuance.  To date, 19 loans (10.4%) have
defeased.

Nineteen loans (18.8%) are considered Fitch Loans of Concern due
to decreases in debt service coverage ratio and occupancy or other
performance issues.  These loans' higher likelihood of default has
been incorporated into Fitch's analysis.

Currently, one asset (1.0%) is in special servicing.  The asset is
collateralized by an office property in Robinson Township, PA and
is real estate owned.  Fitch anticipates losses for the loan upon
liquidation, which will reduce the balance of class L.

Three loans were shadow rated investment grade at issuance.  One
loan, Federal Express (5.4%) has shown stable performance since
issuance and is 100% occupied as of June 2007.  The loan continues
to maintain an investment grade shadow rating.  The remaining two
shadow-rated loans, Santa Monica Place and Richfield Portfolio,
are no longer considered investment grade.

The Santa Monica Place loan (10.3%), the largest loan in the pool,
located in Santa Monica, California, is currently under a planned
redevelopment by the Macerich Company, an affiliate of the
borrower.  The Santa Monica retail market remains strong with the
subject's location one of the more popular shopping/tourist
destinations in the Los Angeles area.

The Richfield Portfolio loan (4.3%) is secured by five multifamily
apartment facilities located in Houston, Texas.


MOVIE GALLERY: Judge Tice Approves Store Closing Sales Procedures
-----------------------------------------------------------------
The Honorable Douglas O. Tice of the U.S. Bankruptcy Court for the
Eastern District of Virginia permitted Movie Gallery, Inc. and its
debtor-affiliates to conduct, in their sole discretion, the store
closing sales procedures.

However, that in the event the Debtors and each landlord reach an
agreement with respect to the procedures applicable to specific
store locations, and to the extent that conflict between the
agreement and the procedures arises, the agreement takes full
control with respect to all store locations it covers.

Subject to the Debtors' compliance with the procedures, and to
the right of parties to object, landlords at or lessors of the
Debtors' store locations are enjoined from interfering with or
restricting in any way the Debtors' ability to conduct the
closing sales.  State and local governments are also enjoined
from directly or indirectly interfering with, and restricting or
penalizing the conduct of the Debtors and the landlords at store
locations relating to, or arising out of, the closing sales.

The Court also authorized the Debtors to pay limited liquidation
and closure performance bonuses and payments pursuant to a
severance plan, provided that for the duration of the store
closing sales, the liquidation, and bonuses do not not exceed:

   (a) $1.00 per hour worked per store-level employee;
   (b) $100 per week per store director or store manager; and
   (c) $2,000 in total per district manager.

The Debtors are authorized, in their sole discretion, to provide
severance payments to eligible store managers.  No liquidation,
severance payments, and bonuses will be paid to an "insider" of
the Debtors within the meaning of Section 503(c) of the
Bankruptcy Code.

In addition, the first $261,000 of proceeds received or will be
received by the Debtors from closing sales taking place in  
"Texas Political Subdivisions", will be deemed segregated.  All
liens, claims and encumbrances of the Subdivisions, including but
not limited to 2007 and 2008 property taxes, will be of the same
validity, extent, and priority as the segregated proceeds.  The
proceeds may not be distributed except by a Court-approved
agreement between the Subdivisions and the Debtors.  Accordingly,
all segregated proceeds exceeding the amounts asserted by the
Subdivisions' valid secured claims will be subject to the terms
of the DIP Credit Agreement.

                      Objections Withdrawn

As previously reported, various Landlords asked the Court to
modify the Procedures to, among others, (i) require the Debtors
to designate a business contact, instead of an attorney, to
attend to any issues that may arise during the closing sales; and
(ii) allow the Landlords to file and have heard any closing sales
disputes on an expedited basis upon five days' notice.

ADLP-L&M, LLC, and Vision Broadway, LLC, joined the handful of
objecting landlords with respect to certain procedures in the
conduct of the Debtors' closing sales.

In light of separate settlement agreements reached with the
Debtors, these landlords withdrew their objections to the
Debtors' store closing sales procedures without prejudice:

   * Plaza Associates, a successor in interest to KZ Holdings,
     LLC, composed of The Bender Family Trust, Morton Bender and
     Joyce Bender, Trustees, The Debra Colman 2003 Trust, Robert
     Kroll, Trustee, and Robert and Nancy Kroll;

   * West Acres, LLC, Centre At Woodstock, LLC, Gr/Fenkell
     Associates, LLC, and Romeo Retail, LLC;

   * Clairmont Center, LLC;

   * McLaren Investment, LLC, as an assignee from Ferrari
     Investment, LLC;

   * BTS Boonton, L.L.C., Grove Hall Retail Center, LLC, and
     Highlands Plaza LLC;

   * The Marver Trust;

   * Cole MT Wayland MI, LLC;

   * Darien Associates, LP;

   * F.I. Mentor Commons, Ltd.;

   * Aronov Realty Management, Centro Properties Group,
     Developers Diversified Realty Corporation, Federal Realty
     Investment Trust, General Growth Management, Inc., Levin  
     Management Corporation, The Morris Companies Affiliates and
     Regency Centers L.P.;

   * FC Pikesville LLC;

   * Gibraltar Management, Kimco Realty Corporation, Realty
     Income Corporation, Weingarten Realty Investors, RMC
     Property Group, Basser Kaufman, Ltd., Realty Income Texas
     Properties, L.P., BC Wood Properties, Holiday CVS, L.L.C.,
     Massachusetts CVS Pharmacy, L.L.C., Louisiana CVS Pharmacy,
     L.L.C., Arbor Drugs, Inc, Sunrise Plaza Associates, L.P.,
     Oekos Management Corporation), on behalf of CVS Pharmacy and
     affiliates, BC Wood Properties, Basser-Kaufman, Gibraltar
     Management, Kimco Realty Corporation, King Entertainment
     Okeechobee, Inc., King Entertainment, Inc., Oekos Management
     Corporation, RMC Property Group, Realty Income Corporation,
     Realty Income Texas Properties, L.P., Sunrise Plaza
     Associates, L.P., and Weingarten Realty Investors;
   
   * Wal-Mart Stores, Inc.;

   * GE Commercial Finance Business Property Corporation;

   * HRE Properties, Inc. and Scarborough Associates, LP;

   * Safeway, Inc.; and

   * MDMK Farmington LLC

                        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, is the Debtors' local counsel.  The Debtors' claims &
balloting agent is Kutzman Carson Consultants LLC.  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.  

The Official Committee of Unsecured Creditors has selected Robert
J. Feinstein, Esq., James I. Stang, Esq., Robert B. Orgel, Esq.,
and Brad Godshall, Esq., at Pachulski Stang Ziehl & Jones LLP, as
its lead counsel, and Brian F. Kenney, Esq., at Miles &
Stockbridge PC, as its local counsel.  (Movie Gallery Bankruptcy
News, Issue No. 8; Bankruptcy Creditors' Service Inc.;
http://bankrupt.com/newsstand/or 215/945-7000)

The Debtors' spokeswoman Meaghan Repko said that the Plan will not
be filed before November 27, and the company does not expect to
exit bankruptcy protection before the second quarter of 2008.


NEPHROS INC: Appoints James S. Scibetta as Director
---------------------------------------------------
Nephros Inc. has appointed James S. Scibetta to serve on its board
of directors on Nov. 16, 2007.  Mr. Scibetta is a  healthcare
industry executive with more than 19 years of experience in
corporate management.

"We are pleased to welcome such an experienced healthcare industry
executive to our board of directors," Norman J. Barta, chairman
and chief executive officer of Nephros, said.  "Jim brings to
Nephros substantial industry knowledge and management experience.  
As we continue our transition and drive our development and
marketing programs forward, Jim's experience and proven track
record in corporate strategy will be a valuable asset to the
company's board."

Mr. Scibetta was the chief financial officer of Bioenvision Inc.
from December 2006 until its acquisition by Genzyme Inc. in
October 2007.  

From September 2001 to November 2006, Mr. Scibetta was executive
vice president & CFO of Merrimack Pharmaceuticals Inc., a
biopharmaceutical company focused on discovery and development of
novel therapies for autoimmune disease and cancer, and he was a
member of the board of directors of Merrimack from April 1998 to
March 2004.

Mr. Scibetta formerly served as a senior investment banker at
Shattuck Hammond Partners LLC from 1997 to 2001 and PaineWebber
Inc. from 1988 to 1997, providing capital acquisition, M&A and
strategic advisory services to healthcare companies.

Mr. Scibetta is currently a member of the board of directors and
audit committee chairman of Labopharm Inc., an international
specialty pharmaceutical company focused on improving existing
drugs by incorporating its proprietary, advanced controlled-
release technologies.

"I am honored to join Nephros' board of directors," said
Mr. Scibetta.  "I look forward to working actively with the entire
Nephros management team as they move the company's products
forward and advance the Company's strategic business objectives."

Mr. Scibetta holds a B.S. in Physics from Wake Forest University,
and an M.B.A. in Finance from the University of Michigan.  He
completed executive education studies in the Harvard Business
School Leadership & Strategy in Pharmaceuticals and Biotechnology
program.

                     AMEX Listing Compliance

On Sept. 27, 2007, Nephros received a warning letter from the
American Stock Exchange stating that the staff of the Amex Listing
Qualifications Department has determined that Nephros was not in
compliance with Section 121B(2)(c) of the Amex Company Guide,
requiring that at least 50% of the directors of the board of
directors of Nephros are independent directors. Pursuant to the
warning letter, the AMEX allowed Nephros until Dec. 26, 2007 to
regain compliance with the independence requirement.

As a result of the appointment of Mr. Scibetta as an independent
Director to Nephros' board, the company relates that it now
fulfills the requirements of Section 121B(2)(c) of the Amex
Company Guide.

                       About Nephros Inc.

Headquartered in New York, Nephros Inc. (Amex: NEP) --
http://www.nephros.com/-- is a medical device company developing  
and marketing products designed for the End-Stage Renal Disease
(ESRD) patient.  Nephros also markets a line of water filtration
products, the Dual Stage Ultrafilter (DSU).

At June 30, 2007, the company's consolidated financial statements
for the quarter ended June 30, 2007, showed $2.4 million in total
assets, $7.4 million in total liabilities, and $5 million in total
stockholders' deficit.

                      Going Concern Doubt
    
Deloitte & Touche LLP expressed substantial doubt about Nephros
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
losses and difficulty in generating sufficient cash flow to meet
its obligations and sustain its operations.

In addition, as reported in the Troubled Company Reporter on
Aug. 9, 2007, the company has received on July 23, 2007, a letter
from representatives of Marty Steinberg Esq., as Receiver for
Lancer Offshore Inc., notifying it of its failure to pay the third
installment under the Settlement entered into on Nov. 8, 2005,
between the Receiver and the company.


NEUROBIOLOGICAL TECH: Regains Nasdaq Listing Compliance
-------------------------------------------------------
Neurobiological Technologies Inc. was notified on Nov. 19, 2007,
by The NASDAQ Stock Market that it has regained compliance with
applicable NASDAQ Capital Market continued listing standards.

Previously, the NASDAQ Listing Qualifications Department had
notified NTI that it was not in compliance with the $35 million
market value of listed securities continued listing requirement.

NTI regained compliance after the closing on Nov. 2, 2007, of its
underwritten stock offering, in which it raised gross proceeds of
$60 million and net proceeds of approximately
$55 million through the offering and sale of 21,818,181 shares of
common stock.

Headquartered in Emeryville, California, Neurobiological
Technologies Inc. (NASDAQ:NTIID) -- http://www.ntii.com/-- is a  
biotechnology company engaged in the business of acquiring and
developing central nervous system-related drug candidates.  The
company is focused on therapies for neurological conditions that
occur in connection with ischemic stroke, brain cancer,
Alzheimer's disease and dementia.  NTI has one product candidate
in clinical development, Viprinex.  It is developing Viprinex for
the treatment of acute ischemic stroke.

At June 30, 2007, the company's balance sheet showed total assets
of $10,921,087 and total liabilities of $33,014,125, resulting to
a shareholders' deficit of $22,093,038.

                       Going Concern Doubt

Odenberg Ullakko Muranishi & Co. LLP in San Francisco, California,
raised substantial doubt about Neurobiological Technologies Inc.'s
ability to continue as a going concern, after auditing the
company's financilas statements for periods ending June 30, 2007,
and 2006.  The auditors pointed to the company's recurring
operating losses, negative cash flows from operations, negative
working capital position and stockholders' deficit.

                         *     *     *

As reported in the Troubled Company Reporter on Aug. 8, 2007,
Standard & Poor's Ratings Services said that its 'B-' corporate
credit rating and other ratings on Intertape Polymer Group Inc.
remain on CreditWatch with negative implications.


NEW CENTURY: Unlikely to File September 30 Quarterly Report
-----------------------------------------------------------
New Century Financial Corporation disclosed in a regulatory
filing with the Securities and Exchange Commission that it is
unable to timely file its quarterly report for the quarter ended
Sept. 30, 2007, without unreasonable effort and expense.

Holly Etlin, president, chief executive officer, and chief
restructuring officer of New Century, explains that since the
bankruptcy filing, the company has been immersed in bankruptcy-
related matters.  New Century was not able to file its annual
report for the year ended Dec. 31, 2006, or its quarterly
reports for March 31, 2007, and June 30, 2007.

The results of New Century's operations for the quarter ended
Sept. 30, 2007, will change significantly from those for the
quarter ended Sept. 30, 2006, Ms. Etlin says.

Ms. Etlin discloses that prior to the completion of its financial
statements for the year ended Dec. 31, 2006, and each of the
quarters ended March 31, 2007, June 30, 2007 and Sept. 30, 2007,
the company is unable to assess the amount by which its results of
operations for the quarter ended Sept. 30, 2007, will change from
its results of operations for the quarter ended Sept. 30, 2006.

Ms. Etlin points out that in New Century's report, filed with the
SEC on February 7, it said it will restate its consolidated
financial results for the quarters ended March 31, June 30, and
Sept. 30, 2006, to correct the errors in its accounting and
financial reports.  Also, in a May 24 SEC filing, it said that
its financial statements for the fiscal year ended Dec. 31,
2005, should not be relied upon.

Ms. Etlin notes that KPMG LLP, New Century's independent
accounting firm, has resigned.  Due to the resignation, and the
additional time required to complete the financial statements,
New Century will not be able to file the report without
unreasonable effort or expense.

According to Ms. Etlin, it is unlikely that New Century will ever
be able to file its financial statements.

Founded in 1995, Irvine, Calif.-based New Century Financial
Corporation (NYSE: NEW) -- http://www.ncen.com/-- is a real
estate investment trust, providing mortgage products to borrowers
nationwide through its operating subsidiaries, New Century
Mortgage Corporation and Home123 Corporation.  The company offers
a broad range of mortgage products designed to meet the needs of
all borrowers.

The company and its debtor-affiliates filed for Chapter 11
protection on April 2, 2007 (Bankr. D. Del. Lead Case No.
07-10416).  Suzzanne Uhland, Esq., Austin K. Barron, Esq., and Ana
Acevedo, Esq., at O'Melveny & Myers LLP, and Mark D. Collins,
Esq., Michael J. Merchant, Esq., and Jason M. Madron, Esq., at
Richards, Layton & Finger, P.A., represent the Debtors.  The
Official Committee of Unsecured Creditors selected Hahn & Hessen
as its bankruptcy counsel and Blank Rome LLP as its co-counsel.
When the Debtors filed for bankruptcy, they listed total assets of
$36,276,815 and total debts of $102,503,950.  

The Debtors' exclusive period to file a plan expires on Nov. 28,
2007.  (New Century Bankruptcy News, Issue No. 26; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or        
215/945-7000).


NY RACING: Amended Ch. 11 Plan to Pay Unsecured Creditors in Full
-----------------------------------------------------------------
The New York Racing Association Inc. filed with the United States
Bankruptcy Court for the Southern District of New York its Amended
Chapter 11 Plan of Reorganization and Amended Disclosure Statement
describing that Plan.

Under the Amended Plan, Class 2 Secured Claim holders will receive
100% of their allowed claim amount through any of these
distributions:

   a) payment of allowed secured claim in full, in cash;

   b) sale or disposition proceeds of the property securing any
      allowed secured claim to the extent of the value of
      their respective interests in the property; or

   c) surrender to the holder or holders of any allowed aecured
      claim of the property securing the claim.

Commencing on the effective date of the Plan, Unsecured Claims
will receive payments in full and in cash.

Holders of Insured Litigation Claims are entitled to:

   -- proceed with the liquidation of their claims, including
      any litigation pending as of the Debtor's bankruptcy
      filing; and

   -- seek recovery from applicable insurance carrier.

Pursuant to the terms of a settlement agreement, all State Claims
will be deemed allowed and each State Claims holder, other than
the holder of the New York State Tax Claim, will not be entitled
to, and will not receive or retain, any property or interest in
property on account of such Allowed State Claims under the Plan.

On or prior to the effective date of the Plan, the Debtor or the      
Reorganized Debtor will make these payments to its benefit plans:

   1) funding deficiencies for the years ended on or prior to
      Dec. 31, 2006; and

   2) normal costs for the year ended Dec. 31, 2007.

By those payments, the Debtor's benefit plans will be deemed cured
and the Pension Benefit Guaranty Corporation's claims will be
deemed satisfied in full.

The Internal Revenue Service will receive a promissory note in the
amount of its allowed claim, which will bear interest at the rate
of 8% per annum, payable in 15 equal quarterly installments
commencing
on March 31, 2008.

Each holder of an Allowed Penalty Claim will be entitled to
receive a pro rata share of cash available for distribution after
all allowed unsecured claims have been paid in full.

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

A full-text of the Amended Chapter 11 Plan is available
for a fee at:

     http://www.researcharchives.com/bin/download?id=071122203646

A full-text of the Amended Disclosure Statement is
available for a fee at:

     http://www.researcharchives.com/bin/download?id=071122203447

                      About New York Racing

Based in Jamaica, New York, The New York Racing Association
Inc. aka NYRA -- http://www.nyra.com/-- operates racing tracks in      
Aqueduct, Belmont Park and Saratoga.  The company filed for
chapter 11 protection on Nov. 2, 2006 (Bankr. S.D.N.Y. Case No.
06-12618).  Brian S. Rosen, Esq., at Weil, Gotshal & Manges LLP,
Henry C. Collins, Esq., at Cooper, Erving & Savage LLP, and
Irena M. Goldstein, Esq., at Dewey Ballantine LLP represent the
Debtor in its restructuring efforts.  Jeffrey S. Stein of The
Garden City Group Inc. serves as the Debtor's claims and noticing
agent.  Edward M. Fox, Esq., Eric T. Moser, Esq., and Jeffrey N.
Rich, Esq., at Kirkpatrick & Lockhart Preston Gates Ellis LLP,
represent the Official Committee of Unsecured Creditors.  When the
Debtor sought protection from its creditors, it listed more than
$100 million in total assets and total debts.


NY RACING: Plainfield's Motion to Terminate Excl. Periods Denied
----------------------------------------------------------------
The Honorable James M. Peck of the United States Bankruptcy
Court for the Southern District of New York denied the emergency
motion of Plainfield Special Situations Master Fund Limited to
terminate The New York Racing Association Inc.'s exclusive period
to solicit acceptances of the Debtor's Chapter 11 Plan of
Reorganization.  Court documents did not disclose reasons for the
denial.

Plainfield Special is a private fund managed by Plainfield Assets
Management LLC, who holds a substantial equity stake in Capital
Play Inc., one of four qualified bidders for the Debtor's racing
franchise.

As reported in the Troubled Company Reporter on Nov. 20, 2007,
Plainfield told the Court that the Debtor's Plan is predicated on
the State legislature awarding the Debtor a new franchise for an
additional 30-year period on Governor Eliot Spitzer's
recommendation.  Hence, Plainfield argued that in light
of the recent statements of leading State legislators that the
plan to award the Debtor the franchise is effectively "dead on
arrival," it would appear highly unlikely that the Debtor will be
awarded the franchise.


Plainfield warned that if the exclusivity is extended, and the
Debtor is not awarded the franchise by Dec. 31, 2007, the Debtor's
Plan will not be consummated, creditors will not get paid, and
horse racing in New York may abruptly end on Jan. 1, 2008, with no
other alternatives on the table.  

"This is the paradigmatic situation of creditors and other parties
being 'held hostage' by an extension of the exclusivity period,"
Plainfield counsel Edward S. Weisfelner, Esq., at Brown Rudnick
Berlack Israels LLP said.  

To maximize value for the benefit of the Debtor's creditors, Mr.
Weisfelner suggested that alternative plans, including
Plainfield's, be considered.

Mr. Weisfelner stated that Plainfield is proposing a plan that
will:

   (i) enable all interested parties to make informed decisions in
       the best interests of creditors, the New York State, and
       the racing industry; and

  (ii) provide for a contingency plan for the operation of the
       racetracks under a management and consulting agreement
       should the State legislature not award the franchise prior
       to Dec. 31, 2007.

"Allowing [Plainfield] to file its plan will afford the State
legislature the flexibility to be able to move ahead with its
deliberations knowing that, if they decide not to award the
franchise to [the Debtor], [its] creditors will not be left in the
cold with no alternatives," Mr. Weisfelner averred.

                Exclusivity Period Hearing Deferred

As reported in the Troubled Company Reporter on Nov. 20, 2007,
the Court continued the hearing to consider extension of the
Debtor's exclusivity periods to Dec. 12, 2007, 10:00 a.m., at
Courtroom 601.

Days prior to expiration of its exclusive period to file a plan
on Nov. 15, 2007, the Debtor sought further extension of its
exclusive periods to:

   a. file a Chapter 11 plan until March 14, 2008; and
   b. solicit acceptances of that plan until May 13, 2008.

The Debtor said it needs more time to continue to work on a
settlement with the State of New York, the result of which is
crucial to the confirmation of its Chapter 11 Plan of
Reorganization dated Oct. 23, 2007.

On Sept. 4, 2007, after a negotiation and execution of a
memorandum of understanding, Governor Spitzer recommended to
the New York State Legislature that the Debtor be awarded a
franchise to operate racing for an additional 30 years.  
Legislative approval of Governor Spitzer's recommendation remains
pending to date.  

The Debtor averred that with its Plan and Disclosure Statement on
file and with the ongoing negotiations and documentation,
termination of its exclusivity periods could destroy the
substantial progress made in its chapter 11 case and would
discourage all parties from maintaining a dialogue to continue to
resolve any remaining issues.

                      About New York Racing

Based in Jamaica, New York, The New York Racing Association
Inc. aka NYRA -- http://www.nyra.com/-- operates racing tracks in      
Aqueduct, Belmont Park and Saratoga.  The company filed for
chapter 11 protection on Nov. 2, 2006 (Bankr. S.D.N.Y. Case No.
06-12618).  Brian S. Rosen, Esq., at Weil, Gotshal & Manges LLP,
Henry C. Collins, Esq., at Cooper, Erving & Savage LLP, and
Irena M. Goldstein, Esq., at Dewey Ballantine LLP represent the
Debtor in its restructuring efforts.  Jeffrey S. Stein of The
Garden City Group Inc. serves as the Debtor's claims and noticing
agent.  Edward M. Fox, Esq., Eric T. Moser, Esq., and Jeffrey N.
Rich, Esq., at Kirkpatrick & Lockhart Preston Gates Ellis LLP,
represent the Official Committee of Unsecured Creditors.  When the
Debtor sought protection from its creditors, it listed more than
$100 million in total assets and total debts.


OLEN CRAWFORD: Case Summary & Six Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Olen Earl Crawford
        Cendee Lee Crawford
        768 Loper Lane
        Guntersville, AL 35976

Bankruptcy Case No.: 07-42016-11

Chapter 11 Petition Date: November 5, 2007

Court: Northern District of Alabama (Anniston)

Debtors' Counsel: Harry P Long, Esq.
                  P.O. Box 1468
                  Anniston, AL 36202
                  Tel: (256) 237-3266

Estimated Assets: $1 Million to $100 Million

Estimated Debts: $1 Million to $100 Million

Debtors' list of their Six Largest Unsecured Creditors:

      Entity                                 Claim Amount
      ------                                 ------------
      Regions Bank                             $1,410,000
      400 Embassy Row, #110
      Atlanta, GA 30238                    Secured value:
                                              $10,700,000

      Target National Bank Visa                    $7,636
      P.O. Box 59317
      Minneapolis, MN 55459  

      Parisian                                     $2,824
      P.O. Box 960012
      Orlando, FL 32896

      Neiman Marcus                                $2,594

      Dillard's                                    $1,320

      Capital One                                   $994


OSCAR ROJAS: Case Summary & Seven Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Oscar Vaz Rojas
        #25 Calle Almanciga
        Seccion Cautiva
        Hacienda San Jose
        Caguas, PR 00725

Bankruptcy Case No.: 07-06593

Chapter 11 Petition Date: November 7, 2007

Court: District of Puerto Rico (Old San Juan)

Debtor's Counsel: Carlos Rodriguez Quesada, Esq.
                  Law Office of Carlos Rodriguez Ques
                  P.O. Box 9023115
                  San Juan, PR 00902-3115
                  Tel: (787) 724-2867

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's list of his Seven Largest Unsecured Creditors:

   Entity                       Nature of Claim     Claim Amount
   ------                       ---------------     ------------
Maritza Villamil                Conjugal property       $969,881
Cond. Playa Serena              settlement
7063 Carr. 187 Apt. 503
Carolina, PR 00979-7033

Turaser Inc.                    Loan                    $406,514
Calle Beleares #352 - Altos
Esquina FD Roosevelt
San Juan, PR 00920

Viajes Galiana, Inc.            Loan                    $229,985
P.O. Box 195499

First Bank                      Credit card             $54,078

Dova Construction               Civil Action             $23,000

Banco Popular de Puerto Rico    Credit card              $10,781

BBVA                            Credit card               $1,109


PATHEON INC: Wesley Wheeler Appointed as Chief Executive Officer
----------------------------------------------------------------
The board of directors of Patheon Inc. appointed pharmaceutical
industry executive Wesley P. Wheeler as chief executive officer  
effective Dec. 10, 2007.  Mr. Wheeler will succeed Riccardo
Trecroce, who plans to leave Patheon in the new year, after a
transition period.
    
"With Patheon's restructuring initiatives well underway, we are
focused on taking the company forward to the next phase of growth
and profitability," Ramsey Frank, managing director of JLL
Partners, the company's largest shareholder, and chairman of
Patheon Inc.'s corporate governance committee, said.

"Wes Wheeler is a highly experienced pharmaceutical executive with
a proven record of leading successful, international businesses.
His in-depth knowledge of the industry and breadth of
pharmaceutical experience will serve Patheon well as we move
forward to grow and deliver improved value to our stakeholders,"
Mr. Frank added.
    
"We would like to thank Riccardo Trecroce for his commitment and
contributions to Patheon over his seven years with the company,"
Peter Green, chairman of Patheon's board of directors, said.  
"Riccardo led Patheon through a particularly challenging time in
its evolution, successfully recapitalizing the company earlier
this year and launching restructuring and operational initiatives
to improve the company's profitability. We thank him for his
dedication and wish him every success in his future endeavours."
    
Mr. Wheeler's 29-year career includes multinational experience in
pharmaceutical manufacturing, sales and marketing, R&D and
engineering with three global pharmaceutical companies.  He joins
Patheon from Valeant Pharmaceuticals International, a California-
based specialty pharmaceutical company, where he served as
president, North America, R&D and Global Manufacturing.

Prior to joining Valeant in 2003, Mr. Wheeler served as president
and chief executive officer of DSM Pharmaceuticals Inc., a
contract pharmaceutical manufacturer, where he led the
organization through a business turnaround, significantly
increasing new business, compliance and profitability in
approximately 13 months.

Prior to DSM, Mr. Wheeler was senior vice-president of logistics
and strategy for GlaxoSmithKline plc.  In this role, Mr. Wheeler
was responsible for managing the manufacturing rationalization of
Glaxo Wellcome and SmithKline Beecham, which included a supply
network of over 100 plants in 41 countries.

Previous to his manufacturing role, Mr. Wheeler was vice president
of marketing for Glaxo Wellcome, responsible for antibiotic,
antiviral, gastrointestinal and metabolic products. In addition to
brand marketing, he was instrumental in developing the marketing
services infrastructure for Glaxo Wellcome.  Mr. Wheeler joined
Glaxo in 1989 after a 12-year career at Exxon Research &
Engineering Co.
    
Mr. Wheeler holds a bachelor of science degree in mechanical
engineering from Worcester Polytechnic Institute and a master of
business administration degree from California Lutheran
University.
    
"Patheon is a well-positioned, global service provider to the
pharmaceutical industry," Mr. Wheeler said.  "The company has
developed a solid foundation for growth and I intend to work
closely with its many clients, its board of directors and its
employees to deliver continued results for our industry."  "I look
forward to building on Patheon's track record of success and
ultimately increasing value for its shareholders."

                      About Patheon Inc.

Headquartered in Mississauga, Ontario, Patheon Inc. (TSX: PTI) --
http://www.patheon.com/-- provides drug development and  
manufacturing services to the international pharmaceutical
companies located primarily in North America, Europe and Japan. It
produces both prescription and over-the-counter drugs for its
clients.  Patheon provides manufacturing services for a range of
products in many dosage forms and packaging, such as compressed
tablets, hard-shell capsules, liquids and powders filled in
ampoules, vials, bottles or pre-filled syringes. The
pharmaceutical development services provided by Patheon include
dosage form development services, scale-up and technology transfer
services, and manufacturing of pilot batches of drugs.

                        *     *     *

Moody's Investor Services placed Patheon Inc.'s long term
corporate family and probability of default ratings at 'B2' in
April 2007.  The  ratings still hold to date with a stable
outlook.


PATIENT PORTAL: Posts $675,992 Net Loss in 3rd Qtr. Ended Sept. 30
------------------------------------------------------------------
Patient Portal Technologies Inc. reported a net loss of $675,992
on net sales of $347,421 for the third quarter ended Sept. 30,
2007, compared with a net loss of $35,000 on $0 of revenues in the
same period last year.

The company reported no revenue for the three months ended
Sept. 30, 2006, due to the divestiture of its former operating
subsidiary in September 2005.  In December 2006, the company
acquired a new operating subsidiary, Patient Portal Connect Inc.,
and the revenues for this reporting period reflect the revenues of
this operating subsidiary.

At Sept. 30, 2007, the company's consolidated balance sheet showed
$2,731,805 in total assets, $760,561 in total liabilities, $1,100
in redeemable preferred stock, and $1,971,244 in total
shareholders' equity.

The company's consolidated balance sheet at Sept. 30, 2007, also
showed strained liquidity with $159,438 in total current assets
available to pay $721,167 in total current liabilities.

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?25a5

                      Going Concern Doubt

Walden Certified Public Accountant P.A., in Sunny Isles, Florida,
expressed substantial doubt about Patient Portal Technologies
Inc.'s ability to continue as a going concern after auditing the
company's consolidated financial statements for the year ended
Dec. 31, 2006.  The auditing firm pointed to the company's
recurring losses from operations and net capital deficiency.

                       About Patient Portal

Based in Palm Beach Gardens, Florida, Patient Portal Technologies
Inc. (Other OTC: PPRG.PK) -- http://www.patientportal.com/--   
through its newly acquired subsidiary, Patient Portal Connect
Inc., provides integrated workflow solutions in the healthcare
industry.  Its proprietary systems were developed in close
coordination with hospital industry partners to provide multi-
layer functionality across a wide spectrum of critical patient-
centric workflows that result in immediate improvements in cost
savings, patient outcomes, and revenue growth for hospitals.


PETRO ACQUISITIONS: Files for Chapter 11 in Ohio
------------------------------------------------
Petro Acquisitions Inc. filed Wednesday a voluntary petition under
Chapter 11 of the Bankruptcy Code with the U.S. Bankruptcy Court
for the Southern District of Ohio.

As reported in the Troubled Company Reporter on Nov. 20, 2007,
Judge Mallory of the Court of Common Pleas in Hamilton County,
Ohio, at the behest of Walnut Investment Partners, L.P., orginally
appointed Leonard Z. Eppel, of Financial Resource Associates, as
receiver.

Judge Mallory had ruled that Walnut, as a minority shareholder in
the company, has an interest in the company's assets and stocks.  
Judge Mallory further said that the company's assets was in danger
of being lost, removed, or materially injured as a result of
claims made on those assets by various creditors of Petro.

Mr. Eppel however, resigned as receiver citing lenders involved in
the case did not want to work with him.  As a result, Richard D.
Nelson, Esq., was appointed as the new receiver.

As receiver, Mr. Nelson was granted specific authority to file
bankruptcy petitions on behalf the company.

Mr. Nelson, as the new receiver, had already put some of the
company's subsidiaries under Chapter 11 of the Bankruptcy Code.

                          About Petro

Located in West Chester, Ohio, Petro Acquisitions Inc., operates
and franchises 140 AmeriStop gas stations and convenience stores
in Ohio, Kentucky and Indiana.


PETRO ACQUISITIONS: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Lead Debtor: Petro Acquisitions, Inc.
             3955 Alexandria Pike
             Cold Spring, KY 41076

Bankruptcy Case No.: 07-15723

Debtor-affiliates filing separate Chapter 11 petitions on
Nov. 17, 2007:

        Entity                                     Case No.
        ------                                     --------
        Waco Acquisitions, Inc.                    07-15630
        A.F.M. 802, Inc.                           07-15631
        A.F.M. 803, Inc.                           07-15632
        A.F.M. 804, Inc.                           07-15634
        A.F.M. 808, Inc.                           07-15635
        A.F.M. 809, Inc.                           07-15636
        A.F.M. 811, Inc.                           07-15637
        A.F.M. 813, Inc.                           07-15638
        A.F.M. 817, Inc.                           07-15639

Debtor-affiliates filing separate Chapter 11 petitions on
Nov. 12, 2007:

        Entity                                     Case No.
        ------                                     --------
        A.F.M. 805, Inc.                           07-15511
        A.F.M. 806, Inc.                           07-15512
        A.F.M. 807, Inc.                           07-15513
        A.F.M. 810, Inc.                           07-15514
        A.F.M. 812, Inc.                           07-15515
        A.F.M. 814, Inc.                           07-15516
        A.F.M. 815, Inc.                           07-15517
        A.F.M. 816, Inc.                           07-15518
        Ohio Valley A.F.M., Inc.                   07-15506

Debtor-affiliates filing separate Chapter 11 petitions on
Nov. 5, 2007:

        Entity                                     Case No.
        ------                                     --------
        Gillespie Acquisition, Inc.                07-15378
        Gillespie Wholesale, Inc.                  07-15379
        A.F.M. 711, Inc.                           07-15381
        A.F.M. 712, Inc.                           07-15383
        A.F.M. 713, Inc.                           07-15384
        A.F.M. 714, Inc.                           07-15386
        A.F.M. 716, Inc.                           07-15388
        Jackson Center 717, Inc.                   07-15389
        A.F.M. 717, Inc.                           07-15390
        A.F.M. 720, Inc.                           07-15392
        A.F.M. 721, Inc.                           07-15393
        A.F.M. 722, Inc.                           07-15394
        A.F.M. 723, Inc.                           07-15396

Type of Business: Petro Acquisitions Inc., operates and franchises
                  140 AmeriStop gas stations and convenience
                  stores in Ohio, Kentucky and Indiana.

                  The company's wholly-owned subsidiary Gillespie
                  Acquisition, Inc.  filed for Chapter 11
                  protection with 13 affiliates on November 5
                  (Bankr. S.D. Ohio Lead Case No. 07-15378).

                  Waco Acquisitions, Inc., another of Petro's
                  wholly-owned subsidiary, filed for bankruptcy
                  with eight affiliates on November 17 (Bankr.
                  S.D. Ohio. Lead Case No. 07-15630

                  A.F.M. 805, Inc. and eight affiliates, are
                  subsidiaries of Waco Acquisition and filed for
                  Chapter 11 on November 12 (Bankr. S.D. Ohio Lead
                  Case No. 07-15511).

                  Ohio Valley A.F.M., Inc., a subsidiary of OV
                  Acquisition, which in turn is a subsidiary of
                  Waco Acquisition, also filed for bankruptcy of
                  November 12 (Bankr. S.D. Ohio under Case No.
                  07-15511).

                  The case summaries of the bankruptcy petitions
                  of Petro's subsidiaries was published in the
                  Troubled Company Reporter on Nov. 20, 2007.

Chapter 11 Petition Date: November 21, 2007

Court: Southern District of Ohio (Cincinnati)

Debtors' Counsel: Ronald E. Gold, Esq.
                  Frost, Brown, Todd L.L.C.
                  2200 P.N.C. Center
                  201 East Fifth Street
                  Cincinnati, OH 45202
                  Tel: (513) 651-6800
                  Fax: (513) 651-6981

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

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


POPE & TALBOT: Delays Filing of September 30 Form 10-Q
------------------------------------------------------
Pope & Talbot Inc. disclosed in a regulatory filing with the
United States Securities and Exchange Commission that the filing
of its quarterly financial report on Form 10-Q for the period
ended Sept. 30, 2007, will be delayed.

The company has also been unable to complete an evaluation of its
long-lived assets for impairment in relation to its current
financial situation and the commencement of its CCAA proceedings,
Mr. R. Neil Stuart, vice president and chief financial officer of
Pope & Talbot Inc., noted.

In the third quarter of 2006, Pope & Talbot reported an operating
loss of $1,700,000, a net loss of $12,900,000, and a net loss per
share of $0.79.  "Without giving effect to any impairment charge
the company may be required to recognize for its long-lived
assets once an impairment analysis is completed, the company
expects to report an operating loss moderately greater than that
reported in the third quarter of 2006 and a net loss
significantly greater than that reported in the corresponding
prior year period," according to Mr. Stuart.

Mr. Stuart revealed that the preliminary results for the third
quarter of 2007 include amortization of debt issuance costs of
$19,600,000, substantially all of which related to an
acceleration of costs relating to Pope & Talbot's senior secured
credit agreement.  Another significant item in the third quarter
of 2007 that affected operating results was the deferral of the
annual maintenance shutdown of the Mackenzie pulp mill to October
2007 resulting in no shutdown maintenance costs in the third
quarter of 2007 as compared to $7,400,000 in the third quarter of
2006 and $12,000,000 in the second quarter of 2007, Mr. Stuart
added.

Pope and Talbot and its subsidiaries continue to operate their
businesses as debtor companies in accordance with the applicable
provisions of the Companies' Creditors Arrangement Act of Canada
under the jurisdiction of the Superior Court of Justice
(Commercial List) for the Province of Ontario.  "The Company has
not developed a plan of reorganization for its emergence from the
protections of the CCAA, and continues to seek buyers for its
assets as a source of funds to repay creditors," Mr. Stuart
relates.

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.  The Debtors' initial CCAA Stay expires
on Nov. 23, 2007.

The company and fourteen of its debtor-affiliates filed for
Chapter 11 protection on Nov. 19, 2007 (Bankr. D. Del. Lead Case
No. 07-11738).  Laura Davis Jones, Esq. at  Pachulski, Stang,
Ziehl & Jones L.L.P. is Debtors' proposed bankruptcy counsel.  
When the Debtors filed for bankruptcy, they listed total assets of
$681,960,000 and total debts of $601,090,000.

The Debtors' exclusive period to file a plan expires on March 18,
2008.

Pope & Talbot Pulp Sales Europe, LLC, a subsidiary, on Nov. 21,
2007, filed an application for relief under Belgian bankruptcy
laws in the commercial court in Brussels.  If the Belgian court
grants Pope & Talbot Europe's application, it is expected it will
be liquidated through the bankruptcy proceeding.  (Pope & Talbot
Bankruptcy News, Issue No. 4; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


POPE & TALBOT: CCAA Proceedings Transferred to British Columbia
---------------------------------------------------------------
The Honorable Justice Geoffrey B. Morawetz at the Superior Court
of Justice (Commercial List) for the Province of Ontario, in
Canada, approved the request of Pope & Talbot Inc. and its debtor
affiliates to transfer the venue of the Applicants' CCAA
proceedings to the British Columbia Supreme Court.

Accordingly, the Ontario Court asked the British Columbia Supreme
Court to:

   -- accept the transfer and continuation of the Applicants'
      proceedings;

   -- recognize Mr. Justice Morawetz's Initial Order dated
      Oct. 29, 2007, approving a stay of proceedings to
      November 23;

   -- recognize all subsequent Ontario Court orders for all
      purposes; and

   -- assume primary jurisdiction of the Applicants' CCAA
      proceedings.

The Ontario Court will maintain jurisdiction over the Applicants'
CCAA proceedings until the British Columbia Supreme Court assumes
primary jurisdiction, Mr. Justice Morawetz clarified.

The Applicants' request, dated Nov. 19, 2007, came at the
heels of similar filings made by the province of British
Columbia, Wells Fargo Financial Corporation Canada, as agent for
the Revolving Credit Facility Lenders, and Ableco Finance LLC, as
Agent for the Term Loan B Lenders.

Her Majesty the Queen in Right of the Province of British
Columbia asked Justice Morawetz to:

   (a) declare that the British Columbia Supreme Court is the
       "forum conveniens" for the Companies' Creditors
       Arrangement Act proceedings of Pope & Talbot Ltd. and its
       subsidiaries;

   (b) request the British Columbia Supreme Court to accept the
       continuation of the CCAA proceedings; recognize Justice
       Morawetz's Initial Order dated Oct. 29, 2007, and all
       subsequent orders for all purposes; and assume primary
       jurisdiction; and

   (c) stay the CCAA Proceedings in Ontario pending continuation
       of the proceedings in the British Columbia Supreme Court.

In the alternative, British Columbia asked Mr. Justice Morawetz
to declare that the Ontario Superior Court does not have
jurisdiction to receive the Applicants' CCAA Application.

Douglas Knowles, Esq., at Fraser Milner Casgrain LLP, in
Vancouver, British Columbia, noted that approximately one month
before the CCAA bankruptcy filing, the Applicants changed their
registered office to the offices of Stikeman Elliott LLP in
Toronto, Ontario.  Prior to that, the Applicants' registered
office was located in Vancouver, British Columbia at the office
of its counsel Stikeman Elliot.  The corporate filings of the
Applicants in British Columbia indicate that its registered head
offices, as of Oct. 29, 2007, was the office of its counsel
Stikeman Elliot in British Columbia, Mr. Knowles disclosed.

The Applicants have more than 1,700 employees and significant
assets in British Columbia, Mr. Knowles pointed out.  The
Applicants' chief and only place of business in Canada is British
Columbia, he adds.

The Applicants, Mr. Knowles stated, conduct their business in a
"complex resource industry" which is subject to numerous statutes
and regulations of the Province of British Columbia, with respect
to matters including the environment, water, forests, pensions,
workers compensation, employment standards and labor relations.  
Disputes arising from the statutes and regulations which govern
the Company's business operations, Mr. Knowles asserted, are
subject to determination or adjudication by ministerial
officials, tribunals located in British Columbia, and by the
British Columbia Supreme Court.

Mr. Knowles added that some of the property and rights owned and
enjoyed by the Applicants in British Columbia are in areas which
may be subject to native land claims, which are also subject to
adjudication in British Columbia.

There is no evidence, Mr. Knowles argued, that:

   (a) the Applicants have any employees or assets or any place
       of business in Ontario, other than one bank account; and

   (b) any of the Applicants' creditors are located in Ontario.

Rather, majority of the Applicants' creditors are located in
British Columbia.  Moreover, the vast majority of the
stakeholders which will be affected by the CCAA proceedings are
in British Columbia, Mr. Knowles maintained.

Mr. Knowles furnished the Court with various sworn affidavits to
support the Jurisdiction Transfer Request, including the
affidavits of:

   1. Fran Thibodeau, legal secretary of Fraser Milner Casgrain
      LLP, solicitors for her Majesty the Queen in Right of the
      Province of British Columbia;

   2. Gary Townsend, assistant deputy minister of the Integrated
      land Management Bureau of the Ministry of Agriculture and
      Lands;

   3. Michael Peters, executive director at the office of the
      Superintendent of Pensions;

   4. Glen Davidson, director of the management and Standards,
      Water Stewardship Branch of the Ministry of Environment;

   5. Richard Butler, a lawyer who represents the Attorney
      General of British Columbia on almost all major commercial
      insolvencies;

   6. Pat Plunkett, director of the Forest Revenue Branch of the
      British Columbia Ministry of Small Business and Revenue;

   7. Brad Harris, senior timber tenure forester of the Resource
      Tenures and Engineering Branch of the Ministry of Forests
      and Range for the Province of British Columbia;

   8. Julian Paine, assistant deputy minister of the Strategic
      Initiatives Division of the British Columbia for the
      Ministry of Aboriginal Relations and Reconciliation;

   9. Melanie Dovey, legal secretary of the Legal Services Branch
      of the British Columbia Ministry of Attorney General;

  10. Julia Brooke, senior environmental protection officer with
      the Environmental Protection Division of the Environmental
      Management Branch for the Ministry of Environment for the
      Province of British Columbia;

  11. Elan Symes, assistant deputy minister of the Revenue
      Programs Division of the Ministry of Small Business and
      Revenue;

  12. David Morel; and

  13. Steve Willick, president of Newland Enterprises Ltd.

Representing the Attorney General of British Columbia, Mr. Butler
identified certain jurisdictional or constitutional issues that
could arise in the course of  the Applicants' CCAA proceedings,
including conflicts from initial orders, conflicts in vesting
orders, and conflicts in arrangement and final orders.  The
Attorney General, Mr. Butler averred, has taken the position that
orders in insolvency proceedings can only override the operation
of provincial laws on constitutional grounds.

On the Attorney General's behalf, Mr. Butler asserts that it is
contrary to the interest of the British Columbia public in the
appropriate ongoing operation of laws governing the activities of
Pope & Talbot in British Columbia to have the CCAA proceedings
continue in the courts of Ontario.

The Attorney General further believes that it would be cumbersome
and costly and would involve additional delay to force statutory
decision-makers, third parties whose rights or interests are
protected by statute, or would-be applicants for judicial review
in British Columbia to apply to and appear in the Ontario court
seeking:

   -- a determination of whether the stay under the initial order
      applies to a particular regulatory process; or

   -- if it does, to have the stay lifted.

It would be particularly difficult, if not impossible, to do so
in a timely way in response to emergency situations which may
arise, the Attorney General added.

On the other hand, Mr. Thibodeau attested that a detailed search
of various Web sites indicate that the Applicants have no place
of business in Ontario.

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.  The Debtors' initial CCAA Stay expires
on Nov. 23, 2007.

The company and fourteen of its debtor-affiliates filed for
Chapter 11 protection on Nov. 19, 2007 (Bankr. D. Del. Lead Case
No. 07-11738).  Laura Davis Jones, Esq. at  Pachulski, Stang,
Ziehl & Jones L.L.P. is Debtors' proposed bankruptcy counsel.  
When the Debtors filed for bankruptcy, they listed total assets of
$681,960,000 and total debts of $601,090,000.

The Debtors' exclusive period to file a plan expires on March 18,
2008.

Pope & Talbot Pulp Sales Europe, LLC, a subsidiary, on Nov. 21,
2007, filed an application for relief under Belgian bankruptcy
laws in the commercial court in Brussels.  If the Belgian court
grants Pope & Talbot Europe's application, it is expected it will
be liquidated through the bankruptcy proceeding.  (Pope & Talbot
Bankruptcy News, Issue No. 4; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


POPULAR ABS: Fitch Affirms 'BB-' Rating on $2.2 Million Certs.
--------------------------------------------------------------
Fitch Ratings has affirmed these Popular ABS mortgage pass-through
certificates.  Affirmations total $483.6 million.  Break Loss
percentages and Loss Coverage Ratios for each class are included
with the rating actions as:

Series 2005-1

  -- $119.1 million class A affirmed at 'AAA' (BL: 61.02, LCR:
     7.64);

  -- $44 million class M-1 affirmed at 'AA' (BL: 40.33, LCR:
     5.05);

  -- $34.3 million class M-2 affirmed at 'A' (BL: 26.16, LCR:
     3.28);

  -- $9.6 million class M-3 affirmed at 'A-' (BL: 23.03, LCR:
     2.88);

  -- $9 million class M-4 affirmed at 'BBB+' (BL: 20.25, LCR:
     2.54);

  -- $6.2 million class B-1 affirmed at 'BBB' (BL: 16.34, LCR:
     2.05);

  -- $5 million class B-2 affirmed at 'BBB-' (BL: 17.13, LCR:
     2.15);

  -- $6.2 million class B-3 affirmed at 'BB+' (BL: 18.84, LCR:
     2.36);

  -- $2.5 million class B-4 affirmed at 'BB' (BL: 46.24, LCR:
     5.79).

Deal Summary

  -- Originator: Equity One (100%);
  -- 60+ day Delinquency: 12.01%;
  -- Realized Losses to date (% of Original Balance): 0.69%;
  -- Expected Remaining Losses (% of Current Balance): 7.98%;
  -- Cumulative Expected Losses (% of Original Balance): 3.97%.

Series 2005-2

  -- $146.6 million class A affirmed at 'AAA' (BL: 49.03, LCR:
     6.85);

  -- $37.1 million class M-1 affirmed at 'AA' (BL: 34.57, LCR:
     4.83);

  -- $27.5 million class M-2 affirmed at 'A' (BL: 23.97, LCR:
     3.35);

  -- $4.7 million class M-3 affirmed at 'A-' (BL: 22.15, LCR:
     3.1)

  -- $7.4 million class M-4 affirmed at 'BBB+' (BL: 19.35, LCR:
     2.7);

  -- $4.2 million class M-5 affirmed at 'BBB' (BL: 17.81, LCR:
     2.49)

  -- $6 million class M-6 affirmed at 'BBB-' (BL: 15.68, LCR:
     2.19);

  -- $6.3 million class B-1 affirmed at 'BB+' (BL: 11.04, LCR:
     1.54);

  -- $5.7 million class B-2 affirmed at 'BB' (BL: 11.46, LCR:
     1.6);

  -- $2.2 million class B-3 affirmed at 'BB-' (BL: 13.30, LCR:
     1.86).

Deal Summary

  -- Originator: Equity One (100%);
  -- 60+ day Delinquency: 9.93%;
  -- Realized Losses to date (% of Original Balance): 0.51%;
  -- Expected Remaining Losses (% of Current Balance): 7.16%;
  -- Cumulative Expected Losses (% of Original Balance): 4.04%.


PRUDENTIAL'S ROCK: Fitch Affirms 'B-' Rating on $4.5MM Certs.
-------------------------------------------------------------
Fitch has affirmed Prudential's ROCK commercial mortgage pass-
through certificates, series 2001-C1, as follows:

  -- $56.5 million class A-1 at 'AAA';
  -- $536.1 million class A-2 at 'AAA';
  -- Interest-only class X-1 at 'AAA';
  -- Interest-only class X-2 at 'AAA';
  -- $27.2 million class B at 'AAA';
  -- $38.6 million class C at 'AAA';
  -- $9.1 million class D at 'AAA';
  -- $11.4 million class E at 'AAA';
  -- $15.9 million class F at 'AAA';
  -- $13.6 million class G at 'AAA';
  -- $13.6 million class H at 'AA';
  -- $22.7 million class J at 'BBB+';
  -- $6.8 million class K at 'BBB-';
  -- $4.5 million class L at 'BB+';
  -- $9.1 million class M at 'B';
  -- $4.5 million class N at 'B-'.

Fitch does not rate the $7.6 million class O certificates.

The rating affirmations are the result of stable performance.  As
of the October 2007 distribution date, the pool's aggregate
principal balance has decreased 14.4%, to $777.2 million from
$908.2 million at issuance.  In total, 43% of the pool has
defeased. There are currently no loans in special servicing.  One
loan, the RREEF America II Portfolio, representing approximately
11.7% of the pool, maintains an investment grade shadow rating due
to stable performance.  The $155.4 million loan is split into an A
and B note.  The $91 million A note, which is included in this
transaction, and the $64.4 million B note is held outside the
trust.  The loan is secured by a portfolio of industrial, retail,
office and multifamily properties located in Delaware, Texas,
California, Florida, Georgia, and Arizona.  There is approximately
3.7 million square feet of commercial space and 176 multifamily
units.  The weighted average portfolio occupancy is 97.4% as of
June 2007.


QUEBECOR WORLD: Market Status Cues Refinancing Plan Withdrawal
--------------------------------------------------------------
Quebecor World Inc. has withdrawn its refinancing plan involving
an offer of approximately CDN$250 million of its equity shares, an
offer on a private placement basis of an aggregate of $500 million
of new debt securities and amendments to the company's secured
credit facilities.

The company has decided to withdraw the refinancing plan due to
adverse current financial market conditions.  The company will
continue to evaluate financing alternatives, including the
issuance of equity and debt securities when conditions are more
favourable, asset sales and sale leaseback transactions and
explore other alternatives.  

To that effect, the board will hire independent financial
advisors.

In this connection, Quebecor Inc. has taken note of and agreed
with the decision by Quebecor World to withdraw its refinancing
plan.  As the controlling shareholder, Quebecor Inc. related that
it will cooperate in the exploration of other alternatives.

                  About Quebecor World Inc.

Headquartered in Montreal, Quebec, Quebecor World Inc. (TSX:
IQW)(NYSE:IQW), -- http://www.quebecorworldinc.com/-- provides    
market solutions, including marketing and advertising activities,
well as print solutions to retailers, branded goods companies,
catalogers and to publishers of magazines, books and other printed
media.  It has 127 printing and related facilities located in
North America, Europe, Latin America and Asia. In the United
States, it has 82 facilities in 30 states, and is engaged in the
printing of books, magazines, directories, retail inserts,
catalogs and direct mail.  In Canada it has 17 facilities in five
provinces, through which it offers a mix of printed products and
related value-added services to the Canadian market and
internationally.  The company is an independent commercial printer
in Europe with 19 facilities, operating in Austria, Belgium,
Finland, France, Spain, Sweden, Switzerland and the United
Kingdom. In March 2007, it sold its facility in Lille, France.  
Quebecor World (USA) Inc. is its wholly owned subsidiary.

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 15, 2007,
Moody's Investors Service rated Quebecor World Inc.'s new
$400 million senior unsecured note issue Caa1.  At the same time,
ratings for about $1.6 billion of existing senior unsecured notes
for QWI and its wholly-owned subsidiary companies, Quebecor World
Capital Corporation and Quebecor World Capital ULC, were
downgraded to Caa1 from B3.

Standard & Poor's assigned its 'B' debt rating to Quebecor World's
proposed $400 million senior unsecured notes due 2014.  The 'B'
debt rating will be placed on CreditWatch with negative
implications.


RELIANT ENERGY: To Pay $10 Million to Equistar Under Agreement
--------------------------------------------------------------
Reliant Energy Channelview LP and its debtor-affiliates ask the
United States Bankruptcy Court for the District of Delaware for
authority to approve an Amended Settement Agreement they entered
into with Equistar Chemical LP pursuant to Bankruptcy Rule 9019.

The salient terms of the Amended Settlement Agreement are:

     i) The Debtors agreed to pay or cause to be paid to Equistar
        the amount of $10 million, with the payment to be made
        within three business days after, and conditional on,
        receipt of the proceeds from the sale of either of the
        Debtors as a direct or indirect equity sale or
        substantially all the assets of the Debtors.

    ii) Upon execution of the Amended Settlement Agreement,
        Equistar agreed to cease all activity in connection with
        the litigation.  Equistar further agreed that, upon
        Equistar's receipt of the settlement payment, the Debtors
        and Equistar would seek entry of a final judgement.

   iii) Equistar also agreed to, among others:

         a) permit the disclosure statement of the steam
            agreement and ESA to potential bidders that execute           
            a confidentiality agreement; and

         b) otherwise cooperate in good faith in the sale
            process, subject to the limitations stated in the
            Amended Settlement Agreement.

    iv) The Debtor and Equistar agreed to promptly commence the
        design, engineering and installation of a centrifugal pump
        and agree to share certain costs related to same.

In a Court filing on Nov. 15, 2007, the Debtors relate to the
Court that a dispute arose between Equistar with regard to the
calculation of damages under the second amended and restated
energy supply agreement dated Dec. 15, 1999, resulting from the
March 2006 steam outage.

The Debtors further say that on Nov. 1, 2006, Equistar filed a
petition in the District Court of Harris County in Texas against
the Debtors to recover approximately $37 million allegedly
incurred in connection with the steam outage.

Mark D. Collins, Esq., at Richards Layton & Finger, P.A., saidn
that the Debtors and Equistar agreed to enter into a settlement
agreement after the Debtors informed Equistar of the intention to
sell the Debtors' business.

A hearing has been scheduled on Dec. 10, 2007, at 10:30 a.m., to
consider the Debtors' request.

Headquartered in Culver City, California, Brotman Medical Center
Inc. -- http://www.brotmanmedicalcenter.com/-- provides range of      
inpatient and outpatient services, as well as rehabilitation,
psychiatric care and chemical dependency.  The company filed
for Chapter 11 protection on Oct. 25, 2007 (Bankr. C.D. Calif.
Case No. 07-19705).  Thomas E. Patterson, Esq., at Klee Tuchin
Bogdanoff & Stern LLP, represents the Debtors in their
restructuring efforts.  The Debtor selected Kurtzman Carson
Consultants LLC as its claims and noticing agent.  The U.S.
Trustee for Region 16 appointed nine creditors to serve on an
Official Committee of Unsecured Creditors in this case.  Benjamin
S. Seigel, Esq., and Paul S. Arrow, Esq., at Buchalter Nemer,
represent the Official Committee of Unsecured Creditors.  When the
Debtor filed for bankruptcy, it listed assets and debts between
$1 million and $100 million.


RELIANT PHARMA: Agrees to Sell Assets to GSK for $1.65 Bil. Cash
----------------------------------------------------------------
GlaxoSmithKline and Reliant Pharmaceuticals Inc. had reached an
agreement under which Reliant will be acquired by GSK for
$1.65 billion (GBP800 million) in cash.

Reliant, a privately held specialty pharmaceutical company focused
on cardiovascular therapies, recorded net sales of $341 million in
the nine months ending Sept. 30, 2007, an increase of 62% over the
comparable time period a year earlier.

GSK expects the transaction will be slightly accretive to earnings
in 2008, excluding integration costs, and will create additional
value in following years.

Through its strategic in-licensing and development strategy,
Reliant has developed a portfolio of specialty medicines combating
heart disease, including US rights to Lovaza(TM) (omega-3-acid
ethyl esters), a treatment for adult patients with very high
levels of triglycerides.  Triglycerides are fatty substances in
the blood associated with increased risks of coronary artery
disease.  Lovaza is indicated as an adjunct to diet to reduce
triglyceride levels in adults with very high (500 mg) triglyceride
levels.

High lipid levels continue to be a growing health problem in the
United States, with up to 5 million people having triglyceride
levels classified as very high.  Lovaza is the only prescription
omega-3 medicine approved by the US Food and Drug Administration
for the treatment of very high triglycerides, and remains the only
omega-3 medicine that, along with diet and exercise, has been
clinically proven to provide a 45% reduction in triglycerides in
adult patients with very high triglyceride levels.

Launched in late 2005, Lovaza (formerly known as Omacor(R))
achieved rapid uptake among patients and health care
professionals.  In the nine months ending Sept. 30, 2007, net
sales were $206 million, an increase of 115% over the first nine
months of 2006.

Lovaza competes in the non-statin dyslipidemia segment of the US
cardiovascular market, where it had achieved a 10% market share of
total prescriptions as of Sept. 30, 2007.  Sales in the non-statin
dyslipidemia market totaled approximately $2.2 billion in 2006 and
are expected to grow in excess of 20% a year.  GSK believes there
is significant opportunity for future growth of Lovaza in this
market segment.

Reliant licensed the rights to Lovaza in the US and Puerto Rico
from Pronova BioPharma ASA (Oslo: PRON), a publicly traded
Norwegian company that will continue to supply the product\u2019s
primary material.  Rights to Lovaza in other markets have been
licensed by Pronova to several other companies.

"The addition of Lovaza to the GSK portfolio adds a new driver of
sales growth in the US business," Chris Viehbacher, President, US
Pharmaceuticals, GSK, said.  "It represents a strong strategic
fit, complementing Coreg CR(R), a leading treatment for heart
failure and hypertension, and adds to our growing profile in the
cardiovascular disease area."

"Today is a momentous date for Reliant," Bradley T. Sheares, CEO
of Reliant, said.  "We are very proud of the work that our
employees have done to build this company, particularly the energy
and perseverance of our sales teams, who have demonstrated their
worth in building a formidable Lovaza franchise in less than 24
months.  We see great additional potential through this
acquisition for Lovaza and the patients who could benefit from
it."

The acquisition is subject to approval by the US Federal Trade
Commission and is expected to conclude before year-end.

In addition to Lovaza, Reliant Pharmaceuticals, based in Liberty
Corner, New Jersey, currently markets three other in-licensed
cardiovascular products -- high blood pressure treatments DynaCirc
CR(R) (isradipine) and InnoPran XL(R) (propanolol HCl), as well as
Rythmol SR(R) (propafenone), which treats abnormal heart rhythms,
or arrhythmia.

                             About GSK

GlaxoSmithKiline -- http://www.gsk.com/-- is a research-based  
pharmaceutical and healthcare company that is committed to
improving the quality of human life by enabling people to do more,
feel better and live longer.  

                About Reliant Pharmaceuticals Inc.

Based in Liberty Corner, New Jersey, Reliant Pharmaceuticals Inc.
is a pharmaceutical company that specializes in the development,
commercialization and marketing of prescription therapeutic
products.  Reliant currently markets four cardiovascular products
in the United States and focuses on promoting its products to
targeted primary care and specialty physicians, well as selected
hospitals and academic centers in the United States.  Reliant's
sales force infrastructure is comprised of approximately 875 sales
and marketing professionals nationwide.

                          *     *     *

As reported in the Troubled Company Reporter on Feb. 20, 2007,
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating to Reliant Pharmaceuticals Inc.  The rating outlook
is stable.

At the same time, Standard & Poor's assigned its loan and recovery
ratings to the company's senior secured financing, consisting of a
$215 million term loan due 2012.  The term loan has a first-lien
interest in all assets of the company except accounts receivable,
in which it holds a second-lien interest.  The term loan is rated
'B+' with a recovery rating of '3', indicating the expectation for
meaningful recovery of principal in the event of payment default.


RESIDENTIAL ASSET: Fitch Cuts Ratings on $13 Mil. Certificates
--------------------------------------------------------------
Fitch Ratings has taken these rating actions on one Residential
Asset Mortgage Product mortgage pass-through certificate.  
Affirmations total $278 million, and downgrades total $13 million.  
In addition, $3.7 million is placed on Rating Watch Negative.
Break Loss percentages and Loss Coverage Ratios for each class are
included with the rating actions as:

RAMP 2005-RS3

  -- $184.9 million class A affirmed at 'AAA' (BL: 43.59, LCR:
     5.87);

  -- $20.4 million class M-1 affirmed at 'AA+' (BL: 37.38, LCR:
     5.04);

  -- $18.6 million class M-2 affirmed at 'AA' (BL: 31.22, LCR:
     4.21);

  -- $9.3 million class M-3 affirmed at 'AA-' (BL: 28.06, LCR:
     3.78);

  -- $11.1 million class M-4 affirmed at 'A+' (BL: 24.23, LCR:
     3.26);

  -- $7.4 million class M-5 affirmed at 'A' (BL: 21.68, LCR:
     2.92);

  -- $9.3 million class M-6 affirmed at 'A-' (BL: 18.43, LCR:
     2.48);

  -- $5.5 million class M-7 affirmed at 'BBB+' (BL: 16.37, LCR:
     2.21);

  -- $5.9 million class M-8 affirmed at 'BBB' (BL: 14.14, LCR:
     1.90);

  -- $5.2 million class M-9 affirmed at 'BBB-' (BL: 12.08, LCR:
     1.63);

  -- $3.7 million class B-1 rated 'BB+', and placed on Rating
     Watch Negative (BL: 10.60, LCR: 1.43);

  -- $5.5 million class B-2 downgraded to 'B' from 'BB' (BL:
     8.49, LCR: 1.14);

  -- $7.4 million class B-3 downgraded to 'CCC/DR2' from 'BB-',
     and removed from Rating Watch Negative (BL: 6.99, LCR:
     0.94).

Deal Summary

  -- Originators: 100% GMAC RFC;
  -- 60+ day Delinquency: 15.26%;
  -- Realized Losses to date (% of Original Balance): 1.65%;
  -- Expected Remaining Losses (% of Current Balance): 7.42%;
  -- Cumulative Expected Losses (% of Original Balance): 4.60%.

The rating actions are based on changes that Fitch has made to its
subprime loss forecasting assumptions.  The updated assumptions
better capture the deteriorating performance of pools from 2006
and late 2005 with regard to continued poor loan performance and
home price weakness.  


RESIDENTIAL ASSET: Fitch Holds 'BB+' Ratings on Two Classes
-----------------------------------------------------------
Fitch Ratings has taken rating actions on three Residential Asset
Securities Corporation mortgage pass-through certificates.  
Affirmations total $482.2 million and downgrades total $19.4
million.  Break Loss percentages and Loss Coverage Ratios for each
class are included with the rating actions as:

RASC 2005-KS1

  -- $28.5 million class A affirmed at 'AAA' (BL: 92.09, LCR:
     9.64);

  -- $48.6 million class M-1 affirmed at 'AA+' (BL: 63.06, LCR:
     6.6);

  -- $37.0 million class M-2 affirmed at 'A+' (BL: 23.26, LCR:
     2.43);

  -- $10.8 million class M-3 affirmed at 'A' (BL: 20.43, LCR:
     2.14);

  -- $9.7 million class M-4 affirmed at 'A-' (BL: 17.85, LCR:
     1.87);

  -- $8.6 million class M-5 affirmed at 'BBB' (BL: 15.45, LCR:
     1.62);

  -- $7.2 million class M-6 affirmed at 'BBB-' (BL: 13.44, LCR:
     1.41);

  -- $7.2 million class B affirmed at 'BB+' (BL: 12.21, LCR:
     1.28).

Deal Summary

  -- Originators: 100% GMAC RFC;
  -- 60+ day Delinquency: 26.42%
  -- Realized Losses to date (% of Original Balance): 1.42%;
  -- Expected Remaining Losses (% of Current Balance): 9.56%;
  -- Cumulative Expected Losses (% of Original Balance): 3.65%.

RASC 2005-KS4

  -- $41.0 million class A affirmed at 'AAA' (BL: 75.75, LCR:
     7.8);

  -- $20.9 million class M-1 affirmed at 'AA' (BL: 58.71, LCR:
     6.04);

  -- $17.4 million class M-2 affirmed at 'AA-' (BL: 41.83, LCR:
     4.31);

  -- $7.8 million class M-3 affirmed at 'A' (BL: 37.45, LCR:
     3.86);

  -- $5.5 million class M-4 affirmed at 'A' (BL: 32.84, LCR:
     3.38);

  -- $7.0 million class M-5 affirmed at 'BBB+' (BL: 18.19, LCR:
     1.87);

  -- $4.3 million class M-6 affirmed at 'BBB' (BL: 16.31, LCR:
     1.68);

  -- $5.1 million class M-7 affirmed at 'BBB' (BL: 13.90, LCR:
     1.43).

  -- $5.8 million class B-1 affirmed at 'BB+' (BL: 11.60, LCR:
     1.19).

Deal Summary

  -- Originators: 100% GMAC RFC;
  -- 60+ day Delinquency: 22.49%
  -- Realized Losses to date (% of Original Balance): 1.63%;
  -- Expected Remaining Losses (% of Current Balance): 9.71%;
  -- Cumulative Expected Losses (% of Original Balance): 4.52%.


RASC 2005-KS6

  -- $96.7 million class A affirmed at 'AAA' (BL: 66.62, LCR:
     5.71);

  -- $19.7 million class M-1 affirmed at 'AA+' (BL: 57.93, LCR:
     4.97);

  -- $21.8 million class M-2 affirmed at 'AA+' (BL: 48.25, LCR:
     4.14);

  -- $7.1 million class M-3 affirmed at 'AA' (BL: 42.39, LCR:
     3.63);

  -- $15.8 million class M-4 affirmed at 'AA-' (BL: 37.49, LCR:
     3.21);

  -- $9.8 million class M-5 affirmed at 'A+' (BL: 33.10, LCR:
     2.84);

  -- $7.1 million class M-6 affirmed at 'A' (BL: 29.84, LCR:
     2.56);

  -- $11.0 million class M-7 affirmed at 'A' (BL: 24.74, LCR:
     2.12).

  -- $7.4 million class M-8 affirmed at 'BBB+' (BL: 16.73, LCR:
     1.43);

  -- $6.5 million class M-9 affirmed at 'BBB' (BL: 14.83, LCR:
     1.27);

  -- $5.9 million class M-10 downgraded to 'BBB-' from 'BBB',
     and removed from Rating Watch Negative (BL: 12.94, LCR:
     1.11);

  -- $5.9 million class M-11 downgraded to 'BB' from 'BBB-',
     and removed from Rating Watch Negative (BL: 11.20, LCR:
     0.96);

  -- $4.4 million class B-1 downgraded to 'B' from 'BB' (BL:
     10.35, LCR: 0.89).

  -- $2.9 million class B-2 downgraded to 'B' from 'BB-' (BL:
     10.14, LCR: 0.87).

Deal Summary

  -- Originators: 100% GMAC RFC;
  -- 60+ day Delinquency: 23.91%
  -- Realized Losses to date (% of Original Balance): 1.47%;
  -- Expected Remaining Losses (% of Current Balance): 11.68%;
  -- Cumulative Expected Losses (% of Original Balance): 5.88%.

The rating actions are based on changes that Fitch has made to its
subprime loss forecasting assumptions.  The updated assumptions
better capture the deteriorating performance of pools from 2006
and late 2005 with regard to continued poor loan performance and
home price weakness.


RESIDENTIAL ASSET: Fitch Lowers Ratings on Two Classes to BB
------------------------------------------------------------
Fitch has taken rating actions on these five Residential Asset
Securities Corporation mortgage pass-through certificates:

RASC, Series 2003-KS3 Total Group 1 & 2

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

RASC, Series 2004-KS3 Group 1

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

RASC, Series 2004-KS3 Total 2-3

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

RASC, Series 2004-KS8 Group 1

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

RASC, Series 2004-KS8 Group 2

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

RASC, Series 2004-KS11

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

The affirmations, affecting approximately $339.4 million of the
outstanding balances, are taken as a result of a satisfactory
relationship of credit enhancement to expected losses.

The downgrades, affecting approximately $25.9 million of the
outstanding balances, are taken as a result of a deteriorating
relationship between expected losses and credit enhancement.  The
assignment of Rating Watch Negative affects $53.2 million of
outstanding certificates and reflects deterioration in the
relationship between CE and future loss expectations.

The collateral of transactions aforementioned consists of fixed
and adjustable-rate subprime mortgage loans secured by first and
second liens on residential properties.  As of the October 2007
distribution date, delinquencies (loans delinquent more than 60
days, inclusive of loans in foreclosure, bankruptcy, and real
estate owned) range from 6.68% (2004-KS8 Group 1) to 41.73% (2003-
KS3) with current cumulative losses between 1.04% (2004-KS3 Group
1) and 1.91% (2004-KS3 Total 2-3).

The above transactions are seasoned from 35 (2004-KS11) to 54
(2003-KS3) months.  The pool factors (current mortgage loans
outstanding as a percentage of the initial pool) range from 6%
(2003-KS3) to 44% (2004-KS8 Group 1).  The loans are serviced by
Homecomings Financial Network, LLC (rated 'RPS2+' by Fitch). GMAC-
RFC (rated 'RMS2+' by Fitch) is the master servicer of the
transactions.


RESIDENTIAL CAPITAL: Mulls Merger with U.K. Lender Northern Rock
----------------------------------------------------------------
Residental Capital LLP, a GMAC Financial Services subsidiary, is
considering a merger with a large non-U.S. lending institution,
which sources say, is U.K. lender Northern Rock plc, as part of
its strategic initiatives to improve liquidity and to fend off
bankruptcy rumors, various sources report.

As reported in yesterday's Troubled Company Reporter ResCap is
currently under restructuring as severe weakness in the housing
market and mortgage industry continues to prevail.  ResCap will
streamline its operations and revise its cost structure, which
will enhance its flexibility, allowing it to scale operations up
or down more rapidly to meet changing market conditions.

On Oct. 15, 2007, a restructuring plan was approved that will
include ResCap reducing its current worldwide workforce of 12,000
associates by approximately 25%, or by approximately 3,000
associates, with the majority of reductions occurring in the
fourth quarter of 2007.

In addition, ResCap has offered to purchase up to $750 million
notes through a cash tender offer to boost shareholder value.

Several of ResCap's credit facilities contain a financial covenant
requiring ResCap to maintain a minimum consolidated tangible net
worth as of the end of each fiscal quarter.

As of Sept. 30, 2007, the most restrictive provision requires
ResCap to maintain a minimum consolidated tangible net worth of
$5.4 billion. ResCap's reported consolidated tangible net worth
as of Sept. 30, 2007, was $6.2 billion.

                    Northern Rock's Troubles

As reported in the TCR, the Board of Northern Rock received
indicative expressions of interest from bidders including
Cerberus.

The proposals received Northern Rock are of two types:

   (i) proposals to invest in the Company (including through an
       injection of assets as well as new capital); and

  (ii) proposals to acquire parts of the business or assets of
       the Company.

However, the Board of Directors of Northern Rock expects more
proposals from interested parties in the next few days.  The Board
believes that the range of values for the existing equity implied
by the proposals is materially below the market price at the close
of business on Nov. 16, 2007.

In September 2007, Northern Rock plc and its regulators were
pushing to sell the mortgage lender after shares plunged due to
the exodus of clients who, as a whole, have taken back about GBP2
billion in funds, The Financial Times reports.

As depositors scramble to withdraw their funds from the mortgage
lender, fearing a collapse, Northern Rock and its advisers are
trying to find a "commercial solution" that would allow it to be
sold as a going concern, FT states.

                     About Northern Rock plc

Headquartered in Newcastle upon Tyne, England, Northern Rock plc
-- http://www.northernrock.co.uk/mortgages-- is currently the
5th largest UK mortgage lender, the largest financial
institution based in the North East of England and one of the
most cost efficient UK mortgage lenders based on key performance
ratios.  The company had more than US$200 billion in assets at
the end of June 2007.

                  About GMAC Financial Services

GMAC Financial Services -- http://www.gmacfs.com/-- is a global,   
diversified financial services company that operates in
approximately 40 countries in automotive finance, real estate
finance, insurance and commercial finance businesses.  GMAC was
established in 1919 and currently employs about 31,000 people
worldwide.  At Dec. 31, 2006, GMAC held more than $287 billion in
assets and earned net income for 2006 of $2.1 billion on net
revenue of $18.2 billion.

                     About Residential Capital

Residential Capital LLC -- http://www.rescapholdings.com/-- is a
real estate finance company, focused primarily on the residential
real estate market in the United States, Canada, Europe, Latin
America and Australia.  The company's diversified businesses cover
the spectrum of the U.S. residential finance industry, from
origination and servicing of mortgage loans through their
securitization in the secondary market.  It also provides capital
to other originators of mortgage loans, residential real estate
developers, and resort and timeshare developers.

Residential Capital is the home mortgage unit of GMAC Financial
Services, which is in turn wholly owned by GMAC LLC.

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 5, 2007,
Moody's downgraded to Ba3, from Ba1, its ratings on the senior
debt of Residential Capital LLC.  The outlook is negative.  This
concludes a rating review that was initiated on Aug. 16, 2007, at
which time senior debt was downgraded from Baa3.  This rating
action follows ResCap's $2.3 billion loss in Q307.

At the same time, Standard & Poor's Ratings Services removed its
ratings on Residential Capital LLC from CreditWatch, where they
were placed with negative implications on Oct. 17, 2007.  S&P also
lowered its long-term counterparty credit rating on Residential
Capital LLC to 'BB+/B' from 'BBB-/A-3'.  The outlook is negative.

The company, as of Nov. 16, 2007, holds Fitch's B short-term
ratings and BB+ long-term ratings.  Fitch has placed the ratings
under review for possible downgrade.


RICHARD ZUCARO: Case Summary & 19 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Richard James Zucaro, Jr.
        aka Zeke Zucaro, an officer of MegaZee Inc.,
         and ZMGA LLC
        Megan Elizabeth Zucaro
        aka Megan Elizabeth Polley, Megan Elizabeth Johnson,
         an offier of MegaZee Inc., and ZMGA LLC
        5715 Denmans Loop
        Belton, TX 76513

Bankruptcy Case No.: 07-61085

Chapter 11 Petition Date: November 5, 2007

Court: Western District of Texas (Waco)

Judge: Frank R. Monroe

Debtors' Counsel: John A. Montez, Esq.
                  3809 W. Waco Drive
                  Waco, TX 76710
                  Tel: (254) 759-8600
                  Fax: (254) 759-8700

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtors' list of their 19 Largest Unsecured Creditors:

   Entity                       Nature of Claim     Claim Amount
   ------                       ---------------     ------------
Michael Zucaro                  Loan                    $228,000
6 Garretson Avenue
Islip, NY 11751

Leasing Services                Other                    $99,000
3980 Union Boulevard #600
Lakewood, CO 80228

Heartland Business Credit       Judgment                 $70,319
390 Union Boulevard Suit 600
Lakewood, CO 80228

American Express                Credit cards             $42,442

Allied Interstate               Other                    $41,330

Wells Fargo Business Line       Credit cards             $36,000

Bank of America                 Business debt            $35,670

Sarma                           Other                    $35,000

Internal Revenue Service        Other                    $35,000

                                                       Value: $0

United Recovery System/         Credit cards             $32,000
American Express

FIA CSNA                        Credit cards             $30,349

CBC Novis                       Business debt            $22,000

First Equity                    Credit cards             $14,500

Chase                           Credit cards             $13,919

Sams                            Credit cards             $12,000

Capital One Bank                Business debt            $10,822

Citibank                        Credit cards             $10,821

First Command Bank              Credit cards             $10,200

Discover Cards                  Credit cards              $7,675


ROBERTO MARTINS: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtors: Roberto M. Martins
         Maria V. Martins
         dba Top Line Dairy
         160 East Jackson Road
         Lake Arthur, NM 88253

Bankruptcy Case No.: 07-12902

Chapter 11 Petition Date: November 16, 2007

Court: District of New Mexico (Albuquerque)

Judge: James S. Starzynski

Debtors' Counsel: Robert H. Jacobvitz, Esq.
                  Jacobvitz, Thuma and Walker, P.C.
                  500 Marquette Northwest, Suite 650
                  Albuquerque, NM 87102-5309
                  Tel: (505) 766-9272
                  Fax: (505) 766-9287

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtors' list of its 20 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
S.O.O. Trucking Co.                                      $242,557
P.O. Box 528
Okeene, OK 73763

Veterinary Pharmaceuticals, Inc.   Trade                 $136,014
13159 13th Road West
Hanford, CA 93230-9666

IVESCO, LLC                        Trade                  $19,412
P.O. Box 8232
Des Moines, IA 50301

Jordan Dairy Service               Trade                  $18,037

Rocky Mountain                     Trade                  $16,433
Pharmaceuticals, Inc.

KSS, Inc.                          Trade                  $12,052

Glorieta Geoscience, Inc.          Trade                  $11,572

Central Valley                     Utilities              $11,118
Electric Coop, Inc.

Monsanto Company                   Trade                  $10,818

Valley Dairy Products, Inc.        Trade                   $9,479

Central Valley Dairy Breeders      Trade                   $7,915

Precision Electric Inc.            Trade                   $6,348

First Insurance Funding Corp.      Insurance               $6,199

Western Environmental              Trade                   $5,750

Daubert Oil & Gas, LLC             Trade                   $5,329

Lykins Tire                        Trade                   $4,738

Alvin Souza Dairy                  Trade                   $3,845

Parts Center Inc.                  Trade                   $3,695

Portales Livestock                 Trade                   $3,432

Artesia Building Supply            Trade                   $2,273


SAKS INC: Earns $21.6 Million in Third Quarter Ended Nov. 3
-----------------------------------------------------------
Saks Incorporated disclosed Tuesday results for the third quarter
and nine months ended Nov. 3, 2007.

The company sold its Saks Department Store Group businesses in
2005 and 2006, and the sold SDSG businesses are presented as
"discontinued operations" in the prior year period.  Saks Fifth
Avenue and Club Libby Lu are reflected in the company's continuing
operations.

Saks recorded net income of $21.6 million on net sales of
$796.1 million for the third quarter ended Nov. 3, 2007, compared
with net income of $6.2 million on net sales of $697.0 million in
the same period ended Oct. 28, 2006.

The third quarter included the following after-tax items totaling
$4.3 million:

   -- expenses of approximately $500,000 for retention, severance,
      and transition costs related to the company's downsizing and
      consolidation following the disposition of its SDSG
      businesses,

   -- $300,000 related to asset impairments and dispositions,

   -- expenses of approximately $800,000 due to an increase in
      income tax reserves related to certain tax examinations, and

   -- expenses of approximately $2.7 million associated with the     
      previously disclosed investigation by the Securities and
      Exchange Commission and the investigation by the Office of
      the United States Attorney for the Southern District of New
      York as well as the settlement of two related vendor
      lawsuits.

For the prior year third quarter ended Oct. 28, 2006, the company
recorded income from continuing operations of $12.5 million.  
After recognition of the company's after-tax loss from  
discontinued operations of $6.3 million, net income totaled
$6.2 million for the prior year third quarter.  The prior year
third quarter included the following after-tax items netting
$4.2 million:

   -- expenses of approximately $4.9 million for retention,   
      severance, and transition costs,

   -- expenses of approximately $400,000 associated with the
      aforementioned investigations,

   -- $1.5 million related to asset impairments and dispositions,
      and

   -- a gain of approximately $2.6 million related to a one-time
      gain on modifications made to SFA's pension plan.

             Overview of Results for the Nine Months

Saks recorded net income of $8.0 million on net sales of
$2.28 billion for the nine months ended Nov. 3, 2007, compared
with net income of $32.2 million on net sales of $1.99 billion for
the same period ended Oct. 28, 2006.

The nine months included the following after-tax items totaling
$26.6 million:

   -- expenses of approximately $16.2 million for retention,     
      severance, and transition costs,

   -- a loss on extinguishment of debt totaling $3.4 million
      related to the repurchase of $106.3 million of senior notes,

   -- $2.5 million related to asset impairments and dispositions,

   -- expenses of approximately $0.8 million due to an increase in
      income tax reserves related to certain tax examinations, and

   -- expenses of approximately $3.7 million associated with the    
      aforementioned investigations and settlements.

For the prior year nine months ended Oct. 28, 2006, the company
recorded a loss from continuing operations of $29.0 million.  
After recognition of the company's after-tax gain from
discontinued operations of $61.2 million, net income totaled
$32.2 million for the prior year nine months.  The prior year nine
months included the following after-tax items netting
$27.3 million:

   -- a $12.8 million non-cash charge related to the treatment    
      under Financial Accounting Standard 123(r) of the anti-
      dilution adjustment made to outstanding options related to   
      the company's $4 per share dividend paid in May 2006,

   -- expenses of approximately $12.4 million for retention,
      severance, and transition costs,

   -- $4.9 million related to asset impairments and dispositions,

   -- expenses of approximately $2.3 million associated with the
      aforementioned investigations,

   -- income of approximately $2.5 million due to the favorable
      conclusion of certain tax examinations, and

   -- a gain of $2.6 million related to a one-time gain on   
      modifications made to SFA's pension plan.

                          Balance Sheet

At Nov. 3, 2007, the company's consolidated balance sheet showed
$2.44 billion in total assets, $1.31 billion in total liabilities,
and $1.13 billion in total shareholders' equity.

                     Comments on the Quarter

Stephen I. Sadove, chairman and chief executive officer of the
company, noted, "We are pleased with the year-over-year
improvement in our third quarter operating results which primarily
was driven by strong comparable store sales growth and expense
leverage.

"Our third quarter comparable store sales increase of 11.4%
indicates that our customers are continuing to respond to our
strengthened merchandise selections, service initiatives, and
innovative marketing."

Sadove continued, "Many of our merchandise categories performed
very well in the quarter, including handbags; women's shoes;
jewelry; and men's apparel, accessories, and shoes.  We generated
solid performance across all geographies and store sizes.  Our
strong sales performance was achieved in spite of disruption
associated with several major remodeling projects including our
South Coast Plaza store in Los Angeles and our Palm Beach Gardens
and Naples stores in Florida.  Our New York City flagship location
once again outperformed the company average and was the
beneficiary of increased store traffic driven in part by the
opening of 10022-SHOE and robust tourism (even though the 8th
floor was closed for renovation part of the quarter).  The number
of transactions and the average dollars per transaction rose
during the quarter.

"The growth of Saks Direct continues to substantially outpace the
company average as we add more new vendors and merchandise and
customers respond to our recently completed total redesign and
upgrade of the e-commerce site.  The Direct business generated an
approximate 40% sales increase over last year's third quarter.

"Off 5th is continuing to show improvement as we further refine
the merchandise assortments with more direct purchases from core
vendors and as we introduce additional private brand product to
the stores."

Sadove also noted, "Our 11.4% comparable store sales increase for
the quarter exceeded our expectations and is even more noteworthy
given our 8.8% comp growth in last year's third quarter.  However,
we began to experience a more challenging promotional and overall
macroeconomic environment.  This resulted in modest downward
pressure on our merchandise margins which was offset by the impact
of unredeemed gift cards, producing a flat year-over-year gross
margin rate for the quarter.  In last year's third quarter, we
were able to expand our gross margin rate by 100 basis points."

At quarter end, the company had approximately $63.5 million of
cash on hand and $25 million of direct outstanding borrowings on
its $500 million revolving credit facility.  The revolving credit
facility borrowings were used to fund third quarter working
capital needs and have subsequently been repaid.  Funded debt,
which includes capitalized leases, at Nov. 3, 2007, totaled
approximately $599 million, and debt-to-capitalization was 34.7%.

The company has remaining availability of approximately
35.7 million shares under its existing repurchase authorization
programs.  The company repurchased approximately 1.7 million
shares of common stock at an average price of $15.95 during the
quarter.

Kevin Wills, executive vice president and chief financial officer,
commented, "We believe that our invested cash, our improving cash
flows, and the unfunded liquidity in our revolving credit facility
will provide flexibility for additional investments in our
business and may provide opportunities to further strengthen our
balance sheet and to purchase additional common stock."  

                         About Saks Inc.

Headquartered in New York, Saks Incorporated (NYSE: SKS) --
http://saksincorporated.com/-- operates Saks Fifth Avenue and Off  
Fifth and Club Libby Lu.  Saks Fifth Avenue stores are principally
freestanding stores in exclusive shopping destinations or anchor
stores in upscale regional malls, and the stores typically offer
an assortment of luxury fashion apparel, shoes, accessories,
jewelry, cosmetics and gifts.  Off Fifth is intended to be the
luxury off-price retailer in the United States and provides an
outlet for the sale of end-of-season clearance merchandise.

The company currently operates Saks Fifth Avenue which is  
comprised of 54 Saks Fifth Avenue stores, 49 Saks Off 5th stores,
and saks.com.  The company also operates Club Libby Lu specialty
stores.

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 1, 2007,
Standard & Poor's Ratings Services revised the CreditWatch
implications for Saks Inc. to developing from positive.  This
action follows a Schedule 13D disclosure by Iceland-based Baugur
Group hf. that it has the right to acquire an approximate 8.5%
stake in Saks' common stock and that it is considering making a
joint bid (with Milestone Resources Group Ltd.) to acquire the
company.

Currently, Saks Inc. carries Standard & Poor's 'B+' long term
foreign issuer credit and 'B+' long term local issuer credit
ratings which were placed on Oct. 30, 2007.
      

SAKS INC: Settles IDC Lawsuit on Improper Chargebacks
-----------------------------------------------------
Saks Inc. confirmed Wednesday that it has settled a dispute
regarding abusive "markdown allowances" with International
Design Concepts, Vanessa O'Connell of The Wall Street Journal
reports.

"The case is officially over.  The money has been paid," WSJ
cited plaintiff attorney Donald L. Kreindler, as saying.

Amount of the settlement was not disclosed, however, Julia
Bentley, a spokesperson for Saks Inc. told WSJ that
"a vast majority of the settlement had been reserved for."

On May 17, 2005, IDC sued Saks alleging breach of contract,
fraud and unjust enrichment.

The suit, filed with the U.S. District Court for the Southern
District of New York, specifically alleged that from 1996 to 2003,
Saks improperly took chargebacks and deductions for vendor
markdowns, which resulted in IDC going out of business.

The suit sought damages in the amount of the unauthorized
chargebacks and deductions.

IDC filed a second amended complaint on June 14, 2005, asserting
an additional claim for damages under the Uniform Commercial Code
for vendor compliance chargebacks.

                            About Saks

Saks Incorporated -- http://saksincorporatedcom/-- operates Saks   
Fifth Avenue and Off Fifth and Club Libby Lu.  Saks Fifth Avenue
stores are principally freestanding stores in exclusive shopping
destinations or anchor stores in upscale regional malls, and the
stores typically offer an assortment of luxury fashion apparel,
shoes, accessories, jewelry, cosmetics and gifts.  Off Fifth is
intended to be the luxury off-price retailer in the United States
and provides an outlet for the sale of end-of-season clearance
merchandise.

Previously, the company operated Saks Department Store Group,
which consisted of Proffitt's and McRae's which was sold to Belk,
Inc. in July 2005.  

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 1, 2007,
Standard & Poor's Ratings Services revised the CreditWatch
implications for Saks Inc. to developing from positive.  The
action followed a Schedule 13D disclosure by Iceland-based
Baugur Group hf. that it has the right to acquire an approximate
8.5% stake in Saks' common stock and that it is considering
making a joint bid (with Milestone Resources Group Ltd.) to
acquire the company.
      
"Although there is no certainty of a bid, we would expect that
acquisition of the company would result in a significant addition
to leverage," said Standard & Poor's credit analyst Gerald A.
Hirschberg," and that Saks' margin of cash flow to cover interest
would be substantially diminished."


SALANDER-O'REILLY: Gets Interim Nod for Triax as Contractor
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
gave its interim nod for Salander-O'Reilly Galleries LLC to Triax
Capital Advisors LLC as an independent contractor to provide
management services.

The Debtor discloses that Joseph E. Sarachek, a managing director
at Triax, will be named as the Debtor's Chief Restructuring
Officer.

The Debtor tells the Court that among the first orders of
business, the CRO shall undertake a comprehensive and detailed
inventory of the Debtor's assets including artwork wherever
located.  The CRO will also undertake any and all actions
necessary to assemble the Debtor's books and records to enable the
Debtor to once again conduct its business.

Among the issues raised in a number of the litigations concerns
the nature and extent of ownership rights asserted in various
pieces of artwork.  Absent a resolution of these competing
interests to the Debtor's primary and most valuable assets, its
ability to continue to operate will be severely hampered.  Thus,
it is the CRO's intention to implement procedures necessary to
efficiently address and resolve the competing ownership interests
in the various pieces of artwork, the Debtor adds.

The Debtor reminds the Court that it intends to use the Chapter 11
process to:

    (a) resolve its litigation disputes,

    (b) resolve any financing issues,

    (c) conduct a review of its business, and

    (d) negotiate and confirm a plan that maximizes assets values
        for the benefit of the Debtor's estate and creditors.

Specifically, as CRO, Mr.  Sarachek responsibilities will include:

   a. oversight of all aspects of the management and operations of
      the Debtor's business, in a manner as he deems necessary or
      appropriate;

   b. communicate with creditors of the Debtor and meet with
      representatives of such constituents; and

   c. report to the Court and will have the sole authority to make
      decisions with respect to all aspects of management of the
      Debtor's business including, but not limited to, operations
      and employment matters and oversight of the bankruptcy
      process including, but not limited to, Bankruptcy Court
      reporting requirements, development of a Plan of
      Reorganization and Disclosure Statement, claims management,
      and managing outside professionals in other areas as the CRO
      may identify in such a manner as the CRO deems necessary or
      appropriate in the CRO's sole discretion consistent with the
      business judgment rule, subject to applicable state law and
      the Bankruptcy Court.

The Debtor adds that Triax will cause Mr. Sarachek to devote
sufficient time to complete the services contemplated by the
Management Agreement for the Debtor on behalf of Triax and
additionally Triax will have the right to use additional
professionals that may be necessary to carry out the scope of
services outlined in the Management Agreement.

Triax will also advise the Debtor in connection with various
financial advisory matters including, but not limited to,
inventory of the Debtor's artwork collection and other assets,
assembling books and records of the Debtor, evaluating any
competing claims to property of the estate, evaluating the
Debtor's strategic alternatives and formulating a business plan
for selling or hypothecating the Debtor's assets, e.g., paintings
and other objects of art.

As payment for services rendered, the Debtor discloses that Mr.
Sarachek will be $50,000 paid per month payable on the first of
each month in advance.  Fees for other Triax personnel shall be
billed at $250 per hour.

Triax will also review its level of effort with the Bankruptcy
Court and the secured creditor, First Republic Bank, on a monthly
basis and if necessary, adjust the monthly fee accordingly, all in
accordance with the Bankruptcy Code and Rules, and subject to
Bankruptcy Court approval.  In addition, Triax will provide FRB
with a monthly budget estimating the anticipated services to be
rendered by hourly personnel.

In addition to monthly fees, the Debtor will also pay Triax a
reorganization incentive fee payable upon the earlier of:

  (i) the sale or monetization of all or substantially all of the
      assets or equity of the Debtor in one or more transactions;

(ii) the merger or consolidation of the Debtor with or into any
      other entity in one or more transactions;

(iii) the effective date of a chapter 11 plan of reorganization
      for the Debtor, with the Debtor, or a substantial portion
      thereof, surviving as an ongoing entity;

(iv) the refinancing or pay down of the existing lender group; or

  (v) the liquidation of substantially all of the Debtor's assets.

Subject to Bankruptcy Court approval, the amount of the
Reorganization Fee will be based on the recovery to creditors and
shall be 1.5 % of the recovery to creditors, provided, however,
that the Reorganization Fee will not be paid out of the cash
collateral of FRB.

In lieu of paying Triax a retainer, the Debtor will further prepay
Triax's first Monthly Fees in the sum of $50,000 upon execution of
the Management Agreement.

To the best of the Debtor's knowledge, Triax and Mr. Sarachek do
not represent any interests adverse to the Debtor or its estates.

            About Salander-O'Reilly Galleries

Established in 1976, New York-based Salander-O'Reilly Galleries
LLC -- http://www.salander.com/-- exhibits and manages fine art  
from renaissance to contemporary. On Nov. 1, 2007, three
creditors filed an involuntary chapter 7 petition against the
gallery (Bankr. S.D.N.Y. Case Number 07-13476). The petitioners,
Carol F. Cohen of Two Swans Farm, Cavallon Family LP, and Richard
Ellenberg, disclosed total claims of more than $5 million. Amos
Alter, Esq., at Troutman Sanders LLP and John Koegel, Esq., at The
Koegel Group LLP represent the petitioners.

On Nov. 9, 2007, the Debtor's case was converted to a chapter 11
proceeding (Bankr. S.D.N.Y. Case No. 07-30005).  Alan D. Halperin,
Esq., at Halperin Battaglia Raicht, LLP, represents the gallery.

Salander-O'Reilly Galleries is owned by Lawrence B. Salander and
his wife, Julie D. Salander, of Millbrook, New York. The couple
also has membership interests in galleries including non-debtor
entities, Renaissance Art Investors and Salander Decorative Arts
LLC. The couple filed for chapter 11 protection on Nov. 2, 2007
(Bankr. S.D.N.Y. Case No. 07-36735). Douglas E. Spelfogel, Esq.
and Richard J. Bernard, Esq. at Baker & Hostetler LLP and Susan P.
Persichilli, Esq. at Buchanan Ingersoll PC represent the Debtors
in their restructuring efforts. When they filed for bankruptcy,
Mr. and Mrs. Salander listed assets and debts between $50 million
and $100 million.

Prior to bankruptcy, Mr. Salander resigned as Salander-O'Reilly
Galleries' manager and turned over the control to Triax Capital
Advisors LLC, and independent turnaround firm.


SCENIC HOLLOW: Case Summary & 10 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Scenic Hollow Investments, LLC
        dba Skylane Mobile Home Park
        P.O. Box 236
        Horn Lake, MS 38637

Bankruptcy Case No.: 07-14133

Chapter 11 Petition Date: November 8, 2007

Court: Northern District of Mississippi (Aberdeen)

Judge: David W. Houston III

Debtor's Counsel: Michael P. Coury, Esq.
                  Suite 2000
                  40 South Main Street
                  Memphis, TN 38103
                  Tel: (901) 259-7100

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's list of its 10 Largest Unsecured Creditors:

   Entity                       Nature of Claim     Claim Amount
   ------                       ---------------     ------------
Holland and Hollard             Services rendered       $135,000
Excavating Inc.
6409 C.R. 216
Oakland, MS 38948

Adelino C. Sousa                Loan                    $100,000
8911 Chambary Road
Elk Grove, CA 95624

Dale Morrow                     Salary                   $90,000
7725 Goodman Road
Walls, MS 38680

Houston Engineering             Services rendered        $40,000

The Real Estate Movement, Inc.  Services rendered        $35,000

Jackson Partners                Lease arrearage          $25,000

Edith C. Williams               Loan                     $20,000

Equity Trust Company            Goods and/or              $5,000
                                services

Mississippi Dept. of Health     Notice purposes only     Unknown

Mississippi State               Notice purposes only     Unknown
Tax Commission


SCOTTS MIRACLE: Moody's Withdraws Ratings for Business Reasons
--------------------------------------------------------------
Moody's Investors Service withdrew The Scotts Miracle-Gro
Company's ratings.  Moody's has withdrawn these ratings for
business reasons.  Specifically, the ratings were withdrawn
because the company has no rated debt outstanding.

These ratings have been withdrawn:

The Scotts Miracle-Gro Company

  -- Corporate Family Rating of Ba2;
  -- Probability of Default Rating of Ba2;
  -- Speculative Grade Liquidity Rating of SGL-2.

The Scotts Miracle-Gro Company, with headquarters in Marysville,
Ohio, is a leading manufacturer and marketer of consumer lawn care
and garden products, primarily in North America and in Europe.  
The company's sales were approximately $2.9 billion for the twelve
months ended Sept. 30, 2007.


ST ALBANS: Case Summary & 12 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: St. Albans Outreach Day Care Center, Inc.
        109-45 Farmers Boulevard
        Saint Albans, NY 11412

Bankruptcy Case No.: 07-46018

Type of Business: The Debtor is a provider of day care and child
                  care services  in Queens County, New York.

Chapter 11 Petition Date: November 2, 2007

Court: Eastern District of New York (Brooklyn)

Debtor's Counsel: John W Freeman, Esq.
                  111-36 Farmers Boulevard
                  Jamaica, NY 11412
                  Tel: (347) 581-4485
                  Fax: (917) 386-2569

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

Estimated Debts:  $1 Million to $100 Million

Debtor's list of its 12 Largest Unsecured Creditors:

       Entity                      
       ------                      
       New York State
       Department of Labor
       138-60 Berkley Avenue
       Flushing, NY 11355

       Robert Murray
       109-45 Farmers Boulevard
       St. Albans, NY 11412

       New York State
       Workers Compensation Board
       55 Broadway
       New York, NY 10006

       New York State
       Division of Taxation & Finance

       Ricoh

       The City of New York

       Con Edison

       JAF Station

       Keyspan Energy Delivery

       Internal Revenue Service

       Dell Financial Services

       Receivables Management Srvc


TARRAGON CORP: Must File June & Sept. Form 10-Q's by December 31
----------------------------------------------------------------
The Nasdaq Listing Qualifications Panel has granted Tarragon
Corporation's request for an extension to file its Form 10-Qs for
the quarters ended June 30 and Sept. 30, 2007.

Pursuant to the extension, Tarragon's common stock will continue
to be listed on the Nasdaq Global Select Market subject to the
filing of the above referenced reports with the SEC by Dec. 21,
2007.

Based in New York City, Tarragon Corporation (NASDAQ:TARR) --
http://www.tarragoncorp.com/-- develops multifamily housing for  
rent and for sale. Tarragon's operations are concentrated in the
Northeast, Florida, Texas and Tennessee.

                         *     *     *

As reported in the Troubled Company Reporter on Aug. 20, 2007,
Tarragon Corp. disclosed in a regulatory filing with the
Securities and Exchange Commission that it received a notice of
default and demand from Barclays Capital Real Estate Inc. related
to six promissory notes made in favor of Barclays by certain
direct or indirect wholly owned subsidiaries of the company (the
"Group I Subsidiaries").


THINKPATH INC: Sept. 30 Balance Sheet Up-Side-Down by $2.3 Mil.
---------------------------------------------------------------
Thinkpath Inc. reported financial results for the three and nine
months ended Sept. 30, 2007.

Net loss for the three months ended Sept. 30, 2007, was $520,000,
compared to a net loss of $380,000 for the same period last year.

Net loss for the nine months ended Sept. 30, 2007, was $450,000,
compared to $1,720,000 for the same 2006 period.

Included in interest charges for the three and nine months ended
Sept. 30, 2007 are accrued fees and penalties of approximately
$300,000 and $670,000, related to the company's debt agreements
with its primary lender.

Specifically, the company's failure to file and effect a
registration statement registering the shares underlying the
warrants granted to the lender.

Subsequent to the quarter end, the lender agreed to forgive these
fees, waive additional fees and postpone the filing deadline until
March 31, 2008.  Debt forgiveness of approximately $670,000 will
be recognized by the company in the fourth quarter this year.

At Sept. 30, 2007, the company's balance sheet showed total assets
of 5.6 million and total liabilities of $7.9 million resulting to
a shareholders' deficit of $2.3 million.

                      About Thinkpath Inc.

Headquartered in Toronto, Ontario, Thinkpath Inc. (OTC BB: THPHF)
-- http://www.thinkpath.com/--  provides engineering design   
services and on-site engineering support.  Customers include
defense contractors, aerospace, logistics, healthcare,
pharmaceutical and manufacturing companies, including Johnson and
Johnson, Lockheed Martin, General Dynamics, Siemens, Federal
Express, L-3 Communications, and Cummins Engines.

                     Going Concern Doubt

Schwartz Levitsky Feldman LLP, in Toronto, expressed substantial
doubt about Thinkpath Inc.'s ability to continue as a going
concern after auditing the company's consolidated financial
statements for the years ended Dec. 31, 2006, and 2005.  The
auditing firm pointed to the company's recurring losses from
operations and negative working capital.


TRICADIA CDO: S&P Places 'BB' Rating Under Negative CreditWatch
---------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on the class
A-X, A-2, B, C, D, E, and F notes issued by Tricadia CDO 2006-7
Ltd. on CreditWatch with negative implications.
     
Tricadia CDO 2006-7 Ltd. triggered an event of default under
section 5.1(j) of the indenture dated Jan. 23, 2007, when a ratio
calculated by dividing the net outstanding asset balance by the
sum of the aggregate principal amount of the class A and B notes
was less than 100%.
     
When Standard & Poor's receives EOD notices, S&P place all
affected note ratings on CreditWatch with negative implications.


             Ratings Placed on Creditwatch Negative

                     Tricadia CDO 2006-7 Ltd.

                                   Rating
                                   ------
                Class       To               From
                -----       --               ----
                A-X         AAA/Watch Neg    AAA
                A-2         AAA/Watch Neg    AAA
                B           AA/Watch Neg     AA
                C           A/Watch Neg      A
                D           BBB/Watch Neg    BBB
                E           BBB-/Watch Neg   BBB-
                F           BB/Watch Neg     BB

                   Other Outstanding Ratings

                    Tricadia CDO 2006-7 Ltd.

                     Class           Rating
                     -----           ------
                     A-1 unfunded    AAA
                     A-1 funded      AAA


UNITED RENTALS: Files Lawsuit Against Cerberus Capital
------------------------------------------------------
United Rentals Inc. has filed a lawsuit against RAM Holdings Inc.
and RAM Acquisition Corp., acquisition vehicles formed by Stephen
A. Feinberg's Cerberus Capital Management L.P. to acquire United
Rentals.

The lawsuit, filed in the Delaware Court of Chancery, seeks to
compel the Cerberus acquisition vehicles to complete the agreed-
upon transaction.

United Rentals received a letter from RAM, repudiating the merger
agreement even though there has been no material adverse change in
United Rentals' business.  The letter was sent after a meeting led
by Mr. Feinberg at which RAM informed United Rentals' advisors
that RAM did not want to force its financing sources to fulfill
their commitments, even though the merger agreement requires them
to do so.

At the meeting, Cerberus specifically confirmed that there has not
been a material adverse change.

United Rentals related that the repudiation, which is unwarranted
and incompatible with the covenants of the merger agreement, is
nothing more than a naked ploy to extract a lower price at the
expense of United Rentals' shareholders.

The lawsuit asserts that the "Specific Performance" provision of
the merger agreement, which states that "irreparable damage would
occur in the event that any of the provisions of the Agreement
were not performed in accordance with their specific terms or were
otherwise breached," explicitly gives United Rentals the right to
compel consummation of the merger in the present situation.

The lawsuit contends that the Cerberus acquisition vehicles are
directly violating the merger agreement and acting in bad faith,
and do not have the right to pay a reverse break-up fee and simply
walk away.  There is no financing barrier to completing the
merger, as RAM has binding commitment letters from its financing
sources to provide financing for the transaction.

United Rentals stated that the financing sources stand ready to
fulfill their contractual obligations.  As described in the
lawsuit, the Specific Performance provision of the merger
agreement requires RAM to draw down the committed financing and
consummate the merger under precisely these circumstances.

The lawsuit also contends that the Cerberus acquisition vehicles
sought to further their scheme to buy United Rentals for less by
taking advantage of the dramatic stock price drop that occurred
after their intention to walk away from their obligation to
consummate the merger was leaked to a news organization.

The lawsuit asks the Court to award United Rentals specific
performance of the merger agreement to consummate the merger in
accordance with its terms.

The United Rentals Board believes it is in the best interest of
the Company and its stockholders to bring this action to enforce
their contractual rights, and looks forward to prevailing in
court.

The New York law firm of Orans, Elsen & Lupert LLP and the
Wilmington, Delaware law firm of Rosenthal, Monhait & Goddess,
P.A. is representing United Rentals in this litigation.

                  About United Rentals

United Rentals Inc. -- http://www.unitedrentals.com/-- (NYSE:   
URI) is an equipment rental company with an integrated network of
over 690 rental locations in 48 states, 10 Canadian provinces and
one location in Mexico.  The company's approximately 11,500
employees serve construction and industrial customers, utilities,
municipalities, homeowners
and others.  The company offers for rent over 20,000 classes of
rental equipment with a total original cost of $4.3 billion.

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 19, 2007,
Standard & Poor's Ratings Services said that its 'BB-' corporate
credit ratings on United Rentals Inc. and its wholly owned
subsidiary United Rentals Inc. remain on CreditWatch with negative
implications.


VALLEY HEALTH: Airs Cost-Cutting Plans; Intends to Cut Jobs by 2%
-----------------------------------------------------------------
Valley Health System plans to reduce its 2,000 work force by
about 2%, or 41 heads, and renegotiate agreements in order to
mitigate financial distress and a possible bankruptcy,
various reports relate, citing chief executive officer Fred
Harder.

The lay offs will realize about $2 million to $4 million in
savings per year for the ailing hospital chain, J.P. Crumrine
writes for Idyllwild Town Crier.

This is Valley Health's next move after the trashing of Measure
G which proposed to sell the Valley Health to Select HealthCare
Solutions for $135 million, reports say.

Other cost-cutting efforts include shutting down of non-
performing assets and raising hospital charges, according to the
reports.

                    About Valley Health System

Valley Health System, -- http://www.valleyhealthsystem.com/-- a   
California Local Health Care District, owns and operates three
acute hospitals and a skilled nursing facility; Hemet Valley
Medical Center, a 340-bed facility located in Hemet, Menifee
Valley Medical Center an 84-bed facility located in Sun City, and
Moreno Valley Community Hospital a 95-bed facility located in the
city of Moreno Valley.  Hemet Valley HealthCare Center, a 113-bed
skilled nursing facility located in Hemet.

Currently the District encompasses approximately 882 square miles
in the San Jacinto Valley in west central Riverside County. It
includes the City of Hemet, the City of San Jacinto, the City of
Sun City, and the surrounding unincorporated areas. Population of
the District is approximately 360,000, however Moreno Valley and
its primary service area are located outside the boundaries of the
District.

The District was formed in 1946 and purchased as existing 18-bed
hospital from the City of Hemet. Since then, Hemet Valley Medical  
Center has undertaken a number of projects in expanding to its
present 240 licensed bed capacity. Menifee Valley Medical Center
and Moreno Valley Community Hospital were opened in 1989 and 1990
respectively.

                           *     *     *

Valley Health, according to Measure G proposal at its Web site,
has been facing several financial problems which includes the
investment in Moreno Valley Hospital that, since its inception 17
years ago, has never had a positive bottom line.  Measure G also
mentions the constant turmoil and recall in the District's board,
the failure of the bond issue in 2006 (Measure I) that aimed to
replace several buildings that won't meet State seismic codes in
2013, and the escalating employee salaries, wages and benefits
costs that rose rapidly over the past two years, leading to
operating deficits.

The District discloses it has been running out of cash reserves
and is losing about $1 million to $2 million per month.


VIRGIN MOBILE: S&P Assigns 'B-' Corporate Credit Rating
-------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B-' corporate
credit rating to Warren, New Jersey-based Virgin Mobile USA Inc.  
The outlook is stable.
     
At the same time, S&P assigned a bank loan rating of 'CCC', two
notches below the corporate credit rating on Virgin Mobile, and a
'6' recovery rating to Virgin Mobile USA LP's existing
$282.7 million senior secured credit facility.  The '6' recovery
rating indicates expectations for negligible (0%-10%) recovery in
the event of payment default.
      
"The ratings on Virgin Mobile are constrained by a high degree of
risk in a prepaid wireless phone business with little room for
execution missteps," said Standard & Poor's credit analyst Naveen
Sarma.  The company's target market has generally lower average
revenue per user and higher churn than postpaid customers.  In
addition, the ratings reflect a leveraged financial profile and
potential liquidity pressures if operating performance falters.  
Tempering factors include strong brand recognition, nationwide
coverage through Sprint Nextel Corp.'s wireless network, and
favorable operating and capital spending characteristics from the
Sprint Nextel relationship.
     
Virgin Mobile, which operates as a mobile virtual network operator
by leasing capacity on the Sprint Nextel wireless network,
provides prepaid wireless services to about 4.9 million customers
in the U.S. as Sept 30, 2007.  The company, which completed its
IPO on Oct. 11, 2007, targets the youth and prepaid, or pay-as-
you-go, markets.  For the 12 months ended Sept. 30, 2007, revenues
were $1.3 billion, while consolidated debt, pro forma for the IPO,
was about $338 million, adjusted for operating leases.
     
Virgin Mobile's unique strategy of targeting the prepaid and youth
markets entails significant risk, leaving little room for
execution missteps.  Competition in the U.S. wireless sector is
quite intense and will likely increase as the industry matures and
growth slows.  The prepaid segment is less mature than the larger,
traditional postpaid segment and S&P expect it to grow
at a faster rate than the overall industry.  While Virgin Mobile's
focus on this prepaid segment suggests that the company could
exhibit healthier customer growth than the overall industry, the
business already has competitors such as Leap Wireless
International Inc. and MetroPCS Communications Inc.  In addition,
this market could be more aggressively targeted by the national
carriers through their prepaid offerings, including AT&T Inc.'s
GoPhone, Verizon Communications Inc.'s INpulse, Sprint's Boost
Mobile, and T-Mobile USA Inc.'s T-Mobile To-Go.


WASTE TO CHARITY: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Waste to Charity, Inc
        5654 Lawton Drive
        Sarasota, FL 34233
        Tel: (941) 355-9609

Bankruptcy Case No.: 07-10816

Chapter 11 Petition Date: November 8, 2007

Court: Middle District of Florida (Tampa)

Judge: K. Rodney May

Debtor's Counsel: Paul DeCailly, Esq.
                  DeCailly PLC
                  3111 West Martin Luther King Blvd
                  Suite 100
                  Tampa, FL 33607
                  Tel: (813) 286-2909
                  Fax: (866) 906-5977

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

Estimated Debts:  $1 Million to $100 Million

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


WASHINGTON MUTUAL: Moody's Downgrades Ratings on 34 Tranches
------------------------------------------------------------
Moody's Investors Service has downgraded the ratings of 34
tranches and has placed under review for possible downgrade the
ratings of 7 tranches from 8 deals issued by Washington Mutual in
2006 and late 2005.  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 transaction.

Issuer: WaMu Mortgage Pass-Through Certificates, WMALT Series
2005-10 Trust

  -- Cl. B-3, Downgraded to Baa3, previously Baa2.

Issuer: WaMu Mortgage Pass-Through Certificates, WMALT Series
2006-6 Trust

  -- Cl. L-B-1 Currently Aa2 on review for possible downgrade,
  -- Cl. L-B-2, Downgraded to Ba1, previously A2,
  -- Cl. L-B-3, Downgraded to B3, previously Baa2.

Issuer: WaMu Mortgage Pass-Through Certificates, WMALT Series
2006-7

  -- Cl. M-1 Currently Aa2 on review for possible downgrade,
  -- Cl. M-2 Currently Aa3 on review for possible downgrade,
  -- Cl. M-3, Downgraded to A3, previously A1,
  -- Cl. M-4, Downgraded to Baa2, previously A2,
  -- Cl. B-1, Downgraded to Ba1, previously A3,
  -- Cl. B-2, Downgraded to Ba3, previously Baa2,
  -- Cl. B-3, Downgraded to B3, previously Baa3,
  -- Cl. B-4, Downgraded to Ca, previously Ba3.

Issuer: WaMu Mortgage Pass-Through Certificates, WMALT Series
2006-8

  -- Cl. M-2 Currently Aa3 on review for possible downgrade,
  -- Cl. M-3, Downgraded to A2, previously A1,
  -- Cl. M-4, Downgraded to Baa1, previously A2,
  -- Cl. B-1, Downgraded to Baa2, previously Baa1,
  -- Cl. B-2, Downgraded to Ba1, previously Baa2,
  -- Cl. B-3, Downgraded to Ba3, previously Baa3.

Issuer: WaMu Mortgage Pass-Through Certificates, WMALT Series
2006-9 Trust

  -- Cl. M-4, Downgraded to Baa1, previously A3,
  -- Cl. B-1, Downgraded to Baa2, previously Baa1,
  -- Cl. B-2, Downgraded to Ba1, previously Baa2,
  -- Cl. B-3, Downgraded to Ba3, previously Baa3,
  -- Cl. B-4, Downgraded to B3, previously Ba3.

Issuer: WaMu Mortgage Pass-Through Certificates, WMALT Series
2006-4 Trust

  -- Cl. 3-M-2, Downgraded to A3, previously A2,
  -- Cl. 3-M-3, Downgraded to Ba1, previously Baa2,
  -- Cl. 3-M-4, Downgraded to Ba2, previously Baa3,
  -- Cl. 3-B-1, Downgraded to B3, previously Ba2,
  -- Cl. 3-B-2, Downgraded to Caa1, previously Ba3.

Issuer: WaMu Mortgage Pass-Through Certificates, WMALT Series
2006-5 Trust

  -- Cl. 3-M-1 Currently Aa1 on review for possible downgrade,
  -- Cl. 3-M-2 Currently Aa2 on review for possible downgrade,
  -- Cl. 3-M-3 Currently Aa3 on review for possible downgrade,
  -- Cl. 3-M-4, Downgraded to A2, previously A1,
  -- Cl. 3-M-5, Downgraded to Baa1, previously A2,
  -- Cl. 3-M-6, Downgraded to Baa2, previously A2,
  -- Cl. 3-B-1, Downgraded to Baa3, previously A3,
  -- Cl. 3-B-2, Downgraded to Ba2, previously Baa1,
  -- Cl. 3-B-3, Downgraded to B1, previously Baa2,
  -- Cl. 3-B-4, Downgraded to B3, previously Ba1,
  -- Cl. 3-B-5, Downgraded to Caa2, previously Ba2.

Issuer: WaMu Mortgage Pass-Through Certificates, WMALT Series
2006-AR10 Trust

  -- Cl. B-1, Downgraded to Baa3, previously Baa1,
  -- Cl. B-2, Downgraded to Ba2, previously Baa3.


WATERFORD EQUITIES: Connecticut Wants Chapter 11 Trustee Appointed
------------------------------------------------------------------
The State of Connecticut, as creditor and party-in-interest,
through Attorney General Richard Blumenthal, Esq.,  asks the U.S.
Bankruptcy Court for the District of Connecticut for the
appointment of a Chapter 11 Trustee in Waterford Equities, LLC and
its debtor-affiliates' bankruptcy proceedings.

According to Mr. Blumenthal, the "Haven Healthcare" entities of
the Debtors grossly mismananged millions of dollars of government
funds intended for patients, including the diversion of federal
and state money intended for patient services to improper
investment in a record company and personal real estate.  Mr.
Blumenthal further says that this mismanagement has jeopardized
the health, safety and welfare of patients at all Haven Health
Care nursing homes in Connectiut.

By appointing a Trustee, the financial stability and adequate care
for nursing homes across Connecticut is ensured, Mr. Blumenthal
contends.

Further, Mr. Blumenthal adds, the "Haven" entities have run
roughshod not only the goverment interest but also that of their
largest creditors over aperiod of several years.  If appointed,
the Trustee could take charge of the operations of the "Haven"
entities and take immediate action to ensure responsible business
management mindful of the significant interest in protecting the
health and safety of nearly 2000 residents of the Haven facilities
and of all unsecured creditors.

Based in Middletown, Connecticut, Waterford Equities, L.L.C.,
provides nursing care to the elderly in New England, Connecticut.  
The company operates health centers and assisted living facilities
and specialize in short-term rehabilitative care and long-term
care.  The company and 44 of its affiliates filed for Chapter 11
protection on Nov. 20, 2007 (Bankr. D. Conn. Lead Case No.
07-32719). Robert S. Hoff, Esq., and Sharyn B. Zuch, Esq., at
Wiggin & Dana, represent the Debtors.  When the Debtors filed for
protection from their creditors, the disclosed estimated assets
and debts between $1 million and $100 million.  The Debtors'
consolidated list of their 50 largest unsecured creditors showed
total claims of more than $20 million.


WENTWORTH ENERGY: Posts $2 Million Net Loss in Third Quarter
------------------------------------------------------------
Wentworth Energy Inc. reported a net loss of $2.0 million on total
revenue of $534,041 for the third quarter ended Sept. 30, 2007,
compared with a net loss of $85.2 million on total revenue of
$1.1 million in the same period last year.

The net loss during the third quarter of 2006 included a loss of
$79.9 million resulting from changes in fair value on derivative
contracts.  The large fluctuations in the derivative contract
liabilities and the related impact on the interim consolidated
statements of operations arise from the application of the
prescribed accounting treatment for derivatives under EITF 00-19
and are not directly related to operational matters.  

Revenues from the oil and gas production segment increased in the
third quarter to approximately $355,000 compared to $64,000 in the
corresponding prior year quarter.  The increase was due to natural
gas production from wells in Freestone County.  

Revenues from the drilling operations segment in the third quarter
were $179,000 compared to $1.0 million in the corresponding prior
year's quarter, due to the curtailment of drilling operations late
in the first quarter of 2007, when a significant customer of
Barnico suspended its drilling operations in East Texas.  In
addition, the company lacked adequate funding to drill on its own
properties during the third quarter.  

At Sept. 30, 2007, the company's consolidated balance sheet showed
$46.1 million in total assets, $29.2 million in total liabilities,
and $16.9 million in total shareholders' equity.

The company's consolidated balance sheet at Sept. 30, 2007, also
showed strained liquidity with $880,486 in total current assets
available to pay $28.9 million in total current liabilities.

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?259f

                            Liquidity

The company successfully restructured its convertible notes and
convertible debentures, which provided additional capital of
$5,000,000 and pre-payment of interest on the convertible notes
until March 31, 2008, by the issuance of additional Series A
warrants.   With the reduction in operating and overhead expenses,
the company believes there will be adequate funds to continue
current operations at least until end of first quarter of 2008.

During the first nine months of 2007, the company used
$4.6 million of cash from operations compared to $2.7 million of
cash used during the first nine months of 2006.  Cash used during
the first nine months of 2007 was higher than anticipated on-going
cash requirements due primarily to legal and other professional
services related to potential debt refinancing and restructuring
of the company's convertible notes and convertible debentures, and
for the preparation and review of SEC filings, including
assistance with amendments and restatements of prior filings.

                       Going Concern Doubt

As reported in the Troubled Company Reporter on May 10, 2007,
Hein & Associates LLP, in Dallas, Texas, expressed substantial
doubt about Wentworth Energy Inc.'s ability to continue as a going
concern after auditing the company's financial statements as of
Dec. 31, 2006.  Hein reported that the company is uncertain
whether it will be able to achieve profitable operations,
successfully restructure its debt or raise additional capital.

                      About Wentworth Energy

Headquartered in Palestine, Texas, Wentworth Energy Inc. (OTC BB:
WNWG) -- http://www.wentworthenergy.com/-- is an independent  
exploration and production company focused on developing North
American oil and natural gas reserves.  The company owns a 27,557-
acre mineral block in east central Freestone County and west
central Anderson County in the active East Texas Basin, as well as
an active oil and gas contract drilling company, Barnico Drilling
Inc., which has serviced East Texas drilling demand since the late
1970s.  


WESTLAKE DEVELOPMENT.: Voluntary Chapter 11 Case Summary
--------------------------------------------------------
Debtor: Westlake Development, Inc.
        47515 Ryan Road
        Shelby Twp., MI 48317

Bankruptcy Case No.: 07-62797

Chapter 11 Petition Date: November 8, 2007

Court: Eastern District of Michigan (Detroit)

Judge: Phillip J. Shefferly

Debtor's Counsel: Robert N. Bassel, Esq.
                  201 West Big Beaver
                  6th Floor
                  Troy, MI 48099
                  Tel: (248) 528-1111  

Estimated Assets: $100,000 to $1 Million

Estimated Debts:  $1 Million to $100 Million

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


WHITING PETROLEUM: Registers Initial Public Offer of Units
----------------------------------------------------------
Whiting Petroleum Corporation and Whiting USA Trust I have filed a
registration statement with the Securities and Exchange Commission
relating to a proposed initial public offering of units of
beneficial interest in Whiting USA Trust I.

Whiting Petroleum Corporation has formed Whiting USA Trust I and
plans to contribute a term net profits interest in certain of its
oil and natural gas properties in exchange for trust units.  
Whiting Petroleum intends to use the net proceeds from this
offering to repay a portion of the debt outstanding under its
credit agreement.
    
Raymond James & Associates, Inc. will act as book-running manager
for the offering.  The offering will be made only by means of a
prospectus, a copy of which may be obtained, when available, from:

     Raymond James & Associates Inc.
     No. 880 Carillon Parkway
     St. Petersburg, FL 33716

              About Whiting Petroleum Corporation
    
Based in Denver, Colorado, Whiting Petroleum Corporation, (NYSE:
WLL) -- http://www.whiting.com/-- is an independent oil    
and gas company that acquires, exploits, develops and explores for
crude oil, natural gas and natural gas liquids primarily in the
Permian Basin, Rocky Mountains, Mid-Continent, Gulf Coast and
Michigan regions of the United States.

                           *     *     *

Whiting Petroleum Corp. continues to carry Moody's Investor
Services' 'Ba3' rating on its long term corporate family and
probability of default ratings.  


WHITNEY SMITH: Case Summary & Largest Unsecured Creditor
--------------------------------------------------------
Debtor: Whitney Smith
        1049 West Conway Drive Northwest
        Atlanta, GA 30327-3639

Bankruptcy Case No.: 07-78497

Chapter 11 Petition Date: November 5, 2007

Court: Northern District of Georgia (Atlanta)

Judge: James Massey

Debtor's Counsel: Evan M. Altman, Esq.
                  Bldg. 2 - Northridge 400
                  8325 Dunwoody Place
                  Atlanta, GA 30350
                  Tel: (770) 394-6466

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's list of her Largest Unsecured Creditor:

   Entity                       Nature of Claim     Claim Amount
   ------                       ---------------     ------------
Shapiro & Swertfeger LLP        Bank loan             $2,587,092
Duke Building, Suite 100
2872 Woodcock Boulevard                              Collateral:
Atlanta, GA 30341                                     $3,000,000

                                                   Unsecured: $0


WHOLE FOODS: Board Increases January 22 Dividend by 11%
-------------------------------------------------------
Whole Foods Market Inc.'s board of directors declared an 11%
increase in the company's dividend to $0.20 per share, payable on
Jan. 22, 2008, to shareholders of record as of Jan. 11, 2008.

This is the company's fifth dividend increase since the first cash
dividend of $0.075 per share (split-adjusted) was declared in
November 2003.

Founded in 1980 in Austin, Texas, Whole Foods Market, Inc.
(NASDAQ: WFMI) -- http://www.wholefoodsmarket.com/-- was a
natural and organic foods supermarket.  In fiscal year 2006,
the company had sales of $5.6 billion and had more than 190
stores in the United States, Canada, and the United Kingdom.

                          *     *     *

In September 2007, Moody's Investors Service downgraded Whole
Foods Market Inc.'s corporate family rating to Ba1 from Baa3
reflecting the deterioration in the company's debt protection
measures following the debt-financed acquisition of Wild Oats
Markets Inc.  The rating outlook is stable.  

In August 2007, Standard & Poor's Ratings Services lowered its
corporate credit rating on Whole Foods Market Inc. to 'BB+' from
'BBB-'.  At the same time, S&P removed the ratings from
CreditWatch, where they were placed with negative implications on
Feb. 22, 2007.  The action followed the company's acquisition of
Wild Oats Markets Inc.  The outlook is negative.


WHOLE FOODS: Earns $34 Million in Quarter ended September 30
------------------------------------------------------------
Whole Foods Market Inc. reported sales and earnings for the
13-week fourth quarter and 53-week fiscal year ended Sept. 30,
2007.

During the quarter, net income was approximately $34 million.
The company produced approximately $97 million in cash flow from
operations and received approximately $7 million in proceeds from
the exercise of stock options.

Capital expenditures in the quarter were approximately
$147 million of which $116 million was for new stores.  In
addition, the company paid approximately $25 million in cash
dividends to shareholders in the quarter.

Pre-opening and relocation costs were approximately
$70 million compared to $37 million in the prior year.
Approximately $34 million relating to share-based compensation,
pre-opening rent and accelerated depreciation was expensed for
accounting purposes but was non-cash, compared to $26 million, or
$0.11 per diluted share, in the prior year.

For the fiscal year, net income was approximately $183 million.
The company produced approximately $399 million in cash flow from
operations and received approximately $54 million in proceeds from
the exercise of stock options.  Capital expenditures for the year
totaled approximately $530 million of which $389 million was for
new stores.

The company also paid out approximately $596 million for Wild Oats
Markets Inc., including $34 million in direct transaction costs.  
In addition, the company paid approximately $97 million in cash
dividends to shareholders and repurchased approximately 2.5
million shares, or approximately $100 million, of common stock on
the open market.

At the end of the year, the company had $2 million in restricted
cash and total debt of approximately $761 million. This included a
$700 million term loan used to finance the Wild Oats acquisition,
approximately $22 million in Wild Oats and
$3 million in Whole Foods Market convertible debentures,
approximately $19 million in capital lease obligations, and
$17 million in borrowings on the company's credit line.

Subsequent to the close of the year, the company received
approximately $165 million in proceeds from the sale of the
Henry's and Sun Harvest stores and paid off the $22 million in
remaining Wild Oats convertible debentures and the $17 million
credit line balance.

Currently, the company has approximately $162 million available on
its $250 million credit line, net of outstanding letters of
credit.

At Sept. 30, 2007, the company's balance sheet showed total assets
of $3.2 billion, total liabilities of $1.8 billion and total
shareholders' equity of $1.4 billion.

                    About Whole Foods Market

Founded in 1980 in Austin, Texas, Whole Foods Market, Inc.
(NASDAQ: WFMI) -- http://www.wholefoodsmarket.com/-- was a
natural and organic foods supermarket.  In fiscal year 2006,
the company had sales of $5.6 billion and had more than 190
stores in the United States, Canada, and the United Kingdom.

                          *     *     *

In September 2007, Moody's Investors Service downgraded Whole
Foods Market Inc.'s corporate family rating to Ba1 from Baa3
reflecting the deterioration in the company's debt protection
measures following the debt-financed acquisition of Wild Oats
Markets Inc.  The rating outlook is stable.  

In August 2007, Standard & Poor's Ratings Services lowered its
corporate credit rating on Whole Foods Market Inc. to 'BB+' from
'BBB-'.  At the same time, S&P removed the ratings from
CreditWatch, where they were placed with negative implications on
Feb. 22, 2007.  The action followed the company's acquisition of
Wild Oats Markets Inc.  The outlook is negative.


* Continued Credit Deterioration Leads Fitch to Review CDO's
------------------------------------------------------------
Continued credit deterioration with respect to underlying
collateral has led Fitch to initiate a formal review of
collateralized debt obligations backed all or in part by trust
preferred securities issued by real estate investment trusts,
homebuilders and financial institutions specializing in
residential mortgage lending.  As a result, Fitch has placed $5.4
billion of rated liabilities, across 120 classes of 15 TruPS CDOs,
on Rating Watch Negative.  With respect to five of the 15
transactions affected, Fitch has placed the entire capital
structure on Rating Watch Negative.  Fitch's rating actions follow
those undertaken in September and August of this year, which
reflected credit deterioration experienced up to that point in
time with respect to underlying collateral.  A complete list of
transactions and classes placed on Rating Watch Negative is listed
at the end of this rating action commentary.

Fitch's rating actions reflect continued deterioration in the
credit quality of underlying issuers of trust preferred securities
and subordinated debt.  In particular, the credit profiles of many
homebuilders, mortgage REITs and specialty finance companies
continue to decline.  Fitch currently maintains a Negative Rating
Outlook on the homebuilder, residential and commercial mortgage
REIT sectors.  The challenges facings these sectors are expected
to be even more pronounced with respect to the smaller-sized,
shadow-rated entities which typically characterize REIT TruPS CDO
portfolios.

Based on public and shadow ratings performed by Fitch, it is
estimated that an average of 22.9% of the portfolios underlying
the 15 CDOs are currently rated 'CCC+' or below, ranging between
6.6% and 45.8%.  Since Fitch's last review of REIT TruPS CDOs in
September, six underlying issuers representing a total exposure of
$524.5 million have been identified by Fitch as exhibiting
heightened credit risk, having either experienced a default or
deferral on issued securities, a technical default, or ratings
migrating to 'CC' or below, indicating that a default of some kind
appears probable.  Among these six identified credit risk
securities is an underlying homebuilder which filed for bankruptcy
protection on Nov. 9, 2007.

REIT TruPS CDOs exhibit varying levels of credit enhancement and
other structural protections to rated noteholders.  In addition,
the magnitude of exposure to troubled issuers varies transaction-
to-transaction.  While this makes comparisons across transactions
difficult, Fitch expects that potential downgrades with respect to
classes currently rated 'AAA' and 'AA' will be approximately one
to two rating categories, remaining in the investment grade range
and reflecting an increased probability of default as opposed to
an expectation of a principal loss to such noteholders.  Fitch
expects potential rating actions with respect to more junior
classes to be more pronounced, reflecting an increased expectation
of potential principal loss to noteholders as a result of
collateral defaults and deterioration.  The credit risk to junior
classes is likely to be exacerbated by the fact that collateral
defaults and deterioration, in addition to reducing the principal
balance available to support such notes, often enact cash trapping
mechanisms which divert interest payments to senior classes from
junior classes.

Fitch has placed these REIT TruPS CDOs on Rating Watch Negative:

Attentus CDO I, Ltd./LLC (Attentus I)
  -- $277,979,197 class A-1 'AAA';
  -- $20,000,000 class A-2 'AAA';
  -- $65,000,000 class B 'AA';
  -- $10,000,000 class C-1 'AA-';
  -- $35,000,000 class C-2A 'A-';
  -- $30,000,000 class C-2B 'A-';
  -- $20,000,000 class D 'BBB-';
  -- $16,000,000 class E 'BB-'.

Attentus CDO II, Ltd./LLC (Attentus II)
  -- $233,413,552 class A-1 'AAA';
  -- $60,000,000 class A-2 'AAA';
  -- $55,000,000 class A-3A 'AAA';
  -- $5,000,000 class A-3B 'AAA';
  -- $20,000,000 class B 'AA';
  -- $32,000,000 class C 'A';
  -- $29,000,000 class D 'BBB+';
  -- $16,000,000 class E-1 'BBB-';
  -- $2,000,000 class E-2 'BBB-';
  -- $13,344,182 class F-1 'B+';
  -- $5,128,687 class F-2 'B+';
  -- $40,000,000 subordinated notes 'CCC'.

Attentus CDO III, Ltd./LLC (Attentus III)
  -- $100,000,000 class A-2 'AAA';
  -- $34,000,000 class B 'AA';
  -- $16,000,000 class C-1 'A';
  -- $15,000,000 class C-2 'A';
  -- $10,000,000 class D 'A-';
  -- $15,000,000 class E-1 'BBB';
  -- $7,000,000 class E-2 'BBB';
  -- $24,000,000 class F 'BB-'.

Kodiak CDO I, Ltd./Inc. (Kodiak I)
  -- $83,000,000 class B 'AA';
  -- $30,000,000 class C 'AA';
  -- $13,000,000 class D-1 'AA-';
  -- $5,000,000 class D-2 'AA-';
  -- $29,000,000 class D-3 'AA-';
  -- $5,000,000 class E-1 'A';
  -- $29,000,000 class E-2 'A';
  -- $7,000,000 class F 'BBB+';
  -- $50,000,000 class G 'BB';
  -- $27,706,772 class H 'B-'.

Kodiak CDO II, Ltd./Inc. (Kodiak II)
  -- $81,000,000 class B-1 'AA+';
  -- $5,000,000 class B-2 'AA+';
  -- $38,000,000 class C-1 'AA-';
  -- $2,000,000 class C-2 'AA-';
  -- $36,000,000 class D 'A';
  -- $35,000,000 class E 'BBB';
  -- $43,000,000 class F 'BB'.

Taberna Preferred Funding I, Ltd. (Taberna I)
  -- $320,495,956 class A-1A 'AAA';
  -- $13,504,043 class A-1B 'AAA';
  -- $87,000,000 class A-2 'AA';
  -- $64,000,000 class B-1 'AA';
  -- $10,000,000 class B-2 'AA';
  -- $37,750,000 class C-1 'A';
  -- $25,750,000 class C-2 'A';
  -- $4,500,000 class C-3 'A';
  -- $13,500,000 class D 'BBB+';
  -- $29,888,477 class E 'BBB'.

Taberna Preferred Funding II, Ltd. (Taberna II)
  -- $379,205,399 class A-1A 'AAA';
  -- $100,963,435 class A-1B 'AAA';
  -- $9,480,135 class A-1C 'AAA';
  -- $86,500,000 class A-2 'AAA';
  -- $120,500,000 class B 'AA';
  -- $73,750,000 class C-1 'BBB+';
  -- $26,000,000 class C-2 'BBB+';
  -- $15,000,000 class C-3 'BBB+';
  -- $31,823,490 class D 'BBB';
  -- $30,490,189 class E-1 'BB';
  -- $10,213,826 class E-2 'BB';
  -- $43,612,981 class F 'B'.

Taberna Preferred Funding III, Ltd. (Taberna III)
  -- $91,250,000 class B-1 'AA';
  -- $7,500,000 class B-2 'AA';
  -- $36,500,000 class C-1 'A-';
  -- $52,000,000 class C-2 'A-';
  -- $43,750,000 class D 'BBB-';
  -- $32,504,510 class E 'B+'.

Taberna Preferred Funding IV, Ltd. (Taberna IV)
  -- $45,000,000 class C-1 'A-';
  -- $20,000,000 class C-2 'A-';
  -- $35,000,000 class C-3 'A-';
  -- $21,000,000 class D-1 'BBB-';
  -- $13,000,000 class D-2 'BBB-';
  -- $24,375,000 class E 'B+'.

Taberna Preferred Funding V, Ltd. (Taberna V)
  -- $60,000,000 class A-1LB 'AAA';
  -- $90,000,000 class A-2L 'AA';
  -- $50,000,000 class A-3L 'BBB';
  -- $35,000,000 class A-3FV 'BBB';
  -- $25,000,000 class A-3FX 'BBB';
  -- $40,500,000 class B-1L 'B+';
  -- $23,581,074 class B-2L 'CCC+';
  -- $5,122,890 class B-2FX 'CCC+.

Taberna Preferred Funding VI, Ltd. (Taberna VI)
  -- $49,490,200 class A-1A 'AAA';
  -- $301,890,218 class A-1B 'AAA';
  -- $90,000,000 class A-2 'AAA';
  -- $18,000,000 class B 'AA+';
  -- $97,000,000 class C 'AA';
  -- $43,000,000 class D-1 'A-';
  -- $10,000,000 class D-2 'A-';
  -- $17,350,653 class E-1 'BBB-';
  -- $17,354,535 class E-2 'BBB-';
  -- $15,373,858 class F-1 'B+';
  -- $10,251,050 class F-2 'B+'.

Taberna Preferred Funding VII, Ltd. (Taberna VII)
  -- $50,000,000 class A-2LB 'AA';
  -- $57,000,000 class A-3L 'A';
  -- $40,000,000 class B-1L 'BBB';
  -- $30,000,000 class B-2L 'BB-'.

Taberna Preferred Funding VIII, Ltd. (Taberna VIII)
  -- $37,000,000 class E 'BBB';
  -- $43,000,000 class F 'BB'.

Trapeza CDO X, Ltd./Inc. (Trapeza X)
  -- $69,000,000 class A-2 'AAA';
  -- $31,000,000 class B 'AA';
  -- $21,000,000 class C-1 'A-';
  -- $35,000,000 class C-2 'A-';
  -- $22,000,000 class D-1 'BBB-';
  -- $22,000,000 class D-2 'BBB-';
  -- $39,500,000 subordinate notes 'B+'.

Trapeza CDO XI, Ltd./Inc. (Trapeza XI)
  -- $53,000,000 class A-2 'AAA';
  -- $20,000,000 class A-3 'AAA';
  -- $25,000,000 class B 'AA';
  -- $33,000,000 class C 'A';
  -- $22,500,000 class D-1 'A-';
  -- $18,500,000 class D-2 'A-';
  -- $13,000,000 class E-1 'BBB';
  -- $5,000,000 class E-2 'BBB';
  -- $10,000,000 class F 'BB'.


* Fitch Downgrades Ratings on $29.8 Bil. of Structured Finance CDO
------------------------------------------------------------------
Derivative Fitch has downgraded $29.8 billion (U.S. dollar and
U.S. dollar equivalent) and affirmed $3.8 billion (U.S. dollar and
U.S. dollar equivalent) of structured finance collateralized debt
obligations across 74 transactions.  These rating actions, in
combination with those announced by Fitch on Nov. 12, 2007,
reflect the review of all cash and synthetic SF CDOs with exposure
to U.S. residential mortgage-backed securities placed on Rating
Watch Negative by Fitch on Oct. 29, 2007.  Fitch's global review
of SF CDOs resulted in aggregate downgrades of $67 billion and
aggregate affirmations of $10.7 billion, across 158 transactions.

Fitch's rating actions are based on the continued credit
deterioration of the underlying collateral, as well as changes to
the default forecasting assumptions underlying Fitch's Default
VECTOR Model.  The updated assumptions reflect increased
probabilities of default, reduced recovery assumptions and
increased correlation with respect to recent vintage subprime RMBS
and SF CDOs.  


* Fitch Says US CMBS Deliquencies Fall to 0.28% in October 2007
---------------------------------------------------------------
U.S. CMBS delinquencies fell by one basis point to 0.28% in
October 2007, according to the latest loan delinquency index from
Fitch Ratings.

The most notable decline was among hotel properties. 'As a
percentage of the delinquent loan population, hotels fell to 5.4%
of the total in October from 13.6% in September,' said Director
Michelle Bayard.  The decline in hotel delinquency was driven
primarily by the resolution of a large hotel in New Orleans, as
the hotel's $83.3 million loan was assumed and brought current,
though it has yet to be transferred back to the master servicer.

Fitch analyzed delinquency by vintage for all sectors, and found
that 1998 and 1999 securitizations accounted for 33.2% of all
delinquencies as of October, though the vintages accounted for
only 10.8% of Fitch-rated transactions.  Furthermore, as a percent
of the 1998 and 1999 vintage universe, the October 2007
delinquencies account for 0.86%, significantly higher than the
overall index.  'The delinquencies in 1998 and 1999 vintages are
consistent with historic loan delinquency patterns,' said Bayard.  
'Delinquencies typically peak in the eighth year after issuance.  
However, Fitch is concerned that most of these 1998 and 1999 loans
are scheduled to mature within the next two years.'

For the fourth month in a row, the multifamily sector experienced
a rise in delinquencies.  In October, the net increase of $42.2
million (8.5%) for this property type was due to 29 newly
delinquent loans that collectively comprised
$96.3 million.  The newly delinquent multifamily loans were
concentrated by geography and vintage; the three states with the
highest concentration were Texas (51.5%), Michigan (15.4%), and
Oklahoma (14.2%); the vintages with the highest concentration were
2006 (24.2%), 2005 (17%), and 2002 (13.5%).

Another sector that experienced an increase in delinquencies was
health care, which ended October with $19.5 million in delinquent
loans, up from $5.7 million in September.  Three non-performing
matured loans were added in October.

The seasoned delinquency index, which omits transactions with less
than one year of seasoning, dropped by three basis points to 0.35%
in October.  The seasoned index is also affected by the addition
of deals as they age.  In October, six transactions totaling $13
billion became newly seasoned.  None of the newly-seasoned
transactions have delinquent loans.


* Moody's Takes Rating Actions on Various Classes
--------------------------------------------------
Moody's Investors Service has issued press releases on these
rating actions

                           Downgrades

CITIC Ka Wah Bank Limited
  -- $2.42B affected
  -- Senior Unsecured ... to Baa2 from Baa1
  -- LT Bank Deposits ... to Baa2 from Baa1
  -- Bank Financial Strength ... to D+ from C-
  -- Subordinate ... to Baa3 from Baa2

CKWH-UT2 Limited
  -- $250.00M affected
  -- BACKED Junior Subordinate ... to Baa3 from Baa2

GMAC-RFC (Servicer)
  -- Servicer Quality Rating -- Master Servicer/Mortgages ...
     to SQ1- from SQ1

Homecomings Financial, LLC (Servicer)
  -- Servicer Quality Rating -- Primary Servicer/Mortgages -
     High LTV ... to SQ2- from SQ2+
  -- Servicer Quality Rating -- Primary Servicer/Mortgages -
     Prime ... to SQ2 from SQ2+
  -- Servicer Quality Rating -- Primary Servicer/Mortgages -
     Second Liens ... to SQ2- from SQ2+
  -- Servicer Quality Rating -- Primary Servicer/Mortgages -
     Subprime ... to SQ2- from SQ2
  -- Servicer Quality Rating -- Special Servicer/Mortgages ...
     to SQ2- from SQ2

WaMu Mortgage Pass-Through Certificates, WMALT Series 2005-10
Trust
  -- $40.28M affected
  -- STRUCT. Subordinate ... to Baa3 from Baa2

WaMu Mortgage Pass-Through Certificates, WMALT Series 2006-4
  -- S$40.77M affected
  -- STRUCT. Senior Subordinate ... to A3 from A2
  -- STRUCT. Senior Subordinate ... to Ba1 from Baa2
  -- STRUCT. Senior Subordinate ... to Ba2 from Baa3
  -- STRUCT. Subordinate ... to Caa1 from Ba3

WaMu Mortgage Pass-Through Certificates, WMALT Series 2006-5
  -- $88.30M affected
  -- STRUCT. Senior Subordinate ... to A2 from A1
  -- STRUCT. Senior Subordinate ... to Baa1 from A2
  -- STRUCT. Senior Subordinate ... to Baa2 from A2
  -- STRUCT. Subordinate ... to Baa3 from A3
  -- STRUCT. Subordinate ... to Ba2 from Baa1
  -- STRUCT. Subordinate ... to B1 from Baa2
  -- STRUCT. Subordinate ... to B3 from Ba1
  -- STRUCT. Subordinate ... to Caa2 from Ba2

WaMu Mortgage Pass-Through Certificates, WMALT Series 2006-6
  -- $29.13M affected
  -- STRUCT. Subordinate ... to Ba1 from A2
  -- STRUCT. Subordinate ... to B3 from Baa2

WaMu Mortgage Pass-Through Certificates, WMALT Series 2006-7
  -- $39.62M affected
  -- STRUCT. Senior Subordinate ... to A3 from A1
  -- STRUCT. Senior Subordinate ... to Baa2 from A2
  -- STRUCT. Subordinate ... to Ba1 from A3
  -- STRUCT. Subordinate ... to Ba3 from Baa2
  -- STRUCT. Subordinate ... to B3 from Baa3
  -- STRUCT. Subordinate ... to Ca from Ba3

WaMu Mortgage Pass-Through Certificates, WMALT Series 2006-8
  -- $25.15M affected
  -- STRUCT. Senior Subordinate ... to A2 from A1
  -- STRUCT. Senior Subordinate ... to Baa1 from A2
  -- STRUCT. Subordinate ... to Baa2 from Baa1
  -- STRUCT. Subordinate ... to Ba1 from Baa2
  -- STRUCT. Subordinate ... to Ba3 from Baa3

WaMu Mortgage Pass-Through Certificates, WMALT Series 2006-9
  -- $17.50M affected
  -- STRUCT. Senior Subordinate ... to Baa1 from A3
  -- STRUCT. Subordinate ... to Baa2 from Baa1
  -- STRUCT. Subordinate ... to Ba1 from Baa2
  -- STRUCT. Subordinate ... to Ba3 from Baa3
  -- STRUCT. Subordinate ... to B3 from Ba3

WaMu Mortgage Pass-Through Certificates, WMALT Series 2006-AR10
  -- $7.77M affected
  -- STRUCT. Subordinate ... to Baa3 from Baa1
  -- STRUCT. Subordinate ... to Ba2 from Baa3

                           Upgrades

BANK OF TOKYO-MITSUBISHI UFJ SYN CDO START-HU
  -- $47.52M affected
  -- STRUCT. Senior Subordinate ... to Baa1 from Baa3

BANK OF TOKYO-MITSUBISHI UFJ SYNTHETIC CDO, START-KAZE CDS
  -- $49.49M affected
  -- STRUCT. Senior Subordinate ... to Baa1 from Baa3

BANK OF TOKYO-MITSUBISHI UFJ SYNTHETIC CDO, START-SORA CDS
  -- $62.48M affected
  -- STRUCT. Senior Subordinate ... to Baa1 from Baa3

                  Review for Possible Downgrade

GMAC-RFC
  -- Servicer Quality Rating -- Master Servicer/Mortgages ...
     SQ1-

Homecomings Financial, LLC (Servicer)
  -- Servicer Quality Rating -- Primary Servicer/Mortgages -
     High LTV ... SQ2-
  -- Servicer Quality Rating -- Primary Servicer/Mortgages -
     Prime ... SQ2
  -- Servicer Quality Rating -- Primary Servicer/Mortgages -
     Second Liens ... SQ2-
  -- Servicer Quality Rating -- Primary Servicer/Mortgages -
     Subprime ... SQ2-
  -- Servicer Quality Rating -- Special Servicer/Mortgages ...
     SQ2-

IKON Office Solutions, Inc.
  -- $1.16B may be affected
  -- LT Corporate Family Ratings ... Ba2
  -- Senior Unsecured ... Ba3
  -- IOS Capital, LLC
  -- $27.60M may be affected
  -- BACKED Senior Unsecured ... Ba3

WaMu Mortgage Pass-Thru WMALT Ctfs 2006-5
  -- $19.35M may be affected
  -- STRUCT. Senior Subordinate ... Aa1
  -- STRUCT. Senior Subordinate ... Aa2
  -- STRUCT. Senior Subordinate ... Aa3

WaMu Mortgage Pass-Thru WMALT Ctfs 2006-6
  -- $9.46M may be affected
  -- STRUCT. Subordinate ... Aa2

WaMu Mortgage Pass-Thru WMALT Ctfs 2006-7
  -- $19.13M may be affected
  -- STRUCT. Senior Subordinate ... Aa2
  -- STRUCT. Senior Subordinate ... Aa3

WaMu Mortgage Pass-Thru WMALT Ctfs 2006-8
  -- $2.62M may be affected
  -- STRUCT. Senior Subordinate ... Aa3

                         Assignments

Accelerator Fund 3 (Proprietary) Limited
  -- Rand 163.50M D PASS-THRU CTFS due 2014 ... (P)Ba3
  -- Rand 186.00M B PASS-THRU CTFS due 2014 ... (P)Aa2
  -- Rand 31.50M E PASS-THRU CTFS due 2014 ... (P)Caa1
  -- Rand 279.00M C PASS-THRU CTFS due 2014 ... (P)Baa1
  -- Rand 358.80M A4 PASS-THRU CTFS due 2014 ... (P)Aaa
  -- Rand 585.60M A5 PASS-THRU CTFS due 2014 ... (P)Aaa
  -- Rand 585.60M A6 PASS-THRU CTFS due 2014 ... (P)Aaa
  -- Rand 225.00M A1S PASS-THRU CTFS due 2008 ... (P)P-1
  -- Rand 235.00M A2S PASS-THRU CTFS due 2008 ... (P)P-1
  -- Rand 350.00M A3S PASS-THRU CTFS due 2008 ... (P)P-1

Canadian Revolving Auto Floorplan Trust, Series 2007-D
  -- CDN$200,000,000 Series 2007-D1 Floating Rate Notes due
     2010 ... Aaa
  -- CDN$450,000,000 Series 2007-D2 Receivables-Backed Notes
     due 2010 ... Aaa
  -- CDN$250,000,000 Series 2007-D3 Receivables-Backed Notes
     due 2010 ... Aaa

Fukuoka Prefecture
  -- JpnY 15000.00M 1.20% Ser. 19-7 JAPAN BONDS due 2012 ...
     Aa1
  -- GAT FTGENCAT 2007, FTA
  -- EUR 18.80M E PASS-THRU CTFS due 2049 ... (P)C
  -- EUR 33.80M C PASS-THRU CTFS due 2049 ... (P)A3
  -- EUR 11.60M B PASS-THRU CTFS due 2049 ... (P)Aa3
  -- EUR 22.10M D PASS-THRU CTFS due 2049 ... (P)Baa3
  -- EUR 276.70M A1 PASS-THRU CTFS due 2049 ... (P)Aaa
  -- EUR 280.80M A2(G) PASS-THRU CTFS due 2049 ... (P)Aaa

Mitsubishi Corporation
  -- JpnY 30000.00M Ser. 7 TERM LOAN due 2012 ... (P)A2

Newgate Funding PLC: Series 2007-3
  -- GBP 31.45M C COLL NOTES due 2050 ... (P)A3
  -- GBP 11.50M E COLL NOTES due 2050 ... (P)Ba3
  -- GBP 61.20M B COLL NOTES due 2050 ... (P)Aa2
  -- GBP 12.75M D COLL NOTES due 2050 ... (P)Baa3
  -- GBP 0.00M MERC COLL NOTES due 2050 ... (P)Aaa
  -- GBP 148.10M A3 COLL NOTES due 2050 ... (P)Aaa
  -- GBP 285.00M A2 COLL NOTES due 2050 ... (P)Aaa
  -- GBP 300.00M A1 COLL NOTES due 2050 ... (P)Aaa
  -- GBP 300.00M A1 COLL NOTES due 2050 ... (P)P-1

Tisbury Credit I B.V
  -- EUR 232,500,000 Senior Secured COLL NOTES due 2013 ... Aa2

                          Withdrawals

Arlington Funding Company, LLC
  -- STRUCT. Commercial Paper ... Formerly P-1

Four Winds Funding Corporation
  -- STRUCT. Commercial Paper ... Formerly P-1

Four Winds Funding LLC
  -- STRUCT. Commercial Paper ... Formerly P-1

Mortgage Interest Networking Trust
  -- STRUCT. Commercial Paper ... Formerly P-1
  -- STRUCT. Other Short Term ... Formerly P-1

Scotts Miracle-Gro Company (The)
  -- LT Corporate Family Ratings ... Formerly Ba2
  -- Speculative Grade Liquidity Rating ... Formerly SGL-2

                        Outlook Actions

Constar International, Inc.
  -- To Negative ... from Stable

IKON Office Solutions, Inc.
  -- To Rating(s) Under Review ... from Stable

IOS Capital, LLC
  -- To Rating(s) Under Review ... from Stable

POS = Positive
NEG = Negative
DEV = Developing
NOO = No Outlook
RUR = Rating(s) Under Review
(m) = Multiple outlooks with directional differences exist for  
      this issuer.
STA(m) = Stable with directional differences at the asset/issue
      level.
NEG(m) = Negative with directional differences at the
      asset/issue level.
POS(m) = Positive with directional differences at the
      asset/issue level.
DEV(m) = Developing with directional differences at the
      asset/issue level.
RWR = Ratings Withdrawn


* S&P Lowers Ratings on 136 Tranches from 28 U.S. Hybrid CDO
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 136
tranches from 28 U.S. cash flow and hybrid collateralized debt
obligation transactions.  At the same time, S&P affirmed its
ratings on another 53 tranches from these transactions.  The
downgraded tranches have a total issuance amount of $5.025
billion, and all are from CDOs of asset-backed securities
collateralized by structured finance securities, including U.S.
residential mortgage-backed securities.
     
All but 16 of the lowered ratings were on CreditWatch with
negative implications before the downgrades.  Fifty-eight tranche
ratings either remain on CreditWatch negative or were placed on
CreditWatch today, indicating a high likelihood of future
downgrades on these tranches.
     
To date, including the CDO tranches listed below and including
actions on both publicly and confidentially rated tranches, S&P
have lowered its ratings on 367 tranches from 72 U.S. cash flow
and hybrid CDO of ABS transactions as a result of exposure to U.S.
RMBS securities that have seen negative credit migration.  
Additionally, 574 tranche ratings from 157 U.S. cash flow and
hybrid CDO transactions are currently on CreditWatch negative.  
S&P have also lowered 46 ratings on nine U.S. trust preferred REIT
CDO transactions because of stress in the residential mortgage
markets, and another 11 ratings from five of these transactions
are on CreditWatch negative.  In all, the 413
downgraded cash flow and hybrid CDO tranches represent an issuance
amount of $17.103 billion; the 585 cash flow and hybrid CDO
tranches with ratings on CreditWatch negative represent an
issuance amount of $24.020 billion.
     
In addition to these actions on U.S. cash flow and hybrid CDO
transactions, S&P have also lowered 226 ratings on U.S. non-
excess-spread synthetic CDO transactions as a result of negative
credit migration in U.S. RMBS securities referenced by the
transactions, and one rating from one non-excess-spread synthetic
CDO transaction is currently on CreditWatch negative.  In all, the
affected public and confidentially rated synthetic CDO tranches
represent an issuance amount of $5.783 billion.
     
Standard & Poor's will continue to monitor its rated CDO
transactions and take rating actions when appropriate.  
Additionally, Standard & Poor's will continue to review its
current criteria assumptions in light of the recent performance of
RMBS assets and CDOs.


                Rating and Creditwatch Actions
  
                                       Rating
                                       ------
     Transaction           Class      To            From
     -----------           -----      --            ----
ACA ABS 2005-2 Ltd.          A-1J  AA+/Watch Neg AAA/Watch Neg
ACA ABS 2005-2 Ltd.          A-2V  A/Watch Neg   AA/Watch Neg
ACA ABS 2005-2 Ltd.          A-2F  A/Watch Neg   AA/Watch Neg
ACA ABS 2005-2 Ltd.          A-3   BBB-/Watch NegA-/Watch Neg
ACA ABS 2005-2 Ltd.          B     BB-/Watch Neg BBB/Watch Neg
ACA ABS 2005-2 Ltd.          Combo B-/Watch Neg  BBB-/Watch Neg
                             Sec
Adams Square Funding II Ltd. A2    AA-           AAA/Watch Neg
Adams Square Funding II Ltd. A3    BBB           AA/Watch Neg
Adams Square Funding II Ltd. B     BB            A/Watch Neg
Adams Square Funding II Ltd. C     CCC+          BBB/Watch Neg
Adams Square Funding II Ltd. D     CCC           BBB-/Watch Neg
Adams Square Funding II Ltd. E     CCC-          BB+/Watch Neg
Ansley Park ABS CDO Ltd.     D     BBB-/Watch NegBBB/Watch Neg
Cetus ABS CDO 2006-3 Ltd.    A-1B  AA+           AAA/Watch Neg
Cetus ABS CDO 2006-3 Ltd.    A-2   A+            AA+/Watch Neg
Cetus ABS CDO 2006-3 Ltd.    B     A-            AA-/Watch Neg
Cetus ABS CDO 2006-3 Ltd.    C-1   BB+           BBB+/Watch Neg
Cetus ABS CDO 2006-3 Ltd.    C-2   BB-           BBB/Watch Neg
Cetus ABS CDO 2006-3 Ltd.    D-1   CCC+          BB+/Watch Neg
Cetus ABS CDO 2006-3 Ltd.    D-2   CCC           BB/Watch Neg
Cetus ABS CDO 2006-3 Ltd.    E     CCC-          BB-/Watch Neg
Cetus ABS CDO 2006-3 Ltd.    X     BB-           BBB-/Watch Neg
Cherry Creek CDO I Ltd.      A-2   AA/Watch Neg  AA
Cherry Creek CDO I Ltd.      A-3   BBB/Watch Neg A/Watch Neg
Cherry Creek CDO I Ltd.      B     B-/Watch Neg  BB+/Watch Neg
Dutch Hill Funding I Ltd.    B     AA-           AA/Watch Neg
Dutch Hill Funding I Ltd.    C     BBB           A/Watch Neg
Dutch Hill Funding I Ltd.    D-1L  B+            BBB/Watch Neg
Dutch Hill Funding I Ltd.    D-1X  B+            BBB/Watch Neg
Dutch Hill Funding I Ltd.    D-2   B-            BBB-/Watch Neg
Dutch Hill Funding I Ltd.    E     CCC+          BB+/Watch Neg
Gemstone CDO III Ltd.        D     BB+           BBB/Watch Neg
Gemstone CDO III Ltd.        E     B             BB/Watch Neg
Gemstone CDO VII Ltd.        A-1b  AAA/Watch Neg AAA
Gemstone CDO VII Ltd.        A-2   AA-/Watch Neg AAA
Gemstone CDO VII Ltd.        B     BBB/Watch Neg AA
Gemstone CDO VII Ltd.        C     B-/Watch Neg  A/Watch Neg
Gemstone CDO VII Ltd.        D     CCC+/Watch NegBBB/Watch Neg
Gemstone CDO VII Ltd.        E     CCC/Watch Neg BB+/Watch Neg
GSC ABS CDO 2006-4u Ltd.     A1    AA-           AAA/Watch Neg
GSC ABS CDO 2006-4u Ltd.     A2    BBB+          AA/Watch Neg
GSC ABS CDO 2006-4u Ltd.     A3    B             A-/Watch Neg
GSC ABS CDO 2006-4u Ltd.     B     CCC+          BBB-/Watch Neg
GSC ABS CDO 2006-4u Ltd.     C     CCC-          BB/Watch Neg
Gulf Stream-Atlantic         A-2   AA+           AAA
  CDO 2007-1 Ltd.
Gulf Stream-Atlantic         B     A-            AA
  CDO 2007-1 Ltd.
Gulf Stream-Atlantic         C     BBB-          A/Watch Neg
  CDO 2007-1 Ltd.
Gulf Stream-Atlantic         D     BB-           BBB+/Watch Neg
  CDO 2007-1 Ltd.
Gulf Stream-Atlantic         E     B-            BBB/Watch Neg
  CDO 2007-1 Ltd.
Gulf Stream-Atlantic         F     CCC+          BBB-/Watch Neg
  CDO 2007-1 Ltd.
Gulf Stream-Atlantic         G     CCC           BB+/Watch Neg
  CDO 2007-1 Ltd.
Gulf Stream-Atlantic         Sb Nt CCC-          B/Watch Neg
  CDO 2007-1 Ltd.
Independence VII CDO Ltd.    A-2   AAA/Watch Neg AAA
Independence VII CDO Ltd.    B     AA/Watch Neg  AA
Independence VII CDO Ltd.    C     A/Watch Neg   AA-
Independence VII CDO Ltd.    D     BBB+/Watch NegA-
Independence VII CDO Ltd.    E     BBB-/Watch NegBBB/Watch Neg
Independence VII CDO Ltd.    F     BB/Watch Neg  BB+/Watch Neg
Ivy Lane CDO Ltd.            B     BBB           A
Ivy Lane CDO Ltd.            C     B-            BBB/Watch Neg
Jupiter High-Grade CDO V Ltd.B     AA-/Watch Neg AA/Watch Neg
Jupiter High-Grade CDO V Ltd.C     BBB/Watch Neg A/Watch Neg
Jupiter High-Grade CDO V Ltd.D     B+/Watch Neg  BBB/Watch Neg
Kefton CDO I Ltd.            II    AA+           AAA/Watch Neg
Kefton CDO I Ltd.            III   A+            AA/Watch Neg
Kefton CDO I Ltd.            IV    A-            AA-/Watch Neg
Kefton CDO I Ltd.            V     BBB-          A/Watch Neg
Kefton CDO I Ltd.            VI    B+            BBB/Watch Neg
Kefton CDO I Ltd.            VII   CCC+          BB+/Watch Neg
Kleros Real Estate           A-1B  AA+/Watch Neg AAA
  CDO II Ltd.
Kleros Real Estate           A-2   A/Watch Neg   AAA/Watch Neg
  CDO II Ltd.
Kleros Real Estate           B     BBB/Watch Neg AA/Watch Neg
  CDO II Ltd.
Kleros Real Estate           C     BB+/Watch Neg AA-/Watch Neg
  CDO II Ltd.
Kleros Real Estate           D     B-/Watch Neg  BBB/Watch Neg
  CDO II Ltd.
Kleros Real Estate           E     CCC/Watch Neg BB/Watch Neg
  CDO II Ltd.
Kleros Real Estate           A-2   A+/Watch Neg  AA/Watch Neg
  CDO III Ltd.
Kleros Real Estate           A-3   A-/Watch Neg  A/Watch Neg
  CDO III Ltd.
Kleros Real Estate           B     BB-/Watch Neg BBB-/Watch Neg
  CDO III Ltd.
Kleros Real Estate           C     B/Watch Neg   BB/Watch Neg
  CDO III Ltd.
Lexington Capital            A-3   AA+           AAA
  Funding III Ltd.
Lexington Capital            B     A+            AA
  Funding III Ltd.
Lexington Capital            C     BBB           AA-/Watch Neg
  Funding III Ltd.
Lexington Capital            D     BB+           A/Watch Neg
  Funding III Ltd.
Lexington Capital            E     B             A-/Watch Neg
  Funding III Ltd.
Lexington Capital            F     B-            BBB/Watch Neg
  Funding III Ltd.
Lexington Capital            G     CCC           BBB-/Watch Neg
  Funding III Ltd.
Lexington Capital            H     CCC           BBB-/Watch Neg
  Funding III Ltd.
Lexington Capital            A-3   AA+           AAA
  Funding V Ltd.
Lexington Capital            B     A-            AA/Watch Neg
  Funding V Ltd.
Lexington Capital            C     BB            A/Watch Neg
  Funding V Ltd.
Lexington Capital            D     B-            BBB/Watch Neg
  Funding V Ltd.
Lexington Capital            E     CCC           BBB-/Watch Neg
  Funding V Ltd.
Longport Funding III Ltd.    A2B   AA+           AAA
Longport Funding III Ltd.    B     A+            AA/Watch Neg
Longport Funding III Ltd.    C     BBB           A/Watch Neg
Longport Funding III Ltd.    D     BB            BBB/Watch Neg
Longport Funding III Ltd.    E     B-            BBB-/Watch Neg
Longport Funding III Ltd.    Sb Nt CCC           BB/Watch Neg
Montrose Harbor CDO I Ltd.   C     A-/Watch Neg  A
Montrose Harbor CDO I Ltd.   D     BB/Watch Neg  BBB/Watch Neg
Mugello ABS CDO 2006-1 Ltd.  A-1   AA+           AAA
Mugello ABS CDO 2006-1 Ltd.  A-2   A+            AA/Watch Neg
Mugello ABS CDO 2006-1 Ltd.  B     BB+           A/Watch Neg
Mugello ABS CDO 2006-1 Ltd.  C     B-            BBB/Watch Neg
Palmer ABS CDO 2007-1 Ltd.   A-2   AA-           AA
Palmer ABS CDO 2007-1 Ltd.   B     BBB-          A/Watch Neg
Palmer ABS CDO 2007-1 Ltd.   C     BB            BBB/Watch Neg
Palmer ABS CDO 2007-1 Ltd.   D     B+            BB+/Watch Neg
Sherwood III ABS CDO Ltd.    A1J   AA+/Watch Neg AAA/Watch Neg
Sherwood III ABS CDO Ltd.    A2    BBB/Watch Neg AA/Watch Neg
Sherwood III ABS CDO Ltd.    A3    B/Watch Neg   A/Watch Neg
Sherwood III ABS CDO Ltd.    B     CCC/Watch Neg BBB/Watch Neg
Sherwood III ABS CDO Ltd.    C     CCC-/Watch NegBB/Watch Neg
South Coast Funding IX Ltd.  B     A             AA/Watch Neg
South Coast Funding IX Ltd.  C     BB            A/Watch Neg
South Coast Funding IX Ltd.  D     B-            BBB/Watch Neg
South Coast Funding IX Ltd.  E     CCC+          BBB-/Watch Neg
South Coast Funding IX Ltd.  F     CCC           BB+/Watch Neg
Stack 2006-1 Ltd.            IV    A+            AA-/Watch Neg
Stack 2006-1 Ltd.            V     A-            A/Watch Neg
Stack 2006-1 Ltd.            VI    BB+           BBB/Watch Neg
Stack 2006-1 Ltd.            VII   BB            BB+/Watch Neg
Trainer Wortham First        A-2   AA/Watch Neg  AAA/Watch Neg
  Rep CBO III Ltd.
Trainer Wortham First        B     BBB+/Watch NegAA/Watch Neg
  Rep CBO III Ltd.
Trainer Wortham First        C     BB+/Watch Neg A/Watch Neg
  Rep CBO III Ltd.
Trainer Wortham First        D     B-/Watch Neg  BBB/Watch Neg
  Rep CBO III Ltd.
Trainer Wortham First        PrfSh CCC/Watch Neg BB/Watch Neg
  Rep CBO III Ltd.
Volans Funding 2007-1 Ltd.   A-2   AA            AAA
Volans Funding 2007-1 Ltd.   B     A-            AA/Watch Neg
Volans Funding 2007-1 Ltd.   C     BBB-          A/Watch Neg
Volans Funding 2007-1 Ltd.   D     BB            BBB/Watch Neg
Volans Funding 2007-1 Ltd.   E     B-            BBB-/Watch Neg
Volans Funding 2007-1 Ltd.   F     B-            BBB-/Watch Neg
Webster CDO I Ltd.           A-1LB AA/Watch Neg  AAA/Watch Neg
Webster CDO I Ltd.           A-2L  A-/Watch Neg  AA/Watch Neg
Webster CDO I Ltd.           A-3L  BBB-/Watch NegA/Watch Neg
Webster CDO I Ltd.           A-4L  BB/Watch Neg  BBB+/Watch Neg
Webster CDO I Ltd.           B-1L  BB-/Watch Neg BBB/Watch Neg
Webster CDO I Ltd.           B-2L  B/Watch Neg   BBB-/Watch Neg
Webster CDO I Ltd.           B-3L  B-/Watch Neg  BB+/Watch Neg

                       Ratings Affirmed

    Transaction                             Class     Rating
    -----------                             -----     ------
    ACA ABS 2005-2 Ltd.                     A-1S      AAA
    Adams Square Funding II Ltd.            A1        AAA
    Adams Square Funding II Ltd.            S         AAA
    Ansley Park ABS CDO Ltd.                A-1       AAA
    Ansley Park ABS CDO Ltd.                X         AAA
    Cetus ABS CDO 2006-3 Ltd.               A-1A      AAA
    Cetus ABS CDO 2006-3 Ltd.               S         AAA
    Cherry Creek CDO I Ltd.                 A1S       AAA
    Cherry Creek CDO I Ltd.                 A1J       AAA
    Dutch Hill Funding I Ltd.               A-1A      AAA
    Dutch Hill Funding I Ltd.               A-1B      AAA
    Dutch Hill Funding I Ltd.               A-2L      AAA
    Dutch Hill Funding I Ltd.               A-2X      AAA
    Gemstone CDO III Ltd.                   A-1       AAA
    Gemstone CDO III Ltd.                   A-2       AAA
    Gemstone CDO III Ltd.                   A-3       AAA
    Gemstone CDO III Ltd.                   B         AA
    Gemstone CDO III Ltd.                   C         A
    Gemstone CDO VII Ltd.                   A-1a      AAA
    GSC ABS CDO 2006-4u Ltd.                A-S1VF    AAA
    Gulf Stream-Atlantic CDO 2007-1 Ltd.    A1-VF     AAA
    Independence VII CDO Ltd.               A-1A      AAA
    Independence VII CDO Ltd.               A-1B      AAA
    Ivy Lane CDO Ltd.                       A-1       AAA
    Ivy Lane CDO Ltd.                       A-2       AAA
    Ivy Lane CDO Ltd.                       A-3       AA
    Ivy Lane CDO Ltd.                       S         AAA
    Jupiter High-Grade CDO V Ltd.           A-1       AAA
    Kleros Real Estate CDO II Ltd.          A-1A      AAA
    Kleros Real Estate CDO III Ltd.         A-1A      AAA
    Kleros Real Estate CDO III Ltd.         A-1B      AAA
    Lexington Capital Funding III Ltd.      A-1       AAA
    Lexington Capital Funding III Ltd.      A-2       AAA
    Lexington Capital Funding V Ltd.        A-1       AAA
    Lexington Capital Funding V Ltd.        A-2       AAA
    Longport Funding III Ltd.               A1-VFN    AAA
    Longport Funding III Ltd.               A2A       AAA
    Montrose Harbor CDO I Ltd.              A-1       AAA
    Montrose Harbor CDO I Ltd.              A-2       AAA
    Montrose Harbor CDO I Ltd.              B-1       AA
    Montrose Harbor CDO I Ltd.              B-2       AA-
    Palmer ABS CDO 2007-1 Ltd.              A-1       AAA
    Sherwood III ABS CDO Ltd.               A1SA      AAA
    Sherwood III ABS CDO Ltd.               A1SB      AAA
    South Coast Funding IX Ltd.             A1A       AAA
    South Coast Funding IX Ltd.             A1B       AAA
    South Coast Funding IX Ltd.             A2        AAA
    Stack 2006-1 Ltd.                       I         AAA
    Stack 2006-1 Ltd.                       II        AAA
    Stack 2006-1 Ltd.                       III       AA
    Trainer Wortham First Rep CBO III Ltd.  A-1       AAA
    Volans Funding 2007-1 Ltd.              A-1       AAA
    Webster CDO I Ltd.                      A-1LA     AAA

                   Other Ratings Outstanding

    Deal                                  Class    Rating
    ----                                  -----    ------
    Ansley Park ABS CDO Ltd.              A-2    AAA/Watch Neg
    Ansley Park ABS CDO Ltd.              B      AA-/Watch Neg  
    Ansley Park ABS CDO Ltd.              C      A/Watch Neg
    Jupiter High-Grade CDO V Ltd.         A-2    AAA/Watch Neg


* BOOK REVIEW: Building American Cities: The Urban Real Estate
               Game
--------------------------------------------------------------
Author:     Joe R. Feagin and Robert E. Parker
Publisher:  Beard Books
Paperback:  332 pages
List Price: $34.95

Order your personal copy at
http://www.amazon.com/exec/obidos/ASIN/1587981483/internetbankrupt

This book is a volatile story of social conflict that rends the
very fabric of our society, but in the end gives shape to our
urban centers.

This second edition is the startling story of how American cities
emerge, grow, change, contract, decay, and become resuscitated.

With keen insight, the authors analyze urban social processes,
such as population migration to suburbia and the effect of foreign
capital investment on U.S. real estate ventures.

Examining patterns in the location, development, financing, and
construction decisions of small and large corporations, the book
looks at the interplay of industrial and development corporations
with various levels of government.

In addition to political aspects, it reflects on the social costs
of unbridled urban growth and decline, pollution, wasted energy,
congestion, and the negative impact on minorities.

                            *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.  
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed chapter 11
cases involving less than $1,000,000 in assets and liabilities
delivered to nation's bankruptcy courts.  The list includes links
to freely downloadable images of these small-dollar petitions in
Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

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S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Marie Therese V. Profetana, Shimero R. Jainga, Ronald C. Sy,
Joel Anthony G. Lopez, Cecil R. Villacampa, Jason A. Nieva,
Melanie C. Pador, Ludivino Q. Climaco, Jr., Loyda I. Nartatez,
Tara Marie A. Martin, Joseph Martirez, and Peter A. Chapman,
Editors.

Copyright 2007.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.

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