TCR_Public/071228.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, December 28, 2007, Vol. 11, No. 306

                             Headlines


ABS CAPITAL: Moody's Lowers Two Notes' Ratings to B1 from Baa2
ABS CAPITAL: Full Payment Cues Moody's to Withdraw Rating
ACE SECURITIES: S&P Junks Ratings on Four Certificates
ADVENTURE PARKS: Has Until March 17 To File Chapter 11 Plan
AEGIS MORTGAGE: Fitch Retains Junk Rating on Class B1 Certs.

AIG GLOBAL: Deal Termination Cues Moody's to Withdraw Ratings
ALBERT BATTISTE: Voluntary Chapter 11 Case Summary
AMERIQUEST MORTGAGE: Fitch Downgrades Ratings on 12 Classes
ARGENT SECURITIES: Fitch Junks Rating on $10MM Class M-12 Cert.
ARMANI INVESTMENT: Section 341(a) Meeting Slated for January 10

ASSET BACKED: Fitch Places 'BB' Ratings Under Negative Watch
AYERSOME CDO: Moody's Cuts Rating on $9.25 Mil. Notes to Ba2
BALLY TECHNOLOGIES: Fitch Lifts Issuer Default Rating to B
BARNHILL'S BUFFET: Has Until December 31 to File Schedules
BEAR STEARNS: Fitch Downgrades Ratings on $200.5MM Certificates

BEAR STEARNS: $854MM Loss Cues Fitch to Retain Negative Outlook
BEATRIZ CINTRON: Case Summary & 15 Largest Unsecured Creditors
BILLING SERVICES: Closes Wireless Services Biz Sale to Syniverse
BLACKROCK INC: Cash Fund Rating Gets a Downgrade from Moody's
BLOCKBUSTER INC: Fitch Holds 'CCC' Rating on Subordinated Notes

BOISE PAPER: Moody's Puts Ba2 Rating on Proposed First Lien Debt
BRENDAN GRIFFIN: Case Summary & Six Largest Unsecured Creditors
CALPINE CORP: Claims Against Directors Unjustified, Rosetta Says
CAPITAL EXCAVATING: Case Summary & Two Largest Unsecured Creditors
CARLTON COVE: In Negotiations with Potential Buyers

CARROLS CORP: Sept. 30 Balance Sheet Upside-Down by $13 Million
CASTLETON GRP: Liquidates After Shutdown & Insolvency Disclosures
CHARLES BRUTI: Case Summary & Nine Largest Unsecured Creditors
CHASE COMMERCIAL: Fitch Affirms 'B-'Rating on $9.5MM Certs.
CHASE MORTGAGE: Fitch Rates $1.47MM Class B-4 Certificates at B

CINRAM INT'L: Implements Changes to Internal Debt Structure
CINRAM INT'L: Paying December 2007 Distributions on January 15
CITICORP MORTGAGE: Fitch Affirms 'BB' Rating on Class B-4 Cert.
CITIGROUP MORTGAGE: Fitch Junks Rating on Class III-B5 Loans
CONSECO INC: Ongoing Fin'l. Concerns Cue Fitch to Lower Ratings

COOKSON 2007-31: Moody's Junks Ratings on Two Note Classes
CREDIT SUISSE: Fitch Cuts Ratings on Three Certificate Classes
CREDIT SUISSE: S&P Downgrades Rating on Class II-B-3 Cert. to B
CREST 2000-1: Moody's May Upgrade B2 Rating on Class D Notes
CSFB ABS: S&P Junks Rating on Class M-2 Cert. Series 2001-HE20

DENVER RADIO: Case Summary & 20 Largest Unsecured Creditors
DOLLARAMA GROUP: Earns CDN$16.6 Mil. in Quarter Ended November 4
EAGLE MEADOWS: Voluntary Chapter 11 Case Summary
EDDIE BAUER: Makes $20 Million Voluntary Long-Term Debt Prepayment
ENCYSIVE PHARMA: Gets Nasdaq's Bid Price Non-Compliance Notice

FEDDERS CORP: Want Exclusive Plan Filing Period Moved to June 17
FEDERAL-MOGUL: Emerges From Bankruptcy Protection in Delaware
FREEDOM COMMS: Suspended GE Talks Defer Planned Stake Buyout
FREMONT HOME: Fitch Takes Rating Actions on Various Classes
GENERAL CABLE: Gregory Kenny Steps Down as President and CEO

GEORGIA-PACIFIC: Fitch Holds Low-B Ratings with Stable Outlook
GIRASOLAR INC: Posts $482,501 Net Loss in Third Quarter
GLACIER FUNDING: Poor Credit Quality Cues Moody's Ratings Review
GLACIER FUNDING: Moody's Junks Rating on Class D Notes from Ba2
GMAC COMMERCIAL: Fitch Affirms 'B-' Rating on $4.8MM Certs.

GMAC COMMERCIAL: Fitch Holds 'B+' Rating on $8.8MM Certificates
HELIX ENERGY: Completes $550 Mil. Offering of 9.5% Senior Notes
HIGHLANDS INSURANCE: Ch. 15 Recognition Hearing Set for Jan. 22
HOLLADAY HOUSE: Case Summary & 20 Largest Unsecured Creditors
HOPE SHELTER: Case Summary & 14 Largest Unsecured Creditors

IMPAC MORTGAGE: Net Loss Rises to $1.2BB in Qtr. Ended Sept. 30
INTERSTATE BAKERIES: Ct. Denies Appeal Asking Yucaipa to File Plan
JAMES OLDHAM: Voluntary Chapter 11 Case Summary
JPMMC 2006-FL2: Loan Performance Cues Fitch to Affirm Ratings
JP MORGAN: Stable Performance Cues Fitch to Affirm Ratings

LB-UBS COMMERCIAL: Fitch Retains Junk Rating on $9.9MM Certs.
LEAP WIRELESS: Posts $43 Million Net Loss in Third Quarter of 2007
LENOX CDO: Moody's Lowers Rating on Class E-1 Notes to Ba1
LEVITT AND SONS: Brings In Gankler Brown as Special Counsel
LEVITT AND SONS: LAS Shelby Obtains Court Nod to Sell Properties

LEVITT AND SONS: Obtains Court Nod to Release Resale Restriction
LONG BEACH: Fitch Takes Rating Actions on Various Classes
LUMINENT MORTGAGE: Sept. 30 Balance Sheet Upside-Down by $90.5 M.
LUMINENT MORTGAGE: Declares Then Suspends Dividends of $13.6 Mil.
LUMINENT MORTGAGE: Denies Repo Lender's Default Allegations

MERRILL LYNCH: Fitch Retains Negative Outlook Despite Efforts
MERRILL LYNCH: Fitch Slashes Rating on $6MM Certs. from A- to BB
M FABRIKANT: Banks' Objections Derail Plan Confirmation
MKP CBO: Moody's Junks Rating on $18 Million Class B Notes
MORTGAGE ASSET: Fitch Rates $1.671MM Class B-4 Certs. at BB

MULTIFAMILY CAPITAL: Fitch Holds 'BB' Rating on $3.6MM Bonds
MYSTIC POINT: Moody's Junks Rating on $32.5 Mil. Notes from A3
N-45O FIRST: Fitch Rates CDN$9.1 Million Class F Bonds at B+
NETBANK INC: CEO Steven Herbert to Leave Post by December 31
NEW LEAF: Case Summary & 17 Largest Unsecured Creditors

NEWHALL CAPITAL: Voluntary Chapter 11 Case Summary
NITAR TECH: Posts $158,633 Net Loss in 1st Quarter Ended Oct. 31
NOVASTAR MORTGAGE: Fitch Lowers Ratings on $191.5MM Certificates
NOVEMBER 2005 LAND: Moody's Junks Corporate Family Rating
OMEGA HEALTHCARE: Inks Pact With IRS on Party Tenant Issues

OPTION ONE: Fitch Junks Ratings on Two Certificate Classes
PARK PLACE: Fitch Junks Rating on $9.1 Million Class M-11 Certs.
PEOPLE'S CHOICE: Fitch Cuts Ratings on Three Cert. Classes to B
POPE & TALBOT: May Employ Pachulski Stang as Bankruptcy Co-Counsel
POPE & TALBOT: May Employ Shearman Sterling as Bankruptcy Counsel

POPE & TALBOT: Asks Court Approval to Assign Contracts to InterFor
PORT BARRE: S&P Maintains B+ Senior Secured Debt Rating
RED MOUNTAIN: Fitch Affirms 'B-' Rating on $8.7MM Certificates
RENAISSANCE HOME: Fitch Junks Rating on Class B Loan
RITCHIE MULTI-STRATEGY: Investors File Involuntary Ch. 11 Petition

RIVER ROCK: Case Summary & Largest Unsecured Creditor
RURAL/METRO CORP: Sept. 30 Balance Sheet Upside-Down by $113 Mil.
SALANDER-O'REILLY: Restructuring Officer Wants ArtWorks Returned
SCAN INT'L: Case Summary & 20 Largest Unsecured Creditors
SECURITIZED ASSET: Fitch Puts Low-B Ratings on Four Cert. Classes

SENIOR HOUSING: Fitch Holds 'BB+' Issuer Default Rating
SOLSTICE ABS: Moody's Lowers Baa3 Rating on $50 Mil. Notes to B3
SOUNDVIEW HOME: Fitch Chips Ratings on $481.4MM Certificates
SOUTHAVEN POWER: Wants Until April 14 to File Chapter 11 Plan
STRUCTURED ASSET: Fitch Junks Rating on $11.1MM Class M9 Certs.

STRUCTURED ASSET: S&P Junks Ratings on $79.795 Mil. Debentures
SURETY CAPITAL: Surety Bank CEO Boasts of $35 Million Assets
TABS 2006-5: Moody's Cuts Ba2 Rating on $950 Mil. Notes to B3
TABS 2007-7: Moody's Junks Rating on $352.5 Mil. Class A1J Notes
TAPESTRY PHARMA: Gets Nasdaq's Bid Price Non-Compliance Notice

THOMAS HELTON: Voluntary Chapter 11 Case Summary
TRAINER WORTHAM: Moody's Junks Ratings on Class D Notes
TRICADIA CDO: Moody's Cuts and Reviews Rating on Class A-1VF Notes
TROPICANA ENT: Inks One Year Forbearance Pact with Senior Lenders
TURNER & ASSOCIATES: Case Summary & 10 Largest Unsecured Creditors

UBS MORTGAGE: Fitch Cuts Ratings on Two Cert. Classes to BB
UNITED RENTALS: Moody's Lifts Sr. Debt Rating to B1 from Caa1
VITALTRUST BUSINESS: Sept. 30 Balance Sheet Upside-Down by $22 M.
VP CBO: Fitch Revises DR Rating on $94MM Junked Notes to DR6
WAMU COMMERCIAL: Stable Performance Cues Fitch to Hold Ratings

WELLS FARGO: Fitch Assigns 'B' Rating on $536,000 Certificates
WESTWAYS FUNDING: Uncertain Sale Proceeds Cue Fitch's Low Ratings

* PJM Interconnection Gives Steps to Avoid Future Defaults to FTRs
* Two Gesas Pilati Lawyers Join Arnstein & Lehr's Bankruptcy Unit

* Fitch Lowers Ratings on $6.9 Billion Notes Across 15 CDOs

* BOOK REVIEW: A Legal History of Money in the United State


                             *********

ABS CAPITAL: Moody's Lowers Two Notes' Ratings to B1 from Baa2
--------------------------------------------------------------
Moody's Investors Service downgraded and left on review for
possible downgrade these notes issued by ABS Capital Funding II,
Ltd.:

Class Description: $6,000,000 Class C-1 Floating Rate Term Notes,
Due 2037

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

Class Description: $12,000,000 Class C-2 Floating Rate Term Notes,
Due 2037

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

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


ABS CAPITAL: Full Payment Cues Moody's to Withdraw Rating
---------------------------------------------------------
Moody's Investors Service withdrew its ratings on this note issued
by ABS Capital Funding II, Ltd.:

1)$10,000,000 Class C-2 Combination Notes, Due 2037

According to Moody's, Class C-2 Combination Notes got paid in
full.


ACE SECURITIES: S&P Junks Ratings on Four Certificates
------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 19
classes of asset-backed pass-through certificates from four Ace
Securities Corp. Home Equity Loan Trust deals.  Nine of the
classes were downgraded to speculative-grade from investment-
grade.  Concurrently, S&P affirmed its ratings on all of the
outstanding classes of mortgage pass-through certificates from
these four series.

The table below shows the current performance data of the four
series.

                        Performance Data

                          Cum. realized       Severe
      Series              losses (i)          delinq. (ii)
      ------              -------------       ------------

      2002-HE1               3.65%              26.30%
      2004-RM2               1.29%              24.00%
      2005-HE3               1.58%              33.21%
      2006-FM1               1.68%              21.59%

        (i) As a percentage of original pool balance.
        (ii) As a percentage of current pool balance.

                Current pool bal.                  Months
  Series       (Percentage of orig. pool bal.)     seasoned
  ------       -------------------------------     --------

  2002-HE1            5.87%                          63
  2004-RM2            13.92%                         34
  2005-HE3            31.28%                         30
  2006-FM1            70.01%                         14

S&P lowered its rating on class M-3 from series 2002-HE1 to 'D'
from 'CCC' because it has taken principal write downs.  The
downgrades of class M-1 and M-2 reflect an erosion in credit
support caused by the reduction in subordination due to the
principal write down and by monthly losses exceeding excess
interest consistently for the last 12 months resulting in the
elimination of overcollateralization (O/C).  As of the November
2007 remittance period, monthly losses for the last three months
averaged $404,796, while the average monthly excess interest was
$97,335.  At the current loss levels, current and projected credit
support percentages are not sufficient to support the ratings at
their previous levels.

S&P lowered its rating on class B-5 from series 2004-RM2 to 'D'
from 'CCC' because it has taken a principal write down.  The
downgrades of classes M-6, M-7, B-1, B-2, B-3, and B-4 reflect the
increasing losses that are outpacing monthly excess interest,
eliminating O/C.  As of the November 2007 remittance
period, monthly losses for the last three months averaged
$862,403, while the average monthly excess interest was $243,758.
The losses for November 2007 are approximately 13x higher than 12
months ago.  At the current loss levels, current and projected
credit support percentages are not sufficient to support the
ratings at their previous levels.

S&P lowered its rating on class B-3 from series 2005-HE3 to 'D'
from 'CCC' because it has taken a principal write down.  As of the
November 2007 remittance period, monthly losses for the last three
months averaged $1,294,866, while the average monthly excess
interest averaged $967,425.  In addition, the monthly losses have
exceeded excess interest for the last six
months, eliminating O/C.

S&P lowered its rating on class M-11 from series 2006-FM1 to 'D'
from 'CCC' because it has taken a principal write down.  The
downgrades of classes M-3, M-4, M-5, M-6, M-7, M-8, and M-9
reflect the increasing losses that are outpacing monthly excess
interest, eliminating O/C.  As of the November 2007 remittance
period, monthly losses for the last three months averaged
$6,643,397, while average monthly excess interest was $1,727,264.
The high average monthly losses were predominantly influenced by
the $12,511,802 loss in November.  At the current loss levels,
current and projected credit support percentages are not
sufficient to support the ratings at their previous
levels.

The delinquency pipeline in many of these transactions strongly
suggests that the trend of realized losses generally outpacing
excess interest will continue, further compromising credit
support.

S&P affirmed its ratings on the remaining classes from the 2002-
HE1, 2004-RM2, 2005-HE3, and 2006-FM1 series based on loss
coverage percentages that are sufficient to maintain the current
ratings despite the negative trends in the underlying collateral
of many of the deals.

Subordination, O/C, and excess spread provide credit support for
all of the affected deals.  The collateral for these transactions
primarily consists of subprime, adjustable- and fixed-rate
mortgage loans secured by first liens on one- to four-family
residential properties.

                       Ratings Lowered

         Ace Securities Corp. Home Equity Loan Trust
           Asset-backed pass-through certificates

                                     Rating
                                     ------

         Series          Class   To           From
         ------          -----   --           ----
         2002-HE1        M-1     BB           AA+
         2002-HE1        M-2     B            BB
         2002-HE1        M-3     D            CCC
         2004-RM2        M-6     BB           A+
         2004-RM2        M-7     B+           A
         2004-RM2        B-1     B            A-
         2004-RM2        B-2     B-           BBB
         2004-RM2        B-3     CCC          B
         2004-RM2        B-4     CCC          B-
         2004-RM2        B-5     D            CCC
         2005-HE3        B-3     D            CCC
         2006-FM1        M-3     BBB+         AA-
         2006-FM1        M-4     BB           A+
         2006-FM1        M-5     BB-          A
         2006-FM1        M-6     B            A-
         2006-FM1        M-7     B-           BBB
         2006-FM1        M-8     CCC          BB
         2006-FM1        M-9     CCC          B
         2006-FM1        M-11    D            CCC

                       Ratings Affirmed

         Ace Securities Corp. Home Equity Loan Trust
           Asset-backed pass-through certificates

         Series          Class            Rating
         ------          -----            ------
         2004-RM2        M-1, M-2         AA+
         2004-RM2        M-3, M-4         AA
         2004-RM2        M-5              A+
         2005-HE3        A-1A, A-1B       AAA
         2005-HE3        A-2B, A-2C       AAA
         2005-HE3        M-1              AA+
         2005-HE3        M-2              AA
         2005-HE3        M-3              AA-
         2005-HE3        M-4              A+
         2005-HE3        M-5              A
         2005-HE3        M-6              BBB+
         2005-HE3        M-7              BB+
         2005-HE3        M-8              BB
         2005-HE3        M-9              BB-
         2005-HE3        B-1              B
         2005-HE3        B-2              CCC
         2006-FM1        A-1, A-2A, A-2B  AAA
         2006-FM1        A-2C, A-2D       AAA
         2006-FM1        M-1              AA+
         2006-FM1        M-2              AA
         2006-FM1        M-10             CCC


ADVENTURE PARKS: Has Until March 17 To File Chapter 11 Plan
-----------------------------------------------------------
The United States Bankruptcy Court for the Middle District of
Georgia further extended Adventure Parks Group LLC and its debtor-
affiliates' exclusive period to file a Chapter 11 plan until
March 17, 2008.

The Court also extended the Debtors' exclusive period to solicit
acceptances of that plan through and including March 15, 2008.

In their request, the Debtors told the Court that they have a
number of request and adversary proceedings addressing the
validity, priority and extent of liens against their assets, and
the classification of liens, equity interest and leases, which are
currently pending before the Court, hence, the need for more time.

In addition, the Debtors said they need to select a liquidating
trustee under their proposed joint Chapter 11 plan.

The Debtors assured the Court that amendments to the disclosure
statement dated Oct. 10, 2007, as reported in the Troubled Company
Reporter, will be filed on or before Jan. 7, 2008.  Objections to
the disclosure statement may be filed no later than Jan. 16, 2008.

Based in Valdosta, Georgia, Adventure Parks Group LLC is
the holding company of Wild Adventures and Cypress Gardens.  Wild
Adventures operates an amusement park in Valdosta, Georgia, while
Cypress operates an amusement park in Winter Haven, Florida.

The company, along with Wild Adventures and Cypress Gardens, filed
for chapter 11 protection on Sept. 11, 2006 (Bankr. M.D. Ga. Case
Nos. 06-70659 through 06-70661).  George H. McCallum, Esq., James
P. Smith, Esq., and Ward Stone, Jr., Esq., at Stone & Baxter, LLP,
represent the Debtors.  Mark J. Wolfson, Esq., at Foley & Lardner
LLP and James C. Frenzel, Esq., at James C. Frenzel P.C. in
Georgia represent the Official Committee of Unsecured Creditors.
When the Debtors filed for protection from their creditors, they
estimated assets and debts between $50 million and $100 million.


AEGIS MORTGAGE: Fitch Retains Junk Rating on Class B1 Certs.
------------------------------------------------------------
Fitch has taken rating actions on these Aegis mortgage pass-
through certificates:

Series 2003-1
  -- Class M1 downgraded to 'BBB-' from 'AA', placed on Rating
     Watch Negative;

  -- Class M2 downgraded to 'B-/DR1' from 'BB', removed from
     Rating Watch Negative;

  -- Class B1 remains at 'C', Distressed Recovery Rating is
     revised to 'DR5' from 'DR4'.

Series 2004-2
  -- Class A affirmed at 'AAA';
  -- Class M1 affirmed at 'AA';
  -- Class M2 affirmed at 'A';
  -- Class M3 affirmed at 'A-';
  -- Class B1 affirmed at 'BBB-';
  -- Class B2 downgraded to 'BB-' from 'BB';
  -- Class B3 downgraded to 'C/DR4' from 'BB-'.

Series 2004-3
  -- Class A affirmed at 'AAA';
  -- Class M1 affirmed at 'AA';
  -- Class M2 affirmed at 'A';
  -- Class M3 downgraded to 'BBB' from 'A-';
  -- Class B1 downgraded to 'BB' from 'BBB+';
  -- Class B2 downgraded to 'B' from 'BB+';
  -- Class B3 downgraded to 'B-/DR1' from 'BB-'.

The affirmations reflect a stable relationship between credit
enhancement and expected losses and affect approximately
$289.12 million in outstanding certificates.  The downgrades
reflect deterioration in the relationship between CE and expected
losses and affect approximately $51.62 million in outstanding
certificates.  In addition, approximately $15.4 million is placed
on Rating Watch Negative.

The pool factors range from approximately 7% to 22%, and the
transactions are seasoned in a range of 40 months to 55 months.
The amount of loans in the 60+ delinquency buckets range from
approximately 20.28% to 33.69%, and cumulative losses range from
2.35% to 3.27%.


AIG GLOBAL: Deal Termination Cues Moody's to Withdraw Ratings
-------------------------------------------------------------
Moody's Investors Service withdrew its ratings on these classes of
notes issued by AIG Global Investment Corp. CBO-3 Ltd.:

1)The $100 million of Class A-1 Fixed Rate Senior Notes due
October 2011, currently rated Aaa

2)The $138 million of Class A-2 Floating Rate Senior Notes due
October 2011, currently rated Aaa

3)The $20,000,000 Class B Fixed Rate Senior Subordinate Notes due
October 2011, currently rated C

According to Moody's, the ratings were withdrawn because the deal
was terminated.


ALBERT BATTISTE: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Albert F. Battiste
        P.O. Box 752
        Monroeville, PA 15146

Bankruptcy Case No.: 07-28076

Chapter 11 Petition Date: December 26, 2007

Court: Western District of Pennsylvania (Pittsburgh)

Debtor's Counsel: Donald R. Calaiaro, Esq.
                  Calaiaro, Corbett & Brungo, P.C.
                  Grant Building, Suite 1105
                  310 Grant Street
                  Pittsburgh, PA 15219-2230
                  Tel: (412) 232-0930
                  Fax: (412) 232-3858

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

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


AMERIQUEST MORTGAGE: Fitch Downgrades Ratings on 12 Classes
-----------------------------------------------------------
Fitch Ratings has taken rating actions on the Ameriquest, Argent
and Park Place mortgage pass-through certificates.  Affirmations
total $6.54 billion and downgrades total $775.2 million.  Break
Loss percentages and Loss Coverage Ratios for each class are
included with the rating actions as:

Ameriquest Mortgage Securities 2005-R6
  -- $216.1 million class A affirmed at 'AAA'
     (BL:63.33, LCR:5.16);

  -- $57 million class M-1 affirmed at 'AA+'
     (BL:48.40, LCR:3.94);

  -- $49.8 million class M-2 affirmed at 'AA'
     (BL:37.92, LCR:3.09);

  -- $13.8 million class M-3 affirmed at 'AA-'
     (BL:34.80, LCR:2.84);

  -- $18 million class M-4 affirmed at 'A+'
     (BL:27.77, LCR:2.26);

  -- $16.8 million class M-5 affirmed at 'A'
     (BL:21.41, LCR:1.74);

  -- $12.6 million class M-6 affirmed at 'A-'
     (BL:19.24, LCR:1.57);

  -- $10.2 million class M-7 affirmed at 'BBB+'
     (BL:17.46, LCR:1.42);

  -- $11.4 million class M-8 affirmed at 'BBB'
     (BL:15.40, LCR:1.26);

  -- $11.4 million class M-9 downgraded to 'BB' from 'BBB-'
     (BL:13.39, LCR:1.09);

  -- $13.2 million class M-10 downgraded to 'B' from 'BB+'
     (BL:11.32, LCR:0.92);

  -- $6.6 million class M-11 downgraded to 'B' from 'BB'
     (BL:10.86, LCR:0.89).

Deal Summary
  -- Originators: Ameriquest Mortgage Company;
  -- 60+ day Delinquency: 19.65%;
  -- Realized Losses to date (% of Original Balance): 1.17%;
  -- Expected Remaining Losses (% of Current Balance): 12.27%;
  -- Cumulative Expected Losses (% of Original Balance): 5.76%.

Ameriquest Mortgage Securities 2005-R7
  -- $341.6 million class A affirmed at 'AAA'
     (BL:54.48, LCR:4.92);

  -- $48 million class M-1 affirmed at 'AA+'
     (BL:46.05, LCR:4.16);

  -- $43.5 million class M-2 affirmed at 'AA+'
     (BL:38.98, LCR:3.52);

  -- $30.7 million class M-3 affirmed at 'AA'
     (BL:30.96, LCR:2.80);

  -- $23.2 million class M-4 affirmed at 'AA-'
     (BL:25.74, LCR:2.33);

  -- $23.2 million class M-5 affirmed at 'A+'
     (BL:22.59, LCR:2.04);

  -- $16.5 million class M-6 affirmed at 'A'
     (BL:20.21, LCR:1.83);

  -- $13.5 million class M-7 affirmed at 'A-'
     (BL:18.54, LCR:1.68);

  -- $14.2 million class M-8 affirmed at 'BBB+'
     (BL:16.26, LCR:1.47);

  -- $13.5 million class M-9 downgraded to 'BB' from 'BBB'
     (BL:11.18, LCR:1.01);

  -- $11.2 million class M-10 downgraded to 'B' from 'BBB'
     (BL:9.96, LCR:0.90);

  -- $8.2 million class M-11 downgraded to 'B' from 'BBB-'
     (BL:9.65, LCR:0.87);

  -- $5.2 million class M-12 downgraded to 'B' from 'BB+'
     (BL:9.64, LCR:0.87).

Deal Summary
  -- Originators: Ameriquest Mortgage Company;
  -- 60+ day Delinquency: 16.50%;
  -- Realized Losses to date (% of Original Balance): 0.70%;
  -- Expected Remaining Losses (% of Current Balance): 11.07%;
  -- Cumulative Expected Losses (% of Original Balance): 5.15%.

Ameriquest Mortgage Securities 2005-R8
  -- $345.7 million class A affirmed at 'AAA'
     (BL:53.84, LCR:5.58);

  -- $49.5 million class M-1 affirmed at 'AA+'
     (BL:44.84, LCR:4.65);

  -- $38.2 million class M-2 affirmed at 'AA+'
     (BL:38.83, LCR:4.02);

  -- $26.2 million class M-3 affirmed at 'AA'
     (BL:34.49, LCR:3.57);

  -- $24.7 million class M-4 affirmed at 'AA-'
     (BL:27.12, LCR:2.81);

  -- $19.8 million class M-5 affirmed at 'A+'
     (BL:23.52, LCR:2.44);

  -- $21.2 million class M-6 affirmed at 'A'
     (BL:20.71, LCR:2.15);
  -- $14.1 million class M-7 affirmed at 'A-'
     (BL:18.92, LCR:1.96);

  -- $12.7 million class M-8 affirmed at 'BBB+'
     (BL:15.50, LCR:1.61);

  -- $10.6 million class M-9 downgraded to 'BBB' from 'BBB+'
     (BL:12.11, LCR:1.25);

  -- $8.5 million class M-10 downgraded to 'BBB-' from 'BBB'
     (BL:10.81, LCR:1.12);

  -- $11.3 million class M-11 downgraded to 'BB' from 'BB+'
     (BL:9.75, LCR:1.01);

  -- $4.9 million class M-12 affirmed at 'BB'
     (BL:9.73, LCR:1.01).

Deal Summary
  -- Originators: Ameriquest Mortgage Company;
  -- 60+ day Delinquency: 15.35%;
  -- Realized Losses to date (% of Original Balance): 0.49%;
  -- Expected Remaining Losses (% of Current Balance): 9.65%;
  -- Cumulative Expected Losses (% of Original Balance): 4.58%.

Ameriquest Mortgage Securities 2005-R9
  -- $488.9 million class A affirmed at 'AAA'
     (BL:41.26, LCR:5.38);

  -- $93.9 million class M-1 affirmed at 'AA+'
     (BL:25.58, LCR:3.34);

  -- $37 million class M-2 affirmed at 'AA'
     (BL:20.06, LCR:2.62);

  -- $12.3 million class M-3 affirmed at 'AA-'
     (BL:18.25, LCR:2.38);

  -- $11.6 million class M-4 affirmed at 'A+'
     (BL:16.54, LCR:2.16);

  -- $13.7 million class M-5 affirmed at 'A'
     (BL:14.51, LCR:1.89);

  -- $8.9 million class M-6 affirmed at 'A-'
     (BL:13.42, LCR:1.75);

  -- $9.5 million class M-7 affirmed at 'BBB+'
     (BL:12.06, LCR:1.57);

  -- $6.8 million class M-8 affirmed at 'BBB'
     (BL:11.22, LCR:1.46);

  -- $11.6 million class M-9 affirmed at 'BBB-'
     (BL:9.34, LCR:1.22);

  -- $11.6 million class M-10 downgraded to 'BB' from 'BB+'
     (BL:7.69, LCR:1.00);

  -- $7.5 million class M-11 downgraded to 'B' from 'BB'
     (BL:7.09, LCR:0.92).

Deal Summary
  -- Originators: Ameriquest Mortgage Company;
  -- 60+ day Delinquency: 11.31%;
  -- Realized Losses to date (% of Original Balance): 0.44%;
  -- Expected Remaining Losses (% of Current Balance): 7.67%;
  -- Cumulative Expected Losses (% of Original Balance): 4.51%.

Ameriquest Mortgage Securities 2005-R10
  -- $648.3 million class A affirmed at 'AAA'
     (BL:43.99, LCR:5.83);

  -- $65.2 million class M-1 affirmed at 'AA+'
     (BL:37.20, LCR:4.93);

  -- $57.1 million class M-2 affirmed at 'AA+'
     (BL:31.75, LCR:4.20);

  -- $41.1 million class M-3 affirmed at 'AA'
     (BL:27.75, LCR:3.68);

  -- $29 million class M-4 affirmed at 'AA' (BL:24.9, LCR:3.3);

  -- $30 million class M-5 affirmed at 'A+'
     (BL:21.94, LCR:2.91);

  -- $26 million class M-6 affirmed at 'A'
     (BL:17.18, LCR:2.28);

  -- $26 million class M-7 affirmed at 'A-'
     (BL:14.47, LCR:1.92);

  -- $16 million class M-8 affirmed at 'BBB+'
     (BL:13.03, LCR:1.73);

  -- $14 million class M-9 affirmed at 'BBB'
     (BL:12.04, LCR:1.59);

  -- $20 million class M-10 affirmed at 'BBB-'
     (BL:11.03, LCR:1.46).

Deal Summary
  -- Originators: Ameriquest Mortgage Company;
  -- 60+ day Delinquency: 12.35%;
  -- Realized Losses to date (% of Original Balance): 0.51%;
  -- Expected Remaining Losses (% of Current Balance): 7.55%;
  -- Cumulative Expected Losses (% of Original Balance): 4.36%.

Ameriquest Mortgage Securities 2005-R11
  -- $616.5 million class A affirmed at 'AAA'
     (BL:43.69, LCR:5.49);

  -- $59.4 million class M-1 affirmed at 'AA+'
     (BL:37.06, LCR:4.66);

  -- $53.9 million class M-2 affirmed at 'AA+'
     (BL:31.54, LCR:3.96);

  -- $36.6 million class M-3 affirmed at 'AA'
     (BL:27.73, LCR:3.48);

  -- $27.4 million class M-4 affirmed at 'AA-'
     (BL:24.84, LCR:3.12);

  -- $28.3 million class M-5 affirmed at 'A+'
     (BL:21.84, LCR:2.74);

  -- $22.8 million class M-6 affirmed at 'A'
     (BL:17.89, LCR:2.25);

  -- $22.8 million class M-7 affirmed at 'A-'
     (BL:15.38, LCR:1.93);

  -- $15.5 million class M-8 affirmed at 'BBB+'
     (BL:13.72, LCR:1.72);

  -- $14.6 million class M-9 affirmed at 'BBB'
     (BL:12.30, LCR:1.55);

  -- $28.3 million class M-10 affirmed at 'BBB-'
     (BL:10.52, LCR:1.32).

Deal Summary
  -- Originators: Ameriquest Mortgage Company;
  -- 60+ day Delinquency: 12.09%;
  -- Realized Losses to date (% of Original Balance): 0.44%;
  -- Expected Remaining Losses (% of Current Balance): 7.96%;
  -- Cumulative Expected Losses (% of Original Balance): 4.63%.

Argent Securities 2005-W3
  -- $587.2 million class A affirmed at 'AAA'
     (BL:51.40, LCR:3.13);

  -- $72 million class M-1 affirmed at 'AA+'
     (BL:44.08, LCR:2.68);

  -- $68 million class M-2 affirmed at 'AA+'
     (BL:37.61, LCR:2.29);

  -- $45 million class M-3 affirmed at 'AA+'
     (BL:33.26, LCR:2.02);

  -- $33 million class M-4 downgraded to 'AA-' from 'AA'
     (BL:30.05, LCR:1.83);

  -- $33 million class M-5 downgraded to 'A+' from 'AA'
     (BL:26.83, LCR:1.63);

  -- $29 million class M-6 downgraded to 'A-' from 'A+'
     (BL:23.95, LCR:1.46);

  -- $32 million class M-7 downgraded to 'BBB-' from 'A'
     (BL:16.56, LCR:1.01);

  -- $23 million class M-8 downgraded to 'BB' from 'A-'
     (BL:18.34, LCR:1.12);

  -- $21 million class M-9 downgraded to 'BB' from 'BBB+'
     (BL:16.23, LCR:0.99);

  -- $14 million class M-10 downgraded to 'B' from 'BBB'
     (BL:13.46, LCR:0.82);

  -- $15 million class M-11 downgraded to 'B' from 'BBB-'
     (BL:12.53, LCR:0.76);

  -- $10 million class M-12 downgraded to 'C/DR5' from 'BBB-'
     (BL:12.17, LCR:0.74).

Deal Summary
  -- Originators: Argent Mortgage Company;
  -- 60+ day Delinquency: 22.74%;
  -- Realized Losses to date (% of Original Balance): 1.12%;
  -- Expected Remaining Losses (% of Current Balance): 16.44%;
  -- Cumulative Expected Losses (% of Original Balance): 9.62%.

Argent Securities 2005-W5
  -- $767.4 million class A affirmed at 'AAA'
     (BL:45.73, LCR:2.50);

  -- $76 million class M-1 affirmed at 'AA+'
     (BL:39.94, LCR:2.18);

  -- $68 million class M-2 downgraded to 'AA-' from 'AA+'
     (BL:34.43, LCR:1.88);

  -- $46 million class M-3 downgraded to 'A+' from 'AA'
     (BL:30.64, LCR:1.67);

  -- $33 million class M-4 downgraded to 'A' from 'AA'
     (BL:27.90, LCR:1.52);

  -- $33 million class M-5 downgraded to 'BBB+' from 'AA-'
     (BL:25.17, LCR:1.38);

  -- $31 million class M-6 downgraded to 'BBB' from 'A'
     (BL:22.53, LCR:1.23);

  -- $31 million class M-7 downgraded to 'BB' from 'A-'
     (BL:19.75, LCR:1.08);

  -- $23 million class M-8 downgraded to 'BB' from 'BBB+'
     (BL:17.89, LCR:0.98);

  -- $23 million class M-9 downgraded to 'B' from 'BBB'
     (BL:16.54, LCR:0.90).

Deal Summary
  -- Originators: Argent Mortgage Company;
  -- 60+ day Delinquency: 23.56%;
  -- Realized Losses to date (% of Original Balance): 1.08%;
  -- Expected Remaining Losses (% of Current Balance): 18.30%;
  -- Cumulative Expected Losses (% of Original Balance):
     12.12%.

Park Place Securities 2005-WHQ4
  -- $590.9 million class A affirmed at 'AAA'
     (BL:52.70, LCR:3.31);

  -- $73.9 million class M-1 affirmed at 'AA+'
     (BL:44.81, LCR:2.82);

  -- $67.1 million class M-2 affirmed at 'AA+'
     (BL:38.37, LCR:2.41);

  -- $47.7 million class M-3 affirmed at 'AA'
     (BL:33.63, LCR:2.11);

  -- $34.1 million class M-4 downgraded to 'AA-' from 'AA'
     (BL:30.22, LCR:1.9);

  -- $34.1 million class M-5 affirmed at 'A+'
     (BL:26.81, LCR:1.68);

  -- $32.9 million class M-6 downgraded to 'A-' from 'A'
     (BL:23.47, LCR:1.47);

  -- $30.7 million class M-7 downgraded to 'BBB' from 'A'
     (BL:20.30, LCR:1.28);

  -- $17 million class M-8 downgraded to 'BBB-' from 'A-'
     (BL:18.60, LCR:1.17);

  -- $20.4 million class M-9 downgraded to 'BB' from 'BBB'
     (BL:15.14, LCR:0.95);

  -- $13.6 million class M-10 downgraded to 'B-/DR3' from
     'BBB-' (BL:10.26, LCR:0.64);

  -- $9.1 million class M-11 downgraded to 'C/DR5' from 'BB+'
     (BL:9.82, LCR:0.62).

Deal Summary
  -- Originators: Argent Mortgage Company;
  -- 60+ day Delinquency: 24.61%;
  -- Realized Losses to date (% of Original Balance): 1.37%;
  -- Expected Remaining Losses (% of Current Balance): 15.92%;
  -- Cumulative Expected Losses (% of Original Balance): 8.41%.

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.


ARGENT SECURITIES: Fitch Junks Rating on $10MM Class M-12 Cert.
---------------------------------------------------------------
Fitch Ratings has taken rating actions on the Ameriquest, Argent
and Park Place mortgage pass-through certificates.  Affirmations
total $6.54 billion and downgrades total $775.2 million.  Break
Loss percentages and Loss Coverage Ratios for each class are
included with the rating actions as:

Ameriquest Mortgage Securities 2005-R6
  -- $216.1 million class A affirmed at 'AAA'
     (BL:63.33, LCR:5.16);

  -- $57 million class M-1 affirmed at 'AA+'
     (BL:48.40, LCR:3.94);

  -- $49.8 million class M-2 affirmed at 'AA'
     (BL:37.92, LCR:3.09);

  -- $13.8 million class M-3 affirmed at 'AA-'
     (BL:34.80, LCR:2.84);

  -- $18 million class M-4 affirmed at 'A+'
     (BL:27.77, LCR:2.26);

  -- $16.8 million class M-5 affirmed at 'A'
     (BL:21.41, LCR:1.74);

  -- $12.6 million class M-6 affirmed at 'A-'
     (BL:19.24, LCR:1.57);

  -- $10.2 million class M-7 affirmed at 'BBB+'
     (BL:17.46, LCR:1.42);

  -- $11.4 million class M-8 affirmed at 'BBB'
     (BL:15.40, LCR:1.26);

  -- $11.4 million class M-9 downgraded to 'BB' from 'BBB-'
     (BL:13.39, LCR:1.09);

  -- $13.2 million class M-10 downgraded to 'B' from 'BB+'
     (BL:11.32, LCR:0.92);

  -- $6.6 million class M-11 downgraded to 'B' from 'BB'
     (BL:10.86, LCR:0.89).

Deal Summary
  -- Originators: Ameriquest Mortgage Company;
  -- 60+ day Delinquency: 19.65%;
  -- Realized Losses to date (% of Original Balance): 1.17%;
  -- Expected Remaining Losses (% of Current Balance): 12.27%;
  -- Cumulative Expected Losses (% of Original Balance): 5.76%.

Ameriquest Mortgage Securities 2005-R7
  -- $341.6 million class A affirmed at 'AAA'
     (BL:54.48, LCR:4.92);

  -- $48 million class M-1 affirmed at 'AA+'
     (BL:46.05, LCR:4.16);

  -- $43.5 million class M-2 affirmed at 'AA+'
     (BL:38.98, LCR:3.52);

  -- $30.7 million class M-3 affirmed at 'AA'
     (BL:30.96, LCR:2.80);

  -- $23.2 million class M-4 affirmed at 'AA-'
     (BL:25.74, LCR:2.33);

  -- $23.2 million class M-5 affirmed at 'A+'
     (BL:22.59, LCR:2.04);

  -- $16.5 million class M-6 affirmed at 'A'
     (BL:20.21, LCR:1.83);

  -- $13.5 million class M-7 affirmed at 'A-'
     (BL:18.54, LCR:1.68);

  -- $14.2 million class M-8 affirmed at 'BBB+'
     (BL:16.26, LCR:1.47);

  -- $13.5 million class M-9 downgraded to 'BB' from 'BBB'
     (BL:11.18, LCR:1.01);

  -- $11.2 million class M-10 downgraded to 'B' from 'BBB'
     (BL:9.96, LCR:0.90);

  -- $8.2 million class M-11 downgraded to 'B' from 'BBB-'
     (BL:9.65, LCR:0.87);

  -- $5.2 million class M-12 downgraded to 'B' from 'BB+'
     (BL:9.64, LCR:0.87).

Deal Summary
  -- Originators: Ameriquest Mortgage Company;
  -- 60+ day Delinquency: 16.50%;
  -- Realized Losses to date (% of Original Balance): 0.70%;
  -- Expected Remaining Losses (% of Current Balance): 11.07%;
  -- Cumulative Expected Losses (% of Original Balance): 5.15%.

Ameriquest Mortgage Securities 2005-R8
  -- $345.7 million class A affirmed at 'AAA'
     (BL:53.84, LCR:5.58);

  -- $49.5 million class M-1 affirmed at 'AA+'
     (BL:44.84, LCR:4.65);

  -- $38.2 million class M-2 affirmed at 'AA+'
     (BL:38.83, LCR:4.02);

  -- $26.2 million class M-3 affirmed at 'AA'
     (BL:34.49, LCR:3.57);

  -- $24.7 million class M-4 affirmed at 'AA-'
     (BL:27.12, LCR:2.81);

  -- $19.8 million class M-5 affirmed at 'A+'
     (BL:23.52, LCR:2.44);

  -- $21.2 million class M-6 affirmed at 'A'
     (BL:20.71, LCR:2.15);
  -- $14.1 million class M-7 affirmed at 'A-'
     (BL:18.92, LCR:1.96);

  -- $12.7 million class M-8 affirmed at 'BBB+'
     (BL:15.50, LCR:1.61);

  -- $10.6 million class M-9 downgraded to 'BBB' from 'BBB+'
     (BL:12.11, LCR:1.25);

  -- $8.5 million class M-10 downgraded to 'BBB-' from 'BBB'
     (BL:10.81, LCR:1.12);

  -- $11.3 million class M-11 downgraded to 'BB' from 'BB+'
     (BL:9.75, LCR:1.01);

  -- $4.9 million class M-12 affirmed at 'BB'
     (BL:9.73, LCR:1.01).

Deal Summary
  -- Originators: Ameriquest Mortgage Company;
  -- 60+ day Delinquency: 15.35%;
  -- Realized Losses to date (% of Original Balance): 0.49%;
  -- Expected Remaining Losses (% of Current Balance): 9.65%;
  -- Cumulative Expected Losses (% of Original Balance): 4.58%.

Ameriquest Mortgage Securities 2005-R9
  -- $488.9 million class A affirmed at 'AAA'
     (BL:41.26, LCR:5.38);

  -- $93.9 million class M-1 affirmed at 'AA+'
     (BL:25.58, LCR:3.34);

  -- $37 million class M-2 affirmed at 'AA'
     (BL:20.06, LCR:2.62);

  -- $12.3 million class M-3 affirmed at 'AA-'
     (BL:18.25, LCR:2.38);

  -- $11.6 million class M-4 affirmed at 'A+'
     (BL:16.54, LCR:2.16);

  -- $13.7 million class M-5 affirmed at 'A'
     (BL:14.51, LCR:1.89);

  -- $8.9 million class M-6 affirmed at 'A-'
     (BL:13.42, LCR:1.75);

  -- $9.5 million class M-7 affirmed at 'BBB+'
     (BL:12.06, LCR:1.57);

  -- $6.8 million class M-8 affirmed at 'BBB'
     (BL:11.22, LCR:1.46);

  -- $11.6 million class M-9 affirmed at 'BBB-'
     (BL:9.34, LCR:1.22);

  -- $11.6 million class M-10 downgraded to 'BB' from 'BB+'
     (BL:7.69, LCR:1.00);

  -- $7.5 million class M-11 downgraded to 'B' from 'BB'
     (BL:7.09, LCR:0.92).

Deal Summary
  -- Originators: Ameriquest Mortgage Company;
  -- 60+ day Delinquency: 11.31%;
  -- Realized Losses to date (% of Original Balance): 0.44%;
  -- Expected Remaining Losses (% of Current Balance): 7.67%;
  -- Cumulative Expected Losses (% of Original Balance): 4.51%.

Ameriquest Mortgage Securities 2005-R10
  -- $648.3 million class A affirmed at 'AAA'
     (BL:43.99, LCR:5.83);

  -- $65.2 million class M-1 affirmed at 'AA+'
     (BL:37.20, LCR:4.93);

  -- $57.1 million class M-2 affirmed at 'AA+'
     (BL:31.75, LCR:4.20);

  -- $41.1 million class M-3 affirmed at 'AA'
     (BL:27.75, LCR:3.68);

  -- $29 million class M-4 affirmed at 'AA' (BL:24.9, LCR:3.3);

  -- $30 million class M-5 affirmed at 'A+'
     (BL:21.94, LCR:2.91);

  -- $26 million class M-6 affirmed at 'A'
     (BL:17.18, LCR:2.28);

  -- $26 million class M-7 affirmed at 'A-'
     (BL:14.47, LCR:1.92);

  -- $16 million class M-8 affirmed at 'BBB+'
     (BL:13.03, LCR:1.73);

  -- $14 million class M-9 affirmed at 'BBB'
     (BL:12.04, LCR:1.59);

  -- $20 million class M-10 affirmed at 'BBB-'
     (BL:11.03, LCR:1.46).

Deal Summary
  -- Originators: Ameriquest Mortgage Company;
  -- 60+ day Delinquency: 12.35%;
  -- Realized Losses to date (% of Original Balance): 0.51%;
  -- Expected Remaining Losses (% of Current Balance): 7.55%;
  -- Cumulative Expected Losses (% of Original Balance): 4.36%.

Ameriquest Mortgage Securities 2005-R11
  -- $616.5 million class A affirmed at 'AAA'
     (BL:43.69, LCR:5.49);

  -- $59.4 million class M-1 affirmed at 'AA+'
     (BL:37.06, LCR:4.66);

  -- $53.9 million class M-2 affirmed at 'AA+'
     (BL:31.54, LCR:3.96);

  -- $36.6 million class M-3 affirmed at 'AA'
     (BL:27.73, LCR:3.48);

  -- $27.4 million class M-4 affirmed at 'AA-'
     (BL:24.84, LCR:3.12);

  -- $28.3 million class M-5 affirmed at 'A+'
     (BL:21.84, LCR:2.74);

  -- $22.8 million class M-6 affirmed at 'A'
     (BL:17.89, LCR:2.25);

  -- $22.8 million class M-7 affirmed at 'A-'
     (BL:15.38, LCR:1.93);

  -- $15.5 million class M-8 affirmed at 'BBB+'
     (BL:13.72, LCR:1.72);

  -- $14.6 million class M-9 affirmed at 'BBB'
     (BL:12.30, LCR:1.55);

  -- $28.3 million class M-10 affirmed at 'BBB-'
     (BL:10.52, LCR:1.32).

Deal Summary
  -- Originators: Ameriquest Mortgage Company;
  -- 60+ day Delinquency: 12.09%;
  -- Realized Losses to date (% of Original Balance): 0.44%;
  -- Expected Remaining Losses (% of Current Balance): 7.96%;
  -- Cumulative Expected Losses (% of Original Balance): 4.63%.

Argent Securities 2005-W3
  -- $587.2 million class A affirmed at 'AAA'
     (BL:51.40, LCR:3.13);

  -- $72 million class M-1 affirmed at 'AA+'
     (BL:44.08, LCR:2.68);

  -- $68 million class M-2 affirmed at 'AA+'
     (BL:37.61, LCR:2.29);

  -- $45 million class M-3 affirmed at 'AA+'
     (BL:33.26, LCR:2.02);

  -- $33 million class M-4 downgraded to 'AA-' from 'AA'
     (BL:30.05, LCR:1.83);

  -- $33 million class M-5 downgraded to 'A+' from 'AA'
     (BL:26.83, LCR:1.63);

  -- $29 million class M-6 downgraded to 'A-' from 'A+'
     (BL:23.95, LCR:1.46);

  -- $32 million class M-7 downgraded to 'BBB-' from 'A'
     (BL:16.56, LCR:1.01);

  -- $23 million class M-8 downgraded to 'BB' from 'A-'
     (BL:18.34, LCR:1.12);

  -- $21 million class M-9 downgraded to 'BB' from 'BBB+'
     (BL:16.23, LCR:0.99);

  -- $14 million class M-10 downgraded to 'B' from 'BBB'
     (BL:13.46, LCR:0.82);

  -- $15 million class M-11 downgraded to 'B' from 'BBB-'
     (BL:12.53, LCR:0.76);

  -- $10 million class M-12 downgraded to 'C/DR5' from 'BBB-'
     (BL:12.17, LCR:0.74).

Deal Summary
  -- Originators: Argent Mortgage Company;
  -- 60+ day Delinquency: 22.74%;
  -- Realized Losses to date (% of Original Balance): 1.12%;
  -- Expected Remaining Losses (% of Current Balance): 16.44%;
  -- Cumulative Expected Losses (% of Original Balance): 9.62%.

Argent Securities 2005-W5
  -- $767.4 million class A affirmed at 'AAA'
     (BL:45.73, LCR:2.50);

  -- $76 million class M-1 affirmed at 'AA+'
     (BL:39.94, LCR:2.18);

  -- $68 million class M-2 downgraded to 'AA-' from 'AA+'
     (BL:34.43, LCR:1.88);

  -- $46 million class M-3 downgraded to 'A+' from 'AA'
     (BL:30.64, LCR:1.67);

  -- $33 million class M-4 downgraded to 'A' from 'AA'
     (BL:27.90, LCR:1.52);

  -- $33 million class M-5 downgraded to 'BBB+' from 'AA-'
     (BL:25.17, LCR:1.38);

  -- $31 million class M-6 downgraded to 'BBB' from 'A'
     (BL:22.53, LCR:1.23);

  -- $31 million class M-7 downgraded to 'BB' from 'A-'
     (BL:19.75, LCR:1.08);

  -- $23 million class M-8 downgraded to 'BB' from 'BBB+'
     (BL:17.89, LCR:0.98);

  -- $23 million class M-9 downgraded to 'B' from 'BBB'
     (BL:16.54, LCR:0.90).

Deal Summary
  -- Originators: Argent Mortgage Company;
  -- 60+ day Delinquency: 23.56%;
  -- Realized Losses to date (% of Original Balance): 1.08%;
  -- Expected Remaining Losses (% of Current Balance): 18.30%;
  -- Cumulative Expected Losses (% of Original Balance):
     12.12%.

Park Place Securities 2005-WHQ4
  -- $590.9 million class A affirmed at 'AAA'
     (BL:52.70, LCR:3.31);

  -- $73.9 million class M-1 affirmed at 'AA+'
     (BL:44.81, LCR:2.82);

  -- $67.1 million class M-2 affirmed at 'AA+'
     (BL:38.37, LCR:2.41);

  -- $47.7 million class M-3 affirmed at 'AA'
     (BL:33.63, LCR:2.11);

  -- $34.1 million class M-4 downgraded to 'AA-' from 'AA'
     (BL:30.22, LCR:1.9);

  -- $34.1 million class M-5 affirmed at 'A+'
     (BL:26.81, LCR:1.68);

  -- $32.9 million class M-6 downgraded to 'A-' from 'A'
     (BL:23.47, LCR:1.47);

  -- $30.7 million class M-7 downgraded to 'BBB' from 'A'
     (BL:20.30, LCR:1.28);

  -- $17 million class M-8 downgraded to 'BBB-' from 'A-'
     (BL:18.60, LCR:1.17);

  -- $20.4 million class M-9 downgraded to 'BB' from 'BBB'
     (BL:15.14, LCR:0.95);

  -- $13.6 million class M-10 downgraded to 'B-/DR3' from
     'BBB-' (BL:10.26, LCR:0.64);

  -- $9.1 million class M-11 downgraded to 'C/DR5' from 'BB+'
     (BL:9.82, LCR:0.62).

Deal Summary
  -- Originators: Argent Mortgage Company;
  -- 60+ day Delinquency: 24.61%;
  -- Realized Losses to date (% of Original Balance): 1.37%;
  -- Expected Remaining Losses (% of Current Balance): 15.92%;
  -- Cumulative Expected Losses (% of Original Balance): 8.41%.

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.


ARMANI INVESTMENT: Section 341(a) Meeting Slated for January 10
---------------------------------------------------------------
The United States Trustee for Region 14 will convene a meeting of
creditors owed money by Armani Investment Inc. at 10:30 a.m., on
Jan. 10, 2008, at the U.S. Trustee Meeting Room, James A. Walsh
Court, 38 S Scott Avenue, Street 140 in Tucson, Arizona.

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.

Tucson, Arizona-based Armani Investment Inc. filed for chapter 11
bankruptcy on Dec. 3, 2007 (Bankr. D. Ariz. Case No. 07-02453).
Eric Slocum Sparks, Esq., at Eric Slocum Sparks PC represents the
Debtor in its restructuring efforts.  When the Debtor filed for
bankruptcy, it listed assets and debts between $1 million and
$100 million.


ASSET BACKED: Fitch Places 'BB' Ratings Under Negative Watch
------------------------------------------------------------
Fitch Ratings has taken rating actions on two Asset Backed
Securities Corporation transactions.  Affirmations total
$501.4 million and downgrades total $33.8 million.  In addition,
$33 million was placed on Rating Watch Negative.  Break Loss
percentages and Loss Coverage Ratios for each class are included
with the rating actions as:

ABSC 2005-HE6
  -- $167.1 million class A affirmed at 'AAA'
     (BL: 72.11, LCR: 5.04);

  -- $74.2 million class M1 affirmed at 'AA+'
     (BL: 57.24, LCR: 4.00);

  -- $48.7 million class M2 affirmed at 'AA'
     (BL: 47.48, LCR: 3.32);

  -- $29.2 million class M3 affirmed at 'AA-'
     (BL: 41.22, LCR: 2.88);

  -- $26.2 million class M4 affirmed at 'A+'
     (BL: 35.96, LCR: 2.51)

  -- $24.7 million class M5 affirmed at 'A'
     (BL: 30.96, LCR: 2.16);

  -- $22.5 million class M6 affirmed at 'A-'
     (BL: 26.31, LCR: 1.84);

  -- $20.2 million class M7 affirmed at 'BBB+'
     (BL: 21.99, LCR: 1.54);

  -- $15.7 million class M8 rated 'BBB' (BL: 18.68, LCR: 1.31),
     placed on Rating Watch Negative;

  -- $12.7 million class M9 rated 'BBB-'
     (BL: 16.01, LCR: 1.12), placed on Rating Watch Negative;

  -- $18.7 million class M10 downgraded to 'B' from 'BB+'
     (BL: 12.27, LCR: 0.86)

  -- $15 million class M11 downgraded to 'C/DR5' from 'BB'.

Deal Summary
  -- Originators: Option One 100%
  -- 60+ day Delinquency: 25.93%,
  -- Realized Losses to date (% of Original Balance): 0.75%;
  -- Expected Remaining Losses (% of Current Balance): 14.31%;
  -- Cumulative Expected Losses (% of Original Balance): 5.52%.

ABSC 2005-HE7
  -- $24.2 million class A affirmed at 'AAA'
     (BL: 83.90, LCR: 5.97);

  -- $17 million class M1 affirmed at 'AA+'
     (BL: 66.86, LCR: 4.76);

  -- $13.3 million class M2 affirmed at 'AA'
     (BL: 53.23, LCR: 3.79);

  -- $14.5 million class M3 affirmed at 'A'
     (BL: 37.90, LCR: 2.70);

  -- $8.6 million class M4 affirmed at 'BBB+'
     (BL: 28.82, LCR: 2.05);

  -- $4.1 million class M5 affirmed at 'BBB'
     (BL: 24.44, LCR: 1.74);

  -- $3.2 million class M6 affirmed at 'BBB-'
     (BL: 21.01, LCR: 1.50);

  -- $2.7 million class M7 affirmed at 'BB+'
     (BL: 18.07, LCR: 1.29);
  -- $2.7 million class M8 rated 'BB' (BL: 15.45, LCR: 1.10),
     placed on Rating Watch Negative;

  -- $1.6 million class M9 rated 'BB' (BL: 14.29, LCR: 1.02),
     placed on Rating Watch Negative;

Deal Summary
  -- Originators: Centex 100%
  -- 60+ day Delinquency: 23.60%;
  -- Realized Losses to date (% of Original Balance): 0.40%;
  -- Expected Remaining Losses (% of Current Balance): 14.05%;
  -- Cumulative Expected Losses (% of Original Balance): 5.37%.

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.


AYERSOME CDO: Moody's Cuts Rating on $9.25 Mil. Notes to Ba2
------------------------------------------------------------
Moody's Investors Service placed these notes issued by Ayersome
CDO I, Ltd. on review for possible downgrade:

Class Description: $71,950,000 Class A-2 Floating Rate Secured
Notes due 2045

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

Class Description: US $20,000,000 Class A-3 Floating Rate Secured
Notes due 2045

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

Class Description: $26,250,000 Class B Floating Rate Secured Notes
due 2045

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

Class Description: $7,500,000 Class C Deferrable Interest Floating
Rate Secured Notes due 2045

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

In addition Moody's also downgraded these notes:

Class Description: $9,250,000 Class D Deferrable Interest Floating
Rate Secured Notes due 2045

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

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


BALLY TECHNOLOGIES: Fitch Lifts Issuer Default Rating to B
----------------------------------------------------------
Fitch Ratings has upgraded Bally Technologies' Issuer Default
Rating and senior secured bank debt ratings as:

  -- IDR to 'B' from 'B-';
  -- Secured bank credit facilities to 'BB/RR1' from 'B/RR3'.

The secured credit facilities comprise a term loan with
$292 million outstanding as of Sept. 30, 2007 and a $75 million
revolver.

The Rating Outlook was revised to Positive from Stable, which
reflects the company's significant progress in terms of its
operating performance and its financial restatements as well as
expectations of continued improvements in cash flow generation.

The rating actions are based on Bally's significantly improved
product pipeline and solid acceptance of the Alpha operating
system platform over the past couple of years, which is generating
meaningful improvement in its financial performance.  On Dec. 20,
2007, Bally announced its F1Q'08 (period end Sept 30, 2007)
results and revised its expectations for FY08.  Driven by its
improved product platform, Bally generated 23% revenue growth to
$189 million in F1Q'08 and expects 27% growth in FY08 to more than
$865 million (up from previous expectations of $830 million).
Reported Adjusted EBITDA more than doubled to $58.5 mil in F1Q'08
compared to $26.4 million in F1Q'07, so LTM Adjusted EBITDA
through Sept. 30, 2007 is roughly $171 million.  Bally's leverage
ratio according to its credit facility as of Sept. 30, 2007 was
1.82x versus a maximum allowable of 3.50x.  Bally's credit profile
has improved dramatically with substantial operating momentum,
roughly $37 million in debt maturities in FY08 and FY09,
unrestricted cash balances of $51.6 mil as of Sept. 30, 2007 (up
from $40.8 mil as of June 30, 2007), $48.7 million available on
its credit revolver, and a somewhat flexible capex budget.

Tempering the financial improvement is the fact that the company
has been under investigation by the SEC since 2005.  In its most
recent audited 10K dated June 30, 2007, the company continues to
note material weaknesses in internal controls over financial
reporting, with revenue recognition and inventory valuation among
the most significant items.  Delinquent SEC filings had been
weighing on Bally's credit rating and it appears that Bally has
resolved many of its reporting issues with Friday's filing of the
F1Q'08 10Q.  The company has become up-to-date with its SEC
filings, having filed three 10Ks and seven 10Qs since November
2006.

Additional concerns include litigation risk and how Bally will
fare when the industry enters a new technology-driven upcycle in
the next 12 months-24 months with the onset of server-based
gaming, which could benefit Bally as well as the other major
players including IGT, WMS, and Aristocrat.  While competition has
increased since the peak of the last cycle, IGT is likely to
remain the dominant player, in Fitch's view, because it has the
most financial resources, the broadest product pipeline, and the
largest sales/marketing team.  Fitch believes Bally's improved
financial position and operational turnaround should help it to
compete in the next cycle, but maintenance of Bally's recent
market share gains could become more challenging.  An upgrade from
current ratings may be influenced by how Bally performs as server-
based gaming becomes commercialized in 2008-2009.

The recovery ratings and notching reflect Fitch's recovery
expectations under a distressed scenario.  Bally's recovery
ratings reflect Fitch's expectation that the enterprise value of
the company, and hence recovery rates for its creditors, will be
maximized in a restructuring scenario, rather than a liquidation
given the company's limited tangible asset base.  An 'RR1'
recovery rating reflects Fitch's belief that 100% recovery,
including the assumption of a fully drawn revolver, is likely
under a default scenario.  Given the continued strong operating
momentum that has generated $171 million in LTM Adjusted EBITDA,
Fitch has updated its default EBITDA assumption for its recovery
ratings to $105 million, or a 38% discount.  That is based on the
outstanding term loan balance, a fully drawn revolver assumption,
and the credit facility's 3.5 times leverage covenant.  Fitch
believes the credit facility is more than 100% covered with a
modest market multiple assumption of 6x, which is below recent
industry transactions since the current credit market environment
is likely to pressure transaction multiples.  Therefore, Fitch's
credit facility rating is notched up three to 'BB' from Bally's
IDR of 'B'.


BARNHILL'S BUFFET: Has Until December 31 to File Schedules
----------------------------------------------------------
The Hon. George C. Paine II of the U.S. Bankruptcy Court for the
Middle District of Tennessee gave Barnhill's Buffet Inc. until
Dec. 31, 2007, to file its schedules of assets and liabilities.

Madison, Tennessee-based Barnhill's Buffet Inc., aka Barnhill's
Buffet of Tennessee Inc., -- http://www.barnhills.com/-- operates
a chain of restaurants.  Its parent company is Dynamic Acquisition
Group LLC. It filed for chapter 11 bankruptcy on Dec. 3, 2007
(Bankr. M.D. Tenn. Case No. 07-08948).  William Caldwell Hancock,
Esq., at The Hancock Law Firm represents the Debtor in its
restructuring efforts.  Attorneys at MGLAW PLLC represent the
Official Committee of Unsecured Creditors.  When the Debtor filed
for bankruptcy, it listed assets and debts between $1 million and
$50 million.


BEAR STEARNS: Fitch Downgrades Ratings on $200.5MM Certificates
---------------------------------------------------------------
Fitch Ratings has taken these rating actions on three Bear Stearns
Asset-Backed Securities transactions.  Affirmations total
$812.8 million and downgrades total $200.5 million.  Break Loss
percentages and Loss Coverage Ratios for each class are included
with the rating actions as:

BSABS 2005-HE7
  -- $152.1 million class A, M-1 affirmed at 'AAA'
     (BL: 60.89, LCR: 3.78);

  -- $74.7 million class M-2 affirmed at 'AA'
     (BL: 37.19, LCR: 2.31);

  -- $39.7 million class M-3 affirmed at 'A'
     (BL: 24.62, LCR: 1.53);

  -- $12.9 million class M-4 downgraded to 'BBB' from 'A-'
     (BL: 20.55, LCR: 1.27);

  -- $11.4 million class M-5 downgraded to 'BB' from 'BBB+'
     (BL: 16.84, LCR: 1.04);

  -- $7.1 million class M-6 downgraded to 'B' from 'BBB'
     (BL: 14.61, LCR: 0.91);

  -- $8.6 million class M-7 downgraded to 'B' from 'BBB-'
     (BL: 12.57, LCR: 0.78).

Deal Summary
  -- Originators: Various
  -- 60+ day Delinquency: 26.92%,
  -- Realized Losses to date (% of Original Balance): 1.20%;
  -- Expected Remaining Losses (% of Current Balance): 16.12%;
  -- Cumulative Expected Losses (% of Original Balance): 6.63%.

BSABS 2005-HE8
  -- $154.4 million class A, M-1 affirmed at 'AAA'
     (BL: 57.92, LCR: 3.27);

  -- $72.7 million class M-2 affirmed at 'AA'
     (BL: 33.88, LCR: 1.92);

  -- $34.8 million class M-3 downgraded to 'BBB' from 'A'
     (BL: 22.19, LCR: 1.25);

  -- $5.7 million class M-4 downgraded to 'BBB-' from 'A-'
     (BL: 20.23, LCR: 1.14);

  -- $10.3 million class M-5 downgraded to 'BB' from 'BBB+'
     (BL: 16.74, LCR: 0.95);

  -- $5.7 million class M-6 downgraded to 'B' from 'BBB'
     (BL: 14.93, LCR: 0.84);

  -- $7.2 million class M-7 downgraded to 'B' from 'BBB-'
     (BL: 13.20, LCR: 0.75).

Deal Summary
  -- Originators: Various
  -- 60+ day Delinquency: 23.48%;
  -- Realized Losses to date (% of Original Balance): 1.67%;
  -- Expected Remaining Losses (% of Current Balance): 17.69%;
  -- Cumulative Expected Losses (% of Original Balance): 8.80%.

BSABS 2005-HE9
  -- $234.8 million class A, M-1 affirmed at 'AAA'
     (BL: 53.85, LCR: 2.9);

  -- $84.2 million class M-2 affirmed at 'AA'
     (BL: 34.06, LCR: 1.83);

  -- $8 million class M-3 downgraded to 'A+' from 'AA-'
     (BL: 32.14, LCR: 1.73);

  -- $44.4 million class M-4 downgraded to 'BBB-' from 'A'
     (BL: 21.62, LCR: 1.16);

  -- $12.6 million class M-5 downgraded to 'BB' from 'A-'
     (BL: 18.52, LCR: 1.0);

  -- $12.6 million class M-6 downgraded to 'B' from 'BBB+'
     (BL: 15.41, LCR: 0.83);

  -- $6.9 million class M-7 downgraded to 'B' from 'BBB'
     (BL: 13.87, LCR: 0.75);

  -- $11.5 million class M-8 downgraded to 'C/DR5' from 'BBB-'.

Deal Summary
  -- Originators: 43.15% Resmae
  -- 60+ day Delinquency: 29.93%
  -- Realized Losses to date (% of Original Balance): 1.16%
  -- Expected Remaining Losses (% of Current Balance): 18.59%
  -- Cumulative Expected Losses (% of Original Balance): 8.17%

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.


BEAR STEARNS: $854MM Loss Cues Fitch to Retain Negative Outlook
---------------------------------------------------------------
Fitch Ratings' Outlook for The Bear Stearns Companies Inc. remains
Negative following the announcement of its fiscal year earnings
for 2007, which included a loss of $854 million for the latest
quarter.

On Nov. 14, 2007, Fitch affirmed Bear Stearns' long-term credit
ratings, along with its subsidiaries.  Fitch also downgraded the
short-term rating to 'F1' from 'F1+', and Individual rating to
'B/C' from 'B'.  Total long-term debt of $68.5 billion was
outstanding as of Nov. 30, 2007.  Unsecured short-term debt was
$12.8billion.  Fitch also revised Bear Stearns' Rating Outlook to
Negative from Stable last month.

Bear Stearns' full year's income was $233 million, a decline of
89% from FY 2006.  Fitch's Negative Outlook anticipated a material
departure in performance for Bear Stearns.  The loss for the
quarter and the sources of profit were consistent with Fitch's
expectations.  Importantly, these results did not exhibit material
contagion into Bear's other businesses.

Bear Stearns' solid franchises in global clearing, equity sales
and trading and prime brokerage and their earnings contributions
are key to maintenance of the current ratings.  In addition, the
expected increase in capital from the announced partnership
agreement with CITIC securities and its more limited market and
credit risk appetites relative to peers are also highly relevant.

Near term profitability is expected to be pressured given Bear
Stearns' franchise exposure to the total U.S. mortgage market and
global securitization markets.  Fitch believes financial
performance in 2008 will remain challenging given Bear Stearns'
scale of its fixed income business and more limited international
scope.

Future adverse rating actions will be dictated by several factors,
including: continued interim earnings declines, severe negative
valuation adjustments, an increased risk profile, diminished
liquidity, rising leverage and/or tangible equity erosion.
Litigation and adverse results from investigations of asset
management may also weigh on earnings as well as the ratings.
Long-term ratings would not be expected to be downgraded by more
than one notch.

Fitch believes restoration of sustained earnings growth may be
hampered by limited opportunities in key business lines including
securitization and CDO/CLO underwriting.  The mortgage origination
and securitization businesses will focus on the less profitable
prime and agency backed businesses.  Bear Stearns is focused on
maintaining its equity sales and trading franchise and global
expansion.  Prospects for near-term growth in asset management
revenues and assets under management have been dampened by the
liquidation of two sponsored MBS hedge funds this past summer.

Liquidity has been managed well and is ample, while the operating
environment may limit Bear Stearns' financial flexibility.  Bear
Stearns continues to maintain cash and unencumbered securities
well in excess of 110% of unsecured debt maturing in one year.
Like its U.S. peers, leverage has increased steadily over the past
three years.  Term debt maturities have been extended, however,
and are fairly well-laddered.

Fitch expects capital management to focus on increased retention
rather than share buybacks.  Buybacks are expected to occur in
tandem with earnings and capital generation, so that leverage is
contained and the capital structure is unimpaired.


BEATRIZ CINTRON: Case Summary & 15 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Beatriz Colon-Cintron
        264 Old Mill Circle
        Kissimmee, FL 34746

Bankruptcy Case No.: 07-06749

Chapter 11 Petition Date: December 24, 2007

Court: Middle District of Florida (Orlando)

Debtor's Counsel: Oscar Gonzalez, Jr., Esq.
                  Law Office of Oscar Gonzalez Jr
                  1400 North Semoran Boulevard
                  Suite J
                  Orlando, FL 32807
                  Tel: (407) 275-2105
                  Fax: (407) 275-3608

Total Assets: $1,393,767

Total Debts:  $1,527,774

Debtor's list of its 15 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Internal Revenue Service         Taxes                  $56,806
P.O. box 105017
Atlanta, GA 30348-5017

Countrywide                      Mortgage               $36,047
P.O. Box 10219                                         (secured
Van Nuys, CA 91410                                     $785,000)

U.S. Department o Education      Student Loan           $26,552
Direct Loan Servicing
P.O. Box 5609
Greenville, TX 75403

Bank of America                  Credit Card            $22,528

Capital One Bank                 Credit Card            $13,562

HomeEq                           Mortgage               $10,717
                                                       (secured
                                                       $325,000)

Chase                            Credit Card             $8,732

Chase Disney Rewards             Credit Card             $8,589

University Accounting Service    Student Loan            $6,354

GE Money Bank                    Credit Card             $5,232

American Express                 Credit Card             $3,097

Fairfield Resorts, IN            Mortgage                $2,000
                                                       (secured
                                                        $7,000)

SuntrustBank                                             $1,774

Capital One Bank                 Credit Card             $1,327

Sheffield Financial, LLC         Security Agreement        $787
                                                       (secured
                                                        $2,500)


BILLING SERVICES: Closes Wireless Services Biz Sale to Syniverse
----------------------------------------------------------------
Billing Services Group Limited has completed the sale of its
wireless services business to Syniverse Technologies.  The
combined company serves more than 500 customers in over 100
countries with the industry's broadest suite of voice and data
roaming, financial clearinghouse, messaging, and signaling
services.

"This acquisition significantly expands Syniverse's global
footprint and adds a world-class financial settlement platform
to our industry-leading suite of services," said Tony Holcombe,
President and Chief Executive Officer, Syniverse.  "The
combination of Syniverse and BSG Wireless also will lead to
increased operating efficiencies, and we expect to realize
$12 million of annual cost synergies within two years."

The former BSG Wireless operations will become part of
Syniverse's EMEA organization and will be led by Eugene Bergen
Henegouwen, Executive Vice President, EMEA, Syniverse.

Bergen Henegouwen said the acquisition will enable Syniverse to
provide increasingly superior products and services over the
long term.

"The blend of Syniverse and BSG Wireless know-how will allow us
to deliver mobile operators even higher levels of expertise and
innovative solutions while addressing their needs for a trusted
one-stop shop for both data clearing and financial clearing
services," he said.

The transaction was funded through the draw down of the
company's amended and restated credit facility completed in
August 2007.  Included in the facility were a delayed draw term
loan of $160 million in aggregate principal and a Euro-denominated
delayed draw term loan facility of the equivalent of $130 million
intended to finance this acquisition.

                        About Syniverse

Syniverse Technologies Inc. in Tampa, Florida (NYSE: SVR)
-- http://www.syniverse.com/-- provides technology services for
wireless telecommunications companies.  Its integrated suite of
services include technology interoperability services, which
enable the invoicing and settlement of domestic and
international wireless roaming telephone calls and wireless data
events; SMS and MMS routing and translation services between
carriers; and interactive video and mobile broadband solutions,
prepaid applications, and roaming services.  Celebrating its
20th anniversary in 2007, Syniverse has offices in major cities
around the globe.  Syniverse is ISO 9001:2000 certified and TL
9000 approved, adhering to the principles of customer focus and
quality improvement practices.  The company has offices in the
Netherlands, Brazil and China.

                           About BSG

Headquartered in San Antonio, Texas, Billing Services Group Ltd. -
- http://www.billingservicesgroup.com/-- through its
subsidiaries, provides billing, settlement, payment, clearing and
risk management solutions to communication service providers.  The
company is publicly traded on the AIM market of the London Stock
Exchange.

                          *     *     *

Standard & Poor's Ratings Services affirmed, on July 2007, its
'B+' corporate credit rating on Billing Services Group Ltd.  The
rating outlook is stable.


BLACKROCK INC: Cash Fund Rating Gets a Downgrade from Moody's
-------------------------------------------------------------
BlackRock Inc. disclosed in a regulatory filing with the
Securities and Exchange Commission that it has received subpoenas
from various U.S. federal and state governmental and regulatory
authorities and various information requests from the SEC in
connection with industry-wide investigations of U.S. mutual fund
matters.

The company also disclosed that it has been named as a defendant
in various legal actions, including arbitrations, class actions
and other litigation and regulatory proceedings.

Specifically, BlackRock said the investment funds that it manages
are subject to lawsuits, any of which could harm the investment
returns of the applicable fund or result in the company being
liable to the funds for any resulting damages.

BlackRock said it does not currently anticipate that the
aggregate liability, if any, arising out of such regulatory
matters or lawsuits will have a material adverse effect on
the company's financial position, although at the present time,
management is not in a position to determine whether any such
pending or threatened matters will have a material adverse effect
on BlackRock's results of operations and cash flows in any future
reporting period.

                        MLIM Transaction

On Sept. 29, 2006, BlackRock and Merrill Lynch & Co. Inc. closed a
transaction pursuant to which Merrill Lynch contributed its
investment management business, Merrill Lynch Investment Managers,
to BlackRock in exchange for an aggregate of 65 million shares of
newly issued BlackRock common and non-voting participating
preferred
stock.

At Sept. 30, 2007, Merrill Lynch owned approximately 45.4% of the
company's voting common stock and approximately 49.6% of the total
capital stock on a fully diluted basis of the company and The PNC
Financial Services Group Inc. owned approximately 33.7% of the
capital stock.

BlackRock notes that while Merrill Lynch has agreed to indemnify
the company for certain of the pre-closing liabilities related to
legal and regulatory proceedings acquired in the transaction,
entities that BlackRock now owns may be named as defendants in
any litigations and the company's reputation may be negatively
impacted.

                  Moody's Cuts Cash Fund Rating

Diya Gullapalli of The Wall Street Journal relates that
BlackRock Cash Strategies Fund, an institutional cash fund from
BlackRock, has been downgraded to "junk" status by Moody's
Investors Service after the fund suspended certain daily fund
redemptions.

The fund, known as an "enhanced" cash fund, has been unable to
honor all the redemptions in cash, as many of the securities in
the portfolio have become harder to trade, and more redemption
requests have come in, WSJ says, citing a company letter to
investors.

According to WSJ, Moody's downgraded the fund from a top Aaa
rating, to a Ba, and reduced the fund's market-risk rating.

                       About BlackRock Inc.

Headquartered in New York City, BlackRock Inc. (NYSE:BLK) --
http://www2.blackrock.com/-- and its subsidiaries provide
diversified investment management services to institutional
clients and individual investors through various investment
products.  Investment management services primarily consist
of the active management of fixed income, cash management and
equity client accounts, the management of a number of open-end
and closed-end fund families and the management of alternative
investment funds developed to serve various customer needs.
Through BlackRock Solutions(R), the Company provides risk
management, system outsourcing, investment accounting services,
advisory and transition management services that combine
capital markets expertise with proprietarily-developed systems
and technology.

The firm has approximately 5,100 employees in 19 countries
and a major presence in key global markets, including the
U.S., Europe, Asia, Australia and the Middle East.


BLOCKBUSTER INC: Fitch Holds 'CCC' Rating on Subordinated Notes
---------------------------------------------------------------
Fitch Ratings has affirmed Blockbuster Inc.'s long-term Issuer
Default Rating at 'CCC' and the senior subordinated notes at
'CC/RR6'.

In addition, Fitch upgrades these ratings:

  -- $450 million bank credit facility to 'CCC+/RR3' from
     'CCC/RR4';

  -- $100 million term loan A to 'CCC+/RR3' from 'CCC/RR4';
  -- $550 million term loan B to 'CCC+/RR3' from 'CCC/RR4'.

The Rating Outlook is Stable.  The company had approximately $991
million of debt outstanding as of Sept. 30, 2007.

The affirmation of the IDR reflects the company's leading market
position, strong brand recognition and increased financial
flexibility following amendments made to the bank covenants in
July 2007.  In addition, the affirmation considers the weak
financial performance which has pressured credit metrics as well
as the highly competitive operating environment.  Nonetheless, BBI
should have adequate liquidity available to meet its near-term
capital and debt service requirements.  The upgrades of the bank
credit facility, term loan A and term loan B reflect a revised
recovery analysis described below.

BBI is the leading player in the home video rental industry with
$5.4 billion in revenues in the last twelve months ending Sept.
30, 2007.  The company's strong brand recognition and broad
geographical coverage have resulted in BBI capturing approximately
40% market share in the rental market.  In addition, BBI amended
its bank covenants in July 2007, which postpones its obligations
to satisfy leverage and interest coverage ratios until Jan. 2009.
This provides the company with greater financial flexibility as
management begins to implement its recent announced turnaround
plan of focusing on profitable growth through a three-prong
strategy of 1) restoring the rental business, 2) transitioning
from rental focus to retail focus and 3) transforming from DVD
focus to digital.

Nevertheless, BBI's operating performance continues to be weak
driven by store closures and investments in the online business.
As a result, operating LTM EBITDA margin decreased 260bps to 3.1%.
Therefore, the company recently implemented cost-containment
efforts related to corporate overhead, decreased store-level
compensation and reduced advertising expenses.  Furthermore, BBI
modified prices on its Total Access, Unlimited Total Access and
mail-order-only plans to help improve operating margins.

Given the weak operating results, credit metrics have deteriorated
with LTM adjusted debt/EBITDAR and EBITDAR coverage of interest
and rents at 7.6x and 1.1x, respectively.  However, BBI has
adequate near-term liquidity, mainly from its cash balance of $129
million and availability of $174 million under its credit facility
as of Sept. 30, 2007, to meet its capital and debt service
requirements.

Of ongoing concern is the intense competition in the industry. In
its store-based business, BBI competes with other video-rental
chains, discounters and specialty retailers.  In its online
business, the company competes with other online video rental
providers as well as competing technologies such as video-on-
demand, pay-per-view and digital video records.

The Recovery Ratings and notching in the debt structure reflect
Fitch's recovery expectations in a distressed scenario.  The bank
credit facility, term loan A and term loan B are secured by land,
buildings, improvements, equipment, furniture, permits, licenses,
subleases, and real estate tax refunds owned by BBI as well as
collateralized by pledges of stock of all of the company's
domestic subsidiaries and 65% of the stock of certain
international subsidiaries.  They have been upgraded to 'CCC+/RR3'
from 'CCC/RR4', reflecting expected recovery of 51%-70% following
the $145 million reduction to outstanding borrowings and a $50
million decrease in the bank credit facility commitment.  The
senior subordinated notes are rated 'CC/RR6', reflecting poor
recovery prospects (0%-10%) in a distressed case.


BOISE PAPER: Moody's Puts Ba2 Rating on Proposed First Lien Debt
----------------------------------------------------------------
Moody's Investors Service assigned Ba2 ratings to Boise Paper
Holdings, L.L.C.'s proposed first lien debt and a B2 rating to the
company's proposed second lien term loan.  Proceeds from the new
debt facilities will be used to fund Aldabra 2 Acquisition Corp.'s
acquisition of the paper and packaging businesses of Boise
Cascade, L.L.C.  Upon close, anticipated in February 2008,
Aldabra, a publicly traded company, will be renamed Boise Inc.

In a related action, Moody's assigned Boise a Ba3 corporate family
rating as well as a speculative grade liquidity rating of SGL-2.
The rating outlook is positive.

The rating action reflects the reasonable amount of leverage at
transaction close and Moody's expectation of strong and stable
operating performance over the intermediate term.  Moody's
believes that the company's market position as the third largest
producer of uncoated free sheet paper in North America, favorable
industry supply trends from recent consolidation and
rationalization actions, and pricing improvements will allow the
company to generate margins and free cash flow appropriate for the
Ba3 corporate family rating.  The ratings also consider the
challenges of shifting to higher margin specialty products, input
cost pressures, and declining demand in certain of Boise's
products.

The rating outlook is positive because Moody's believes the
company will have the ability to reduce leverage from internal
cash flow generation over the next 12 months.  If Boise moderately
reduces leverage over this period through a combination of
improved paper and linerboard pricing and realization of higher
margin specialty products, the ratings may be upgraded.  The
uncoated free sheet paper capacity shutdowns announced in 2007 and
the reduction of imports into North America due to a weak US
dollar have led to price improvements in 2007.  Moody's believes
these actions and trends will allow supply to remain in balance
with demand over the intermediate term.

Moody's positive outlook also reflects expectations that the
transaction will be consummated without any of Aldabra's
stockholders exercising their conversion rights and that the
company will have approximately $950 million of outstanding
indebtedness.  If a significant number of shareholders decide to
exercise their conversion rights, Moody's may change the outlook
to stable.

The SGL-2 speculative grade liquidity rating for Boise reflects
good liquidity, given the expectation of strong cash flow
generation, ample availability under its new $250 million
revolver, and the expectation that compliance with financial
covenants will not limit access to the credit facility.

The first lien term loans are guaranteed by operating subsidiaries
and secured by all assets of the company, which provide
substantial collateral coverage to the proposed facilities.  Thus,
the ratings are notched up from the Ba3 corporate family rating to
Ba2.  The second lien term loan will be secured by a second
priority security interest, resulting in a two-notch differential
from the Ba3 corporate family rating to B2.

                        Ratings Assigned

  -- Corporate Family Rating, Ba3
  -- Probability of Default Rating, Ba3
  -- First Lien Secured Revolver, Ba2 (LGD3, 39%)
  -- First Lien Secured Term Loan A, Ba2 (LGD3, 39%)
  -- First Lien Secured Term Loan B, Ba2 (LGD3, 39%)
  -- Second Lien Secured Term Loan, B2 (LGD5 83%)
  -- Speculative Grade Liquidity Rating, SGL-2

The outlook is positive.

Boise Paper Holdings, L.L.C., headquartered in Boise, Idaho, is
the third largest North American producer in uncoated free sheet
paper and has a significant presence in the markets for packaging
materials including linerboard, corrugated containers, and
specialty and premium paper products.


BRENDAN GRIFFIN: Case Summary & Six Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Brendan Griffin
        61 Winthrop Drive
        Middlebury, CT 06762

Bankruptcy Case No.: 07-33014

Chapter 11 Petition Date: December 21, 2007

Court: District of Connecticut (New Haven)

Judge: Lorraine Murphy Weil

Debtor's Counsel: Peter L. Ressler, Esq.
                  Groob Ressler & Mulqueen
                  123 York Street, Suite 1B
                  New Haven, CT 06511-0001
                  Tel: (203) 777-5741
                  Fax: (203) 777-4206

Estimated Assets: $0 to $50,000

Estimated Debts:  $1 Million to $10 Million

Debtor's list of its 6 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
State of Connecticut             Taxes                  $81,455
Department of Revenue Service
C&E Division, Bankruptcy Section
25 Siguorney Street
Hartford, CT 06106-5032

American Express                 Credit Card            $64,400
P.O. Box 7871
Fort Lauderdale, FL 33329

P.O. Box 84058                                          $31,800
Columbus, GA 31908

MBNA America                                            $50,000
P.O. Box 15137
Wilmington, DE 19886-5409

Citi Bank                        Credit Card            $42,555

Advanta                                                 $40,000

Capital One                      Credit Card             $8,800


CALPINE CORP: Claims Against Directors Unjustified, Rosetta Says
----------------------------------------------------------------
Rosetta Resources Inc., an independent oil-and-gas company,
responded to Calpine Corp.'s plan of reorganization which was
confirmed by the U.S. Bankruptcy Court for the Southern District
of New York on Dec. 19, 2007.  Although Rosetta generally
supported Calpine's plan of reorganization, Rosetta objected to
the release of Calpine's claims against, among others, members of
Calpine's current and previous boards of directors on the ground
that the proposed releases could not be justified in light of the
allegations which Rosetta believes are frivolous and
unsubstantiated that Calpine has made regarding these persons'
conduct and role in its lawsuit against Rosetta.

While conceding that Calpine need only meet a very low legal
threshold for the Bankruptcy Court to approve the releases,
Rosetta was able to detail to the Court the inconsistency in
Calpine's intent to release these persons, when Calpine has
alleged in the lawsuit that these same persons were responsible
for approving the transaction Calpine alleges to have been rushed,
not subject to competitive bidding, and not diligently priced.  In
addition, Rosetta pointed out to the Court:

   * Either Calpine's board acted properly, with all relevant
     information, and with a reasonable basis for believing that
     the purchase price Calpine was receiving from Rosetta was
     fair and in Calpine's best interest, in which event there
     would not be a basis for the lawsuit against Rosetta, or the
     board failed to act properly, in which event the board
     members could be liable and should not be indemnified by
     Calpine and there would not be a basis for the releases;

   * Calpine was led by a sophisticated board of directors, which
     included Kenneth Derr, former CEO and Chairman of Chevron,
     who certainly knew what information to request in order to
     fully discharge the board's duties in approving and
     authorizing the sale of oil and gas businesses, such as the
     transaction by which Calpine spun off Rosetta through a Rule
     144A transaction; thus, if Calpine truly believes its
     allegations that Rosetta was underpriced by $400 million in a
     rush transaction, its allegations reflect misconduct and
     mismanagement by Calpine's board and they should not be
     released; and

   * If Calpine truly believes it undersold its oil and gas
     business by $400 million, the sworn testimony by a Calpine
     board member serving on its audit committee, both now and at
     the time of the transaction, that Calpine was solvent at the
     time of the Rosetta transaction negates a crucial element
     Calpine must prove in its cause of action against Rosetta,
     and Calpine was therefore releasing the only parties against
     whom it could conceivably have a claim for disposing of
     corporate assets without receiving full value (a contention
     Rosetta continues to dispute).

"We will continue to fully protect the interests of Rosetta and
its shareholders by vigorously defending against what Rosetta
truly believes are frivolous claims by Calpine arising out of a
transaction that Calpine's board with the help of its professional
advisers, structured, priced and otherwise thoroughly vetted and
reviewed," Randy Limbacher, President and CEO of Rosetta stated.

Mr. Limbacher emphasized that Calpine's rush to release its
officers, directors and advisors involved in the Rosetta
transaction reflect Calpine's true motive which is merely to
renegotiate its deal with Rosetta and the public markets.

Based in San Jose, California, Calpine Corporation (OTC Pink
Sheets: CPNLQ) -- http://www.calpine.com/-- supplies customers
and communities with electricity from clean, efficient, natural
gas-fired and geothermal power plants.  Calpine owns, leases and
operates integrated systems of plants in 21 U.S. states and in
three Canadian provinces.  Its customized products and services
include wholesale and retail electricity, gas turbine components
and services, energy management and a wide range of power plant
engineering, construction and maintenance and operational
services.

The company and its affiliates filed for chapter 11 protection on
Dec. 20, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-60200).  Richard
M. Cieri, Esq., Matthew A. Cantor, Esq., Edward Sassower, Esq.,
and Robert G. Burns, Esq., Kirkland & Ellis LLP represent the
Debtors in their restructuring efforts.  Michael S. Stamer, Esq.,
at Akin Gump Strauss Hauer & Feld LLP, represents the Official
Committee of Unsecured Creditors.  As of Aug. 31, 2007, the
Debtors disclosed total assets of $18,467,000,000, total
liabilities not subject to compromise of $11,207,000,000, total
liabilities subject to compromise of $15,354,000,000 and
stockholders' deficit of $8,102,000,000.

On Feb. 3, 2006, two more affiliates, Geysers Power Company, LLC,
and Silverado Geothermal Resources, Inc., filed voluntary chapter
11 petitions (Bankr. S.D.N.Y. Case Nos. 06-10197 and 06-10198).
On Sept. 20, 2007, Santa Rosa Energy Center, LLC, another
affiliate, also filed a voluntary chapter 11 petition (Bankr.
S.D.N.Y. Case No. 07-12967).

On June 20, 2007, the Debtors filed their Chapter 11 Plan and
Disclosure Statement.  On Aug. 27, 2007, the Debtors filed their
Amended Plan and Disclosure Statement.  Calpine filed a Second
Amended Plan on Sept. 19, 2007 and on Sept. 24, 2007, filed a
Third Amended Plan.  On Sept. 25, 2007, the Court approved the
adequacy of the Debtors' Disclosure Statement and entered a
written order on September 26.  The hearing to consider
confirmation of that Plan began Dec. 17, 2007, and was adjourned
to Dec. 19, 2007.

(Calpine Bankruptcy News; Bankruptcy Creditors' Service Inc.;
http://bankrupt.com/newsstand/or 215/945-7000).


CAPITAL EXCAVATING: Case Summary & Two Largest Unsecured Creditors
------------------------------------------------------------------
Lead Debtor: Capital Excavating Inc.
             931 E. Southern Avenue, Suite 210
             Mesa, AZ 85204

Bankruptcy Case No.: 07-07022

Type of Business: The Debtor is an excavating contractor.

Chapter 11 Petition Date: December 21, 2007

Court: District of Arizona (Phoenix)

Judge: Eileen W. Hollowell

Debtor's Counsel: James Evans Thompson, Esq.
                  Law Offices of James E. Thompson
                  1850 E. Thudnerbird Road
                  Phoenix, AZ 85022
                  Tel: (602) 952-2666
                  Fax: (602) 569-8201

Estimated Assets: $50,000 to $100,000

Estimated Debts: $1 million to $10 million

Debtor's two Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
   GMAC                        vehicles; value of    $208,000
   P.O. Box 2182               security: $1,720,00;
   Greeley, CO 80632           value of senior lien:
                               $208,000

   Wells Fargo Financial       heavy equipments;     $590,000
   3730 Elm Street             value of security:
   Phoenix, AZ 85018           $557,000; value of
                               senior lien:
                               $590,000


CARLTON COVE: In Negotiations with Potential Buyers
---------------------------------------------------
Carlton Cove Inc. is in negotiations with undisclosed entities
interested to purchase the ailing retirement facility company,
Brian Lawson of The Associated Press reports.

Robert Adams, Esq., told AP that the company has decided to sell
the company since the earlier of 2007 for the sake of its elderly
clients.

Presently, Mr. Adams refuses to name the potential buyers due to
confidentiality issues but says negotiations has been "so good,"
AP relates.

In 2001, Carlton issued bonds to buy real estate properties on
which to construct its retirement facility but failed to repay the
loan, AP says.

Huntsville, Alabama-based Carlton Cove Inc. --
http://carltoncove.org/-- offers independent living homes and
apartments, assistance with daily living activities, dementia care
and skilled nursing care.  Its Life Care Community is located
close to downtown Huntsville and Redstone Arsenal, adjacent to a
30-acre nature preserve.  Carlton Cove is a nonprofit entity and
is managed by Connecticut-based RLS Management.  Retiring Boeing
executive John Winch is head of the board of directors.

The Debtor filed for chapter 11 petition on Aug. 9, 2006 (Bankr.
N.D. Ala. Case No. 06-81553).  Robert H. Adams, Esq., at Maynard
Cooper & Gale PC represents the Debtor in its restructuring
efforts.  When the Debtor filed for bankruptcy, it listed total
assets of $41,992,164 and total debts of $78,615,718.


CARROLS CORP: Sept. 30 Balance Sheet Upside-Down by $13 Million
---------------------------------------------------------------
Carrols Corp. reported financial results for the third quarter
ended Sept. 30, 2007.

At Sept. 30, 2007, the company's balance sheet total assets of
$462.7 million and total liabilities of $475.8 million, resulting
a stockholders' deficit of $13.1 million.  Deficit at Dec. 31,
2006, was $25.7 million.

Net income was $4.9 million in the third quarter of 2007 compared
to $5.1 million in the third quarter of 2006.

Total revenues in the third quarter of 2007 increased 7.3% to
$203.5 million from $189.6 million in the third quarter of 2006.
Revenues from the company's Hispanic Brand restaurants increased
7.8% to $103.8 million in the third quarter of 2007 from
$96.3 million in the third quarter of 2006 and revenues from the
company's Burger King restaurants increased 6.9% to $99.7 million
in the third quarter of 2007 from $93.3 million in the third
quarter of 2006.

Total restaurant sales at the company's Burger King restaurants
increased $6.4 million in the third quarter of 2007 due to a
comparable restaurant sales increase of 7.8% driven primarily from
a 6.0% increase in customer traffic, offset in part from the
closure of five Burger King restaurants since the beginning of the
third quarter of 2006.

                       Nine-Month Results

Net income was $11.5 million in the first nine months of 2007
compared to $9.7 million in the first nine months of 2006.

Total restaurant sales for the first nine months of 2007 increased
$29.4 million, or 5.2%, to $591.2 million from $561.7 million in
the first nine months of 2006 due to sales increases at the
company's Hispanic Brand restaurants of $19.8 million, or 6.9%,
and a 4.6% sales increase at its comparable Burger King
restaurants.  Restaurant sales at the company's Hispanic Brand
restaurants were $306.1 million in the first nine months of 2007.

                        Company Borrowings

At Sept. 30, 2007, $120.0 million principal amount of term loan
borrowings were outstanding under the term loan A facility and
$1.2 million of borrowings were outstanding under the revolving
credit facility.  After reserving $16.0 million for letters of
credit guaranteed by the facility, $47.8 million was available for
borrowings under the revolving credit facility at Sept. 30, 2007.

                        About Carrols Corp.

Headquartered in Syracuse, New York, Carrols Corp., a wholly owned
subsidiary of holding company Carrols Restaurant Group, Inc.
(Nasdaq: TAST), operates, as franchisee, 325 quick-service
restaurants under the trade name "Burger King" in 12 Northeastern,
Midwestern and Southeastern states.  The company also owns and
operates 83 Pollo Tropical restaurants of which 80 were located in
Florida and three were located in the New York City metropolitan
area and franchised a total of 27 Pollo Tropical restaurants,
consisting of 23 in Puerto Rico, two in Ecuador and two on college
campuses in Florida.  The company also owns and operates 147 Taco
Cabana restaurants located primarily in Texas and franchised two
Taco Cabana restaurants in New Mexico and one in Georgia.

                           *   *   *

As reported in the Troubled Company Reporter on Dec. 27, 2007,
Moody's Investors Service affirmed the B2 corporate family rating
of Carrols Corporation.  In addition, Moody's raised the rating
on the company's $180 million guaranteed senior subordinated notes
to B3, 75%, LGD-5 from Caa1, 79%, LGD-5.   The outlook is
stable.


CASTLETON GRP: Liquidates After Shutdown & Insolvency Disclosures
-----------------------------------------------------------------
The Castleton Group filed for liquidation on Dec. 22, 2007,
following its announcement of business closure and North Carolina
Department of Insurance's declaration of insolvency, Sabine
Vollmer writes for The News & Observer.

Castleton owes at least 5,000 unsecured creditors, generally its
client's workers, News & Observer relates, citing Richard D.
Sparkman, Esq., court appointed trustee.

Mr. Sparkman, the report says, was in talks with Castleton lawyer,
William Brewer, Esq., and found out that it is "uncertain" for
unsecured creditors to get repayments.

Mr. Brewer, in an answer to e-mail queries Wednesday, stated that
reorganization was just not feasible for Castleton, News &
Observer relates.

Raleigh, North Carolina-headquartered The Castleton Group --
https://befree.castletongroup.com/ -- is a human resources
outsourcing company.  It was founded in 1997 by Suzanne Clifton.
It benefited from an increasing number of small and midsize
businesses turning to outside companies for payroll services,
health insurance and other human resource management.  A report
from the company's auditors shows that in 2006, Castleton lost
$1.2 million on revenue of $18.1 million.  As of Dec. 31, 2006,
its liabilities exceeded assets by $6.2 million.  The Insurance
Department of North Carolian twice denied Castleton a license
required by state law since 2005.  On Nov. 29, 2007, the
department deemed Castleton insolvent and ordered it to cease
operations.


CHARLES BRUTI: Case Summary & Nine Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Charles P. Bruti
        10163 Frankfort Main
        Frankfort, IL 60423

Bankruptcy Case No.: 07-24317

Chapter 11 Petition Date: December 27, 2007

Court: Northern District of Illinois (Chicago)

Judge: Pamela S. Hollis

Debtor's Counsel: David E. Grochocinski, Esq.
                  1900 Ravinia Place
                  Orland Park, IL 60462
                  Tel: (708) 226-2700

Estimated Assets:         Less than $50,000

Estimated Debts: $10 Million to $50 Million

Debtor's Nine Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Founders Bank                  guarantor for Bruit   $6,289,000
6825 West 111th Street         Associates
Worth, IL 60482

First United Bank              guarantor             $2,339,215
7626 West Lincoln Highway
Frankfort, IL 60423
                               guarantor of          $656,839
                               construction loan
                               for Aurelios of
                               Orland

Shore Development Co.          judgment entered      $2,779,980
c/o Cooper, Storm & Piscopo    by default/prove-up
117 South Second Street
Geneva, IL 60134

American Heartland Bank &      guarantor             $1,134,865
Trust
799 Heartland Drive
P.O. Box 350
Sugar Grove, IL 60554

First Community Bank           construction loan/    $553,403
1111 Dixie Highway             Prairie Crossings
Beecher, IL 60401

Harris Bank                    home equity loan      $233,653
                               guarantee on Florida
                               property owned by
                               wife

Charles Smith                  contribution for      $211,625
                               Nugent Square

Arete 3 Ltd.                   architectural         $144,264
                               services for various
                               developments

United Mileage Plus            business debt         $40,846


CHASE COMMERCIAL: Fitch Affirms 'B-'Rating on $9.5MM Certs.
-----------------------------------------------------------
Fitch Ratings affirms Chase Commercial Mortgage Securities
Corp.'s, commercial mortgage pass-through certificates, series
1998-2, as:

  -- $634.4 million class A-2 at 'AAA';
  -- Interest-only class X at 'AAA'; `
  -- $63.4 million class B at 'AAA';
  -- $69.7 million class C at 'AAA';
  -- $72.9 million class D at 'AA+';
  -- $19 million class E at 'AA-';
  -- $57.1 million class F at 'BBB-';
  -- $12.7 million class G at 'BB+';
  -- $22.2 million class H at 'B';
  -- $9.5 million class I at 'B-'.

The $13.3 million class J is not rated by Fitch.  Class A-1 has
paid in full.

The affirmations are a result of stable performance and minimal
paydown since Fitch's last rating action in August.  In total, 28
loans representing 25.8% of the deal have defeased. As of the
December 2007 distribution date, the transaction's aggregate
principal balance has paid down 23% to $974.3 million from $1.27
billion at issuance.

In addition, 67 loans (68%) of the pool are scheduled to mature in
2008 and have interest rates ranging from 6.6% to 7.8%.  The
largest maturing loan (16.8%) is secured by an office property
located in Boston, Massachussetts.  The property continues to show
improved performance since issuance.  The servicer reported year-
end 2006 debt service coverage ratio is 2.14 times and the
property is 100% occupied.

The deal is concentrated by loan size with the largest loan and
top-five largest loans representing 16.8% and 40% of the pool,
respectively.  According to servicer provided operating
statements, the performance of the largest loan and the top-five
loans has improved significantly since issuance.

There are currently no specially serviced or delinquent loans in
the transaction.  Six loans (4.7%) are identified as Fitch loans
of concern as a result of declines in occupancy and performance.
Four (3.6%) of the six loans are scheduled to mature in 2008 and
have interest rates ranging from 6.74% to 7.25%.


CHASE MORTGAGE: Fitch Rates $1.47MM Class B-4 Certificates at B
---------------------------------------------------------------
Chase Mortgage Finance Trust, series 2007-A3 is rated by Fitch as:

  -- $704.97 million classes 1-A1 through 1-A20, 2-A1 through
     2-A23, 3-A1 through 3-A21, and A-R (senior certificates)
     'AAA';

  -- $10.65 million class M 'AA';
  -- $6.98 million class B-1 'A';
  -- $4.41 million class B-2 'BBB';
  -- $2.20 million privately offered class B-3 'BB';
  -- $1.47 million privately offered class B-4 'B'.

The ratings are effective Dec. 21, 2007.

The 'AAA' rating on the mortgage pool senior certificates reflects
the 4.00% subordination provided by the 1.45% class M, the 0.95%
class B-1, the 0.60% class B-2, the 0.30% privately offered class
B-3, the 0.20% privately offered class B-4, and 0.50% privately
offered class B-5.  Class B-5 is not rated by Fitch.

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

This transaction contains certain classes designated as
exchangeable certificates and others as regular certificates.
Class 1-A1, 1-A5 through 2-A1, 2-A6 through 3-A1, and 3-A6 through
3-A21 are exchangeable.  The remainder of the classes are regular
certificates.

The mortgage pool consists of 970 adjustable-rate first-lien
residential mortgage loans with stated maturity of not more than
30 years with an aggregate principal balance of $734,344697 as of
the cut-off date, Nov. 1, 2007.  The mortgage pool has a weighted
average original loan-to-value ratio of 68.50% with a weighted
average mortgage rate of 6.348%.  The weighted-average current
FICO score of the loans is 749.  The average loan balance is
$757,056 and the loans are primarily concentrated in California
(30.5%), New York (27.9%) and Florida (5.9%).

Chase Home Finance LLC acquired the mortgage loans originated by
or for JPMorgan or its affiliates after the origination.  Chase
Home Finance LLC sold the mortgage loans to Chase Mortgage Finance
Corporation, who deposited the loans in the trust which issued the
certificates.  The Bank of New York Trust Company, N.A (rated 'AA-
/F1+' by Fitch) will serve as trustee.  For federal income tax
purposes, an election will be made to treat the trust fund as one
or more real estate mortgage investment conduits.


CINRAM INT'L: Implements Changes to Internal Debt Structure
-----------------------------------------------------------
Cinram International Income Fund is implementing changes to its
internal debt structure to address the tax consequences to taxable
U.S. unitholders which would have otherwise resulted from the
Fund's suspension of distributions.

                            Background

On Nov. 5, 2007, Cinram disclosed the Fund's intention to suspend
all distribution payments following the distribution for the month
of December 2007.  A distribution of CDN$0.1625 (previously
CDN$0.2708) per unit was declared for November and December 2007
to help address the potentially adverse tax consequences to U.S.
unitholders of the suspension of distributions.

The Fund's distributions to unitholders are funded in part through
interest payments made on an inter-company note.  For U.S. federal
income tax purposes, the Fund's unitholders are treated as the
beneficial owners of this inter-company debt.  To the extent that
the Fund does not distribute cash equal to the amount of the
interest income, any shortfall is treated as imputed income to
unitholders for U.S. federal income tax purposes.  By maintaining
a reduced distribution of CDN$0.1625 for November and December,
management estimates that sufficient cash will be distributed to
avoid any imputation of income to U.S. unitholders under U.S.
federal income tax principles for which there is no corresponding
distribution of cash.

                       Internal Reorganization

To eliminate imputed income, on a going forward basis, for
unitholders subject to U.S. federal income tax, the Fund is
executing an internal reorganization by way of a series of inter-
company transfers.  The initial inter-company transfer was
completed as of Dec. 14, 2007, and the balance of the transfers
will occur by year end.  The reorganization will result in minimal
cash tax leakage and a loss of tax basis which may result in
future capital gains; however, it should not have a material
impact on the Fund's 2007 and 2008 free cash flow projections.

                  Information for U.S. Unitholders

The Fund recommends that unitholders subject to U.S. federal
income tax consult with their tax advisors to determine if they
are required to file an information return on Internal Revenue
Service Form 926 reporting the transfer of Cinram International
LLC to Cinram International Inc., one of the inter-company
transfers.

                           About Cinram

Cinram International Inc. (TSX: CRW.UN) - http://www.cinram.com/
-- an indirect wholly owned subsidiary Cinram International
Income Fund, provides pre-recorded multimedia products and
related logistics services.  With facilities in North America
and Europe, Cinram International Inc. manufactures and
distributes pre-recorded DVDs, VHS video cassettes, audio CDs,
audio cassettes and CD-ROMs for motion picture studios, music
labels, publishers and computer software companies around the
world.  The company has sales offices in Mexico.

                           *    *    *

As reported in the Troubled Company Reporter on Dec. 27, 2007,
Moody's Investors Service affirmed the B1 Corporate Family rating
and B1 Senior Secured debt rating of Cinram International Inc.
The rating action follows the company's recent weaker than
expected operating results, which has caused Moody's to
significantly reduce expectations for Cinram's future
profitability.  The rating has nonetheless been affirmed as
Moody's believes Cinram's decision to eliminate all distribution
payments to unit holders should enable the company to generate
meaningful levels of free cash flow and maintain key credit
metrics appropriate for its current rating.  The long term ratings
reflect a B2 probability of default and loss given default
assessment of LGD 3, 30% for the senior secured credit facility.
The outlook remains stable.


CINRAM INT'L: Paying December 2007 Distributions on January 15
--------------------------------------------------------------
Cinram International Income Fund has declared a cash distribution
of CDN$0.1625 per unit for the month of December 2007, payable on
Jan. 15, 2008, to unitholders of record at the close of business
on Dec. 31, 2007.

Cinram International Limited Partnership has also declared a cash
distribution of CDN$0.1625 per Class B limited partnership unit
for the month of December 2007, payable on Jan. 15, 2008, to
unitholders of record at the close of business on Dec. 31, 2007.

On Nov. 5, 2007, the Fund disclosed a change in its distribution
policy based on a revised outlook for the Fund.  It is the Fund's
intention to suspend all distribution payments following the
distribution for the month of December 2007.

Cinram International Inc. (TSX: CRW.UN) - http://www.cinram.com/
-- an indirect wholly owned subsidiary Cinram International
Income Fund, provides pre-recorded multimedia products and
related logistics services.  With facilities in North America
and Europe, Cinram International Inc. manufactures and
distributes pre-recorded DVDs, VHS video cassettes, audio CDs,
audio cassettes and CD-ROMs for motion picture studios, music
labels, publishers and computer software companies around the
world.  The company has sales offices in Mexico.

                          *    *    *

As reported in the Troubled Company Reporter on Dec. 27, 2007,
Moody's Investors Service affirmed the B1 Corporate Family rating
and B1 Senior Secured debt rating of Cinram International Inc.
The rating action follows the company's recent weaker than
expected operating results, which has caused Moody's to
significantly reduce expectations for Cinram's future
profitability.  The rating has nonetheless been affirmed as
Moody's believes Cinram's decision to eliminate all distribution
payments to unit holders should enable the company to generate
meaningful levels of free cash flow and maintain key credit
metrics appropriate for its current rating.  The long term ratings
reflect a B2 probability of default and loss given default
assessment of LGD 3, 30% for the senior secured credit facility.
The outlook remains stable.


CITICORP MORTGAGE: Fitch Affirms 'BB' Rating on Class B-4 Cert.
---------------------------------------------------------------
Fitch Ratings has taken rating actions on these Citicorp Mortgage
Securities Inc., Trust Issues:

Series 2005-5
  -- Class A affirmed at 'AAA'
  -- Class B-1 affirmed at 'AA'
  -- Class B-2 affirmed at 'A'
  -- Class B-3 rated 'BBB', placed on Rating Watch Negative;
  -- Class B-4 downgraded to 'B' from 'BB';
  -- Class B-5 downgraded to 'C/DR5' from 'B'.

Series 2006-2
  -- Class A affirmed at 'AAA'
  -- Class B-1 affirmed at 'AA'
  -- Class B-2 affirmed at 'A'
  -- Class B-3 affirmed at 'BBB'
  -- Class B-4 affirmed at 'BB'
  -- Class B-5 rated 'B', placed on Rating Watch Negative.

The mortgage loans consist of 15 to 30-year fixed-rate mortgages
extended to prime borrowers and are secured by one to four-family
residential properties.  As of the November distribution date,
Series 2005-5, 2006-2 are 27 and 19 months seasoned, respectively.
The pool factors are approximately 84% (series 2005-5) and 88%
(2006-2).

The affirmations reflect a stable relationship between credit
enhancement and future loss expectations and affect approximately
$749.6 million of outstanding certificates.  The downgrades,
affecting approximately $1.3 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) of 0.63%
(2005-5) and 0.21% (2006-2).  Classes B-3 (Series 2005-5) and B-5
(Series 2006-2) were placed on Rating Watch Negative due to trends
in serious delinquencies and losses.


CITIGROUP MORTGAGE: Fitch Junks Rating on Class III-B5 Loans
------------------------------------------------------------
Fitch Ratings has taken rating actions on these Citigroup Mortgage
Loan Trust Issues:

Series 2006-AR1 Group 1
  -- Class A affirmed at 'AAA';
  -- Class I-M affirmed at 'AA+';
  -- Class I-B1 affirmed at 'AA';
  -- Class I-B2 affirmed at 'A';
  -- Class I-B3 affirmed at 'BBB'.

Series 2006-AR1 Group 2
  -- Class II-A affirmed at 'AAA';
  -- Class II-M affirmed at 'AA+';
  -- Class II-B1 affirmed at 'AA';
  -- Class II-B2 affirmed at 'A';
  -- Class II-B3 affirmed at 'BBB';
  -- Class II-B4 affirmed at 'BB';
  -- Class II-B5 affirmed at 'B'.

Series 2006-AR1 Group 3
  -- Class III-A affirmed at 'AAA';
  -- Class III-B1 affirmed at 'AA';
  -- Class III-B2 affirmed at 'A';
  -- Class III-B3 rated 'BBB', placed on Rating Watch Negative;
  -- Class III-B4 downgraded to 'B' from 'BB';
  -- Class III-B5 downgraded to 'CC/DR3' from 'B'.

The mortgage loans consist of adjustable-rate mortgages extended
to prime borrowers and are secured by first liens, primarily on
one to four-family residential properties.  As of the December
distribution date, the transactions are 21 months seasoned and the
pool factors range from 79% (2006-AR1 Group 1) to 89% (2006-AR1
Group 2).

The affirmations reflect a stable relationship between credit
enhancement and future loss expectations and affect approximately
$1.2 billion of outstanding certificates.

The downgrades, affecting approximately $5.3 million, are the
result of deterioration in the relationship between CE and
expected losses.  The affected bonds have serious delinquencies of
1.82 (2005-5).  Class B-3 from 2006-AR1 Group 3 was placed on
Rating Watch Negative due to trends in serious delinquencies and
losses.


CONSECO INC: Ongoing Fin'l. Concerns Cue Fitch to Lower Ratings
---------------------------------------------------------------
Fitch Ratings has downgraded the Issuer Default Rating, senior
debt, preferred stock, and insurer financial strength ratings of
Conseco Inc. and its subsidiaries.  The preferred stock rating is
being withdrawn as there are no current outstanding issues and no
plans for issuance.  The rating action affects approximately
$1.2 billion in outstanding debt.  All affected ratings are listed
below.  The Outlook remains Negative.

The downgrades reflect Fitch's ongoing concerns over the company's
financial results for 2007 and uncertainty as to its performance
going forward.  Charges associated with a litigation settlement,
losses and reserve strengthening on the company's run-off long-
term care business, as well as the expectation of a continuing
long recovery in that business, have lessened Fitch's confidence
that Conseco is on a clear path toward earnings improvement and
stable financial results.  Although Fitch believes the overall
capital position of Conseco's insurance subsidiaries is adequate,
addition of the 2007 charges has weakened the company's financial
flexibility and prospects for near-term improvement in its
financial position.  While Fitch believes Conseco has taken
reasonable steps to improve company operating fundamentals, the
execution and results still remain somewhat uncertain and are not
likely to have the full desired effect in 2008.  For these
reasons, Fitch is maintaining the Negative Outlook.

Capital adequacy for Conseco as measured by Prism, Fitch's new
economic capital model, was 116% of the 'A-' threshold for year-
end 2006, which is within Fitch's expectations.  The combination
of charges and moderate overall profitability in 2007 is likely to
weaken Conseco's Prism score for year-end 2007.  Conseco has
already utilized increases in its bank facilities to downstream
capital into its insurance subsidiaries in 2007, but still has the
flexibility to access further facility increases of as much as
$330 million with restrictions on timing, although leverage would
increase as well.  Conseco's equity credit adjusted leverage was
20.6% at Sept. 30, 2007.  Fitch's expectations are that Conseco
maintain equity credit adjusted leverage less than 25%.

Rating concerns for Conseco include maintaining overall moderate
profitability, the continuing underwriting and pricing challenge
in the long-term care business, the changing competitive
environment in the Medicare Supplement industry, and spread
compression resulting from low interest rate conditions.

Fitch downgrades these ratings with a Negative Outlook:

Conseco, Inc.

  -- Issuer Default Rating to 'BB' from 'BB+';
  -- $871 million secured bank credit facility due June 2013 to
     'BB+ from 'BBB-';

  -- $330 million senior unsecured convertible debt due August
     2035 to 'BB-' from 'BB'.

Bankers Life and Casualty Company
  -- Insurer financial strength rating to 'BBB' from 'BBB+'.

Conseco Life Insurance Company
Bankers Conseco Life Insurance Company
Conseco Insurance Company
Conseco Health Insurance Company
Colonial Penn Life Insurance Company
Washington National Insurance Company

  -- Insurer financial strength rating to 'BBB-' from 'BBB'.

Conseco Senior Health Insurance Company
  -- Insurer financial strength rating to 'CCC+' from 'B-'.

This rating is downgraded and withdrawn:

Conseco, Inc.
  -- Preferred stock to 'B+' from 'BB'.


COOKSON 2007-31: Moody's Junks Ratings on Two Note Classes
----------------------------------------------------------
Moody's downgraded these notes issued by Cookson 2007-31:

Class Description: $25,500,000 Series 2007-31 Class D Floating
Rate Deferrable Interest Secured Notes Due 2047

  -- Prior Rating: Ba1
  -- Current Rating: Ca

Class Description: $25,500,000 Series 2007-31 Class E Floating
Rate Deferrable Interest Secured Notes Due 2047

  -- Prior Rating: Ba2
  -- Current Rating: Ca

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


CREDIT SUISSE: Fitch Cuts Ratings on Three Certificate Classes
--------------------------------------------------------------
Fitch Ratings has taken these rating actions on Credit Suisse
First Boston Home Equity Asset Trust 2005-4.  Affirmations total
$284.5 million and downgrades total $57.5 million.  Break Loss
percentages and Loss Coverage Ratios for each class are included
with the rating actions as:

CSFB HEAT 2005-4
  -- $119.4 million class A affirmed at 'AAA'
     (BL: 75.76, LCR: 3.83);

  -- $41.9 million class M-1 affirmed at 'AA+'
     (BL: 64.16, LCR: 3.25);

  -- $38.5 million class M-2 affirmed at 'AA+'
     (BL: 52.99, LCR: 2.68);

  -- $24.7 million class M-3 affirmed at 'AA'
     (BL: 46.38, LCR: 2.35);

  -- $21.8 million class M-4 affirmed at 'AA-'
     (BL: 40.32, LCR: 2.04);

  -- $19.5 million class M-5 affirmed at 'A+'
     (BL: 34.93, LCR: 1.77);

  -- $18.4 million class M-6 affirmed at 'A'
     (BL: 29.81, LCR: 1.51);

  -- $16.6 million class M-7 downgraded to 'BBB' from 'A'
     (BL: 25.12, LCR: 1.27);

  -- $15.5 million class B-1 downgraded to 'BB' from 'BBB+'
     (BL: 20.88, LCR: 1.06);

  -- $12.6 million class B-2 downgraded to 'B' from 'BBB'
     (BL: 17.42, LCR: 0.88);

  -- $12.6 million class B-3 downgraded to 'C/DR5' from 'BBB';

Deal Summary
  -- Originators: Decision One (42.49%), Fremont (23.30%)
  -- 60+ day Delinquency: 30.82%;
  -- Realized Losses to date (% of Original Balance): 1.69%;
  -- Expected Remaining Losses (% of Current Balance): 19.76%;
  -- Cumulative Expected Losses (% of Original Balance): 7.88%.

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 2007,
2006 and late 2005 with regard to continued poor loan performance
and home price weakness.


CREDIT SUISSE: S&P Downgrades Rating on Class II-B-3 Cert. to B
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on the class
II-B-3 mortgage-backed pass-through certificates issued by Credit
Suisse First Boston Mortgage Securities Corp.'s series 2002-18 to
'B' from 'BBB'.  Concurrently, S&P affirmed its ratings on the
remaining seven classes from this series.

The downgrade reflects a reduction of $175,802 in subordination
over the past six months and average losses of $22,675 over the
past 12 months.

The affirmations reflect sufficient credit enhancement available
to support the current ratings.  The classes with affirmed ratings
have actual and projected credit support percentages that are in
line with their original levels.

Subordination, overcollateralization, and excess spread provide
credit enhancement for loan group 1, while subordination provides
sole credit support for loan group 2.  The collateral for this
transaction consists of fixed-rate, fully-amortizing, first-lien
residential mortgage loans secured by one- to four-family
residential properties.

                      Rating Lowered

     Credit Suisse First Boston Mortgage Securities Corp.
          Mortgage-backed pass-through certificates

                                      Rating
                                      ------

       Series      Class        To             From
       ------      -----        --             ----

       2002-18     II-B-3       B              BBB

                     Ratings Affirmed

     Credit Suisse First Boston Mortgage Securities Corp.
          Mortgage-backed pass-through certificates

       Series       Class                    Rating
       ------       -----                    ------

       2002-18      I-PP, II-A-1, II-X        AAA
       2002-18      II-PP, II-B-1             AAA
       2002-18      I-M-1                     AA
       2002-18      II-B-2                    A


CREST 2000-1: Moody's May Upgrade B2 Rating on Class D Notes
------------------------------------------------------------
Moody's Investors Service placed these notes issued by Crest 2000-
1, Ltd. on review for possible upgrade:

Class Description: $50,000,000 Class B Second Priority Fixed Rate
Term Notes

  -- Prior Rating: Aa1
  -- Current Rating: Aa1, on review for possible upgrade

Class Description: $22,500,000 Class C Third Priority Fixed Rate
Term Notes

  -- Prior Rating: A3
  -- Current Rating: A3, on review for possible upgrade

Class Description: $21,000,000 Class D Fourth Priority Fixed Rate
Term Notes

  -- Prior Rating: B2
  -- Current Rating: B2, on review for possible upgrade

In addition Moody's also withdrew the ratings of these notes:

Class Description: $200,000,000 Class A-1 Senior Secured Floating
Rate Term Notes

  -- Prior Rating: Aaa
  -- Current Rating: WR

According to Moody's, the rating actions are the result of an
improvement in the credit quality of the transaction's underlying
collateral pool.  The rating for Class A-1 were withdrawn because
the notes have been paid in full.


CSFB ABS: S&P Junks Rating on Class M-2 Cert. Series 2001-HE20
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on the
class M-1 and M-2 mortgage pass-through certificates from CSFB ABS
Trust Series 2001-HE20.  At the same time, S&P removed the rating
on class M-2 from CreditWatch with negative implications.
Furthermore, S&P affirmed its ratings on two additional classes
from this transaction and on seven classes from Credit Suisse
Seasoned Loan Trust 2006-1.

The downgrades reflect realized losses that have exceeded monthly
excess interest cash flow.  This has reduced overcollateralization
(O/C) for series 2001-HE20 to zero and caused the B class to
default in November of 2006.  Losses continue to adversely affect
the transaction.  Three-, six- and 12-month average realized
losses are $218,494, $165,434, and $155,968, respectively.  As of
the November 2007 remittance period, cumulative realized losses
totaled $14,542,208, or 5.19% of the original pool balance.
Series 2001-HE20 has
sizable loan amounts that are severely delinquent (90-plus days,
foreclosures, and REOs), which suggests that the unfavorable
performance trend is likely to continue.  Severe delinquencies
total $2.749 million, which is 18.05% of the
current pool balance.

The downgrade of class M-1 from series 2001-HE20 reflects realized
losses that have consistently outpaced excess interest, which has
decreased credit support levels for the class since S&P upgraded
it to 'AAA' from 'AA' on Dec. 2, 2004. As a result, credit support
through subordination for the class is now $2,842,036.  This is
3.3% greater than the amount of severe delinquencies for the
transaction.

S&P removed the rating on class M-2 of series 2001-HE20 from
CreditWatch negative because S&P lowered it to 'CCC'.

The affirmations reflect both current and projected credit support
percentages that meet or exceed the loss coverage levels for the
current ratings.

Subordination, O/C, and excess interest cash flow provide credit
support for these transactions.  Furthermore, class A-1 from
series 2001-HE20 has additional support from a bond insurance
policy issued by Financial Security Assurance Inc. ('AAA'
financial strength rating).  The affirmation of the
rating on the bond-insured class is based on the financial
strength of the related insurer.  The collateral for series 2001-
HE20 consists of closed-end, fixed- and adjustable-rate, first-
lien mortgage loans with original terms to maturity of no more
than 30 years.  The mortgage loans for series 2006-1 were
acquired through the exercise of the optional termination
provisions of 12 securitizations.  These mortgage loans are fixed-
and adjustable-rate closed-end subprime mortgage loans that are
secured by first and second liens on one- to four-family
residential properties.

                       Rating Lowered

             CSFB ABS Trust Series 2001-HE20
                Pass-through certificates

                                  Rating
                                  ------

              Class      To               From
              -----      --               ----

              M-1        AA               AAA

     Rating Lowered and Removed From CreditWatch Negative

               CSFB ABS Trust Series 2001-HE20
                  Pass-through certificates

                                 Rating
                                 ------

              Class      To               From
              -----      --               ----

              M-2        CCC              BB/Watch Neg

                      Ratings Affirmed

              CSFB ABS Trust Series 2001-HE20
                 Pass-through certificates

             Class                       Rating
             -----                       ------

             A-1*, A-IO                  AAA

                 *Denotes bond insured class

                     Ratings Affirmed

           Credit Suisse Seasoned Loan Trust 2006-1
                  Pass-through certificates

            Class                       Rating
            -----                       ------

            A, R                        AAA
            M-1, M-2                    AA+
            B-1                         AA
            B-2                         A
            B-3                         BBB-


DENVER RADIO: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Lead Debtor: Denver Radio Co., L.L.C.
             3033 South Parker Road, Suite 700
             Aurora, CO 80014

Bankruptcy Case No.: 07-25039

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        KBRU-FM, L.L.C.                            07-25041
        KSIR FM, L.L.C.                            07-25042
        Denver Radio Tower Co., L.L.C.             07-25044

Type of Business: The Debtor owns and manages radio stations.  See
                  http://www.sassymartini.com/

Chapter 11 Petition Date: December 26, 2007

Court: District of Colorado (Denver)

Debtors' Counsel: Michael J. Pankow, Esq.
                  Daniel J. Garfield, Esq.
                  Brownstein, Hyatt, Farber, Schreck, P.C.
                  410 17th Street, Suite 2200
                  Denver, CO 80202
                  Tel: (303) 223-1100
                  Fax: (303) 223-1111

Denver Radio Co, LLC's Estimated Financial Condition:

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Consolidated Debtors' List of 20 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Rob Verhaaren                                        $165,000
Universal Equity Group
212 North 76th Place
Mesa, AZ 85207

Skyline Towers                                       $37,500
524 West 69th Street
Loveland, CO 80538

Comcast Spotlight                                    $35,556
Department 1161, Ad Sales
Denver, CO 80256-0001

KUSA-Channel 9                 Trade Debt            $23,920

Guaranty Bank & Trust                                $14,234

Arbitron                                             $13,973

KCNC-Channel 4                 Trade Debt            $13,516

Kaiser Permanente                                    $10,104

B.R.C.P. Aurora Marketplace,                         $9,439
L.L.C.

KDVR-Fox 31 Television         Trade Debt            $5,716

Donald James                                         $5,500

Margaret Mulloy                                      $5,000

Denver Health                                        $4,540

Howell Laboratories, Inc.                            $3,768

KMGH-Channel 7                 Trade Debt            $3,595

Morgan County Rural                                  $3,405

Xcel Energy                                          $2,541

KWGN                           Trade Debt            $3,253

KTVD-TV                        Trade Debt            $3,230

Imagistics International, Inc.                       $2,253


DOLLARAMA GROUP: Earns CDN$16.6 Mil. in Quarter Ended November 4
----------------------------------------------------------------
Dollarama Group L.P. reported financial results for the third
quarter ended Nov. 4, 2007.

Net earnings for the third quarter of fiscal year 2008 decreased
by CDN$0.8 million, to CDN$16.6 million from CDN$17.4 million for
the 13-week period ended Nov. 4, 2007.

Net earnings for the 39-week period ended Nov. 4, 2007, increased
by CDN$6.3 million, to CDN$49.1 million from CDN$42.8 million for
the nine-month period ended Oct. 31, 2006.

"This year we made significant progress including the
implementation of a new IT system, deployment of debit card
technology and additions to our management team, however, we have
also been impacted by many challenges." Larry Rossy, chief
executive officer of Dollarama, said.  "We are operating in a more
challenging retail environment due to a number of factors
including rising fuel and labor costs in Canada and increasing
costs for imported goods."

"Our focus continues to be on finding ways to attract customers by
refreshing our merchandise offering and improving the overall
customer experience, while managing our costs and achieving
purchasing efficiencies," Mr. Rossy added.

                 Liquidity and Capital Resources

The company's cash position decreased CDN$25.1 million from
CDN$26.9 million as at Oct. 31, 2006, to CDN$1.8 million as at
Nov. 4, 2007.

As at Nov. 4 2007, the company and its subsidiaries had
approximately CDN$305.9 million of senior secured debt
outstanding, consisting of debt outstanding under its senior
credit facility, and $200 million or CDN$186.8 million based on
exchange rate on Nov. 4, 2007, of senior subordinated debt
outstanding, consisting of the 8.875% senior subordinated notes.

Capital expenditures for the 13-week and 39-week periods ended
Nov. 4, 2007, were $14.3 million and $34.3 million versus
CDN$12.6 million and CDN$32.6 million for the corresponding
periods of fiscal 2007.

Capital spending was the result of new store openings, store
expansions, renovations and relocations, and increasing capacity
of its distribution center and improving its information systems.

There were 19 store openings with one store closure and
45 store openings with three store closings in the 13-week and 39-
week periods ended Nov. 4, 2007, compared with 20 store openings
with one store closing and 57 store openings with three store
closings in the three-month and nine-month periods ended Oct. 31,
2006.  CDN$5.2 million was spent toward the investment in its
information systems during the 39-week period ended Nov. 4, 2007.

At Nov. 4, 2007, the company's balance sheet showed total assets
of CDN$1.17 billion, total liabilities of CDN$0.7
and total partners' capital of CDN$0.47 billion.

                   About Dollarama Group L.P.

Headquartered in Montreal, Quebec, Dollarama Group L.P. is an
operator of dollar discount stores in Canada.  Established in
1910, the company operates more than 505 stores, each offering an
assortment of quality everyday merchandise sold in individual or
multiple units at a fixed price of CDN$1.  All stores are company-
operated, and nearly all are located in high traffic areas such as
strip malls and shopping centers in various locations, including
metropolitan areas, mid-sized cities, and small towns.

                         *     *     *

As reported in the Troubled Company Reporter on Dec. 21, 2007,
Moody's Investors Service changed the outlook of Dollarama Group
Holdings L.P. and its operating subsidiary Dollarama Group L.P. to
stable from negative.  Moody's affirmed these ratings on Dollarama
Group L.P.: (i) senior subordinated notes at B2 (LGD 4, 63%); (ii)
sr. secured term loans at Ba1 (LGD 2, 19%); and (iii) sr. secured
revolving facility at Ba1 (LGD 2, 19%).


EAGLE MEADOWS: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Eagle Meadows of Pixley, L.L.C.
        4772 Frontier Way, Suite 400
        Stockton, CA 9521

Bankruptcy Case No.: 07-14304

Chapter 11 Petition Date: December 20, 2007

Court: Eastern District of California (Fresno)

Judge: W. Richard Lee

Debtor's Counsel: Gustavo M. Rios, Esq.
                  4772 Frontier Way, Suite 400
                  Stockton, CA 95215
                  Tel: (209) 466-4433

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

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


EDDIE BAUER: Makes $20 Million Voluntary Long-Term Debt Prepayment
------------------------------------------------------------------
Eddie Bauer Holdings, Inc. and its subsidiary, Eddie Bauer, Inc.,
have made a voluntary prepayment of $20 million on the existing
term loan facility under the Amended and Restated Term Loan
Agreement dated as of April 4, 2007, among the Company, Eddie
Bauer, Inc., certain lenders, Goldman Sachs Credit Partners L.P.
and JP Morgan Chase Bank, N.A.

After the prepayment, there is a balance of approximately
$196 million outstanding on the Term Loan.  The company is
currently in compliance with all financial covenants under the
Term Loan, even without giving effect to the voluntary prepayment.

"We expect to be in compliance with our financial covenants
through the fourth quarter of 2007, even without this prepayment,"
Marv Toland, Chief Financial Officer, commented.  "We believe that
the voluntary prepayment from cash on hand provides us with
additional operating flexibility to manage the business while
remaining in compliance with loan covenants."

Based in Redmond, Washington, Eddie Bauer Holdings Inc.
(NASDAQ: EBHI) -- http://www.eddiebauer.com/-- is a specialty
retailer that sells casual sportswear and accessories for the
"modern outdoor lifestyle."  Established in 1920 in Seattle, Eddie
Bauer products are available at about 380 stores throughout the
U.S. and Canada, through catalog sales and online at
http://www.eddiebaueroutlet.com/. The company also participates
in joint venture partnerships in Japan and Germany and has
licensing agreements across a variety of product categories.
Eddie Bauer employs 10,000 part-time and full-time associates in
the U.S. and Canada.

                          *     *     *

As reported in the Troubled Company Reporter on March 26, 2007,
Standard & Poor's Rating Services lowered the ratings on Eddie
Bauer Holdings Inc., to 'B-' from 'B'.


ENCYSIVE PHARMA: Gets Nasdaq's Bid Price Non-Compliance Notice
--------------------------------------------------------------
Encysive Pharmaceuticals Inc. received a delisting warning letter
from the Nasdaq Stock Market, notifying it that the company's
closing price per share for its common stock was below the $1
minimum bid price for 30 consecutive trading days.

As a result, Encysive no longer meets Nasdaq's continued listing
criteria and has 180 calendar days, or until June 16, 2008, to
regain compliance.  During this 180-day period, Encysive shares
will continue to trade on the Nasdaq.

To regain compliance, the closing bid price of the company's
common stock must remain at or above $1 for a minimum of 10
consecutive business days prior to the end of the 180 calendar day
compliance period.

The company may also be eligible for an additional 180 calendar
day compliance period by transferring to the Nasdaq Capital
Market.  If the company does not regain compliance by the end of
the compliance period and chooses not to appeal Nasdaq's decision
to delist its common stock, Encysive's common stock will be
delisted from Nasdaq.

                 About Encysive Pharmaceuticals

Headquartered in Houston, Texas, Encysive Pharmaceuticals Inc.
(Nasdaq: ENCY) -- http://www.encysive.com/-- is a
biopharmaceutical company engaged in the discovery, development
and commercialization of novel, synthetic, small molecule
compounds to address unmet medical needs.  The company's research
and development programs are predominantly focused on the
treatment and prevention of interrelated diseases of the vascular
endothelium and exploit the company's expertise in the area of the
intravascular inflammatory process, referred to as the
inflammatory cascade, and vascular diseases.

                       Going Concern Doubt

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


FEDDERS CORP: Want Exclusive Plan Filing Period Moved to June 17
----------------------------------------------------------------
Fedders Corporation and its debtors-affiliates ask the United
States Bankruptcy Court for the District of Delaware to further
extend their exclusive periods to:

   a) file a Chapter 11 plan until June 17, 2008; and

   b) solicit acceptances of that plan until Aug. 16, 2007.

The Debtors' current exclusive period to file a plan expired on
Dec. 20, 2007.

The Debtors tell the Court that they need more time to complete
the proposed asset sale process and develop a confirmable plan,
without prejudicing any party in interest.

A hearing has been set for Jan. 17, 2008, at 10:30 a.m., to
consider approval of the Debtors' request.  Objections to the
motion are due January 10.

Based in Liberty Corner, New Jersey, Fedders Corporation --
http://www.fedders.com/-- manufactures and markets air
treatment products, including air conditioners, air cleaners,
dehumidifiers, and humidifiers.

The company filed for Chapter 11 protection on Aug. 22, 2007,
(Bankr. D. Del. Case No. 07-11182).  Its debtor-affiliates
filed for separate Chapter 11 cases.  Norman L. Pernick, Esq. of
Saul, Ewing, Remick & Saul LLP represents the Debtors in their
restructuring efforts.  The Debtors have selected Logan &
Company Inc. as claims and noticing agent.  The U.S. Trustee for
region 3 has appointed an Official Committee of Unsecured
Creditors on this case.  When the Debtors filed for protection
from its creditors, it listed total assets of US$186,300,000 and
total debts of US$322,000,000.

The company has production facilities in the United States in
Illinois, North Carolina, New Mexico, and Texas and
international production facilities in the Philippines, China
and India.


FEDERAL-MOGUL: Emerges From Bankruptcy Protection in Delaware
-------------------------------------------------------------
Federal-Mogul Corporation and its debtor affiliates relate that
their Plan of Reorganization became effective on Dec. 27, 2007.

The Plan has been substantially consummated pursuant to Section
1101(2) of the Bankruptcy Code, according to Laura Davis Jones,
Esq., at Pachulski Stang Ziehl & Jones LLP, in Wilmington
Delaware.   All conditions contained in the Plan have been
satisfied or waived.

As reported in the Troubled Company Reporter on Nov. 12, 2007, the
Plan was confirmed by the U.S. Bankruptcy Court for the District
of Delaware on November 8 and affirmed by the U.S. District Court
for the District of Delaware on November 14.  The Confirmation
Order relating to the Plan is final and non-appealable.  The
record date for holders of allowed claims and equity interests
under the Plan was November 8.

Under the confirmed Plan, all entities are permanently stayed,
restrained and enjoined from taking any action for the purpose of
collecting, recovering or receiving payments or recovery with
respect to any asbestos personal injury claim or demand.
Moreover, all entities -- excluding the Asbestos Trust, the
Asbestos Insurance Companies and Reorganized Federal-Mogul to the
extent permitted or required to pursue claims relating to the
Hercules Policy, any EL Policy, and Asbestos Insurance Actions and
Asbestos Insurance Action Recoveries -- that have asserted,
assert, or may assert any claim or cause of action against any
Asbestos Insurance Company based on any Asbestos Personal Injury
Claim or Demand, are stayed.

"We are delighted to have reached this significant milestone in
Federal-Mogul's 108-year history of serving the global automotive
industry," Federal-Mogul Chairman, President and Chief Executive
Officer Jose Maria Alapont said.  "We are confident about our
future and wish to acknowledge the support and loyalty of our
customers, suppliers and employees worldwide."

"The company's performance reflects the dedication of the Federal-
Mogul team, paving the way toward emergence from Chapter 11," Mr.
Alapont added.  "We are committed to our global strategy for
sustainable profitable growth, as we remain focused on creating
value for our customers through innovative technologies, leading
products, operational and service excellence, and best cost
optimization in all areas of our business."

All final requests for compensation or reimbursement of the fees
of any professional employed in the cases of Reorganized Federal-
Mogul, pursuant to Sections 327 or 1103 of the Bankruptcy Code,
must be filed and served on Reorganized Federal-Mogul and its
counsel no later than Feb. 25, 2008.

All requests for payment of an Administrative Claim against any of
the U.S. Debtors must be filed with the Bankruptcy Court and
served on the U.S. Trustee and counsel for Reorganized Federal-
Mogul no later than April 25, 2008.

                       About Federal-Mogul

Federal-Mogul Corporation -- http://www.federal-mogul.com/--
(OTCBB: FDMLQ) is a global supplier, serving the world's foremost
original equipment manufacturers of automotive, light commercial,
heavy-duty, agricultural, marine, rail, off-road and industrial
vehicles, as well as the worldwide aftermarket.  Founded in
Detroit in 1899, the company is headquartered in Southfield,
Michigan, and employs 45,000 people in 35 countries.  Aside from
the U.S., Federal-Mogul also has operations in other locations
which includes, among others, Mexico, Malaysia, Australia, China,
India, Japan, Korea, and Thailand.

The Company filed for chapter 11 protection on Oct. 1, 2001
(Bankr. Del. Case No. 01-10582).  Lawrence J. Nyhan Esq., James F.
Conlan Esq., and Kevin T. Lantry Esq., at Sidley Austin Brown &
Wood, and Laura Davis Jones Esq., at Pachulski, Stang, Ziehl &
Jones, P.C., represent the Debtors in their restructuring efforts.
When the Debtors filed for protection from their creditors, they
listed $10.15 billion in assets and $8.86 billion in liabilities.
Federal-Mogul Corp.'s U.K. affiliate, Turner & Newall, is based at
Dudley Hill, Bradford.  Peter D. Wolfson, Esq., at Sonnenschein
Nath & Rosenthal; and Charlene D. Davis, Esq., Ashley B. Stitzer,
Esq., and Eric M. Sutty, Esq., at The Bayard Firm represent the
Official Committee of Unsecured Creditors.

On March 7, 2003, the Debtors filed their Joint Chapter 11 Plan.
They submitted a Disclosure Statement explaining that plan on
April 21, 2003.  They submitted several amendments and on June 6,
2004, the Bankruptcy Court approved the Third Amended Disclosure
Statement for their Third Amended Plan.  On July 28, 2004, the
District Court approved the Disclosure Statement.  The estimation
hearing began on June 14, 2005.  The Debtors submitted a Fourth
Amended Plan and Disclosure Statement on Nov. 21, 2006, and the
Bankruptcy Court approved that Disclosure Statement on Feb. 6,
2007.  The Bankruptcy Court confirmed the Fourth Amended Plan on
Nov. 8, 2007.


FREEDOM COMMS: Suspended GE Talks Defer Planned Stake Buyout
------------------------------------------------------------
Freedom Communications Inc.'s ongoing financing negotiations with
General Electric Co.'s GE Capital and other lenders were suspended
amid the credit-market turmoil, The Wall Street Journal reports,
citing people familiar with the situation.

WSJ's sources said that Freedom intends to use the facility to
fund its planned buy out of two minority partners, Blackstone
Group LP and Providence Equity Partners.

According to WSJ's sources, Freedom was planning to spend more
than $500 million to buy back the roughly 45% stake held by
Blackstone and Providence.

That proposed buyout was deferred to an uncertain date until
the financing agreement is finalized.

Based in Irvine, California, Freedom Communications Inc. is a
newspaper and television broadcasting operator.  For the LTM
period ended Sept. 30, 2007, the company recorded total
revenues of $864 million.

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 5, 2007,
Moody's Investors Service downgraded Freedom Communications
Inc.'s Corporate Family rating to Ba3 from Ba2 as a result of
weakened operating performance.  The rating outlook is stable.

As reported in the Troubled Company Reporter on Sept. 18, 2007,
Standard & Poor's Ratings Services placed its ratings on Freedom
Communications Inc., including the 'BB' corporate credit rating,
on CreditWatch with negative implications.


FREMONT HOME: Fitch Takes Rating Actions on Various Classes
-----------------------------------------------------------
Fitch Ratings has taken these rating actions on two Fremont Home
Loan Trust mortgage pass-through certificates.  Affirmations total
$1.18 billion and downgrades total $310 million.  Break Loss
percentages and Loss Coverage Ratios for each class are included
with the rating actions as:

Series 2005-C
  -- $127.4 million class A affirmed at 'AAA'
     (BL: 75.68, LCR: 4.39);

  -- $54.2 million class M-1 affirmed at 'AA+'
     (BL: 61.34, LCR: 3.56);

  -- $30.9 million class M-2 affirmed at 'AA'
     (BL: 53.05, LCR: 3.08);

  -- $19.1 million class M-3 affirmed at 'AA-'
     (BL: 46.70, LCR: 2.71);

  -- $19.1 million class M-4 affirmed at 'A+'
     (BL: 42.08, LCR: 2.44);

  -- $18.5 million class M-5 affirmed at 'A+'
     (BL: 37.28, LCR: 2.16);

  -- $16.0 million class M-6 affirmed at 'A'
     (BL: 32.90, LCR: 1.91);

  -- $16.5 million class M-7 affirmed at 'A-'
     (BL: 28.20, LCR: 1.64);

  -- $13.4 million class M-8 affirmed at 'BBB+'
     (BL: 24.37, LCR: 1.41);

  -- $10.3 million class M-9 affirmed at 'BBB'
     (BL: 21.32, LCR: 1.24);

  -- $10.3 million class B-1 downgraded to 'BB' from 'BBB'
     (BL: 18.27, LCR: 1.06).

Deal Summary
  -- Originators: 100% Fremont Investment & Loan;
  -- 60+ day Delinquency: 29.66%;
  -- Realized Losses to date (% of Original Balance): 1.63%;
  -- Expected Remaining Losses (% of Current Balance): 17.23%;
  -- Cumulative Expected Losses (% of Original Balance): 7.88%.

Series 2005-E
  -- $696.4 million class A affirmed at 'AAA'
     (BL: 53.38, LCR: 2.60);

  -- $86.7 million class M-1 affirmed at 'AA+'
     (BL: 45.10, LCR: 2.20);

  -- $80.1 million class M-2 affirmed at 'AA'
     (BL: 39.30, LCR: 1.92);

  -- $53.8 million class M-3 downgraded to 'A+' from 'AA-'
     (BL: 35.09, LCR: 1.71);

  -- $38.4 million class M-4 downgraded to 'A' from 'A+'
     (BL: 31.95, LCR: 1.56);

  -- $38.4 million class M-5 downgraded to 'A-' from 'A'
     (BL: 28.78, LCR: 1.40);

  -- $34.0 million class M-6 downgraded to 'BBB' from 'A-'
     (BL: 25.86, LCR: 1.26);

  -- $34.0 million class M-7 downgraded to 'BBB-' from 'BBB+'
     (BL: 22.74, LCR: 1.11);

  -- $25.2 million class M-8 downgraded to 'BB' from 'BBB+'
     (BL: 20.49, LCR: 1.00);

  -- $27.4 million class M-9 downgraded to 'B' from 'BBB'
     (BL: 18.23, LCR: 0.89);

  -- $25.2 million class B-1 downgraded to 'B' from 'BBB-'
     (BL: 16.36, LCR: 0.80);
  -- $5.5 million class B-2A downgraded to 'C/DR5' from 'BB+';
  -- $5.0 million class B-2B downgraded to 'C/DR5' from 'BB+';
  -- $5.0 million class B-2C downgraded to 'C/DR5' from 'BB+';
  -- $7.5 million class B-2D downgraded to 'C/DR5' from 'BB+'.

Deal Summary
  -- Originators: 100% Fremont Investment & Loan;
  -- 60+ day Delinquency: 28.72%;
  -- Realized Losses to date (% of Original Balance): 1.56%;
  -- Expected Remaining Losses (% of Current Balance): 20.51%;
  -- Cumulative Expected Losses (% of Original Balance):
     13.07%.

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.


GENERAL CABLE: Gregory Kenny Steps Down as President and CEO
------------------------------------------------------------
General Cable Corp. disclosed in a regulatory 8-K filing with the
Securities and Exchange Commission dated Dec. 21, 2007, that
Gregory B. Kenny, president and chief executive officer and a
Director, of the company has terminated his existing employment
agreement and change-in-control agreement with General Cable
effective Dec. 31, 2007.

Mr. Kenny's employment agreement was entered into on Oct. 18,
1999, with a three-year term subject to one-year extensions and
has been amended since that date principally to reflect changes in
his officer positions and responsibilities.  Mr. Kenny's change-
in-control agreement was entered into on Oct. 18, 1999, and was
amended and restated on April 28, 2000.

In addition to terminating Mr. Kenny's employment and change-in-
control agreements, the Termination Agreement provides that
Mr. Kenny will receive a salary and incentive compensation as
determined by the Board's Compensation Committee as well as
employee benefits which similarly situated General Cable employees
are eligible to receive.  Mr. Kenny also agreed in the Termination
Agreement to certain noncompetition and nonsolicitation
provisions.

The company further disclosed to the SEC that Robert J. Siverd,
executive vice president, general counsel and secretary, likewise
terminated his existing employment agreement and change-in-control
agreement with General Cable effective Dec. 31, 2007.  In addition
to terminating his employment and change-in-control agreements,
the Siverd Termination Agreement provides that Mr. Siverd will
receive a salary and incentive compensation as determined by the
Board's Compensation Committee as well as employee benefits which
similarly situated General Cable employees are eligible to
receive.  Mr. Siverd also agreed in his Termination Agreement to
certain noncompetition and nonsolicitation provisions.

In addition Brian J. Robinson, senior vice president and chief
financial officer, entered into a Novation Agreement with General
Cable effective Dec. 31, 2007, under which Mr. Robinson releases
his right to receive severance payments under his Letter Agreement
of Sept. 14, 2003, in exchange for participation under the
Severance Plan.  Mr. Robinson also agreed in his Novation
Agreement to certain noncompetition and nonsolicitation terms set
forth in that Novation Agreement.

                       About General Cable

Headquartered in Highland Heights, Kentucky, General Cable
Corporation (NYSE: BGC) -- http://www.generalcable.com/-- makes
aluminum, copper, and fiber-optic wire and cable products.  It
has three operating segments: industrial and specialty (wire and
cable products conduct electrical current for industrial and
commercial power and control applications); energy (cables used
for low-, medium- and high-voltage power distribution and power
transmission products); and communications (wire for low-voltage
signals for voice, data, video, and control applications).
Brand names include Carol and Brand Rex.  It also produces power
cables, automotive wire, mining cables, and custom-designed
cables for medical equipment and other products.  General Cable
has locations in China, Australia, France, Brazil, the Dominican
Republic and Spain.

                          *     *     *

As reported in the Troubled Company Reporter on Sept. 19, 2007,
Standard & Poor's Ratings Services affirmed its 'BB-' corporate
credit rating on General Cable Corp.  The outlook is stable.


GEORGIA-PACIFIC: Fitch Holds Low-B Ratings with Stable Outlook
--------------------------------------------------------------
Fitch Ratings has affirmed Georgia-Pacific LLC's ratings as:

  -- Issuer Default Rating 'B+';
  -- Senior unsecured 'B+/RR4';
  -- Senior secured revolver 'BB/RR2';
  -- First lien term loan. 'BB'/RR2';

The Rating Outlook is Stable.

Although earnings will be modestly softer than last year, debt
levels will not have noticeably grown by year-end (around an
estimated 5.2 times EBITDA), and as a consequence 2007's financial
metrics will not have changed too much from year-end 2006.  The
year-over-year decline in Fitch's earnings estimates for GP is the
product of cost inflation and price attrition in GP's tissue and
towel business compounded by industry-wide earnings problems in
lumber, wood panels and gypsum wallboard.  A good season in
corrugated packaging and market and fluff pulp helped stem the
earning's erosion.

Cash flow through much of 2007 has been opportunistically directed
to business investment which detracted from debt reduction.  GP
installed a new through-air-dry tissue machine in Wauna, Oregon
and built a new gypsum plant in Savannah, Georgia in addition to
buying three sawmills and four plywood plants from International
Paper Co. and Smurfit-Stone Container Corp.'s Brewton, Alabama
linerboard mill.

Fitch's prognosis is for a marginally better 2008.  Retail price
increases for tissue products have been announced by Procter &
Gamble Co., Kimberly-Clark Corporation and GP.  Although cost
driven, a larger chunk of this domestic price increase should fall
to GP's bottom line aided by backward integration into the
manufacture of feedstock pulp.  Next year should also be a good
year for pulp and corrugated packaging earnings with increased
volumes from Brewton.  GP's building products line is not expected
to weaken earnings much further due to industry-wide supply
curtailments taking place that should end price erosion.

The resulting increase in GP's cash flow in 2008 could return
financial leverage back to levels seen at the end of 2006,
exclusive of further large acquisitions, and is the rationale
behind Fitch's rating affirmation.

GP was taken private in 2005 by Koch Industries, Inc. in a
transaction valued at just over $21 billion.  GP produces a wide
variety of products: consumer tissue, disposable tableware,
lumber, plywood, OSB, gypsum wallboard, corrugated packaging, and
uncoated freesheet.  The company is either number one, two or
three in most of these markets.


GIRASOLAR INC: Posts $482,501 Net Loss in Third Quarter
-------------------------------------------------------
GiraSolar Inc. reported a net loss of $482,501 on revenue of
$2.7 million for the third quarter ended Sept. 30, 2007, compared
with a net loss of $205,663 on revenue of $15.3 million in the
same period last year.

Revenue for the third quarter for 2007 was mainly generated
through business to business channels in the EU, which is the
world largest solar market with 66% market share on yearly
installed system basis.

The significant decrease in revenue is partly attributed to
decreased sales of silicon and derivate products as well as slower
than expected market development in key markets like Spain and
Greece and generally reducing sales in Germany, which formerly was
the driving force behind solar market growth.  Additionally the
company has chosen to divert working capital to infrastructural
improvements in target areas, to R&D and to legal and accounting.

The company generated gross profit for the quarter ending
Sept. 30, 2007, of $388,547, or approximately 14.2% of revenue.
Gross profit for the third quarter of 2006 was $63,560, or
approximately 0.42% of revenue.  The company attributes this
increase to the higher percentage of sales derived from end-
products such as solar modules and BOS components and to its lower
volume of silicon and derivates sales.

The increase in net loss was mainly caused by the company's
decrease in revenue, increase in selling, general and
administrative expenses, increase in direct R&D expenses to
$61,540 and a loss of $123,304 on a derivative liability.

Revenue for the nine months ended Sept. 30, 2007, fell to
$15.8 million from revenue of $51.9 million during the same period
last year.  Net loss rose to $1.0 million versus a net loss of
$321,184 during the first nine months of 2006.

                        Capital Resources

The company has historically financed its operations through the
sale of stock and loans from an officer.  During the three month
period ending Sept. 30, 2007, the company secured debt financing
up to $200,000 from an officer of one of its subsidiaries, one of
its subsidiaries, and an independent third party.  Financing has
been on terms the company deems acceptable.  The terms of the
agreement do not require the company to make immediate repayments
and provide that the company, at its option, may repay the
principal or interest in shares of restricted stock at a moderate
discount to market pricing or in cash or a combination of both.

                          Balance Sheet

At Sept. 30, 2007, the company's consolidated balance sheet showed
$10.7 million in total assets, $7.4 million in total liabilities,
and $3.3 million in total stockholders' equity.

The company's consolidated balance sheet at Sept. 30, 2007, also
showed strained liquidity with $4.3 million in total current
assets available to paya $7.4 million in total current
liabilities.

Full-text copies of the company's consolidated financial
statements for the quarter and nine months ended Sept. 30, 2007,
are available for free at http://researcharchives.com/t/s?26a0

                       Going Concern Doubt

The company incurred a net loss for the nine months ended
Sept. 30, 2007 of $1.0 million and at Sept. 30, 2007, had an
accumulated deficit of $4.8 million and a working capital deficit
of $3.1 million.  These conditions raise substantial doubt as to
the company's ability to continue as a going concern.

                         About GiraSolar

Based in the Ann Arbor, Mich., GiraSolar Inc. (OTC: GRSR.PK) is a
broad based solar energy company.  Through GiraSolar BV, its
operational hub in the Netherlands, the company is involved in
solar energy product manufacturing, component and system
engineering and project development, as well as specific R&D
activities.


GLACIER FUNDING: Poor Credit Quality Cues Moody's Ratings Review
----------------------------------------------------------------
Moody's Investor Services placed on review for possible downgrade
these notes issued by Glacier Funding CDO III, Ltd.:

Class Description: $42,750,000 Class B Third Priority Senior
Secured Floating Rate Notes due November 2041

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

Class Description: $25,500,000 Class C Fourth Priority Mezzanine
Secured Deferrable Floating Rate Notes due November 2041

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

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

Class Description: $3,000,000 Class D Fifth Priority Mezzanine
Secured Floating Rate Notes due November 2041

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

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


GLACIER FUNDING: Moody's Junks Rating on Class D Notes from Ba2
---------------------------------------------------------------
Moody's Investors Service placed these notes issued by Glacier
Funding CDO II, Ltd. on review for possible downgrade:

Class Description: $70,000,000 Class A-2 Second Priority Senior
Secured Floating Rate Notes due November 2042

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

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

Class Description: $65,750,000 Class B Third Priority Senior
Secured Floating Rate Notes due November 2042

  -- Prior Rating: Aa2
  -- Current Rating: Baa2, on review for possible downgrade

Class Description: $20,250,000 Class C Fourth Priority Mezzanine
Secured Floating Rate Notes due November 2042

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

Class Description: $4,000,000 Class D Fifth Priority Mezzanine
Secured Floating Rate Notes due November 2042

  -- Prior Rating: Ba2
  -- Current Rating: Caa2, on review for possible downgrade

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


GMAC COMMERCIAL: Fitch Affirms 'B-' Rating on $4.8MM Certs.
-----------------------------------------------------------
Fitch Ratings affirms GMAC Commercial Mortgage Securities, Inc.'s
commercial mortgage pass-through certificates, series 2003-C2, as:

  -- $485.7 million class A-1 at 'AAA';
  -- $471.6 million class A-2 at 'AAA';
  -- Interest-only class X-1 at 'AAA';
  -- Interest-only class X-2 at 'AAA';
  -- $40.3 million class B at 'AAA';
  -- $16.1 million class C at 'AAA';
  -- $30.7 million class D at 'AAA';
  -- $16.1 million class E to 'AAA';
  -- $21 million class F to 'AA+';
  -- $11.3 million class G at 'AA';
  -- $16.1 million class H at 'A';
  -- $21 million class J at 'BBB+';
  -- $8.1 million class K at 'BBB';
  -- $8.1 million class L at 'BBB-';
  -- $9.7 million class M at 'B+';
  -- $4.8 million class N at 'B';
  -- $4.8 million class O at 'B-'.

Fitch does not rate the $21 million class P certificates.

Although the transaction has had 8% defeasance since the last
Fitch rating action, affirmations are warranted due to the high
percentage of Fitch loans of concern (10.6%).  In total 26 loans
(42%) have defeased, including four (17.5%) of the top 10 loans in
the pool.  As of the December 2007 distribution date, the pool has
paid down 8% to $1.19 billion from $1.29 billion at issuance.

The largest non-defeased loan is a Fitch loan of concern (3.9%).
The loan is collateralized by a 420-unit multifamily property in
Novi, Michigan, that reported a year end 2006 debt service
coverage ratio of 0.89 times.  Occupancy as of June 2007 improved
slightly to 78% from year end 2006 of 65%.

Currently one asset, a 306-unit multifamily property in Fenton,
Michigan, transferred to special servicing in October 2007 due to
monetary default (1.4%).  Occupancy as of June 2007 was 97%.  The
special servicer has ordered a property condition report and may
proceed with a deed-in-lieu of foreclosure if the loan is not
brought current.

Fitch reviewed the shadow ratings of the DDR Portfolio (3.7%) and
the Boulevard Mall (3.8%); the John Hancock Tower (6.3%), the
largest loan in the pool and also a shadow rated loan, has fully
defeased.

The DDR Portfolio (3.7%) is secured by 10 retail properties
totaling 2.9 million square feet located across eight states.  The
whole loan consists of three pari passu notes, with only one note
included in the trust.  Occupancy was 89% as of
Sept. 2007 compared to 92.6% at issuance; however Fitch net cash
flow remained stable.  The loan is scheduled to mature in March
2008.

The Boulevard Mall is a 1.2 million sf regional mall in Las Vegas,
Nevada of which 587,170 sf serve as collateral for the loan.  The
Boulevard Mall whole loan consists of two pari passu notes and a
junior note, with only the A-2 pari passu note included in the
trust.  Total occupancy as of Sept. 2007 increased to 99.2% from
92.6% at issuance.


GMAC COMMERCIAL: Fitch Holds 'B+' Rating on $8.8MM Certificates
---------------------------------------------------------------
Fitch Ratings has affirmed GMAC Commercial Mortgage Securities
Inc.'s mortgage pass-through certificates, series 2000-C1, as:

  -- $521 million class A-2 at 'AAA';
  -- Interest-only class X at 'AAA';
  -- $37.4 million class B at 'AAA';
  -- $41.8 million class C at 'AAA';
  -- $8.8 million class D at 'AAA';
  -- $30.8 million class E at 'AAA';
  -- $15.4 million class F at 'AAA';
  -- $22 million class G at 'A+';
  -- $15.4 million class H at 'BBB';
  -- $6.6 million class J at 'BB+';
  -- $8.8 million class K at 'B+'.

The $8.4 million class L remains at 'CCC/DR3' and classes M and N
have been reduced to zero due to realized losses.  Fitch does not
rate the zero balance class O and class A-1 has paid in full.

Since the last Fitch rating action, 12% of the pool has defeased
providing increased credit enhancement to the senior classes.  The
transaction is affirmed due to the presence of 14 Fitch loans of
concern (5.2%), including one loan (0.7%), an industrial property
in Houston, Texas, that is 60 days delinquent.

As of the December 2007 distribution date, the transaction's
aggregate principal balance has decreased 19% to $716.4 million
from $879.9 million at issuance.

In total 58 loans (60%) have defeased, including Equity Inns
Portfolio (5.6%), a shadow rated loan.

Of the remaining 66 non-defeased loans, 70% matures in 2009 and
27% matures in 2010.  The non-defeased weighted average coupon
rate is 8.3%.


HELIX ENERGY: Completes $550 Mil. Offering of 9.5% Senior Notes
---------------------------------------------------------------
Helix Energy Solutions has closed its private offering of
$550 million of its 9.5% Senior Notes due 2016.  Certain of
Helix's subsidiaries fully and unconditionally guarantee the
notes.

Helix Energy Solutions used the net proceeds of the offering to
repay outstanding indebtedness under its senior secured credit
facilities.

Contemporaneously with the consummation of the offering of the
notes, Helix and the lenders under its existing senior secured
credit facilities amended certain provisions of such facilities.

Headquartered in Houston, Texas, Helix Energy Solutions (NYSE:HLX)
-- http://www.helixesg.com/-- is an offshore energy company that
provides development solutions and other key life of field
services to the open energy market well as to the company's own
oil and gas business unit.

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 12, 2007,
Moody's Investors Service assigned B3 (LGD4, 68%) rating to
Helix Energy Solutions Group Inc.'s $500 million of fixed and
floating rate senior unsecured notes.  Simultaneously,
Moody's upgraded Helix's existing term loan B and senior secured
revolving credit facility ratings to Ba2 (LGD 2, 20%) from B1 (LGD
3, 37%) and affirmed the company's B2 corporate family rating and
B2 probability of default rating.  Moody's is also assigning a
speculative grade liquidity rating of SGL-3.  The outlook was
changed to positive from stable.

As reported in the Troubled Company Reporter on Dec. 11, 2007,
Standard & Poor's Ratings Services affirmed its existing ratings,
including the 'BB-' corporate credit rating, on Helix Energy
Solutions Group. Inc. and assigned its 'B+' senior unsecured
rating to $500 million in fixed-rate notes due 2015 and floating-
rate notes due 2014.  The outlook is stable.


HIGHLANDS INSURANCE: Ch. 15 Recognition Hearing Set for Jan. 22
---------------------------------------------------------------
The United States Bankruptcy Court for the Southern District of
New York will convene a hearing at 2:00 p.m., on Jan. 22, 2208, to
consider objections and responses to a chapter 15 petition filed
by Dan Yoram Schwarzmann and Mark Charles Batten of
PricewaterhouseCoopers LLP, in their capacity as Court-appointed
joint administrators of Highlands Insurance Co. (U.K.) Ltd.

The hearing will be held before the Honorable Martin Glenn at One
Bowling Green, in New York City.

Highlands Insurance Co. (U.K.), Ltd. filed for Chapter 15 (S.D.
N.Y. Case No. 07-13970) on Dec. 18, 2007, through its duly
authorized foreign representative.  Sara M. Tapinekis, Esq., of
Clifford Chance US LLP, represents the Highlands petitioners.
When the company filed for Chapter 15, they listed assets between
$50 million and $100 million and debts of more than $100 million.


HOLLADAY HOUSE: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Holladay House Inc./The
        P.O. Box 236
        Studley, VA 23162

Bankruptcy Case No.: 07-34887

Chapter 11 Petition Date: December 21, 2007

Court: Eastern District of Virginia (Richmond)

Judge: Kevin R. Huennekens

Debtor's Counsel: Roy M. Terry, Jr., Esq.
                  DurretteBradshaw, PLC
                  600 E. Main Street, 20th Floor
                  Richmond, VA 23219
                  Tel: (804) 775-6948
                  Fax: (804) 775-6911
                  http://www.durrettebradshaw.com/

Estimated Assets: $500,000 to $1 million

Estimated Debts: $1 million to $10 million

Debtor's 20 Largest Unsecured Creditors:

   Entity                                            Claim Amount
   ------                                            ------------
   Richard L. Plunkett                               $262,000
   P.O. Box 216
   Studley, VA 23162

   Broyhill Furniture Industries                     $209,708
   P.O. Box 536753
   Atlanta, GA 30353-6753

   D.M. Reid Associates, Ltd.                        $100,000
   Mid-Atlantic
   50 Grove Street, #227
   Salem, MA 01970

   Lane Furniture Industries                         $38,566

   Springwall                                        $25,075

   WRIC TV8                                          $21,605

   Huntington Furniture                              $19,857

   Cox Radio, Inc.                                   $19,707

   Yellow Book USA                                   $19,071

   Hooker                                            $18,220

   Stein World, LLC                                  $18,172

   Clear Channel                                     $16,325

   Vaughan Bassett                                   $14,695

   Alan and Charlotte Jones                          $14,498

   Spears Mattress Company                           $13,833

   Friendship Upholstery                             $13,028

   BB&T/Liberty Furniture                            $12,773

   Capital Business Credit LLC                       $10,951

   Rare Collections                                  $10,903

   Lea Industries                                    $9,785


HOPE SHELTER: Case Summary & 14 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Hope Shelter, Inc.
        15906 Telge Road
        Cypress, TX 77429

Bankruptcy Case No.: 07-38761

Type of Business: The Debtor is a residential therapeutic
                  treatment center.  The Debtor is a non-profit
                  organization that caters neglected children
                  and adults.
                  See: http://hopeshelter-rtc.com/

Chapter 11 Petition Date: December 24, 2007

Court: Southern District of Texas (Houston)

Judge: Marvin Isgur

Debtor's Counsel: Barbara Mincey Rogers, Esq.
                  Rogers, Anderson & Bensey, PLLC
                  2200 North Loop West, Suite 310
                  Houston, TX 77018
                  Tel: (713) 957-0100
                  Fax: (713) 957-0105
                  http://www.att.net

Total Assets: $1,554,474

Total Debts: $276,642

Debtor's 14 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Neuro Services                 services              $1,500
3620 Woodchase, Ste 110
Houston, TX 77042

Gulf Coast Security, Inc.      services              $1,200
1511 Upland, Ste 103
Houston, TX 77043

Hi-Tech Pest Control           services              $1,000
1302 Antigua Lane
Nassau Bay, TX 77058

First Insurance Funding Corp.  services              $907

Proactive Training Serv.       services              $700

Waste Management               services              $638

Copyfix                        services              $630

George Mays                    services              $600

American International Co.     services              $517

Fousseni Sanago                services              $506

Personnel Policy Service       services              $447
Inc.

Direct TV                      services              $318

Progressive Business           services              $230

Patrick Hoskins                legal services        $230


IMPAC MORTGAGE: Net Loss Rises to $1.2BB in Qtr. Ended Sept. 30
---------------------------------------------------------------
Impac Mortgage Holdings Inc. reported net loss of $1.2 billion for
the third quarter ended Sept. 30, 2007, as compared to a net loss
of $127.7 million for the third quarter 2006.

The net loss was the result of a $789.4 million provision
for loan losses as a result of deteriorating market conditions,
higher delinquencies and higher severities.  Included in the net
loss was a mark-to-market loss on the fair value of derivatives
whereby the company records a change in fair value of its
derivatives as a loss or gain in the current period, which during
the third quarter 2007 was a loss of $137.6 million as compared to
a loss of $150.1 million during the third quarter 2006.

The net loss for the first nine months of 2007 was $1.5 billion,
compared to $15.8 million for the first nine months of 2006.

The increase in the net loss was due to a $628.3 million increase
in provision for loan losses, and a $190.9 million loss on the
change in fair value and realized losses from derivative
instruments.  In addition the company incurred a $27.5 million
loss on the disposition of the loans, a $22.2 million increase in
provision for real estate owned losses and a $9.6 million decrease
in realized gains from derivative instruments, recorded in non-
interest income.

The loss from discontinued operations increased by $161.1 million,
the result of a $88.9 million increase in the lower of cost of
market losses recorded due to the decline in value of the mortgage
loans held-for-sale, and a $42.7 million unfavorable change in
losses from loan sales which resulted in $48.3 million of losses
compared to $3.3 million of gains in the second quarter of 2007.

                Liquidity and Capital Resources

As of Sept. 30, 2007, the company's largest liquidity usage was
the margin calls required on its remaining reverse repurchase
lines of credit.  The company's usage of liquidity in order of
significance consisted of:

   -- meeting margin call requirements on loans held-for-sale,
   -- settling obligations related to the company's repurchase
      obligations, and
   -- normal payroll, lease obligations and other operating
      expenditures.

The company related that current cash balances, short-term
investments, current financing facilities, excess cash flows
generated from its long-term mortgage portfolio, and master
servicing fees will provide for projected funding needs.

At Sept. 30, 2007, the company's balance sheet showed total assets
of $19.41 billion and total liabilities of
$19.90 billion resulting to a total shareholders' deficit of
$0.49 billion.

"Conditions in the secondary market significantly worsened during
the third quarter, as investor concerns of non- conforming asset
quality accelerated and the United States housing market continued
to weaken," Joseph R. Tomkinson, chairman and chief executive
officer of Impac Mortgage Holdings Inc. commented.  "These
conditions have created the most hostile mortgage environment I
have seen during my career in the mortgage industry.  However,
with that being said I want to confirm that we believe that we
have taken the appropriate steps to address current market
conditions."

The company is implementing these steps:

   a) Eliminate margin call exposure on its reverse repurchase
      lines.  The company has substantially reduced its reverse
      repurchase lines of credit from $924 million at Sept. 30,
      2007 to approximately $337 million at Dec. 18, 2007.
      For one of the two lines, the company is only funding
      loans eligible for sale to government agencies and the
      company expects to wind down this credit facility over
      the next 90 days.  With respect to the other credit
      facility, the company is working with its lender to
      reduce its exposure by refinancing loans or selling off
      individual loans or pools of loans.

   b) Generate sufficient cash flows to support ongoing
      business operations.  The company has closed
      substantially all of its mortgage operations, with the
      exception of a small retail platform.  It has also
      discontinued its warehouse lending operations and
      commercial operations.  Through the discontinuation of
      certain business operations and the lay off of employees
      by year end 2007, the company is in the process of
      significantly reducing its operating and personnel
      expenses.  In addition, the company has been working to
      reduce its long term contingencies or leasing obligations
      through the negotiation of subleasing and lease
      terminations which should be rectified by the end of the
      second quarter 2008.

   c) Seek to improve performance of the long term investment
      portfolio.  The company is working with sub-servicers and
      directly with borrowers through loss mitigation and
      default management strategies, to improve projected cash
      flows and mitigate delinquencies in the long term
      investment portfolio which totaled approximately
      $18.7 billion at Sept. 30, 2007.  These strategies
      include, forbearance plans or loan modifications which
      assist qualified delinquent borrowers by modifying
      interest rates or delaying the reset of initially
      adjusting variable interest rate loans; an aggressive
      focus on front end collections; preemptive contact with
      borrowers about to reset; and closely monitoring
      performance against metrics.

   d) Address stockholders' deficit.  The company added
      approximately $790 million to its allowance for loan loss
      for the third quarter, as a result of continued
      deterioration in the real estate market during the third
      quarter.  The company plans to adopt FAS 159 on Jan. 1,
      2008.

"Clearly, I am deeply disappointed by our financial results," Mr.
Tomkinson concluded.  "However, I would like to assure our
investors that we are working diligently to restructure our
organization.  Based on projected prepayment and loan loss
assumptions and barring any unanticipated events, we believe that
our projected total annual gross cash flows should provide
sufficient liquidity to meet our projected overhead of the
operations beginning in the second quarter 2008.  Once operating
expenses are in line with projected cash flows our goal is to
employ free cash flows to rebuild out organization though
alternative investments and/or strategic opportunities."

                  About Impac Mortgage Holdings

Headquartered in Irvine, California, Impac Mortgage Holdings Inc.
(NYSE: IMH) -- http://www.impaccompanies.com/--  is a mortgage
REIT, which through its Long Term Investment Operations is
primarily invested in non-conforming Alt A mortgage loans (Alt-A)
and to a lesser extent small balance commercial and multi-family
loans.  The company also operates a significantly reduced Mortgage
Operations, which acquires, originates and sells conforming loans
that are eligible for sale to government sponsored agencies.  The
company is organized as a REIT for tax purposes, which generally
allows it to pass through earnings to stockholders without federal
income tax at the corporate level.

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 16, 2007,
Impac Mortgage disclosed in a Securities and Exchange Commission,
that it received a notice of event of default.  At Sept. 30, 2007,
the outstanding balance of the reverse repurchase facility with
UBS Real Estate Securities Inc. and the warehouse facility with
Colonial Bank was an aggregate of $407 million.

Pursuant to the terms of each arrangement, the company was in
technical default under certain income and tangible net worth
covenants.  The company has requested a waiver of default from
each these lenders, and has not received the waivers as of
Nov. 13, 2007.


INTERSTATE BAKERIES: Ct. Denies Appeal Asking Yucaipa to File Plan
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Missouri
issued a memorandum order denying request of Interstate Bakeries
and eight of its subsidiaries and affiliates to require Yucaipa
Companies, LLC, and the International Brotherhood of Teamsters to
file on or before Jan. 3, 2008, a plan of reorganization and
disclosure statement, both of which should contain "certain
minimum details," finding that "the motion seeks the shortened
timeline for only Yucaipa and the [Teamsters], and not for any
other party."

In his three-page Memorandum Order, dated Dec. 21, 2007, the
Honorable Jerry Venters stated that he understands that the
Debtors and their attorneys are frustrated at the lack of a
detailed and substantive offer from Yucaipa and at the refusal of
the Teamsters to talk with anyone other than Yucaipa.  "That
frustration does not, however, warrant the issuance of an
extraordinary order compelling Yucaipa and the [Teamsters] to
file a proposed plan of reorganization and disclosure statement
within 14 days -- or else be prohibited from later filing such
papers.  Such an ultimatum would be wholly unwarranted,
particularly under the present circumstances," according to the
Memorandum Order.

Judge Venters cited that, for the last three years, the Debtors
have sought and maintained the exclusive right to file a plan of
reorganization, and that the present schedule for the submission
of proposals for the reorganization or sale of the company is the
schedule established by the Debtors.

"For that reason alone," Judge Venters said, "the Debtors are in
no position to complain about the absence of bids or proposals at
this juncture, and they are certainly in no position to demand
that potential bidders be put under an expedited and totally
unreasonable deadline because of their frustrations with the
[Teamsters]."

Judge Venters believes that the Teamsters' strategy of dealing
exclusively with Yucaipa and repeatedly stating that it would
prefer liquidation to a deal with the Debtors is not in the best
interests of all parties.  "Nonetheless, the [Teamsters] is
entitled to pursue whatever strategy it deems best and to talk
(or not talk) to whomever it pleases, just as any other party or
concerned group is entitled to do."

As a general proposition, the Court undoubtedly has the power
under Section 105(d) to set an expedited deadline for the
submission of competing proposals, Judge Venters stated. However,
he added, it would be "arbitrary, capricious, and totally
unreasonable for the Court to do so under the present
circumstances, particularly on the basis of an emergency motion
filed just 14 days before the requested deadline."

"If Yucaipa and the [Teamsters] fail to submit a meaningful or
valid proposal, and if the Court approves the Debtors' disclosure
statement at the end of January -- as it is inclined to do --
perhaps the Debtors and the [Teamsters] will be able to work out
their differences.  Until then, the Debtor has set the schedule;
now it must live with it," the Memorandum Order further states.

                           IBC's Request

Paul M. Hoffman, Esq., at Stinson Morrison Hecker LLP, in Kansas
City, Missouri, related, on the Debtors' behalf, that Yucaipa and
the Teamsters submitted, as reported in the Troubled Company
Reporter on Dec. 14, 2007, a preliminary indication of interest
describing a "possible plan of reorganization" of Debtors.  The
Submission states, in relevant part, that "[the Teamsters agrees
that it will work exclusively with Yucaipa to consummate the
transactions described herein until such time as Yucaipa notifies
[the Teamsters] that Yucaipa has determined not to pursue such
transactions."

Mr. Hoffman told Judge Venters that, while the Debtors are pleased
that Yucaipa and the Teamsters continue to express interest in the
Debtors' emergence from Chapter 11, the Submission did not address
certain issues as to:

   (a) Yucaipa's or the Teamsters' apparent alternative business
       plan;

   (b) whether Yucaipa and the Teamsters have committed
       financing;

   (c) how much will be distributed to unsecured creditors;

   (d) what capital structure is proposed for the Debtors;

   (e) what concessions, if any, the Teamsters has agreed to
       make; and

   (f) what agreement, if any, has been reached with the other
       unions that represent more than 11,000 IBC employees.

The Teamsters Exclusivity Provision in the Submission appears to
prohibit the union from discussing any alternative transaction
with the Debtors or any other party, including, but not limited
to, Silver Point Capital, LLC, and 95% of the prepetition senior
secured lenders, Mr. Hoffman stated.  He noted that, since
December 13 up to the December 20 filing of IBC's Motion, the
Teamsters had declined to discuss any alternative transaction
with the Debtors or, to the  Debtors' knowledge, any other party
except Yucaipa.

Pursuant to the case management procedures established in the
Debtors' cases, the deadline for the Debtors to file a motion to
approve procedures to solicit votes on the Plan is fixed January
9.  In accordance with the Plan Funding Order and the Alternative
Proposal Procedures, dated November 7, the Court established
January 15 as the deadline for any other party-in-interest to
submit a Final Proposal.

Mr. Hoffman contended that the Teamsters Exclusivity Provision has
"impeded the ability of the Debtors and any other party to
continue pursuing the Alternative Proposal Procedures and meet
the deadlines."  He further asserted that the Debtors' request is
designed to eliminate the effect of the Exclusivity Provision in
the event that Yucaipa and the Teamsters fail to finalize all
material terms of the transactions described in the Submission
and propose a plan of reorganization in a timely manner.

"Since the Submission appears to contemplate using some business
plan other than the one proposed by the Debtors, the only way to
finalize any proposal from Yucaipa and/or the [Teamsters] is to
set a deadline for Yucaipa and/or the [Teamsters] to file a plan
and disclosure statement in these cases," Mr. Hoffman tells Judge
Venters.

Moreover, Mr. Hoffman averred, to implement the Plan Funding Order
and maintain the integrity of the Alternative Proposal Process,
any such plan and disclosure statement must include terms and
conditions which satisfy the Final Proposal requirements in the
Alternative Proposal Procedures, including appropriate terms and
conditions to address the Initial Issues.

Mr. Hoffman added that, in the event that Yucaipa and the
Teamsters do not file a plan and disclosure statement by January
3, or if they file a plan and disclosure statement that does not
contain the Minimum Details, they should be prohibited from
filing a plan of reorganization or from proceeding on any plan of
reorganization that they have filed absent further Court order.

According to Mr. Hoffman, the IBC Plan was filed within the
period during which the Debtors had the exclusive right to file a
plan of reorganization.  He said the Debtors have the exclusive
right to solicit acceptances and rejections with respect to the
Plan through January 7.  During the Plan Solicitation Period,
other parties are effectively prohibited from filing a competing
plan of reorganization.

In light of the requested relief, the Debtors agreed to the
modification of the Plan Solicitation Period so as to permit
filing of a plan of reorganization and accompanying disclosure
statement by Yucaipa and the Teamsters.

The Debtors expected Yucaipa and the Teamsters to refute that the
timing constrains are of the Debtors' own making in part due to
their allegation that the Debtors prevented Yucaipa from
receiving access to confidential non-public information from
approximately August until November.

In its objection to the approval of the Silver Point Commitment,
Yucaipa described "a fulsome plan of reorganization that it
represented that it would be able to file in three or four weeks
given adequate access to a data room, diligence, materials, plant
visits and management."  That plan, Mr. Hoffman said, was to have
been based not on the Debtors' business plan, but on a different
business plan to be developed jointly by Yucaipa, Grupo Bimbo and
the Teamsters.  He noted that neither Yucaipa nor the Teamsters
allege that Yucaipa has not been given adequate access to due
diligence since mid-November; rather, if Yucaipa and the
Teamsters need more time, it is because Grupo Bimbo, the
strategic partner of the joint proposal for the Debtors that
Yucaipa envisioned when they filed the Yucaipa Objection, has
declined to move forward with a proposal.

"While Grupo Bimbo's departure may be an unfortunate blow to
Yucaipa's and the Teamsters' bidding strategy, it is certainly
not the Debtors' fault nor is it reason to jeopardize the
Debtors' attempts to maximize value in these cases by way of the
Silver Point Commitment and the Alternative Proposal Procedures,"
Mr. Hoffman maintained.

In support of the Debtors' request, JPMorgan Chase Bank, as agent
for the Debtors' prepetition secured lenders, asserted in a Court
filing that Yucaipa "has effectively hijacked the. . .Plan
Funding [process] through its exclusive deal with the Teamsters
that continues until Yucaipa decides to walk away or is unable to
sponsor a Plan. . ."

Absent a deadline for Yucaipa to file the Plan, the Plan Funding
Process will be impeded indefinitely because of the Teamsters
Yucaipa exclusivity arrangement, jeopardizing other interested
bidders' attempts to maximize value in the Debtors' cases, Lisa
A. Epps, Esq., at Spencer Fane Britt & Browne LLP, in Kansas
City, Missouri, said on JPMorgan's behalf.  She added that Yucaipa
should be required to move forward by a certain date if it is
legitimately interested in acquiring IBC.

Moreover, Ms. Epps said, the Alternative Proposal Procedures
clearly contemplate that any party seeking to enter into "an
alternative arrangement transactions" must comply with the
deadlines, among other requirements.

JPMorgan insisted that the the Debtors' successful emergence
depends on bringing finality to Yucaipa's indefinite
"stranglehold" over the Chapter 11 cases, and thus asked the Court
to grant the Debtors' request.

          Yucaipa & Teamsters Want IBC's Request Denied

The Teamsters and Yucaipa have asked Judge Venters to deny
the Debtors' request in its entirety.

"The fundamental flaw in the motion is that it is breathtaking in
its lack of logical coherence," Scott L. Brown, Esq., at Blake &
Uhlig, in Kansas City, stated on the Teamsters' behalf.

Mr. Brown told Judge Venters that the Teamsters, together with
Yucaipa, have worked on a plan of reorganization since early
November, which was not started sooner because of the Debtors'
"resistance to sharing confidential data and the extension of
exclusivity."  Mr. Brown also noted that, the Debtors conclude
that an 80-day period is insufficient for the unions to present a
workable plan, hence, a shorter deadline of January 3 is "more
likely" to produce a plan, or in the alternative, will leave the
Teamsters free to "begin" negotiations on January 3 with another
potential bidder to complete a plan in 27 days.

"This absurd conclusion is an embarrassment to the Debtors," Mr.
Brown contended.  "If the Teamsters cannot produce a plan with a
trusted ally in 80 days, it is risible to believe that they can
do so in 27 days with a complete stranger.  It is also illogical
to truncate the possibility that 40 days of Yucaipa-Teamsters
diligence already spent will produce a plan, by imposing a
shorter, and artificial, deadline that coincides with the annual
holidays of nearly all human cultures."

"By disingenuously giving Yucaipa 'extra' time until January 3,
2008, the motion really seeks to destroy the possibility of any
competing plan," Mr. Brown further said.

Moreover, the Teamsters asserted that Section 105 of the
Bankruptcy Code may not be used to allow the Debtors to escape
their obligations under Section 1113 or under their collective
bargaining agreements.

Representing Yucaipa, Steven N. Cousins, Esq., at Armstrong
Teasdale LLP, in St. Louis, Missouri, argued that the plain
language of Section 105(d) does not support the Debtors' Motion,
since Section 105(d)(2) can only be applied when exclusivity has
been terminated.

According to Mr. Cousins, the Debtors continue to enjoy
exclusivity beyond the deadline for plan filing they seek to
impose on Yucaipa.  He averred that the Debtors cited no case or
statute that requires Yucaipa or the Teamsters to file a plan
within two weeks of the Debtors' voluntary and temporary
termination of the exclusivity period -- and no such case or
statute exists.

Mr. Cousins added that the Debtors' "offensive use" of Section
105(d)(2) to compel Yucaipa and the Teamsters to file a plan on
the Debtors' timetable contravenes the open and level process for
competing plans required by Section 1121.  "The best the Debtors
can do is cite a 'small business' case that vaguely states that a
court can control its own docket so long as the court's
procedures are not inconsistent with the Bankruptcy Code."

"Notably, the Debtors single out Yucaipa and the Teamsters among
all other potential plan proponents for expedited and blatantly
punitive treatment," Mr. Cousins stated.  "Yucaipa may be the only
party capable of reaching a consensual resolution with the
Teamsters, yet if Yucaipa and the Teamsters cannot meet an
arbitrary two week deadline for plan filing the relief sought
would violate Section 1121 by (a) excluding Yucaipa and the
Teamsters alone from the plan process and (b) granting indefinite
exclusivity in favor of the Debtors vis-a-vis Yucaipa and the
Teamsters."

"The inequity of this request alone should compel denial of the
Motion," Mr. Cousins insisted.

                           About IBC

Headquartered in Kansas City, Missouri, Interstate Bakeries
Corporation is a wholesale baker and distributor of fresh-baked
bread and sweet goods, under various national brand names,
including Wonder(R), Baker's Inn(R), Merita(R), Hostess(R) and
Drake's(R).  Currently, IBC employs more than 25,000 people and
operates 45 bakeries, as well as approximately 800 distribution
centers and approximately 800 bakery outlets throughout the
country.

The company and seven of its debtor-affiliates filed for chapter
11 protection on Sept. 22, 2004 (Bankr. W.D. Mo. Case No. 04-
45814).  J. Eric Ivester, Esq., and Samuel S. Ory, Esq., at
Skadden, Arps, Slate, Meagher & Flom LLP represent the Debtors in
their restructuring efforts.  When the Debtors filed for
protection from their creditors, they listed $1,626,425,000 in
total assets and $1,321,713,000 (excluding the $100,000,000 issue
of 6% senior subordinated convertible notes due Aug. 15, 2014) in
total debts.  The Debtors' filed their Chapter 11 Plan and
Disclosure Statement on Nov. 5, 2007.  Their exclusive period to
file a chapter 11 plan expired on November 8.

The Debtors have been been actively seeking higher and better
offers to the proposed financing and plan support agreements and
received interest from multiple parties regarding the opportunity
to invest in the company.  The deadline for investors to submit
initial bids was on November 28 and deadline to submit final bids
is on Jan. 15, 2008.

(Interstate Bakeries Bankruptcy News, Issue No. 81; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or
215/945-7000).


JAMES OLDHAM: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: James D. Oldham, III
        9137 Riverbluff Road
        Millington, TN 38053

Bankruptcy Case No.: 07-32886

Chapter 11 Petition Date: December 21, 2007

Court: Western District of Tennessee (Memphis)

Judge: George W. Emerson Jr.

Debtor's Counsel: Melanie T. Vardaman, Esq.
                  Harris, Jernigan & Geno, P.L.L.C.
                  587 Highland Colony Parkway
                  P.O. Box 3380
                  Ridgeland, MS 39158
                  Tel: (601) 427-0048
                  Fax: (601) 427-0050

Estimated Assets: $1 Million to $10 Million

Estimated Debts:      $50,000 to $1 Million

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


JPMMC 2006-FL2: Loan Performance Cues Fitch to Affirm Ratings
-------------------------------------------------------------
Fitch Ratings affirms these classes of JPMMC 2006-FL2 commercial
mortgage pass-through certificates:

  -- $340.6 million class A-1 at 'AAA';
  -- $298.3 million class A-2 at 'AAA';
  -- $34.1 million class B at 'AA+';
  -- $29.1 million class C at 'AA'
  -- $20.2 million class D at 'AA-',
  -- $22.8 million class E at 'A+';
  -- $22.8 million class F at 'A;
  -- $20.2 million class G at 'A-';
  -- $25.3 million class H at 'BBB+';
  -- $25.3 million class J at 'BBB';
  -- $22.8 million class K at 'BBB-';
  -- $30.3 million class L at 'BBB-';
  -- Interest-only classes X-1, X-2 at AAA.

Fitch also affirms the rake classes as:

  -- $7.4 million class LV-1 at 'BB+';
  -- $2.6 million class LV-2 at 'BB'.

The affirmations are due to the remaining loans' performance being
in line with expectations at issuance.  As of the November 2007
distribution date, the total collateral balance has been reduced
by 39.9% to $901.7 million from $1.5 billion at issuance.  Credit
enhancement, however, has increased only marginally because of the
transaction's modified sequential pay structure.  The structure
provides that 80% of any principal proceeds are allocated to the
class A notes, while the remainder is allocated to classes B
through L.

Since issuance in November 2006 five of the original 16 loans have
paid off: Sawgrass Mills (26.8%), Grand Sierra (6.2%), Ritz-San
Juan (5.9%), and 230 Congress (1.3%).  In addition, one loan,
Woodlands Marriott (2.7%) paid in full in November 2007 and should
be reflected in the December 2007 remittance.

The three largest loans make up 48.1% of the transaction, and all
except one loan in the deal (16.4%) have subordinate debt outside
the transaction.  Ten loans mature in 2008, including one loan
that matured in 2007 and is in its first extension and one loan
matures in 2009.  All have one-year extension options.

The remaining collateral consists of 11 loans listed below in
order of size: RREEF Silicon Valley Portfolio (17%); Lehigh Valley
Mall (16.4%); Doubletree Metropolitan NYC (14.7%); Marina Village
Portfolio (13.9%); Roosevelt Hotel (11.4%); 1111 Marcus Avenue
(9.4%); Menlo Oaks Corporate Center (7%); Hilton Los Cabos (5.7%);
Hilton Mission Valley (2.7%), and SOMA Portfolio (1.9%).

The RREEF Silicon Valley Portfolio is secured by 119 office
buildings located in Silicon Valley, California.  Servicer
reported occupancy at the properties has increased to 71.1% as of
June 30, 2007, up from 69% at issuance while the average rental
rate increased 22.2%.

The Lehigh Valley Mall is secured by a 697,151 square foot
enclosed retail center located in Whitehall, Pennsylvania.  A
120,000 sf life-style center opened at the property in late
October 2007 occupied by Sephora, Ann Taylor, Barne's & Noble, J.
Crew and Pottery Barn.  The loan matured on Aug. 9, 2007 and has
been extended to Aug. 9, 2008.  The loan provides for two
additional one-year extension options.  The A note pooled balance
is $140 million while a $10 million B note collateralizes the
class LV-1 and LV-2 rakes.

The Doubletree Metropolitan is secured by a 755 key, full-service
hotel located in New York, New York.  The trailing 12 month STAR
report as of September 2007 reported occupancy was 94.6% and
revenue per available room of $249.71, an increase of 12.8%
compared to issuance.


JP MORGAN: Stable Performance Cues Fitch to Affirm Ratings
----------------------------------------------------------
Fitch Ratings has affirmed J.P. Morgan Chase Commercial Mortgage
Securities Trust 2006-LDP9 commercial mortgage pass-through
certificates as:

  -- $50.4 million class A-1 at 'AAA';
  -- $139.8 million class A-2 at 'AAA';
  -- $1.653 billion class A-3 at 'AAA';
  -- $697.7 million class A-1A at 'AAA';
  -- $364 million class A-M at 'AAA';
  -- $318.5 million class A-J at 'AAA';
  -- $72.8 million class B at 'AA';
  -- $22.7 million class C at 'AA-';
  -- $50 million class D at 'A';
  -- Interest-only class X at 'AAA';
  -- $129.7 million class A-1S at 'AAA';
  -- $375 million class A-2S at 'AAA';
  -- $200 million class A-2SFL at 'AAA';
  -- $145.2 million class A-3SFL at 'AAA';
  -- $121.4 million class A-MS at 'AAA';
  -- $106.2 million class A-JS at 'AAA';
  -- $24.3 million class B-S at 'AA';
  -- $7.6 million class C-S at 'AA-';
  -- $16.7 million class D-S at 'A';
  -- $40.9 million class E at 'A-';
  -- $40.9 million class F at 'BBB+';
  -- $36.4 million class G at 'BBB';
  -- $45.5 million class H at 'BBB-';
  -- $13.7 million class E-S at 'A-';
  -- $13.7 million class F-S at 'BBB+';
  -- $12.1 million class G-S at 'BBB';
  -- $15.2 million class H-S at 'BBB-';
  -- $18.2 million class J at 'BB+';
  -- $18.2 million class K at 'BB';
  -- $12.1 million class L at 'BB-';
  -- $12.1 million class M at 'B+';
  -- $6.1 million class N at 'B';
  -- $12.1 million class P at 'B-'.

Fitch does not rate the $54.6 million class NR.

The rating affirmations are the result of stable performance and
minimal paydown since issuance.  As of the November 2007
remittance report, the transaction has paid down 1.3% to
$4.845 billion from $4.854 billion at issuance.

There are currently two loans (0.4%) in special servicing which
are 60 days delinquent.  Both loans are owned by the same borrower
and are secured by multifamily properties in Houston, Texas.  The
loans transferred to the special servicer due to imminent default.
The special servicer is currently pursuing foreclosure.  Fitch's
expected losses for both loans will be absorbed by the non-rated
class NR.

Fitch reviewed servicer provided operating statement analysis
reports for the five shadow rated loans (16.5%): The Belnord
(7.7%), Merchandise Mart (3.6%), Centro Heritage Portfolio (3.0%),
Raytheon LAX (1.1%) and Tysons Galleria (1.0%).  Based on their
stable performance since issuance the loans maintain their
investment grade shadow ratings.

The Belnord (7.7%) is a mixed-use property consisting of 215
residential units and 60,514 square feet of retail space located
in the Upper West Side neighborhood of Manhattan, New York.  The
borrower is currently renovating the property and is in the
process of converting the rent controlled/stabilized residential
units and below-market leases on the retail space to market rents.
Occupancy as of June 30, 2007, is 98% compared to 97.2% at
issuance.

Merchandise Mart (3.6%) is a 3.4 million sf trade mart and office
property located in downtown Chicago, Illinois.  Major tenants
include MTS-MM LLC, Banker's Life and Casualty Company (rated
'BBB+', with a Negative Outlook by Fitch) and CCC Information
Services.  The property benefits from the sponsorship of Vornado
Realty Trust (rated 'BBB', with a Stable Outlook), a real estate
investment trust.  Occupancy as of Nov. 13, 2007, has increased to
99.4% from 95% at issuance.

The eighth largest loan in the pool, Centro Heritage Portfolio III
(2.9%), is collateralized by a portfolio consisting of 2.6 million
sf in 14 retail properties located throughout Illinois, Wisconsin,
Iowa, Indiana and Missuori.  The sponsor is Centro Watt America
REIT IGA, a partnership between Australian based Centro Properties
Group (rated 'CCC', and on Rating Watch Negative) and Watt
Commercial Properties of Los Angeles. Occupancy as of Sept. 30,
2007, is 90% compared to 93.6% at issuance.


LB-UBS COMMERCIAL: Fitch Retains Junk Rating on $9.9MM Certs.
-------------------------------------------------------------
Fitch Ratings affirms LB-UBS Commercial Mortgage Trust's
commercial mortgage pass-through certificates, series 2001-C2 as:

  -- $89.2 million class A-1 at 'AAA';
  -- $789.3 million class A-2 at 'AAA';
  -- Interest-Only class X at 'AAA';
  -- $49.5 million class B at 'AAA';
  -- $62.7 million class C at 'AAA';
  -- $16.5 million class D at 'AAA';
  -- $13.2 million class E at 'AAA';
  -- $19.8 million class F at 'AA+';
  -- $16.5 million class G at 'AA-';
  -- $23.1 million class H at 'BBB+'
  -- $14.8 million class J at 'BB+'.
  -- $11.5 million class K at 'BB-';
  -- $9.9 million class L at 'B+';
  -- $13.2 million class M at 'B-/DR1'.

The $6.6 million class N and $3.3 million class P remain at
'C/DR5' and 'C/DR6', respectively.

The $4.6 million class Q is not rated by Fitch.

Fitch affirms all of the classes due to stable performance of the
pool since the last rating action.  As of the December 2007
distribution date, the pool's aggregate certificate balance has
decreased by 16.1% to $1.1 billion from $1.32 billion at issuance.
A total of 43 loans (40%) have fully defeased since issuance.
Twenty-four loans, 18.8% of the pool, are considered loans of
concern.  These include three specially serviced loans (3.4%)
along with other loans with various types of performance issues.

The first two specially serviced assets are secured by two hotel
properties (1.8%) both of which are real estate owned (REO) and
located in Atlanta.  The hotels were renovated, re-flagged, and
are being marketed for sale by the special servicer.  The third
specially serviced loan (1.5%) is secured by a 543,572 square foot
office building in Tulsa, Oklahoma that is 90+ days delinquent.
The loan was transferred to special servicing in November 2005
after the borrower requested a loan modification due to declining
occupancy and rents.  The third specially serviced loan (0.5%) is
secured by a 3,300 sf retail property located in Chicago,
Illinois.  The loan is current.

Losses are expected on the specially serviced assets, which are
anticipated to deplete the balance on class Q and impact classes N
and M.

At issuance, Fitch considered six loans to have investment grade
shadow ratings, two of which are fully defeased: 10950 Tantau
Avenue (2.2%) and Courtyard by Marriott (2.6%).  The four
remaining non-defeased loans maintain investment-grade shadow
ratings: Westfield Shoppingtown Meriden, New Park Mall, 400 Plaza
Drive, and 529 Bryant Street.

The pool's largest loan (6.4%) is secured by 371,688 square feet
of in-line space within the Westfield Shoppingtown Meriden mall
located in Meriden, Connecticut.  The mall is anchored by Macy's,
JC Penney, Sears, Best Buy, and Dick's Sporting Goods (non-
collateral).  As of June 30, 2007, in-line occupancy has decreased
to 84.2% compared to 95.7% at issuance, with total mall occupancy
down to 93.6% from 98.2% at issuance.  The loan's June 2007 Fitch-
adjusted debt-service coverage ratio on net cash flow was 1.58
times, compared to 1.60x at issuance.  Fitch's adjusted NCF is
calculated using a stressed debt service based on the current loan
balance and a hypothetical mortgage constant.  The A-note portion
of the whole loan is held in the trust, while the B-note portion
($36.4 million) is held outside the trust.  Fitch will monitor the
leasing activity at this property.  The loan matures in January
2011.

NewPark Mall (6.1%), the second-largest loan, is secured by
389,682 sf of in-line space within the 1.2 million sf regional
mall located in Newark, California.  As of March 2007, in-line
occupancy had improved to 91% over 88.9% at issuance.  The loan
matures in February 2031.

400 Plaza Drive (1.8%), also known as Hartz Mountain Industries,
is secured by a four-story multi-tenanted office building, located
in Secaucus, New Jersey.  The building was 97.2% occupied as of
Nov. 15, 2007 compared to 100% at issuance.  The loan matures in
February 2031.

529 Bryant Street (1.6%) is secured by a 45,161 sf office building
located in Palo Alto, California.  The property is 100% occupied
by a single tenant, whose lease expires May 2025.  The loan
matures in January 2031.


LEAP WIRELESS: Posts $43 Million Net Loss in Third Quarter of 2007
------------------------------------------------------------------
Leap Wireless International Inc. reported financial and
operational results for the third quarter of 2007.

The company reported a net loss of $43.2 million on $409.6 million
total revenues for the third quarter of 2007, compared to a net
loss of $801,000 on $293.2 million for the corresponding quarter
of the prior year.

The increase in net loss over the prior year period is primarily
attributable to a $12.9 million increase in net interest expense
resulting from an increase in the company's long-term debt and a
change in the company's tax accounting method for amortizing
certain wireless licenses that resulted in accelerated deductions
and other tax benefits and a $24.1 million increase in income tax
expense for accounting purposes.  The change in taxes includes
$19.3 million in one time expenses and is expected to improve the
potential utilization of these tax benefits in future periods.

The company reported service revenues for the third quarter of
$354.5 million, an increase of 47% from the prior year quarter,
driven by a 42% increase in weighted-average customers and an
increase of $1.64 in average monthly service revenue per user.
Operating income for the third quarter of 2007 was $9.4 million
compared to operating income of $7.1 million for the third
quarter of 2006.

"The business delivered strong year-over-year growth in adjusted
OIBDA during the third quarter of 87%, even as the company
successfully moved through a challenging period," Doug Hutcheson,
Leap's CEO, president and acting CFO, said.  "We also achieved an
11% year-over-year increase in gross customer additions that,
while positive, was less than we anticipated.  Looking forward to
our current quarter, the company has seen attractive post-
Thanksgiving results that indicate we are on the right track for
our expected fourth quarter customer additions, reinforcing our
belief that our efforts to drive further return for the business
are progressing as expected.

At Sept. 30, 2007, the company's balance sheet showed total assets
of $4.3 billion and debts of $2.6 billion, resulting in a total
stockholders' equity of $1.7 billion.

                       About Leap Wireless

Based in San Diego, California, Leap Wireless International Inc.
(NASDAQ: LEAP) -- http://www.leapwireless.com/-- provides
unlimited wireless services to a diverse customer base.  The
company and its joint ventures now operate in 23 states and hold
licenses in 35 of the top 50 U.S. markets.

The Company filed for chapter 11 protection on April 13, 2003
(Bankr. S.D. Calif. Case No. 03-03470).  The Honorable Louise
DeCarl Adler entered an order confirming the Company's Fifth
Amended Plan on October 22, 2003, and the Plan took effect on
Aug. 16, 2004.   Judge Adler entered her closure order on June 3,
2005.  Robert A. Klyman, Esq., Michael S. Lurey, Esq.,and Eric D.
Brown, Esq., at Latham and Watkins LLP, represented the Debtors.

                          *     *     *

As reported in the Troubled Company Reporter on Sept. 10, 2007,
Standard & Poor's Ratings Services affirmed its 'B-' corporate
credit rating on Leap Wireless International Inc.


LENOX CDO: Moody's Lowers Rating on Class E-1 Notes to Ba1
----------------------------------------------------------
Moody's Investors Service placed these notes issued by Lenox CDO
Ltd. on review for possible downgrade:

Class Description: $75,000,000 Class A-1J Second Priority Senior
Secured Floating Rate Notes due 2043

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

Class Description: $2,000,000 Class A-2 Third Priority Senior
Secured Floating Rate Notes due 2043

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

Class Description: $31,000,000 Class B-1 Fourth Priority Senior
Secured Floating Rate Notes due 2043

  -- Prior Rating: Aa1
  -- Current Rating: Aa1, on review for possible downgrade

Class Description: $14,000,000 Class B-2 Fourth Priority Senior
Secured Fixed Rate Notes due 2043

  -- Prior Rating: Aa1
  -- Current Rating: Aa1, on review for possible downgrade

Class Description: $8,000,000 Class C Fifth Priority Senior
Secured Floating Rate Notes due 2043

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

Class Description: $10,000,000 Class D Sixth Priority Mezzanine
Secured Deferrable Floating Rate Notes due 2043

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

Class Description: $30,000,000 Combination Securities due 2043

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

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

Class Description: $4,000,000 Class E-1 Seventh Priority Mezzanine
Secured Deferrable Floating Rate Notes due 2043

  -- Prior Rating: Baa1
  -- Current Rating: Ba1, on review for possible downgrade

Class Description: $16,000,000 Class E-2 Seventh Priority
Mezzanine Secured Deferrable Fixed Rate Notes due 2043

  -- Prior Rating: Baa1
  -- Current Rating: Ba1, on review for possible downgrade

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


LEVITT AND SONS: Brings In Gankler Brown as Special Counsel
-----------------------------------------------------------
The United States Bankruptcy Court for the Southern District of
Florida has granted Debtors Levitt and Sons of Tennessee LLC,
Bowden Building Corporation, Levitt and Sons of Nashville LLC, and
Levitt and Sons of Shelby County LLC, authority to employ Glankler
Brown PLLC, as special counsel in their Chapter 11 cases, nunc pro
tunc to Nov. 9, 2007.

Glankler Brown will provide legal services in connection with
closings, financing, land use and zoning, lien issues and
litigation in Tennessee.

As reported in the Troubled Company Reporter on Dec. 13, 2007,
Gankler Brown has extensive experience and knowledge in these
related fields, which is invaluable to the Tennessee Debtors in
their reorganization efforts.

Paul Steven Singerman, Esq., at Berger Singerman P.A., in Miami,
Florida, told the Court that the scope of services to be rendered
by Glankler Brown will not be duplicative of the services to be
rendered by Berger Singerman P.A., the Debtors' general bankruptcy
counsel in their Chapter 11 cases.  The services of these counsel
will not overlap.

According to Mr. Singerman, Glankler Brown does not hold or
represent any interest adverse to the Tennessee Debtors, their
estates, or their creditors in the matters upon which the firm is
proposed to be retained as special counsel.  Although the firm,
as of the Petition Date, holds a prepetition claim against the
Tennessee Debtors for $23,867, he assures the Court that the
matters on which Glankler Brown is to be employed are unaffected
by the fact of that claim.

The Tennessee Debtors will pay Glankler Brown in accordance with
its standard hourly rates and reimburse reasonable and necessary
expenses.  The firm's rates, which, in the normal course of
business, is revised on the 1st of February each year,  are:

      Designation              Hourly Rate
      -----------              -----------
      Senior Partner              $305
      Junior Partner              $225
      Senior Associate            $185
      Paralegal                   $145

In addition to the escrow funds, Hunter Humphreys, a member of
Glankler Brown, disclosed that the firm received retainers of
$10,000 each on October 13 and October 29, 2007, from Bowden.
The retainer amounts were applied to outstanding prepetition fees
and costs of Glankler Brown before the Petition Date.

Mr. Humphreys assured the Court that Glankler Brown will not
perform services for any person in connection with the Debtors'
Chapter 11 cases, or have any relationship with any person, their
attorneys or accountants that would be adverse to the Tennessee
Debtors or their estates.

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

The Debtors' exclusive plan filing period expires on March 8,
2008.


LEVITT AND SONS: LAS Shelby Obtains Court Nod to Sell Properties
----------------------------------------------------------------
The Hon. Raymond B. Ray of the United States Bankruptcy Court for
the Southern District of Florida has approved the sale of Levitt
and Sons of Shelby County LLC's property, constituting 319 acres
of land in Shelby County, Tennessee, and 63 lots located in the
Vinings at Germantown subdivision, as per its purchase and sale
agreement with Hyneman Companies LLC dated Dec. 14, 2007.

At the closing, the Debtor will escrow $487,873 from the sale
proceeds, an amount that is equal to the claims and liens asserted
against the Property.

If the closing of the sale occurs on or before Dec. 31, 2007,
LAS Shelby County, at closing, will withhold $250,000 from the
net proceeds of the sale otherwise due to Regions Bank as a
Carve-Out for the payment of expenses and other items related to
the sale and for the benefit of the holders of allowed
administrative, priority and general unsecured claims against the
Debtors.

The remaining proceeds of the sale, after reserving for the
Carve-Out and the escrow, in the amount of $8,857,127 will be
paid to Regions Bank at closing.

Judge Ray orders that at the sale closing, the purchaser will
either obtain the release of the $580,000 letter of credit posted
by Regions Bank or post cash collateral with Regions Bank in the
full amount of the letter of credit.  If the closing of the sale
does not occur by December 31, due to Hyneman's breach, the
purchaser will forfeit its deposit to the Debtor and the other
terms of the order will be of no further force and effect.

Under the terms of the Purchase Agreement, Hyneman will, among
other things;

   (a) pay $9,595,000 to the Debtor;

   (b) assume documents, rights and contracts;

   (c) assume responsibility for installation and privatization
       of improvements to be constructed in connection with the
       Vinings subdivision, including installation of an entrance
       gate; and

   (d) assume obligations to Memphis Light, Gas and Water for
       $29,930 with respect to street lights installed in the
       Vinings subdivision.

The Agreement also contemplates for the return of the Debtors'
letter of credit, undrawn, in the amount of $580,000 presently
held by the City of Germantown.  The Property will be conveyed to
the purchaser free and clear of all liens, claims, liabilities,
encumbrances and other interests, which will attach to the
proceeds.

Jordi Guso, Esq., at Berger Singerman, P.A., in Miami, Florida,
disclosed that LAS Shelby County previously exposed the Property
to an appropriate competitive sale process.  LAS Shelby County
reserves the right to accept a higher and better offer of the
Property.

In the event Hyneman is not the successful bidder, LAS Shelby
County intends to reimburse Hyneman for the amount of the
reasonable, actual and fully documented reimbursable expenses not
to exceed $50,000.  The payment will be granted an administrative
expense priority in the Debtor's estate and will be paid from the
closing proceeds.

A full-text copy of the Purchase Agreement is available at no
charge at http://researcharchives.com/t/s?269a

           Wachovia Preserves Right to Object to Motion

Wachovia Bank, National Association, has made loans to certain
Debtors.  The indebtedness to Wachovia currently exceeds
$100,000,000.  The Indebtedness is secured by, inter alia:

   -- first priority liens on real and personal property of the
      Debtors and on various projects in Florida, Georgia and
      South Carolina; and

   -- a first priority lien on certain real and personal property
      of the Debtors in Shelby County, Tennessee, including four
      lots in Concorde Estates Subdivision.

Wachovia says that it has not been able to determine from the
Motion whether the proposed Sale includes real property subject
to the Shelby County Lien.  In the abundance of caution, the bank
preserves its right to object to the Motion.

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

The Debtors' exclusive plan filing period expires on March 8,
2008.


LEVITT AND SONS: Obtains Court Nod to Release Resale Restriction
----------------------------------------------------------------
The Hon. Raymond B. Ray of the United States Bankruptcy Court for
the Southern District of Florida has granted the request of Levitt
and Sons LLC and its debtor-affiliates to continue providing
releases to homeowners from the restriction to sell their homes
within 18 months following their purchase.

The Debtors, or any one of them, are authorized to provide
releases, in their sole and absolute discretion, from the
Restriction in the ordinary course of business, provided that,
with respect to any property that serves as collateral for
Wachovia, the Debtors will not deliver any releases without the
consent of Wachovia or further Court order.

As reported in the Troubled Company Reporter on Nov. 28, 2007,
Jordi Guso, Esq., at Berger Singerman P.A., in Miami, Florida,
related that the Restriction was intended to prevent the
"flipping" of houses by investors.  The Deed Restriction,
however, provided that under certain "Hardship Exceptions," the
seller may release the homebuyer from the Restriction, he said.

                Wachovia Wants Debtors to Obtain
                 Its Consent Before Any Release

Wachovia Bank, National Association, has made loans to certain of
the Debtors.  The indebtedness -- secured by, inter alia, first
priority liens on real and personal property of the Debtors and
on various projects in Florida, Georgia and South Carolina -- to
Wachovia currently exceeds $100,000,000.

According to Robert N. Gilbert, Esq., at Carlton Fields, P.A., in
West Palm Beach, Florida, it appears that the Debtors merely
seek authority to terminate or release deed restrictions upon
request when one of the hardship exceptions applies.  The
Debtors' proposed order also broadly authorizes the Debtors to
provide release to these deed restrictions, in their sole and
absolute discretion, in the ordinary course of business.  No
language in the proposed order limits the Debtors to giving
releases only when one of the hardship exceptions is present, he
notes.

The Debtors have also filed an abandonment motion seeking to
abandon real property securing the Indebtedness in the event
Wachovia and the Debtors cannot reach mutually acceptable
agreement concerning the terms of postpetition financing
requested by the Debtors.  Wachovia is in negotiations concerning
the extension of postpetition financing to the Debtors.  It has
been agreed that if no debtor-in-possession financing agreement
is in place by Dec. 19, 2007, the Debtors will pursue their
previously filed Abandonment Motion.

"Given that the purpose of the deed restrictions is to preserve
the value of the homes constructed by the Debtors, for the
benefit of the Debtors, the Debtors' lenders and the existing
homeowners, the Debtors should not unilaterally be allowed to
release/terminate deed restrictions, especially with respect to
properties which have or will be abandoned by the Debtors," Mr.
Gilbert argued.

Before providing a release for any home located in a development
serving as collateral for Wachovia, the Debtors should be
required to first obtain the consent of Wachovia, Mr. Gilbert
added.

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

The Debtors' exclusive plan filing period expires on March 8,
2008.


LONG BEACH: Fitch Takes Rating Actions on Various Classes
---------------------------------------------------------
Fitch Ratings has taken these rating actions on the Long Beach
RMBS issues listed below:

Long Beach Mortgage Loan Trust, series 2002-2 Group 1
  -- Class I-A affirmed at 'AAA';
  -- Class I-M2 affirmed at 'BB';
  -- Class I-M3 remains at 'C/DR3';
  -- Class I-M-4A remains at 'C/DR6';
  -- Class I-M-4B remains at 'C/DR6'.

Long Beach Mortgage Loan Trust, series 2002-2 Group 2
  -- Class II-M2 affirmed at 'BB';
  -- Class II-M3 remains at 'C/DR3';
  -- Class II-M-4A remains at 'C/DR6';
  -- Class II-M-4B remains at 'C/DR6'.

Long Beach Mortgage Loan Trust, series 2003-1
  -- Class A-1 affirmed at 'AAA';
  -- Class M-2 affirmed at 'A';
  -- Class M-3 downgraded to 'B-/DR1' from 'BB-';
  -- Class M-4 remains at 'C/DR5'.

Long Beach Mortgage Loan Trust, series 2003-3
  -- Class M-1 affirmed at 'AA';
  -- Class M-2 affirmed at 'A';
  -- Class M-3 downgraded to 'B' from 'BB';
  -- Class M-4 downgraded to 'CC/DR3' from 'B'.

Long Beach Mortgage Loan Trust, series 2004-5
  -- Class A-1,A-4 affirmed at 'AAA';
  -- Class A-5 affirmed at 'AA+';
  -- Class A-6 affirmed at 'AA';
  -- 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 downgraded to 'BB+' from 'BBB' and placed on
     Rating Watch Negative;

  -- Class M-7 downgraded to 'B' from 'BBB-' and placed on
     Rating Watch Negative.

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 December
2007 distribution date, the transactions are seasoned from a range
of 39 to 65 months, and the pool factors range from approximately
5% (series 2002-2 Group 2) to 18% (series 2004-5).

The affirmations reflect a satisfactory relationship between
credit enhancement and future loss expectations and affect
approximately $411.4 million of outstanding certificates.
Specifically, the affirmations on the A classes in series
2002-2 Group 1 & 2 and 2003-1 reflect a guaranty provided by the
Federal National Mortgage Association (Fannie Mae; IFS rated 'AAA'
by Fitch).

The downgrades, which affect approximately $38.5 million of
outstanding certificates, and the $12.3 million placed on Rating
Watch Negative reflect continued deterioration in the relationship
between CE and future loss expectations.  All of the transactions
affected by the downgrades are generally experiencing monthly
losses that exceed the available excess spread, resulting in
substantial deterioration of OC and preventing the OC from
maintaining its target amount.

In regard to series 2002-2 transactions, classes I-M2 and II-M2;
I-M3 and II-M3; M-4A and M-4B represent interests in 2 loan groups
and, solely for purposes of determining distributions of principal
and interest and the allocation of losses realized on mortgage
loans, each class consists of two components: I-M4A and II-M4B.
The CE for a component class may differ between the loan groups.
However, a default of a component class would result in a default
of the entire class and therefore Fitch's ratings reflect the
credit risk to the weaker of the two components.


LUMINENT MORTGAGE: Sept. 30 Balance Sheet Upside-Down by $90.5 M.
-----------------------------------------------------------------
Luminent Mortgage Capital Inc. filed on Dec. 27, 2007, its 2007
third quarter Form 10-Q.  The company's filing was delayed due to
a change in its independent registered public accounting firm and
additional time was needed to allow the new accounting firm, Grant
Thornton LLP, to complete their review procedures.

Luminent Mortgage Capital Inc.'s consolidated balance sheet at
Sept. 30, 2007, showed $5.37 billion in total assets and
$5.46 billion in total liabilities, resulting in a $90.5 million
total stockholders' deficit.

The company reported a $520.6 million net loss for the third
quarter ended Sept. 30, 2007, compared with a net loss of
$6.6 million in the same period last year.

Net loss for the first nine months of 2007 was $497.4 million
compared to net income of $28.7 million in the first nine months
of 2006.

Losses for the three months and nine months ended Sept. 30, 2007,
were mainly comprised of impairment losses due to the decline in
value of the mortgage-backed securities portfolio of
$268.9 million and $287.6 million, respectively, losses on the
sale of mortgage-backed securities of $138.0 million and
$153.4 million, respectively, changes in the fair value of
warrants of $46.6 million and losses on the sale of whole loans of
$46.5 million.

Total interest income from mortgage assets was $134.0 million and
$95.1 million for the three months ended Sept. 30, 2007, and 2006,
respectively.  Total interest income from mortgage assets was
$426.0 million and $231.6 million for the nine months ended
Sept. 30, 2007, and 2006, respectively.

The increase in interest income is primarily due to the growth of
the company's mortgage loan portfolio and credit-sensitive bond
portfolio as well as higher yields on the company's mortgage
assets that have resulted from the redeployment of the company's
capital into the higher-yielding assets of the company's
Residential Mortgage Credit portfolio during the first quarter of
2006.

Interest expense of $112.4 million and 349.8 million for the three
and nine months ended Sept. 30, 2007, respectively, compared with
interest expense of $73.1 million and $172.6 million,
respectively, in the same period last year.  Interest expense
increased during the three and nine month periods ended Sept. 30,
2007, compared to the three and nine month periods ended Sept. 30,
2006, primarily due to the increase in the balance of the loans
held-for-investment and mortgage-backed securities portfolios.

During the three and nine months ended Sept. 30, 2007, the
company's realized losses on the sale of mortgage-backed
securities and other-than-temporary impairment losses were
partially offset by realized and unrealized gains on derivative
instruments that were structured to economically hedge credit
risk.

Impairment loss of $268.9 million and $287.6 million for the three
and nine months ended Sept. 30, 2007, were due to assumption
changes on certain Residential Mortgage Credit securities due to
increased loss expectations on certain securities and increased
discount rates used to value the securities, which reflect current
market conditions for mortgage-backed securities.  Due to the
significance of the market deterioration in the mortgage industry
and the company's ongoing liquidity concerns, the company has
recognized all unrealized holding losses on securities in the
consolidated statement of operations for the three and nine month
periods ended Sept. 30, 2007.

Operating expenses for the three and nine months ended Sept. 30,
2007, were $28.9 million and $61.9 million, respectively, compared
with $16.6 million and $31.5 million during the same periods last
year.  Operating expenses increased compared to the three and nine
month periods ended Sept. 30, 2006, due to costs of managing the
company's larger and more diversified investment portfolio as well
as the additional diversification the company had included in its
financing strategies prior to August 2007, when it began selling
significant portions of the investment portfolio.

                 Liquidity and Capital Resources

The company has experienced significant reductions in liquidity
since August 2007 due to recent market deterioration in the
mortgage industry.  Short-term financing methods previously
available to the company, such as the issuance of commercial
paper, the availability of repurchase agreement financing and the
use of warehouse lines of credit have become cost prohibitive or
significantly less available and, in some cases, have been
eliminated.

Currently, the company's source of liquidity is its cash flow from
operations, primarily monthly principal and interest payments it
receives on its mortgage-backed securities and $781.5 million of
repurchase agreements in good standing including a $74.0 million
repurchase agreement arranged by Arco as of Sept. 30, 2007.  In
addition, Arco has entered into a definitive credit agreement with
the company to provide a liquidity line of credit and subsequent
to Sept. 30, 2007, increased total available financing to
$190.0 million.

The company's long-term financing includes a combination of the
issuance of mortgage-backed notes that provide financing for its
whole loan portfolio and CDOs for the financing of certain
mortgage-backed securities.  At Sept. 30, 2007, the company had
$4.0 million of mortgage-backed notes with a weighted-average
borrowing rate of 5.37% and $294.5 million of CDOs with a
weighted-average borrowing rate of 6.37%.  This long-term
financing is non-recourse to the company.

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?26a6

                    About Luminent Mortgage

Headquartered in San Francisco, California, Luminent Mortgage
Capital Inc. -- http://www.luminentcapital.com/-- (NYSE: LUM) is
a real estate investment trust, or REIT.  Luminent is an asset
management company that invests in prime whole loans, U.S. agency
and other highly-rated, single-family, adjustable-rate, hybrid
adjustable-rate and fixed-rate mortgage-backed securities, which
it acquires in the secondary market.


LUMINENT MORTGAGE: Declares Then Suspends Dividends of $13.6 Mil.
-----------------------------------------------------------------
Luminent Mortgage Capital Inc. disclosed on Dec. 27, 2007, that it
has declared but suspended dividends in the amount of
$13.6 million, net of dividend equivalent rights, in addition to
the $23.5 million of undistributed REIT taxable income as of
Sept. 30, 2007.

In order to maintain its status as a REIT, the company must pay
the dividend through a cash distribution or distribution-in-kind
prior to Sept. 15, 2008.  The company does not anticipate that any
dividend will be paid prior to Dec. 31, 2007.  Consequently, the
company may incur an excise tax on a portion of its undistributed
REIT taxable income at a rate of 4.00%, payable on March 15, 2008.

The company is currently considering various options related to
the payment of the dividend.

                     About Luminent Mortgage

Headquartered in San Francisco, California, Luminent Mortgage
Capital Inc. -- http://www.luminentcapital.com/-- (NYSE: LUM) is
a real estate investment trust, or REIT.  Luminent is an asset
management company that invests in prime whole loans, U.S. agency
and other highly-rated, single-family, adjustable-rate, hybrid
adjustable-rate and fixed-rate mortgage-backed securities, which
it acquires in the secondary market.

The company reported a $520.6 million net loss for the third
quarter ended Sept. 30, 2007, compared with a net loss of
$6.6 million in the same period last year.  Net loss for the first
nine months of 2007 was $497.4 million compared to net income of
$28.7 million in the first nine months of 2006.


LUMINENT MORTGAGE: Denies Repo Lender's Default Allegations
-----------------------------------------------------------
Luminent Mortgage Capital Inc. and an affiliate filed a lawsuit
against affiliates of a repo lender relating to the issuance and
sale of securities under a master repurchase agreement.

The lawsuit alleges that the defendants misrepresented, and failed
to disclose, material information relating to the securites they
offered and sold to the company and an affiliate, entitling the
company and an affiliate to rescission and monetary damages.

Luminent Mortgage disclosed in a regulatory SEC filing that on
Dec. 21, 2007, a repo lender alleged that an event of default
exists for an unspecified reason on the part of the company and
its affiliates under a master repurchase agreement substantially
in the form of the September 1996 version of that agreement
published by The Bond Market Association.

As a result, the repo lender alleged, the repurchase date for
reverse repo transactions by the company and those affiliates
having an aggregate repurchase price of approximately $8 million
calculated as of Dec. 21, 2007, would occur, and the repo lender
demanded payment by the company of that aggregate repurchase
price, together with interest thereon and expenses.

The company and its affiliates dispute that an event of default
exists.

The company and its affiliates believe that most of the securities
subject to the related reverse repo transactions were sponsored,
issued and underwritten by affiliates of the repo lender and then
sold to the company by the underwriter, which is an agent of the
repo lender, in violation of federal and state securities laws.
The company and an affiliate seek to rescind the related sale.
Approximately $7 million of the approximately $8 million demanded
by the repo lender relates to the securities sponsored, issued,
and  underwritten by affiliates of the repo lender.

                    About Luminent Mortgage

Headquartered in San Francisco, California, Luminent Mortgage
Capital Inc. -- http://www.luminentcapital.com/-- (NYSE: LUM) is
a real estate investment trust, or REIT.  Luminent is an asset
management company that invests in prime whole loans, U.S. agency
and other highly-rated, single-family, adjustable-rate, hybrid
adjustable-rate and fixed-rate mortgage-backed securities, which
it acquires in the secondary market.

The company reported a $520.6 million net loss for the third
quarter ended Sept. 30, 2007, compared with a net loss of
$6.6 million in the same period last year.  Net loss for the first
nine months of 2007 was $497.4 million compared to net income of
$28.7 million in the first nine months of 2006.


MERRILL LYNCH: Fitch Retains Negative Outlook Despite Efforts
-------------------------------------------------------------
Merrill Lynch & Co. Inc. announced a series of capital improvement
efforts including the divestiture of Merrill Lynch Capital and the
private issuance of a significant block of common stock.  Although
Fitch views these developments positively, the Negative Outlook is
maintained in consideration of a number of other factors.

Fitch believes that there is a high probability that additional
losses will be recognized in fourth-quarter 2007 which
collectively may result in MER posting a loss for its 2007 fiscal
year.  The additional capital will need to be evaluated in light
of the full year's performance.  In addition, management changes
appear positive; however, a full evaluation of strategic changes
is needed with particular focus on risk appetite and management.
Fitch views today's developments as positive for potentially
stemming further downgrades.

The Negative Outlook will be resolved following an evaluation of
strategic changes, efforts to improve risk measurement and
management, and changes in the size or capacity of the fixed
income sales and trading efforts.  In addition, Fitch will monitor
the impact on earnings, capital and value-at-risk regarding the
pursuit of more proprietary trading and principal investments.

Fitch downgraded short and long-term credit ratings of Merrill
Lynch and its subsidiaries on Oct. 24, 2007, and the ratings
maintain their Negative Rating Outlook.  The downgrade was
precipitated by sizable trading losses which overwhelmed the
performance of the consolidated firm as MER posted a loss for
3Q'07.  Losses on CDOs and subprime mortgage loans were
substantial from a sizable position, indicating deficiencies in
risk management in Fitch's view.


MERRILL LYNCH: Fitch Slashes Rating on $6MM Certs. from A- to BB
----------------------------------------------------------------
Fitch Ratings has taken these rating actions on two Merrill Lynch
Mortgage Investors Trust mortgage pass-through certificates.
Affirmations total $465.9 million and downgrades total $62.1
million.  Break Loss percentages and Loss Coverage Ratios for each
class are included with the rating actions as:

Merrill Lynch Mortgage Investors, series 2005-HE2
  -- $174 million class A affirmed at 'AAA'
     (BL: 51.97, LCR: 3.26).

Deal Summary
  -- Originators: ComUnity (24.36%), Fremont (23.49%), Acoustic
     (22.13%);

  -- 60+ day Delinquency: 30.97%;
  -- Realized Losses to date (% of Original Balance): 1.12%;
  -- Expected Remaining Losses (% of Current Balance): 15.97%;
  -- Cumulative Expected Losses (% of Original Balance): 7.99%.

Merrill Lynch Mortgage Investors, series 2005-HE3
  -- $250.4 million class A affirmed at 'AAA'
     (BL: 42.15, LCR: 2.94);

  -- $41.4 million class M-1 affirmed at 'AA+'
     (BL: 30.75, LCR: 2.15);

  -- $28 million class M-2 downgraded to 'A+' from 'AA'
     (BL: 23.85, LCR: 1.66);

  -- $9 million class M-3 downgraded to 'A' from 'AA-'
     (BL: 21.52, LCR: 1.50);

  -- $9.4 million class M-4 downgraded to 'BBB+' from 'A+'
     (BL: 19.07, LCR: 1.33);

  -- $9.4 million class M-5 downgraded to 'BBB-' from 'A'
     (BL: 16.62, LCR: 1.16);

  -- $6 million class M-6 downgraded to 'BB' from 'A-'
     (BL: 15.11, LCR: 1.05).

Deal Summary
  -- Originators: Ameriquest (70.18%) and Option One (29.82%);
  -- 60+ day Delinquency: 33.05%;
  -- Realized Losses to date (% of Original Balance): 0.58%;
  -- Expected Remaining Losses (% of Current Balance): 14.33%;
  -- Cumulative Expected Losses (% of Original Balance): 7.02%.

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.


M FABRIKANT: Banks' Objections Derail Plan Confirmation
-------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New
York declined to confirm the Chapter 11 Plan of Liquidation
filed by M. Fabrikant & Sons Inc. this year until objections
by the Debtor's prepetition secured lenders including JPMorgan
Chase & Co. are resolved, Bill Rochelle of Bloomberg News
reports.

According to Bloomberg, the Honorable Stuart M. Bernstein
considered the issue a "serious" one "that affects not just
this case, but others also."

As reported in the Troubled Company Reporter on Dec. 13, 2007,
several banks have asked the Court to deny confirmation of the
Plan which was co-proposed by debtor-affiliate Fabrikant-Leer
International Ltd., the Official Committee of Unsecured
Creditors, and Wilmington Trust Company.

Specifically, JPMorgan told the Court that pursuant to a
final cash collateral order dated Dec. 18, 2006, JPMorgan,
along with other prepetition secured lenders, were granted
super-priority allowed secured administrative expense claims for
their respective attorneys' fees and expenses.

JPMorgan disclosed that in December 2006, the prepetition
secured claims held by the prepetition secured lenders against
the Debtors were sold to a third party purchaser.

On Oct. 1, 2007, JPMorgan continued, the Creditors Committee
commenced an adversary proceeding against the prepetition
secured lenders asserting claims for the avoidance and/or
recovery of various prepetition claims, liens, obligations
and/or transfers made or granted by the Debtors to the
prepetition secured lenders arising from and related to the
prepetition secured claims.

However, JPMorgan contended that the Creditors Committee did
not include the "current" lenders who now hold the prepetition
secured claims that are being challenged in the adversary
proceeding.

Further, JPMorgan noted, the Plan also includes a settlement that
seeks to settle and release the current holders of the prepetition
secured claims from any and all liability arising from their
holding the prepetition secured claims.

JPMorgan argued that the Court should deny confirmation of the
Plan since it fails to mention, reserve for or treat JPMorgan's
and the other prepetition secured lenders' super-priority
allowed secured administrative expense claims for their costs
and expenses of defending the adversary proceeding.  Had the
Creditors Committee asserted the prepetition secured claims
against the current holders instead of the prepetition secured
lenders, then the current holders would be the one entitled to
recover their defense costs from estate assets pursuant to the
final cash collateral order, JPMorgan added.

Bank of America, N.A., also objected to the Plan and cited issues
similar to those raised by JPMorgan.  BofA however added that the
Plan failed to place secured Administrative Claim in a separate
class and identify its treatment.  BofA contended that while
Class 3 of the Plan includes "Other Secured Claims," its secured
claim is not substantially similar to other secured claims and,
without a clarifying court order, it is apparent that the several
of the Plan Proponents have no intention of having its claims paid
or placed within that class in any event.

HSBC Bank USA, National Association, also asked the Court to deny
confirmation of the Plan unless it is protected to the full extent
contemplated by the Final Cash Collateral Order.

Bank Leumi, USA, also one of the prepetition secured lenders,
filed a joinder to JPMorgan's objection.

JPMorgan is represented in this proceeding by Steven J.
Mandelsberg, Esq., and Joshua I. Divack, Esq., at Hanh & Hessen
LLP.   Bank Leumi is represented by Andrew C. Gold, Esq., and
Frederick E. Schmidt, Esq., at Herrick, Feinstein LLP.
HSBC is represented by William J. Brown, Esq., and Allan L. Hill,
Esq., at Phillips Lytle LLP.  Jeffrey D. Ganz, Esq., at Riemer &
Braunstein LLP, represents Bank of America.

                      About M. Fabrikant

Headquartered in New York City, M. Fabrikant & Sons, Inc. --
http://www.fabrikant.com/-- sells diamonds and jewelries.  The
company and its affiliate, Fabrikant-Leer International Ltd.,
filed for chapter 11 protection on Nov. 17, 2006 (Bankr. S.D.N.Y.
Lead Case No. 06-12737).  Mitchel H. Perkiel, Esq., Lee W.
Stremba, Esq., and Paul H. Deutch, Esq., at Troutman Sanders LLP
represent the Debtors in their restructuring efforts.  Alan Kolod,
Esq., Lawrence L. Ginsberg, Esq., and Christopher J. Caruso, Esq.,
at Moses & Singer LLP serve as counsel to the Official Committee
of Unsecured Creditors.  In schedules filed with the Court, M.
Fabrikant disclosed total assets of $225,612,204 and total debts
of $439,993,890.


MKP CBO: Moody's Junks Rating on $18 Million Class B Notes
----------------------------------------------------------
Moody's Investors Service placed these notes issued by MKP CBO II,
Ltd., Ltd. on review for possible downgrade:

Class Description: $61,250,000 Class A-2 Senior Secured Floating
Rate Revolving Notes, Due 2036

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

Moody's also downgraded these notes:

Class Description: $18,000,000 Class B Second Priority Floating
Rate Term Notes, Due 2036

  -- Prior Rating: B3
  -- Current Rating: Ca

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


MORTGAGE ASSET: Fitch Rates $1.671MM Class B-4 Certs. at BB
-----------------------------------------------------------
Fitch has rated Mortgage Asset Securitization Transactions, Inc.
Asset Securitization Trust 2007-2, mortgage pass-through
certificates as:

  -- $323,383,577 classes A-1 through A-5, A-R, A-P and A-X
     (senior certificates) 'AAA';

  -- Interest Only class B-I 'AA+';
  -- $4,509,000 class B-1 'AA';
  -- $2,339,000 class B-2 'A';
  -- $668,000 class B-3 'BBB';
  -- $1,671,000 privately offered class B-4 'BB';
  -- $334,000 privately offered class B-5 'B'.

Credit enhancement for the 'AAA' class A certificates reflects the
3.2% total credit enhancement provided by the 1.35% class B-1, the
0.70% class B-2, the 0.20% class B-3, the 0.50% privately-offered
class B-4, the 0.10% privately-offered class B-5 and the 0.35%
privately-offered class B-6.  Class B6 is not rated by Fitch. In
addition, the ratings on the certificates reflect the quality of
the underlying collateral and Fitch's level of confidence in the
integrity of the legal and financial structure of the transaction.

Fitch believes the above credit enhancement will be adequate to
cover credit losses.  In addition, the ratings also reflect the
quality of the underlying mortgage collateral, the strength of the
legal and financial structures, and the master and primary
servicing capabilities of Wells Fargo Bank, N.A., rated 'RMS1' by
Fitch and SunTrust Mortgage, Inc rated 'RPS2' by Fitch.  All of
the mortgage loans were originated by SunTrust Mortgage, Inc.

The mortgage pool consists of fixed-rate mortgage loans secured by
first liens on one- to four-family residential properties, with an
aggregate principal balance of $334,073,945.  The loans are
divided into two segregated collateral groups.  Substantially all
of the loans have original terms to maturity of approximately 30
years.

As of the cut-off date, Dec. 1, 2007, the mortgage loans had a
weighted average original loan-to-value ratio of 70.61%, weighted
average current FICO score of 747, weighted average coupon of
6.886%, and an average principal balance of $655,047.  Single-
family properties account for approximately 64.63% of the mortgage
pool, two- to four-family properties 0.30%, and condos 6.5%.
Owner occupied properties make up 87.3% of the pool.  The states
that represent the largest portion of mortgage loans are Florida
(21.69%), California (13.32%), Virginia (11.45%), Maryland
(8.75%), Georgia (8.43%) and North Carolina (5.73%).  All other
states represent less than 5% of the pool as of the cut-off date.

Mortgage Asset Securitization Transaction, Inc purchased the
mortgage loans from the sponsor, SunTrust Mortgage, Inc., and
deposited the loans in the trust, which issued the certificates,
representing undivided and beneficial ownership in the trust.  For
federal income tax purposes, the Trust Fund will consist of
multiple real estate mortgage investment conduits.


MULTIFAMILY CAPITAL: Fitch Holds 'BB' Rating on $3.6MM Bonds
------------------------------------------------------------
Fitch Ratings has affirmed Multifamily Capital Access One, Inc.'s
multifamily mortgage bonds, series 1, as:

  -- $26.1 million class A at 'AAA';
  -- $49,480 class I at 'AAA';
  -- $160,150 class P at 'AAA';
  -- $144,630 class C at 'BBB';
  -- $3.6 million class D at 'BB'.

Fitch does not rate the $4.6 million surplus balance and class B
has paid in full.

The ratings affirmations are due to the stable performance of the
pool.

As of the December 2007 distribution date, the pool has paid down
66.2% to $34.5 million from $102.2 million at issuance.
Currently, there are 20 multifamily loans with Low-Income Housing
Tax Credits in the pool, down from 37 at issuance.  Of the
remaining 20 loans, the master servicer has reported that 81% have
completed their LIHTC benefit stream and compliance period, and
that 8% of the pool has reapplied and received new tax credits.

There are no delinquent or specially serviced loans in the
transaction and the year-to-date 2007 weighted-average debt
service coverage ratio was 1.1 times for the 18 loans that
provided financial information.  Five loans (21%), however,
reported a DSCR of less than 1.0x.  These loans remain current.
Moreover, the master servicer property inspections conducted in
2007 concluded that the loans were in good condition and had
stable occupancy rates.

The weighted-average note rate for the pool is 9.02% and the loans
mature in 2018 and 2019.


MYSTIC POINT: Moody's Junks Rating on $32.5 Mil. Notes from A3
--------------------------------------------------------------
Moody's Investors Service downgraded ratings of seven classes of
notes issued by Mystic Point CDO, Ltd., and left on review for
possible further downgrade ratings of four of these classes of
notes.  The notes affected by this rating action are:

Class Description: $10,000,000 Class A-X Notes Due 2047

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

Class Description: $325,000,000 Class A-1 Senior Secured Unfunded
Notes Due 2047

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

Class Description: $75,000,000 Class A-2 Senior Secured Floating
Rate Notes Due 2047

  -- Prior Rating: Aaa, on review for possible downgrade
  -- Current Rating: B1, on review for possible downgrade

Class Description: $32,500,000 Class B Senior Secured Floating
Rate Notes Due 2047

  -- Prior Rating: A3, on review for possible downgrade
  -- Current Rating: Caa2, on review for possible downgrade

Class Description: $24,500,000 Class C Secured Floating Rate
Deferrable Notes Due 2047

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

Class Description: $17,500,000 Class D Secured Floating Rate
Deferrable Notes Due 2047

  -- Prior Rating: B3, on review for possible downgrade
  -- Current Rating: Ca

Class Description: $6,000,000 Class E Secured Floating Rate
Deferrable Notes Due 2047

  -- Prior Rating: Caa1, on review for possible downgrade
  -- Current Rating: Ca

The rating actions taken and since the Closing Date reflect severe
deterioration in the credit quality of the underlying portfolio,
as well as the occurrence, as reported by the Trustee on Dec. 11,
2007, of an event of default caused by a failure of the Super
Senior Overcollateralization Percentage to equal or exceed 100%,
as required under Section 5.1(j) of the Indenture dated Dec. 21,
2006.

Mystic Point CDO, Ltd. is a collateralized debt obligation backed
primarily by a portfolio of RMBS securities.

Recent ratings downgrades on the underlying portfolio caused
ratings-based haircuts to affect the calculation of
overcollateralization.  Thus, the Super Senior
Overcollateralization Percentage failed to meet the required
level.

As provided in Article V of the Indenture during the occurrence
and continuance of an Event of Default, holders of Notes may be
entitled to direct the Trustee to take particular actions with
respect to the Collateral Debt Securities and the Notes.

The rating downgrades reflect the increased expected loss
associated with each tranche.  Losses are attributed to diminished
credit quality on the underlying portfolio.  The severity of
losses of certain tranches may be different, however, depending on
the timing and choice of remedy to be pursued by certain
Noteholders.  Because of this uncertainty, the ratings assigned to
Class A-X, Class A-1, Class A-2, and the Class B Notes remain on
review for possible downgrade.


N-45O FIRST: Fitch Rates CDN$9.1 Million Class F Bonds at B+
------------------------------------------------------------
Fitch rates N-45o First CMBS Issuer Corporation Series 2003-1,
commercial mortgage-backed bonds as:

  -- CDN$15.1 million class A-1 at 'AAA';
  -- CDN$278.6 million class A-2 at 'AAA';
  -- Interest only class IO at 'AAA';
  -- CDN$8.4 million class B at 'AAA';
  -- CDN$16.8 million class C at 'AAA'.
  -- CDN$19.6 million class D at 'A';
  -- CDN$14 million class E at 'BBB-';
  -- CDN$9.1 million class F at 'B+'.

Fitch does not rate the $13.3 million class G certificates.

Though there has been increased credit enhancement due to loan
payoffs and amortization since the last rating action, the
affirmations are warranted due to increasing concentration and the
lack of detailed performance information.  As of the December 2007
distribution date, the pool has paid down 33%, to $374.9 million
from $559.7 million at issuance.

Of the original 63 loans, 36 remain.  One loan (2.6%) is fully
defeased, and the rest are secured by properties in Canada.  The
non-defeased loans are heavily concentrated geographically in
Quebec (58.9%) and Ontario (35.8%) and by property type - 57% are
secured by office properties and 28.6% by retail properties.

To date, there have been no losses and no delinquent or specially
serviced loans.  Using the most recent financial information
provided by the servicer, the Fitch stressed weighted average debt
service coverage ratio for the remaining non-defeased loans was
1.72 times compared to 1.69x at issuance for the same loans.


NETBANK INC: CEO Steven Herbert to Leave Post by December 31
------------------------------------------------------------
Steven F. Herbert resigned on Dec. 18, 2007, as chief executive
officer of NetBank Inc. effective with the close of business on
Dec. 31, 2007.

Headquartered in Jacksonville, Florida, NetBank Inc. --
http://www.netbank.com/-- is a financial holding company of
Netbank, the United States' oldest Internet bank serving retail
and business customers in all 50 states.  NetBank Inc. does retail
banking, mortgage banking, business finance, and providing ATM and
merchant processing services.

The company filed for Chapter 11 protection on Sept. 28, 2007
(Bankr. M.D. Fla. Case No. 07-04295).  Alan M. Weiss, Esq., at
Holland & Knight LLP represents the Debtor.  Attorneys at
Kilpatrick Stockton LLP and Rogers Towers P.A., represent the
Official Committee of Unsecured Creditors.  In its schedules filed
with the Court, the Debtor disclosed total assets of $5,746,867
and total debts of $35,213,265.


NEW LEAF: Case Summary & 17 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: New Leaf Enterprises, LLC
        3830 Washington Road
        Martinez, GA 30907

Bankruptcy Case No.: 07-12439

Type of Business: The Debtor offers floral design and
                  arrangement.

Chapter 11 Petition Date: December 22, 2007

Court: Southern District of Georgia (Augusta)

Debtor's Counsel: Todd Boudreaux, Esq.
                  Shepard Plunkett Hamilton Boudreaux
                  207 N. Belair Road
                  Evans, GA 30809
                  Tel: (706) 869-1334
                  Fax: (706) 869-9464
                  http://www.sphb.net/

Estimated Assets: $100,000 to $1 million

Estimated Debts: $100,000 to $1 million

Debtor's 17 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
   IRS
   Insolvency Stop                                   $450,000
   334-D Room 400
   401 W. Peachtree Street
   Atlanta, GA 30308

   Queensboro National Bank                          $470660
   4226 Columbia Road
   Martinez, GA 30907

   Georgia Department of       sales and taxes       $286,000
   Revenue Bankruptcy Section
   P.O. Box 121108
   Atlanta, GA 30321

   South Carolina Department                         $200,000
   of Revenue

   John Partridge                                    $170,000

   American Express                                  $52,084

   Floral Trends Inc.          accounts              $90174

   Clay Colvin                                       $35,000

   Vans Floral Products                              $30,420

   Cleveland Group/The                               $21,000

   Espirit/Mar                                       $19,730

   Growers BKC LLC                                   $18,831

   AT&T Advertising                                  $17,341

   Meybohm Commercial Leasing                        $16,302

   New Leaf Investment LLC                           $14,900

   FEVA Mutual                                       $12,618

   Purchase Power                                    $11,372


NEWHALL CAPITAL: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Newhall Capital Resources, L.L.C.
        250 Hemsted Drive, Suite 200
        Redding, CA 96002

Bankruptcy Case No.: 07-15200

Type of Business: The Debtor is an affiliate of Asset Real Estate
                  & Investment Co., which specializes in the
                  acquisition of Senior Housing communities
                  through Tenant-In-Common 1031 exchange
                  opportunities.  See
                  http://www.assetrealestate.com/

Chapter 11 Petition Date: December 27, 2007

Court: Central District Of California (San Fernando Valley)

Debtor's Counsel: David A. Tilem, Esq.
                  206 North Jackson Street, Suite 201
                  Glendale, CA 91206
                  Tel: (818) 507-6000
                  Fax: (818) 507-6800

Total Assets: $8,288,470

Total Debts:  $24,000,000

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


NITAR TECH: Posts $158,633 Net Loss in 1st Quarter Ended Oct. 31
----------------------------------------------------------------
NITAR Tech Corp. reported a loss of $158,633 on total net revenues
of $447,736 for the first quarter ended Oct. 31, 2007, compared
with a net loss of $180,822 on total net revenues of $842,421 in
the same period last year.

At Oct. 31, 2007, the company had a cash overdraft of $52,217
offset by cash on hand of $56,166.  In addition, certain
shareholders have also supported the company by foregoing salaries
and expense reimbursement from time-to-time or converting
shareholders loans to equity.

The company anticipates that its cash needs over the next 12
months will be met by primarily from a combination of profits,
available bank overdraft, and investment funding.

At Oct. 31, 2007, the company's consolidated balance sheet showed
$1.5 million in total assets, $1.0 million in total liabilities,
and $495,542 in total stockholders' equity.

Full-text copies of the company's consolidated financial
statements for the quarter ended Oct. 31, 2007, are available for
free at http://researcharchives.com/t/s?26a2

                       Going Concern Doubt

Rotenberg & Co. LLP, in Rochester, New York, expressed substantial
doubt about Nitar Tech Corp.'s ability to continue as a going
concern after auditing the company's consolidated financial
statements for the seven-month period ended July 31, 2007, and the
year ended Dec. 31, 2006.  The auditing firm reported that the
company has incurred losses that have resulted in an accumulated
deficit.

                        About NITAR Tech

Based in Mississauga, Ontario, Canada, NITAR Tech. Corp. (OTC BB:
NCHP) -- http://www.nitartech.com/-- provides leading-edge
products that help parents around the world ensure their children
are safe while learning and playing online.  NITAR's flagship
product is choozmail - which is a complete and comprehensive,
secure web-based communications solution and focuses on the family
and children's safety and security while online.


NOVASTAR MORTGAGE: Fitch Lowers Ratings on $191.5MM Certificates
----------------------------------------------------------------
Fitch Ratings has taken these rating actions on three Novastar
mortgage pass-through securitizations.  Affirmations total
$1.5 billion and downgrades total $191.5 million.  In addition,
$88.0 million is placed on Rating Watch Negative.  Break Loss
percentages and Loss Coverage Ratios for each class are included
with the rating actions as:

Novastar 2005-1
  -- $81.1 million class A affirmed at 'AAA'
     (BL: 90.55, LCR: 10.59);

  -- $103.9 million class M1 affirmed at 'AA+'
     (BL: 64.03, LCR: 7.49);

  -- $39.9 million class M2 affirmed at 'AA'
     (BL: 54.01, LCR: 6.32);

  -- $31.5 million class M3 affirmed at 'AA-'
     (BL: 45.52, LCR: 5.33);

  -- $32.5 million class M4 affirmed at 'A+'
     (BL: 35.97, LCR: 4.21);

  -- $29.4 million class M5 affirmed at 'A+'
     (BL: 28.81, LCR: 3.37);

  -- $21.0 million class M6 affirmed at 'A'
     (BL: 23.63, LCR: 2.76);

  -- $19.9 million class B1 affirmed at 'A-'
     (BL: 18.57, LCR: 2.17);

  -- $18.9 million class B2 rated 'BBB+'
     (BL: 13.76, LCR: 1.61) placed on Rating Watch Negative;

  -- $21.0 million class B3 downgraded to 'BB' from 'BBB'
     (BL: 9.29, LCR: 1.09) placed on Rating Watch Negative;

  -- $18.9 million class B4 downgraded to 'BB' from 'BBB-'
     (BL: 8.11, LCR: 0.95) placed on Rating Watch Negative.

Deal Summary
  -- Originators: Novastar (100%);
  -- 60+ day Delinquency: 15.68%;
  -- Realized Losses to date (% of Original Balance): 1.56%;
  -- Expected Remaining Losses (% of Current Balance): 8.55%;
  -- Cumulative Expected Losses (% of Original Balance): 3.33%.

Novastar 2005-2
  -- $217.1 million class A affirmed at 'AAA'
     (BL: 64.00, LCR: 8.20);

  -- $89.1 million class M-1 affirmed at 'AA+'
     (BL: 46.79, LCR: 5.99);

  -- $34.2 million class M-2 affirmed at 'AA+'
     (BL: 39.69, LCR: 5.08);

  -- $27.0 million class M-3 affirmed at 'AA+'
     (BL: 34.53, LCR: 4.42);

  -- $33.3 million class M-4 affirmed at 'AA'
     (BL: 28.04, LCR: 3.59);

  -- $24.3 million class M-5 affirmed at 'AA-'
     (BL: 23.29, LCR: 2.98);

  -- $13.5 million class M-6 downgraded to 'A+' from 'AA-'
     (BL: 13.40, LCR: 1.72);

  -- $13.5 million class M-7 downgraded to 'A' from 'A+'
     (BL: 11.90, LCR: 1.52);

  -- $13.5 million class M-8 downgraded to 'BBB+' from 'A'
     (BL: 10.52, LCR: 1.35);

  -- $13.5 million class M-9 downgraded to 'BBB-' from 'A-'
     (BL: 9.24, LCR: 1.18);

  -- $18.0 million class M-10 downgraded to 'BB' from 'BBB+'
     (BL: 7.76, LCR: 0.99) placed on Rating Watch Negative;

  -- $18.0 million class M-11 downgraded to 'CC/DR3' from
     'BBB-'.

Deal Summary
  -- Originators: Novastar (100%);
  -- 60+ day Delinquency: 17.51%;
  -- Realized Losses to date (% of Original Balance): 1.20%;
  -- Expected Remaining Losses (% of Current Balance): 7.81%;
  -- Cumulative Expected Losses (% of Original Balance): 3.44%.

Novastar 2005-4
  -- $540.3 million class A affirmed at 'AAA'
     (BL: 39.93, LCR: 3.60);

  -- $47.2 million class M-1 affirmed at 'AA+'
     (BL: 34.06, LCR: 3.07);

  -- $43.2 million class M-2 affirmed at 'AA+'
     (BL: 28.64, LCR: 2.58);

  -- $28.8 million class M-3 affirmed at 'AA'
     (BL: 25.00, LCR: 2.25);

  -- $21.6 million class M-4 affirmed at 'AA-'
     (BL: 22.23, LCR: 2.00);

  -- $19.2 million class M-5 affirmed at 'A+'
     (BL: 19.75, LCR: 1.78);

  -- $16.0 million class M-6 affirmed at 'A'
     (BL: 17.60, LCR: 1.59);

  -- $14.4 million class M-7 downgraded to 'A-' from 'A'
     (BL: 15.50, LCR: 1.40);

  -- $12.8 million class M-8 downgraded to 'BBB' from 'A-'
     (BL: 13.65, LCR: 1.23);

  -- $11.2 million class M-9 downgraded to 'BB' from 'BBB+'
     (BL: 12.09, LCR: 1.09);

  -- $11.2 million class M-10 downgraded to 'BB' from 'BBB'
     (BL: 10.57, LCR: 0.95) placed on Rating Watch Negative;

  -- $12.0 million class M-11 downgraded to 'C/DR4' from
     'BBB-'.

Deal Summary
  -- Originators: Novastar (100%);
  -- 60+ day Delinquency: 15.20%;
  -- Realized Losses to date (% of Original Balance): 0.98%;
  -- Expected Remaining Losses (% of Current Balance): 11.10%;
  -- Cumulative Expected Losses (% of Original Balance): 6.54%.

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.


NOVEMBER 2005 LAND: Moody's Junks Corporate Family Rating
---------------------------------------------------------
Moody's Investors Service lowered the ratings of November 2005
Land Investors, LLC, including its corporate family rating to Caa1
from B2, its first lien debt to B3 from B1, and its second lien
debt to Caa3 from Caa1.  The ratings outlook is negative.

The downgrades and negative outlook reflect the large oversupply
of new and existing homes for sale in the Las Vegas housing
market, making the absorption rates for developed lots, in
general, substantially slower than expected.  In the case of NLV
in particular, the four partners of the NLV consortium (Olympia,
Standard Pacific, American West, and Astoria Homes) are
experiencing the same weak sales environment and would prefer to
defer mandatory lot takedowns, thus requiring a restructuring for
NLV to stay in compliance with covenants.

At this stage, it appears that NLV is nearing agreement for its
four partners to inject a total of $30 million of equity into the
project to remain in compliance with covenants until mandatory lot
takedowns potentially resume in December 2008.   Longer term,
however, the project could face additional capital calls until the
oversupply situation moderates considerably and/or if any of the
project's banks should decide to exit the bank credit facility.

These ratings were changed:

  -- Corporate family rating lowered to Caa1 from B2

  -- Probability of default rating lowered to Caa1 from B2

  -- First lien debt rating lowered to B3 (LGD3, 34%) from B1
     (LGD3, 40%)

  -- Second lien debt rating lowered to Caa3 (LGD5, 87%) from
     Caa1 (LGD6, 91%)

November 2005 Land Investors, LLC is a single-purpose entity that
was formed to bid on 2,675 acres of land in the City of North Las
Vegas, Nevada at a U.S. Bureau of Land Management auction that was
held in November 2005.  As the successful bidder, at a price of
$639 million, NLV has been constructing major community
infrastructure and conveying lots brought to "super pad" status to
its four individual members: the Olympia group of companies (which
is acting as the project manager), Standard Pacific Corp. (rated
Ba3 negative), Astoria Homes, and American West Homes, as well as
to D.R. Horton, Inc.  Although not a party to the joint venture
structure formed by NLV or to the bank credit agreement used to
finance the structure, D.R. Horton purchased approximately 20% of
the acreage for $127.8 million and has been paying NLV a
proportionate 20% share of total development expenses.


OMEGA HEALTHCARE: Inks Pact With IRS on Party Tenant Issues
-----------------------------------------------------------
Omega Healthcare Investors Inc. has entered into a closing
agreement with the Internal Revenue Service resolving related
party tenant issues associated with preferred stock issued to
Omega by Advocat, Inc. in 2000.  Based on this closing agreement,
the Company has paid approximately $5.6 million in penalty taxes
and interest to the IRS relating to tax years 2002 through 2006.
The Company had previously accrued the $5.6 million of income tax
liabilities as of Dec. 31, 2006.

As a result of entering into the closing agreement and the
company's Advocat restructuring agreement, the company has been
advised by tax counsel that it will not receive any non-qualified
related party tenant income from Advocat in future fiscal years.
Accordingly, the company does not expect to incur tax expense
associated with related party tenant income in periods commencing
Jan. 1, 2007.

                     About Omega HealthCare

Based in Timonium, Maryland, Omega HealthCare Investors, Inc.
(NYSE:OHI) -- http://www.omegahealthcare.com/-- is a real
estate investment trust investing in and providing financing to
the long-term care industry.  At Sept. 30, 2007, the company owned
or held mortgages on 238 SNFs and assisted living facilities with
approximately 27,465 beds located in 27 states and operated by 29
third-party healthcare operating companies.

                         *     *     *

As reported in the Troubled Company Reporter on Dec. 27, 2007,
Standard & Poor's Ratings Services affirmed its 'BB' corporate
credit, 'BB' senior unsecured debt, and 'B+' preferred stock
ratings on Omega Healthcare Investors Inc.  These actions affect
$603.5 million in rated securities.  The outlook is stable.


OPTION ONE: Fitch Junks Ratings on Two Certificate Classes
----------------------------------------------------------
Fitch Ratings has taken these rating actions on two Option One
mortgage pass-through certificates.  Affirmations total
$1.2 billion and downgrades total $184.9 million.  In addition
$43.8 million is placed on Rating Watch Negative.  Break Loss
percentages and Loss Coverage Ratios for each class is included
with the rating actions as:

Series Option One 2005-3
  -- $215 million class A affirmed at 'AAA'
     (BL: 61.38, LCR: 3.86);

  -- $43.2 million class M-1 affirmed at 'AA+'
     (BL: 50.85, LCR: 3.19);

  -- $37.8 million class M-2 affirmed at 'AA'
     (BL: 41.95, LCR: 2.64);

  -- $22.8 million class M-3 affirmed at 'AA-'
     (BL: 36.98, LCR: 2.32);

  -- $21.6 million class M-4 affirmed at 'A+'
     (BL: 32.14, LCR: 2.02);

  -- $19.2 million class M-5 affirmed at 'A'
     (BL: 27.84, LCR: 1.75);

  -- $18 million class M-6 affirmed at 'A-'
     (BL: 23.73, LCR: 1.49);

  -- $17.4 million class M-7 downgraded to 'BBB' from 'BBB+';
     placed on Rating Watch Negative (BL: 19.60, LCR: 1.23);

  -- $13.2 million class M-8 downgraded to 'BB' from 'BBB';
     placed on Rating Watch Negative (BL: 16.41, LCR: 1.03);

  -- $7.2 million class M-9 downgraded to 'B' from 'BBB-';
     placed on Rating Watch Negative (BL: 14.68, LCR: 0.92);

  -- $6 million class M-10 downgraded to 'B' from 'BB+'; placed
     on Rating Watch Negative (BL: 13.24, LCR: 0.83);

  -- $12 million class M-11 downgraded to 'C/DR5' from 'BB'.

Deal Summary
  -- Originators: Option One Mortgage Corporation (100%);
  -- 60+ day Delinquency: 30%;
  -- Realized Losses to date (% of Original Balance): 1.22%;
  -- Expected Remaining Losses (% of Current Balance): 15.92%;
  -- Cumulative Expected Losses (% of Original Balance): 7.18%.

Series 2005-4
  -- $520.3 million class A affirmed at 'AAA'
     (BL: 56.18, LCR: 3.56);

  -- $90.1 million class M-1 affirmed at 'AA+'
     (BL: 47.23, LCR: 3.00);

  -- $100.1 million class M-2 affirmed at 'AA+'
     (BL: 37.01, LCR: 2.35);

  -- $30 million class M-3 affirmed at 'AA'
     (BL: 34.03, LCR: 2.16);

  -- $39 million class M-4 affirmed at 'AA'
     (BL: 30.14, LCR: 1.91);

  -- $34 million class M-5 affirmed at 'A+'
     (BL: 26.74, LCR: 1.70);

  -- $22 million class M-6 affirmed at 'A'
     (BL: 24.49, LCR: 1.55);

  -- $26 million class M-7 downgraded to 'BBB+' from 'A-'
     (BL: 21.77, LCR: 1.38);

  -- $17 million class M-8 downgraded to 'BBB' from 'A-'
     (BL: 19.99, LCR: 1.27);

  -- $24 million class M-9 downgraded to 'BBB-' from 'BBB+'
     (BL: 17.41, LCR: 1.10);

  -- $30 million class M-10 downgraded to 'B' from 'BBB'
     (BL: 14.18, LCR: 0.90);

  -- $12 million class M-11 downgraded to 'B' from 'BBB'
     (BL: 12.98, LCR: 0.82);

  -- $20 million class M-12 downgraded to 'C/DR5' from 'BBB-'.

Deal Summary
  -- Originators: Option One Mortgage Corporation (100%);
  -- 60+ day Delinquency: 23.50%;
  -- Realized Losses to date (% of Original Balance): 1.23%;
  -- Expected Remaining Losses (% of Current Balance): 15.77%;
  -- Cumulative Expected Losses (% of Original Balance): 9.18%.

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.


PARK PLACE: Fitch Junks Rating on $9.1 Million Class M-11 Certs.
----------------------------------------------------------------
Fitch Ratings has taken rating actions on the Ameriquest, Argent
and Park Place mortgage pass-through certificates.  Affirmations
total $6.54 billion and downgrades total $775.2 million.  Break
Loss percentages and Loss Coverage Ratios for each class are
included with the rating actions as:

Ameriquest Mortgage Securities 2005-R6
  -- $216.1 million class A affirmed at 'AAA'
     (BL:63.33, LCR:5.16);

  -- $57 million class M-1 affirmed at 'AA+'
     (BL:48.40, LCR:3.94);

  -- $49.8 million class M-2 affirmed at 'AA'
     (BL:37.92, LCR:3.09);

  -- $13.8 million class M-3 affirmed at 'AA-'
     (BL:34.80, LCR:2.84);

  -- $18 million class M-4 affirmed at 'A+'
     (BL:27.77, LCR:2.26);

  -- $16.8 million class M-5 affirmed at 'A'
     (BL:21.41, LCR:1.74);

  -- $12.6 million class M-6 affirmed at 'A-'
     (BL:19.24, LCR:1.57);

  -- $10.2 million class M-7 affirmed at 'BBB+'
     (BL:17.46, LCR:1.42);

  -- $11.4 million class M-8 affirmed at 'BBB'
     (BL:15.40, LCR:1.26);

  -- $11.4 million class M-9 downgraded to 'BB' from 'BBB-'
     (BL:13.39, LCR:1.09);

  -- $13.2 million class M-10 downgraded to 'B' from 'BB+'
     (BL:11.32, LCR:0.92);

  -- $6.6 million class M-11 downgraded to 'B' from 'BB'
     (BL:10.86, LCR:0.89).

Deal Summary
  -- Originators: Ameriquest Mortgage Company;
  -- 60+ day Delinquency: 19.65%;
  -- Realized Losses to date (% of Original Balance): 1.17%;
  -- Expected Remaining Losses (% of Current Balance): 12.27%;
  -- Cumulative Expected Losses (% of Original Balance): 5.76%.

Ameriquest Mortgage Securities 2005-R7
  -- $341.6 million class A affirmed at 'AAA'
     (BL:54.48, LCR:4.92);

  -- $48 million class M-1 affirmed at 'AA+'
     (BL:46.05, LCR:4.16);

  -- $43.5 million class M-2 affirmed at 'AA+'
     (BL:38.98, LCR:3.52);

  -- $30.7 million class M-3 affirmed at 'AA'
     (BL:30.96, LCR:2.80);

  -- $23.2 million class M-4 affirmed at 'AA-'
     (BL:25.74, LCR:2.33);

  -- $23.2 million class M-5 affirmed at 'A+'
     (BL:22.59, LCR:2.04);

  -- $16.5 million class M-6 affirmed at 'A'
     (BL:20.21, LCR:1.83);

  -- $13.5 million class M-7 affirmed at 'A-'
     (BL:18.54, LCR:1.68);

  -- $14.2 million class M-8 affirmed at 'BBB+'
     (BL:16.26, LCR:1.47);

  -- $13.5 million class M-9 downgraded to 'BB' from 'BBB'
     (BL:11.18, LCR:1.01);

  -- $11.2 million class M-10 downgraded to 'B' from 'BBB'
     (BL:9.96, LCR:0.90);

  -- $8.2 million class M-11 downgraded to 'B' from 'BBB-'
     (BL:9.65, LCR:0.87);

  -- $5.2 million class M-12 downgraded to 'B' from 'BB+'
     (BL:9.64, LCR:0.87).

Deal Summary
  -- Originators: Ameriquest Mortgage Company;
  -- 60+ day Delinquency: 16.50%;
  -- Realized Losses to date (% of Original Balance): 0.70%;
  -- Expected Remaining Losses (% of Current Balance): 11.07%;
  -- Cumulative Expected Losses (% of Original Balance): 5.15%.

Ameriquest Mortgage Securities 2005-R8
  -- $345.7 million class A affirmed at 'AAA'
     (BL:53.84, LCR:5.58);

  -- $49.5 million class M-1 affirmed at 'AA+'
     (BL:44.84, LCR:4.65);

  -- $38.2 million class M-2 affirmed at 'AA+'
     (BL:38.83, LCR:4.02);

  -- $26.2 million class M-3 affirmed at 'AA'
     (BL:34.49, LCR:3.57);

  -- $24.7 million class M-4 affirmed at 'AA-'
     (BL:27.12, LCR:2.81);

  -- $19.8 million class M-5 affirmed at 'A+'
     (BL:23.52, LCR:2.44);

  -- $21.2 million class M-6 affirmed at 'A'
     (BL:20.71, LCR:2.15);
  -- $14.1 million class M-7 affirmed at 'A-'
     (BL:18.92, LCR:1.96);

  -- $12.7 million class M-8 affirmed at 'BBB+'
     (BL:15.50, LCR:1.61);

  -- $10.6 million class M-9 downgraded to 'BBB' from 'BBB+'
     (BL:12.11, LCR:1.25);

  -- $8.5 million class M-10 downgraded to 'BBB-' from 'BBB'
     (BL:10.81, LCR:1.12);

  -- $11.3 million class M-11 downgraded to 'BB' from 'BB+'
     (BL:9.75, LCR:1.01);

  -- $4.9 million class M-12 affirmed at 'BB'
     (BL:9.73, LCR:1.01).

Deal Summary
  -- Originators: Ameriquest Mortgage Company;
  -- 60+ day Delinquency: 15.35%;
  -- Realized Losses to date (% of Original Balance): 0.49%;
  -- Expected Remaining Losses (% of Current Balance): 9.65%;
  -- Cumulative Expected Losses (% of Original Balance): 4.58%.

Ameriquest Mortgage Securities 2005-R9
  -- $488.9 million class A affirmed at 'AAA'
     (BL:41.26, LCR:5.38);

  -- $93.9 million class M-1 affirmed at 'AA+'
     (BL:25.58, LCR:3.34);

  -- $37 million class M-2 affirmed at 'AA'
     (BL:20.06, LCR:2.62);

  -- $12.3 million class M-3 affirmed at 'AA-'
     (BL:18.25, LCR:2.38);

  -- $11.6 million class M-4 affirmed at 'A+'
     (BL:16.54, LCR:2.16);

  -- $13.7 million class M-5 affirmed at 'A'
     (BL:14.51, LCR:1.89);

  -- $8.9 million class M-6 affirmed at 'A-'
     (BL:13.42, LCR:1.75);

  -- $9.5 million class M-7 affirmed at 'BBB+'
     (BL:12.06, LCR:1.57);

  -- $6.8 million class M-8 affirmed at 'BBB'
     (BL:11.22, LCR:1.46);

  -- $11.6 million class M-9 affirmed at 'BBB-'
     (BL:9.34, LCR:1.22);

  -- $11.6 million class M-10 downgraded to 'BB' from 'BB+'
     (BL:7.69, LCR:1.00);

  -- $7.5 million class M-11 downgraded to 'B' from 'BB'
     (BL:7.09, LCR:0.92).

Deal Summary
  -- Originators: Ameriquest Mortgage Company;
  -- 60+ day Delinquency: 11.31%;
  -- Realized Losses to date (% of Original Balance): 0.44%;
  -- Expected Remaining Losses (% of Current Balance): 7.67%;
  -- Cumulative Expected Losses (% of Original Balance): 4.51%.

Ameriquest Mortgage Securities 2005-R10
  -- $648.3 million class A affirmed at 'AAA'
     (BL:43.99, LCR:5.83);

  -- $65.2 million class M-1 affirmed at 'AA+'
     (BL:37.20, LCR:4.93);

  -- $57.1 million class M-2 affirmed at 'AA+'
     (BL:31.75, LCR:4.20);

  -- $41.1 million class M-3 affirmed at 'AA'
     (BL:27.75, LCR:3.68);

  -- $29 million class M-4 affirmed at 'AA' (BL:24.9, LCR:3.3);

  -- $30 million class M-5 affirmed at 'A+'
     (BL:21.94, LCR:2.91);

  -- $26 million class M-6 affirmed at 'A'
     (BL:17.18, LCR:2.28);

  -- $26 million class M-7 affirmed at 'A-'
     (BL:14.47, LCR:1.92);

  -- $16 million class M-8 affirmed at 'BBB+'
     (BL:13.03, LCR:1.73);

  -- $14 million class M-9 affirmed at 'BBB'
     (BL:12.04, LCR:1.59);

  -- $20 million class M-10 affirmed at 'BBB-'
     (BL:11.03, LCR:1.46).

Deal Summary
  -- Originators: Ameriquest Mortgage Company;
  -- 60+ day Delinquency: 12.35%;
  -- Realized Losses to date (% of Original Balance): 0.51%;
  -- Expected Remaining Losses (% of Current Balance): 7.55%;
  -- Cumulative Expected Losses (% of Original Balance): 4.36%.

Ameriquest Mortgage Securities 2005-R11
  -- $616.5 million class A affirmed at 'AAA'
     (BL:43.69, LCR:5.49);

  -- $59.4 million class M-1 affirmed at 'AA+'
     (BL:37.06, LCR:4.66);

  -- $53.9 million class M-2 affirmed at 'AA+'
     (BL:31.54, LCR:3.96);

  -- $36.6 million class M-3 affirmed at 'AA'
     (BL:27.73, LCR:3.48);

  -- $27.4 million class M-4 affirmed at 'AA-'
     (BL:24.84, LCR:3.12);

  -- $28.3 million class M-5 affirmed at 'A+'
     (BL:21.84, LCR:2.74);

  -- $22.8 million class M-6 affirmed at 'A'
     (BL:17.89, LCR:2.25);

  -- $22.8 million class M-7 affirmed at 'A-'
     (BL:15.38, LCR:1.93);

  -- $15.5 million class M-8 affirmed at 'BBB+'
     (BL:13.72, LCR:1.72);

  -- $14.6 million class M-9 affirmed at 'BBB'
     (BL:12.30, LCR:1.55);

  -- $28.3 million class M-10 affirmed at 'BBB-'
     (BL:10.52, LCR:1.32).

Deal Summary
  -- Originators: Ameriquest Mortgage Company;
  -- 60+ day Delinquency: 12.09%;
  -- Realized Losses to date (% of Original Balance): 0.44%;
  -- Expected Remaining Losses (% of Current Balance): 7.96%;
  -- Cumulative Expected Losses (% of Original Balance): 4.63%.

Argent Securities 2005-W3
  -- $587.2 million class A affirmed at 'AAA'
     (BL:51.40, LCR:3.13);

  -- $72 million class M-1 affirmed at 'AA+'
     (BL:44.08, LCR:2.68);

  -- $68 million class M-2 affirmed at 'AA+'
     (BL:37.61, LCR:2.29);

  -- $45 million class M-3 affirmed at 'AA+'
     (BL:33.26, LCR:2.02);

  -- $33 million class M-4 downgraded to 'AA-' from 'AA'
     (BL:30.05, LCR:1.83);

  -- $33 million class M-5 downgraded to 'A+' from 'AA'
     (BL:26.83, LCR:1.63);

  -- $29 million class M-6 downgraded to 'A-' from 'A+'
     (BL:23.95, LCR:1.46);

  -- $32 million class M-7 downgraded to 'BBB-' from 'A'
     (BL:16.56, LCR:1.01);

  -- $23 million class M-8 downgraded to 'BB' from 'A-'
     (BL:18.34, LCR:1.12);

  -- $21 million class M-9 downgraded to 'BB' from 'BBB+'
     (BL:16.23, LCR:0.99);

  -- $14 million class M-10 downgraded to 'B' from 'BBB'
     (BL:13.46, LCR:0.82);

  -- $15 million class M-11 downgraded to 'B' from 'BBB-'
     (BL:12.53, LCR:0.76);

  -- $10 million class M-12 downgraded to 'C/DR5' from 'BBB-'
     (BL:12.17, LCR:0.74).

Deal Summary
  -- Originators: Argent Mortgage Company;
  -- 60+ day Delinquency: 22.74%;
  -- Realized Losses to date (% of Original Balance): 1.12%;
  -- Expected Remaining Losses (% of Current Balance): 16.44%;
  -- Cumulative Expected Losses (% of Original Balance): 9.62%.

Argent Securities 2005-W5
  -- $767.4 million class A affirmed at 'AAA'
     (BL:45.73, LCR:2.50);

  -- $76 million class M-1 affirmed at 'AA+'
     (BL:39.94, LCR:2.18);

  -- $68 million class M-2 downgraded to 'AA-' from 'AA+'
     (BL:34.43, LCR:1.88);

  -- $46 million class M-3 downgraded to 'A+' from 'AA'
     (BL:30.64, LCR:1.67);

  -- $33 million class M-4 downgraded to 'A' from 'AA'
     (BL:27.90, LCR:1.52);

  -- $33 million class M-5 downgraded to 'BBB+' from 'AA-'
     (BL:25.17, LCR:1.38);

  -- $31 million class M-6 downgraded to 'BBB' from 'A'
     (BL:22.53, LCR:1.23);

  -- $31 million class M-7 downgraded to 'BB' from 'A-'
     (BL:19.75, LCR:1.08);

  -- $23 million class M-8 downgraded to 'BB' from 'BBB+'
     (BL:17.89, LCR:0.98);

  -- $23 million class M-9 downgraded to 'B' from 'BBB'
     (BL:16.54, LCR:0.90).

Deal Summary
  -- Originators: Argent Mortgage Company;
  -- 60+ day Delinquency: 23.56%;
  -- Realized Losses to date (% of Original Balance): 1.08%;
  -- Expected Remaining Losses (% of Current Balance): 18.30%;
  -- Cumulative Expected Losses (% of Original Balance):
     12.12%.

Park Place Securities 2005-WHQ4
  -- $590.9 million class A affirmed at 'AAA'
     (BL:52.70, LCR:3.31);

  -- $73.9 million class M-1 affirmed at 'AA+'
     (BL:44.81, LCR:2.82);

  -- $67.1 million class M-2 affirmed at 'AA+'
     (BL:38.37, LCR:2.41);

  -- $47.7 million class M-3 affirmed at 'AA'
     (BL:33.63, LCR:2.11);

  -- $34.1 million class M-4 downgraded to 'AA-' from 'AA'
     (BL:30.22, LCR:1.9);

  -- $34.1 million class M-5 affirmed at 'A+'
     (BL:26.81, LCR:1.68);

  -- $32.9 million class M-6 downgraded to 'A-' from 'A'
     (BL:23.47, LCR:1.47);

  -- $30.7 million class M-7 downgraded to 'BBB' from 'A'
     (BL:20.30, LCR:1.28);

  -- $17 million class M-8 downgraded to 'BBB-' from 'A-'
     (BL:18.60, LCR:1.17);

  -- $20.4 million class M-9 downgraded to 'BB' from 'BBB'
     (BL:15.14, LCR:0.95);

  -- $13.6 million class M-10 downgraded to 'B-/DR3' from
     'BBB-' (BL:10.26, LCR:0.64);

  -- $9.1 million class M-11 downgraded to 'C/DR5' from 'BB+'
     (BL:9.82, LCR:0.62).

Deal Summary
  -- Originators: Argent Mortgage Company;
  -- 60+ day Delinquency: 24.61%;
  -- Realized Losses to date (% of Original Balance): 1.37%;
  -- Expected Remaining Losses (% of Current Balance): 15.92%;
  -- Cumulative Expected Losses (% of Original Balance): 8.41%.

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.


PEOPLE'S CHOICE: Fitch Cuts Ratings on Three Cert. Classes to B
---------------------------------------------------------------
Fitch Ratings has taken these rating actions on three People's
Choice Home Loan mortgage pass-through certificate transactions.
Affirmations total $962.4 million and downgrades total
$143.5 million.  Break Loss percentages and Loss Coverage Ratios
for each class are included with the rating actions as:

Series 2005-2
  -- $47.9 million class A affirmed at 'AAA'
     (BL: 98.05, LCR: 5.26);

  -- $40.2 million class M-1 affirmed at 'AA+'
     (BL: 81.23, LCR: 4.36);

  -- $35.7 million class M-2 affirmed at 'AA'
     (BL: 68.42, LCR: 3.67);

  -- $21.4 million class M-3 affirmed at 'AA'
     (BL: 60.52, LCR: 3.25);

  -- $20.3 million class M-4 affirmed at 'AA-'
     (BL: 52.87, LCR: 2.84);

  -- $17.6 million class M-5 affirmed at 'A+'
     (BL: 44.91, LCR: 2.41);

  -- $17.6 million class M-6 affirmed at 'A'
     (BL: 38.97, LCR: 2.09);

  -- $15.4 million class B-1 affirmed at 'A-'
     (BL: 33.32, LCR: 1.79);

  -- $13.7 million class B-2 affirmed at 'BBB+'
     (BL: 27.97, LCR: 1.50);

  -- $12.1 million class B-3 affirmed at 'BBB-'
     (BL: 23.13, LCR: 1.24);

  -- $15.4 million class B-4 downgraded to 'B' from 'BBB-'
     (BL: 16.83, LCR: 0.90).

Deal Summary
  -- Originators: People's Choice Mortgage;
  -- 60+ day Delinquency: 36.10%;
  -- Realized Losses to date (% of Original Balance): 1.15%;
  -- Expected Remaining Losses (% of Current Balance): 18.63%;
  -- Cumulative Expected Losses (% of Original Balance): 5.98%.

Series 2005-3
  -- $116.2 million class A affirmed at 'AAA'
     (BL: 83.53, LCR: 4.77);

  -- $42.7 million class M-1 affirmed at 'AA+'
     (BL: 69.69, LCR: 3.98);

  -- $40.4 million class M-2 affirmed at 'AA'
     (BL: 58.22, LCR: 3.33);

  -- $22.4 million class M-3 affirmed at 'AA-'
     (BL: 51.78, LCR: 2.96);

  -- $21.3 million class M-4 affirmed at 'A+'
     (BL: 44.79, LCR: 2.56);

  -- $19.1 million class M-5 affirmed at 'A'
     (BL: 39.70, LCR: 2.27);

  -- $18.5 million class M-6 affirmed at 'A-'
     (BL: 34.46, LCR: 1.97);

  -- $16.3 million class M-7 affirmed at 'BBB+'
     (BL: 29.67, LCR: 1.69);

  -- $15.1 million class M-8 affirmed at 'BBB'
     (BL: 25.13, LCR: 1.44);

  -- $14.0 million class M-9 downgraded to 'BBB-' from 'BBB'
     (BL: 20.85, LCR: 1.19);

  -- $11.2 million class M-10 downgraded to 'BB' from 'BBB-'
     (BL: 17.32, LCR: 0.99);

  -- $1.6 million class M-11 downgraded to 'BB' from 'BBB-'
     (BL: 16.87, LCR: 0.96).

Deal Summary
  -- Originators: People's Choice Mortgage;
  -- 60+ day Delinquency: 32.90%;
  -- Realized Losses to date (% of Original Balance): 0.73%;
  -- Expected Remaining Losses (% of Current Balance): 17.51%;
  -- Cumulative Expected Losses (% of Original Balance): 6.54%.

Series 2005-4
  -- $279.1 million class A affirmed at 'AAA'
     (BL: 67.95, LCR: 3.45);

  -- $42.0 million class M-1 affirmed at 'AA+'
     (BL: 52.68, LCR: 2.68);

  -- $40.3 million class M-2 affirmed at 'AA+'
     (BL: 44.05, LCR: 2.24);

  -- $26.1 million class M-3 affirmed at 'AA'
     (BL: 39.15, LCR: 1.99);

  -- $19.8 million class M-4 affirmed at 'AA-'
     (BL: 35.27, LCR: 1.79);

  -- $19.8 million class M-5 downgraded to 'A' from 'A+'
     (BL: 31.27, LCR: 1.59);

  -- $18.1 million class M-6 downgraded to 'A-' from 'A'
     (BL: 27.59, LCR: 1.40);

  -- $17.6 million class M-7 downgraded to 'BBB' from 'A-'
     (BL: 23.97, LCR: 1.22);

  -- $13.6 million class M-8 downgraded to 'BB' from 'BBB+'
     (BL: 21.10, LCR: 1.07);

  -- $14.2 million class M-9 downgraded to 'B' from 'BBB+'
     (BL: 18.00, LCR: 0.92);

  -- $10.7 million class M-10 downgraded to 'B' from 'BBB'
     (BL: 15.51, LCR: 0.79);

  -- $6.9 million class M-11 downgraded to 'C/DR5' from 'BBB-'.

Deal Summary
  -- Originators: People's Choice Mortgage;
  -- 60+ day Delinquency: 30.64%;
  -- Realized Losses to date (% of Original Balance): 0.70%;
  -- Expected Remaining Losses (% of Current Balance): 19.67%;
  -- Cumulative Expected Losses (% of Original Balance): 9.98%.

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.


POPE & TALBOT: May Employ Pachulski Stang as Bankruptcy Co-Counsel
------------------------------------------------------------------
The United States Bankruptcy Court for the District of Delaware
has granted Pope & Talbot Inc. and its debtor-affiliates authority
to employ Pachulski Stang Ziehl & Jones LLP, as their bankruptcy
co-counsel, nunc pro tunc to the Nov. 19, 2007.

Pachulski will file applications and be compensated in accordance
with Sections 330 and 331 of the Bankruptcy Code, the Bankruptcy
Rules, the Local Rules and other procedures as may be fixed by
Court order.

As reported in the Troubled Company Reporter on Nov. 30, 2007,
Harold N. Stanton, president and chief executive officer of Pope
& Talbot Inc., said that the Debtors selected Pachulski Stang
because of the firm's extensive experience and knowledge in
business reorganizations under Chapter 11.  He added that in
preparing for its representation, Pachulski Stang has familiarized
with the Debtors' businesses and affairs, and many of the
potential legal issues, which may arise in the Chapter 11 cases.

As the Debtors' co-counsel, Pachulski Stang will:

   -- provide legal advice with respect to the Debtors' powers
      and duties as debtors-in-possession in the continued
      operation of their businesses and management of their
      property;

   -- prepare necessary applications, motions, answers, orders,
      reports, and other legal papers;

   -- appear in Court to protect the interests of the Debtors;

   -- prepare and pursue approval of a disclosure statement and
      confirmation of a plan of reorganization; and

   -- perform all other legal services for the Debtors.

In accordance with Section 330(a) of the Bankruptcy Code,
Pachulski Stang will be paid according to its customary hourly
rate and will be reimbursed of its actual and necessary expenses.
Pachulski Stang's standard hourly rates are:

             Professional           Hourly Rate
             ------------           -----------
             Laura Davis Jones         $750
             James E. O'Neill          $475
             Timothy P. Cairns         $350
             Karina Yee                $180

Pachulski Stang related that it has received payments,
aggregating $135,000, from the Debtors during the year prior to
the bankruptcy filing in connection with its representation of the
Debtors.

Laura Davis Jones, Esq., a managing partner at Pachulski Stang,
assured the Court that her firm does not hold or represent any
interest adverse to the Debtors' bankruptcy estates.  She added
that Pachulski Stang is a "disinterested person" as defined in
Section 101(14) of Bankruptcy Code.

                       About Pope & Talbot

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' CCAA Stay expires
on Jan. 16, 2008.

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


POPE & TALBOT: May Employ Shearman Sterling as Bankruptcy Counsel
-----------------------------------------------------------------
The United States Bankruptcy Court for the District of Delaware
has granted Pope & Talbot Inc. and its debtor-affiliates
permission to employ Shearman & Sterling LLP, as their bankruptcy
counsel, effective as of the date of bankruptcy filing.

The Hon. Christopher S. Sontchi also authorized Shearman &
Sterling to apply its remaining credit balance in favor of the
Debtors, to pay any fees, charges and disbursements relating to
prepetition services rendered to the Debtors that remain unpaid as
of Nov. 19, 2007.

The remaining portion of the Retainer will be applied to fees,
charges and disbursements relating to postpetition services
rendered to the Debtors.

As reported in the Troubled Company Reporter on Nov. 30, 2007,
Harold N. Stanton, president and chief executive officer of Pope
& Talbot Inc., related that the Debtors selected Shearman &
Sterling because of the firm's extensive experience in
reorganization and bankruptcy proceedings, and familiarity with
the Debtors' business and legal affairs, and other issues
relevant to the reorganization.

As the Debtors' bankruptcy counsel, Shearman & Sterling will:

    -- provide legal advice with respect to the Debtors' powers
       and duties as debtors-in-possession in the continued
       operation of their business and management of their
       properties;

    -- prepare legal papers on behalf of the Debtors;

    -- pursue confirmation of a plan of reorganization and
       approval of the corresponding solicitation procedures and
       disclosure statement;

    -- attend meetings and negotiate with the creditors'
       representatives, equity holders and other parties-in-
       interest;

    -- provide general corporate, capital markets, mergers and
       acquisitions, employment, tax and litigation advice and
       other general non-bankruptcy legal services to the
       Debtors;

    -- appear before the Court, any appellate courts and the
       Office of the United States Trustee to protect the
       Debtors' interests; and

    -- provide other legal services necessary and proper in the
       Chapter 11 proceedings.

Shearman & Sterling intends to work closely with other
professionals retained by the Debtors to avoid unnecessary
duplication of services performed for or charged to the Debtors'
estates.

In exchange for the contemplated legal services, the Debtors will
pay Shearman & Sterling based on the firm's applicable hourly
rates:

         Professional             Hourly Rate
         ------------             -----------
         Partners                 $695 to $940
         Counsel/Specialists      $500 to $750
         Associates               $325 to $595
         Legal Assistants         $100 to $235

The Debtors will also reimburse the firm for expenses it may
incur, including travel costs and temporary employment of
additional staff, relating to any work undertaken.

Shearman & Sterling relates that it received an advance retainer
of $800,000 from the Debtors.

Fredrick Sosnick, Esq., a Shearman & Sterling professional,
assured the Court that his firm is a "disinterested person," as
the term is defined in Section 101(14) of the Bankruptcy Code.

                       About Pope & Talbot

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' CCAA Stay expires
on Jan. 16, 2008.

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


POPE & TALBOT: Asks Court Approval to Assign Contracts to InterFor
------------------------------------------------------------------
Pope & Talbot Inc. and its debtor-affiliates asks the United
States Bankruptcy Court for the District of Delaware for authority
to:

  (i) assume and assign to International Forest Products
      Limited, effective on the closing date, certain business
      contracts, and

(ii) execute and deliver to Interfor the documents
      or other instruments as may be necessary to cure, transfer
      and assign the Business Contracts to Interfor.

                   No Other Qualifying Bidders

Pursuant to the Court's bidding procedures order for the Debtors'
Wood Products Business, any Qualifying Bidder, other than
Interfor, must have delivered its bid by Dec. 14, 2007.

Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones LLP, in
Wilmington, Delaware, tells the Court that since no other bid was
received by the Bid Deadline, "Interfor is deemed the successful
bidder pursuant to the Bidding Procedures and the Purchase Price,
as set forth in the Asset Purchase Agreement."

The Debtors believe that Interfor does not have any interest that
is materially adverse to the Debtors, their estates or creditors,
Ms. Jones notes.

Moreover, the Debtors believe that the terms and conditions of
the Asset Purchase Agreement are fair and reasonable and
comparable to terms of similar agreements in sales of comparable
assets, Ms. Jones states.

                        Cure of Defaults

To the extent that any monetary defaults exist under any Business
Contracts, pursuant to the terms of the Asset Purchase Agreement,
the Debtors will cure any default prior to the assumption and
assignment of the Business Contracts unless provided otherwise in
the Asset Purchase Agreement, Ms. Jones explains.

Furthermore, to the extent that any nonmonetary defaults exist
under a nonresidential real property lease that is a Business
Contract, the default will be cured by Interfor by performance at
and after the assumption and assignment of the lease pursuant to
the terms of the Asset Purchase Agreement, Ms. Jones clarifies.

The Debtors represent that upon information and belief, that
Interfor has sufficient financial resources and experience to
assure the non-debtor parties to the Business Contracts of
adequate future performance, Ms. Jones says.

A schedule of the Debtors' proposed cure amounts is available for
free at http://researcharchives.com/t/s?269c

                Debtors Want Exhibits Sealed

Ms. Jones tell the Hon. Christopher S. Sontchi that the InterFor
APA contains numerous schedules and exhibits, which the Debtors
have determined to be confidential in nature.

Accordingly, the Debtors seek the Court's authority to file
certain exhibits under seal.  These are:

   a. Exhibits:

      Exhibit 1.01(f) -- Principles and Procedures for Inventory
                         Valuation
      Exhibit 1.01(g) -- Formula for Determining Target Inventory
                         Adjustment
      Exhibit 1.01(i) -- Formula for Determining STI Adjustment
      Exhibit 2.10    -- Principles and Procedures for
                         Determining Forestry Services
      Exhibit 3.12    -- Timber Tenures
      Exhibit 5.05    -- Mill Log Inventories
      Exhibit 6.01    -- Salaried Employees

   b. Disclosure schedule:

      Section 3.13    -- Employee Benefit Matters

The Canadian Debtors likewise sought the Canadian Court's
authority to file the exhibits under seal.

                    Objections to Cure Amounts

Four parties filed individual objections to the Debtors' proposed
cure amounts.  Three of the four Objecting Parties assert
additional amounts that may fall due and accrue prior to the
Closing Date.

The Objecting Parties and the Cure Amounts asserted are:

                                               Amount
   Entity                                     Asserted
   ------                                     --------
   ARI Financial Services, Inc.                $19,232
   Automotive Rentals, Inc.                      6,899
   Caterpillar Financial Services Corp.         51,164
   IGI Resources, Inc.                           3,976

As reported in the Troubled Company Reporter on Dec. 10, 2007,
Judge Sontchi approved approved in all respects the stalking horse
purchase agreement the Debtors entered into with InterFor for the
sale of certain of their Wood Products Business Assets and the
assumption of certain related liabilities.

                       About Pope & Talbot

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' CCAA Stay expires
on Jan. 16, 2008.

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


PORT BARRE: S&P Maintains B+ Senior Secured Debt Rating
-------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' senior
secured debt rating and '3' recovery rating on Port Barre
Investments LLC's (PBI; d/b/a Bobcat Gas Storage) $185 million of
credit facilities maturing in 2014, which consist of a
$65 million delayed-draw term loan A and a $120 million term loan
B.  The outlook remains negative.

The affirmation follows the sponsors' Haddington Energy Partners
III, L.P. and EFS Gas Storage Holdings LLC's commitment to infuse
additional equity and to fund a new contingency to cover
additional cost overruns at the project.   The negative outlook
reflects Standard & Poor's conclusion that successfully completing
the project on budget will remain challenging and the potential
exists for increases in future uncommitted project construction
costs beyond the established contingency, over the intermediate
term.

The outlook on PBI is negative.  The negative outlook reflects
Standard & Poor's concerns that the remaining project costs may
exceed the committed funds before the scheduled in-service date
and that construction will remain challenging.

"We could lower the ratings if the revised construction costs
continue to escalate, construction is delayed, or merchant risk
increases or the price of storage declines," said Standard &
Poor's credit analyst Mr. Michael V. Grande.  Failure of the co-
sponsors to provide their committed equity contributions to
the project will result in a downgrade.  "Although not anticipated
over the intermediate term, we could revise the outlook to stable
if projected construction costs are in the revised budget and
construction continues to progress on schedule," Mr. Grande
continued.


RED MOUNTAIN: Fitch Affirms 'B-' Rating on $8.7MM Certificates
--------------------------------------------------------------
Fitch Ratings affirms these classes of Red Mountain Funding
L.L.C.'s, commercial mortgage pass-through certificates, series
1997-1:

  -- Interest-Only class X-2 at 'AAA';
  -- $724,552 class E at 'BB';
  -- $8.7 million class F at 'B-'.

The $1.1 million class G remains at 'C/DR5'.  Classes A-1, A-2, B,
C, D and interest-only class X-1 have paid in full.  Classes H-K
have been fully depleted by realized losses.

The ratings affirmations are due to the increased concentration of
a single-asset type and the long-standing presence of specially
serviced loans.  Currently there are six nursing home
facilities/healthcare properties remaining in the pool, of which
five (82% of the pool) have been specially serviced since July
2004.  The five specially serviced loans are located throughout
Mississippi and share the same operator, which declared bankruptcy
in 2004.  In June 2007, the debtor's filed a Debtor's Report of
Substantial Consummation and Request for Final Decree, and the
Final Decree was granted June 28, 2007.

It is anticipated that the properties will remain in special
servicing for a minimum of one year post bankruptcy and return to
the master servicer after continued stable performance.  Four of
the assets (44%) are cross-defaulted, cross-collateralized and
this portfolio represents 302 beds.  The trailing 12 month
September 2007 weighted average occupancy was 95% and the weighted
average debt service coverage ratio was 3.93 times.  The fifth
asset (38%) has 240 beds and reported September 2007 TTM occupancy
of 68% and DSCR of 1.79x.

The sixth loan (18%) in the pool is not specially serviced and is
located in Ohio with 101 beds.

As of the December 2007 distribution date, the pool's aggregate
principal balance has been reduced 93.4% to $10.5 million from
$158.8 million at issuance.


RENAISSANCE HOME: Fitch Junks Rating on Class B Loan
----------------------------------------------------
Fitch Ratings has taken these rating actions on the Renaissance
Home Equity Loan Trust issue:

Renaissance HELT 2002-2
  -- Class A affirmed at 'AAA';
  -- Class M1 affirmed at 'AA';
  -- Class M2 downgraded to 'BBB' from 'BBB+' and placed on
     Rating Watch Negative;

  -- Class B downgraded to 'CC/DR3' from 'B'.

The underlying collateral for the mortgage transactions listed
above consists of both fixed- and adjustable-rate mortgage loans
secured by first and second liens on residential mortgages
extended to subprime borrowers.  As of the November 2007
distribution date, the transaction is seasoned 65 months and the
pool factor is approximately 10%.  The mortgage loans are serviced
by Ocwen Financial Corp. (rated 'RPS2' by Fitch).

The affirmations reflect a satisfactory relationship between
credit enhancement and future loss expectations and affect
approximately $15.1 million of outstanding certificates.

The downgrades, affecting approximately $4.4 million of the
outstanding certificates, reflect the deterioration in the
relationship of CE to future loss expectations.  The transaction
has serious delinquencies of 38.65% and cumulative losses of
2.67%.  Losses have exceeded excess spread for nine of the last 12
months and as a result, overcollateralization is below target and
deteriorating.  Class M-2 was also placed on Rating Watch
Negative.  Fitch will continue to closely monitor this transaction
over the next six months.  If credit enhancement continues to
deteriorate, further rating actions may be necessary.


RITCHIE MULTI-STRATEGY: Investors File Involuntary Ch. 11 Petition
------------------------------------------------------------------
An involuntary Chapter 11 Bankruptcy case was filed on Dec. 26,
2007, in the United States Bankruptcy Court for the Northern
District of Illinois by investors in a domestic hedge fund,
Ritchie Multi-Strategy Global, LLC, managed by Ritchie Capital
Management and, in conjunction, the investors filed a motion under
Bankruptcy Rule 2004 seeking to investigate allegations of
mismanagement, self-dealing and fraud.

The involuntary bankruptcy case was brought by investor creditors
holding aggregate claims exceeding $45 million, seeking to
investigate whether RCM, as the manager of the domestic multi-
strategy hedge fund:

   (1) violated Federal law,

   (2) engaged in improper self-dealing transactions, and

   (3) breached its management agreement with the Hedge Fund.

The Hedge Fund that is the subject of the involuntary proceeding,
Ritchie Multi-Strategy Global, LLC, is in what appears to be the
final stages of liquidation.  Investors in the Hedge Fund were
advised in September 2006 that redemption of investments would be
delayed indefinitely while RCM worked to wind down and sell the
Hedge Fund's portfolio.  As a result, a group of the largest
investors in the Hedge Fund and in a related offshore hedge fund
also managed by RCM, including the Petitioning Creditors in the
involuntary filing, formed an Investors Committee to monitor the
wind down of the Hedge Fund and the Offshore Fund.

In April 2007, RCM completed a transaction for the Funds pursuant
to which much of the combined portfolio was sold to Rhone Holdings
II, Ltd., an affiliate of Reservoir Capital Partners.  Completion
of the Rhone transaction left the Funds with cash and a purchase
price account receivable from Rhone, as well as certain assets
excluded from the transaction.  RCM continues to manage the
portfolio sold to Rhone.

The Investors Committee members consented to the Rhone transaction
and, thereafter, requested from the Funds and RCM detailed
information about RCM's financial dealings with the Funds.

"RCM's management of the portfolio for Rhone and, at the same
time, its obligation to enforce the Funds' rights against Rhone
and the portfolio, including with respect to the purchase price
account receivable, creates an inherent and actual conflict of
interest," the Investors' counsel, Jeff Marwil, a partner and Co-
Chair of the Restructuring and Insolvency Group at Winston &
Strawn LLP, said.  "This obvious conflict, when combined with
RCM's utter refusal to provide any financial information about
RCM's dealings with the Funds, left the investors no choice but to
seek Court supervision of the investors' investigation."

As a result, the Petitioning Creditors commenced the involuntary
bankruptcy case in order to insure that RCM has not and does not
misuse its control of the Funds to the economic detriment of
investors.  "The involuntary filing and discovery request is
necessitated by the combination of the utter lack of transparency
to investors in the Funds' dealings with RCM, and RCM's exclusive
and complete control over the business and financial affairs of
the Funds," Mr. Marwil said.

The actual, existing conflict of interest between RCM and the
Funds, and RCM's refusal to provide meaningful information to
investors, appears to have led to the involuntary filing and the
2004 discovery motion in order to investigate RCM and its dealings
with the Funds and, if appropriate, to pursue claims and causes of
action against RCM, and perhaps others.

Headquartered in Lisle, Illinois, Ritchi Multi-Strategy Global LLC
is a domestic multi-strategy hedge fund.

The alleged Debtor's involuntary case summary was published in the
Troubled Company Reporter yesterday, Dec. 27, 2007.


RIVER ROCK: Case Summary & Largest Unsecured Creditor
-----------------------------------------------------
Debtor: River Rock Cottages, L.L.C.
        850 Linda Lane
        Charlotte, NC 28211

Bankruptcy Case No.: 07-32532

Chapter 11 Petition Date: December 27, 2007

Court: Western District of North Carolina (Charlotte)

Judge: J. Craig Whitley

Debtor's Counsel: A. Burton Shuford, Esq.
                  Shuford, Hunter & Brown, P.A.
                  301 South McDowell Street, Suite 1012
                  Charlotte, NC 28204
                  Tel: (704) 377-0280
                  Fax: (704) 377-8666

Total Assets: $13,216,707

Total Debts:   $3,333,153

Debtor's Largest Unsecured Creditor:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Polk County Tax Collector      2007 Real property    $5,813
P.O. Box 308                   taxes
Columbus, NC 28722


RURAL/METRO CORP: Sept. 30 Balance Sheet Upside-Down by $113 Mil.
-----------------------------------------------------------------
Rural/Metro Corporation's consolidated balance sheet at Sept. 30,
2007, showed $293.0 million in total assets, $403.7 million in
total liabilities, and $2.3 million in minority interest,
resulting in a $113.0 million total stockholders' deficit.

Net income for the first quarter ended Sept. 30, 2007, was
$411,000, compared to net income of $1.7 million for the same
prior-year period.

Consolidated net revenue for the first quarter ended Sept. 30,
2007 increased 4.5%, or $5.2 million, to $119.5 million, compared
to $114.3 million for the prior year.  Ambulance services revenue
for the quarter increased 4.3%, or $4.1 million, to
$100.8 million, compared to $96.7 million for the same period of
the prior year.  Other services revenue, which includes fire
services revenue, increased 6.1%, or $1.1 million, to
$18.7  million, compared to $17.6 million for the same period of
the prior year.  On a consolidated basis, period-over-period net
revenue growth was driven primarily by same-service area market
expansion; new contracts for emergency and non-emergency ambulance
services, as well as one new contract for airport fire protection
services; higher subsidies negotiated under 911-emergency
contracts; and rate increases on master and subscription fire
contracts.

First-quarter EBITDA from continuing operations was $12.6 million
compared to $14.4 million for the same prior-year period.

Jack Brucker, president and chief executive officer, said, "During
the fourth quarter of fiscal 2007 and the first quarter of fiscal
2008, we continued to produce steady year-over-year growth in net
revenue through new contract wins, renewals, and same-market
expansion efforts; to execute on key strategies to minimize
exposure to uncompensated care; and to generate predictable cash
flows, as the initiatives we are implementing to improve ambulance
collections continue to gain momentum.

"We continued to trend positively with respect to our ongoing
efforts to improve collections and made significant strides in the
key operating metrics we use to measure uncompensated care," Mr.
Brucker said. "During the first quarter, we were also successful
in increasing ambulance subsidies by $900,000 over the prior year
to help offset uncompensated care related to uninsured patients."

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?269d

                       About Rural/Metro

Headquartered in Scottsdale, Arizona, Rural/Metro Corporation
(Nasdaq:RURL) -- http://www.ruralmetro.com/-- provides emergency
and non-emergency ambulance services and private fire protection
services in 23 states and approximately 400 communities throughout
the United States.


SALANDER-O'REILLY: Restructuring Officer Wants ArtWorks Returned
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
will convene a hearing on Jan. 3, 2008, to consider the request
of Salander-O'Reilly Galleries LLC's chief restructuring officer
for the return of 231 art pieces to the gallery, Bill Rochelle
of Bloomberg News reports.

The chief restructuring officer argued that the artworks, now
in the possession of the gallery's owner Lawrence Salander,
belongs to the gallery.

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, an independent turnaround firm.


SCAN INT'L: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: S.C.A.N. International, Inc.
        aka S.C.A.N. Contemporary Furniture
        7081 Oakland Mills Road
        Columbia, MD

Bankruptcy Case No.: 07-23153

Type of Business: The Debtor sells furniture.  See
                  http://www.scanfurniture.com/

Chapter 11 Petition Date: December 26, 2007

Court: District of Maryland

Debtor's Counsel: Stephen F. Fruin, Esq.
                  Whiteford, Taylor & Preston, L.L.P.
                  Seven Saint Paul Street
                  Baltimore, MD 21202-1636
                  Tel: (410) 347-8700
                  Fax: (410) 752-7092

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Jesper Office                  Trade Debt            $513,033
50 Country Line
Branchburg, NJ 08876

Ekornes, Inc.                  Trade Debt            $258,689
500 Memorial Drive
Suites 1 and 2
Somerset, NJ 08873

Mobican Furniture, Inc.        Trade Debt            $130,714
915 Aubry
Saint-Jean-sur-Richelieu,
Quebec J3B 2H8 CANADA

McCreary Modern                Trade Debt            $99,626

Actona Co.                     Trade Debt            $80,153

K.S.L. Manufacturing           Trade Debt            $68,267

Spagnesi International         Trade Debt            $67,254

P.L.C. Dulles, L.P.            Trade Debt            $50,730

Skovby Mobelfabrik A./S.       Trade Debt            $46,581

Becker Designed, Inc.          Trade Debt            $46,102

I.M.S./S.R.L. Italia           Trade Debt            $45,506

Amisco Industries              Trade Debt            $44,037

A.D.V.O.                       Trade Debt            $43,830

Fed Realty Invest Trust        Trade Debt            $41,937

Botzler Emory Columbia         Trade Debt            $41,206

Fairfax Dobbin, L.L.C.         Trade Debt            $40,674

American Leather               Trade Debt            $38,769

St. John Properties, Inc.      Trade Debt            $38,414

Softline Calia America         Trade Debt            $38,400

Euro Style                     Trade Debt            $33,937


SECURITIZED ASSET: Fitch Puts Low-B Ratings on Four Cert. Classes
-----------------------------------------------------------------
Fitch Ratings has taken rating actions on these Securitized Asset
Backed Receivables mortgage pass-through certificates.
Affirmations total $649.8 million and downgrades total
$169.2 million.  Break Loss percentages and Loss Coverage Ratios
for each class are included with the rating actions as:

Series 2005-FR4
  -- $44.7 million class A affirmed at 'AAA'
     (BL: 96.99, LCR: 4.56);

  -- $93.9 million class M-1 affirmed at 'AA'
     (BL: 66.98, LCR: 3.15);

  -- $71.3 million class M-2 affirmed at 'A'
     (BL: 44.74, LCR: 2.10);

  -- $17.5 million class M-3 affirmed at 'A-'
     (BL: 39.30, LCR: 1.85);

  -- $18.6 million class B-1 affirmed at 'BBB+'
     (BL: 33.44, LCR: 1.57);

  -- $13.7 million class B-2 affirmed at 'BBB'
     (BL: 29.20, LCR: 1.37);

  -- $14.8 million class B-3 affirmed at 'BBB-'
     (BL: 24.72, LCR: 1.16);

  -- $13.7 million class B-4 downgraded to 'BB' from 'BB+'
     (BL: 21.41, LCR: 1.01).

Deal Summary
  -- Originators: Fremont Investment and Loan (100%);
  -- 60+ day Delinquency: 37.7%;
  -- Realized Losses to date (% of Original Balance): 1.49%;
  -- Expected Remaining Losses (% of Current Balance): 21.26%;
  -- Cumulative Expected Losses (% of Original Balance): 7.76%.

Series 2005-HE1
  -- $284.8 million class A affirmed at 'AAA'
     (BL: 58.39, LCR: 2.87);

  -- $90.1 million class M-1 affirmed at 'AA+'
     (BL: 42.47, LCR: 2.09);

  -- $75.2 million class M-2 downgraded to 'A-' from 'A+'
     (BL: 29.43, LCR: 1.45);

  -- $18.6 million class M-3 downgraded to 'BBB' from 'A'
     (BL: 26.11, LCR: 1.29);

  -- $18.6 million class B-1 downgraded to 'BBB-' from 'A-'
     (BL: 22.66, LCR: 1.12);

  -- $14.9 million class B-2 downgraded to 'BB' from 'BBB+'
     (BL: 19.97, LCR: 0.98);

  -- $14.3 million class B-3 downgraded to 'B' from 'BBB'
     (BL: 17.62, LCR: 0.87);

  -- $13.6 million class B-4 downgraded to 'B' from 'BBB-'
     (BL: 15.90, LCR: 0.78).

Deal Summary
  -- Originators: New Century (37%), WMC (63%);
  -- 60+ day Delinquency: 32.17%;
  -- Realized Losses to date (% of Original Balance): 1.25%;
  -- Expected Remaining Losses (% of Current Balance): 20.31%;
  -- Cumulative Expected Losses (% of Original Balance):
     10.63%.

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.


SENIOR HOUSING: Fitch Holds 'BB+' Issuer Default Rating
-------------------------------------------------------
Fitch Ratings has affirmed the rating for Senior Housing
Properties Trust issuer default rating and senior unsecured notes
at 'BB+'.  In addition, Fitch has assigned a 'BB+' rating to SNH's
unsecured revolving credit facility.  The Rating Outlook is
Stable.

Senior Housing Properties Trust
  -- Issuer Default Rating affirmed at 'BB+';
  -- Senior unsecured notes affirmed at 'BB+';
  -- Unsecured Revolving Credit facility 'BB+'.

Fitch's rationale to affirm the IDR and senior unsecured notes at
'BB+' and to assign a 'BB+' rating to the unsecured revolving
credit facility pertains primarily to SNH's substantial
operator/tenant concentration.  SNH's property portfolio is
primarily operated and leased by two senior living operators, Five
Star Quality Care, Inc. and Sunrise Senior Living, Inc.  As of
Sept 30, 2007, Five Star operated and leased 146 properties which
represented 71.8% of total investments and 69.8% of total
annualized rent.  Sunrise operated and leased 14 properties that
represented 17.6% of total investments and 17.0% of total
annualized rent.  Additionally, Fitch is concerned by the inter-
relationships SNH, as well as its external manager, Reit
Management & Research LLC have with Five Star.  Lastly, Fitch is
somewhat concerned that some of SNH's senior living investments
are significantly reliant on revenue from government reimbursement
programs.

SNH's operating performance improved year over year for the past
three fiscals through Sept. 30, 2007.  For the last twelve months
ended Sept. 30, 2007, Fitch calculated net profits higher by 23.3%
to $86.2 million as compared to $66.1 million in fiscal 2006 due
to increased rental revenue, reduced interest expense, and a lower
recognized loss on the early extinguishment of debt.  Fitch
considers SNH's debt service coverage as reported by the company
for the three months ended Sept. 30, 2007 of 4.98 times to be
solid, especially as it relates to the covenant requirement of
2.00x.  Fitch's calculation of SNH's fixed charge coverage for the
prior three fiscal periods is considered healthy, and improved
significantly for the LTM ended Sept. 30, 2007 to 4.33x.

SNH has a substantial unencumbered asset pool which Fitch
calculated to be $1,712.2 million as of Sept. 30, 2007.  Fitch
also believe that the unencumbered asset to unsecured debt
coverage of 5.32x as reported by the company indicates significant
support for unsecured creditors in a default situation.  In
addition, Fitch believes that SNH remains committed to prudently
managing leverage.  Leverage as measured by total debt to
undepreciated book capital remained low and declined sharply to
22.0% as of Sept. 30, 2007.  Furthermore, Fitch favorably view
SNH's restrained use of secured debt within its debt financing
mix.

Fitch considers SNH's $550 million unsecured revolving credit
facility, which includes a feature that could expand the borrowing
capacity by an additional $550 million under certain
circumstances, to be a solid source of liquidity.  Fitch also
favorably view SNH's willingness to raise equity to repay
borrowings outstanding under the unsecured revolving credit
facility as indicated in its recent offering of 5 million common
shares of beneficial interest.  Additionally, SNH has no
significant debt maturities due until 2012.

SNH is a real estate investment trust which owns senior living
properties comprising independent and assisted living communities,
continuing care retirement communities, nursing homes, and
rehabilitation hospitals throughout the United States.  As of
Sept. 30, 2007, SNH owned 196 senior living properties leased to
11 tenants under 12 separate leases with approximately 23,981
living units located in 32 states.  All of the company's leases
are generally 'triple-net' leases which require the tenants to pay
all property-related expenses.

In 1998, SNH was created by HRPT Properties Trust, a publicly
traded REIT that primarily owns and leases office buildings.  In
1999, SNH was spun-off to HRPT's shareholders as a separate
publicly traded REIT on the New York Stock Exchange.  SNH and HRPT
are externally managed by Reit Management & Research LLC.

In 2000, SNH created Five Star to operate nursing homes
repossessed or acquired from two former SNH tenants.  On
Dec. 31, 2001, SNH distributed substantially all of Five Star's
outstanding shares to its shareholders.  Subsequently, Five Star
became a separate publicly-owned company listed on the American
Stock Exchange.


SOLSTICE ABS: Moody's Lowers Baa3 Rating on $50 Mil. Notes to B3
----------------------------------------------------------------
Moody's Investors Service downgraded these notes issued by
Solstice ABS CBO, Ltd.:

Class Description: $225,000,000 Class A First Priority Senior
Secured Floating Rate Notes Due 2036

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

Class Description: $50,000,000 Class B Second Priority Senior
Secured Floating Rate Notes Due 2036

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

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


SOUNDVIEW HOME: Fitch Chips Ratings on $481.4MM Certificates
------------------------------------------------------------
Fitch Ratings has taken these rating actions on five Soundview
Home Equity Loan Trust asset-backed certificates.  Affirmations
total $1.91 billion and downgrades total $481.4 million.  Break
Loss percentages and Loss Coverage Ratios for each class are
included with the rating actions as:

Soundview 2005-3
  -- $62.6 million class A affirmed at 'AAA'
     (BL: 79.74, LCR: 7.92);

  -- $28.1 million class M1 affirmed at 'AA+'
     (BL: 67.20, LCR: 6.67);

  -- $26 million class M2 affirmed at 'AA+'
     (BL: 55.58, LCR: 5.52);

  -- $15.8 million class M3 affirmed at 'AA'
     (BL: 48.48, LCR: 4.81);

  -- $14 million class M4 affirmed at 'AA-'
     (BL: 42.13, LCR: 4.18);

  -- $11.9 million class M5 affirmed at 'A'
     (BL: 36.70, LCR: 3.64);

  -- $11.6 million class M6 affirmed at 'A-'
     (BL: 31.33, LCR: 3.11);

  -- $10.2 million class M7 affirmed at 'BBB+'
     (BL: 25.40, LCR: 2.52);

  -- $9.1 million class M8 affirmed at 'BBB'
     (BL: 21.56, LCR: 2.14);

  -- $7.4 million class M9 affirmed at 'BBB-'
     (BL: 17.99, LCR: 1.79).

Deal Summary
  -- Originators: Finance America and New Century;
  -- 60+ day Delinquency: 33.80%;
  -- Realized Losses to date (% of Original Balance): 0.67%;
  -- Expected Remaining Losses (% of Current Balance): 10.07%;
  -- Cumulative Expected Losses (% of Original Balance): 3.88%.

Soundview 2005-CTX1
  -- $118.7 million class A affirmed at 'AAA'
     (BL: 59.55, LCR: 4.20);

  -- $26.7 million class M-1 affirmed at 'AA+'
     (BL: 47.13, LCR: 3.33);

  -- $17.9 million class M-2 affirmed at 'AA+'
     (BL: 40.52, LCR: 2.86);

  -- $12.5 million class M-3 affirmed at 'AA'
     (BL: 35.39, LCR: 2.50);

  -- $9.1 million class M-4 affirmed at 'AA-'
     (BL: 31.63, LCR: 2.23);

  -- $9.4 million class M-5 affirmed at 'AA-'
     (BL: 27.75, LCR: 1.96);

  -- $7.9 million class M-6 affirmed at 'A+'
     (BL: 24.39, LCR: 1.72);

  -- $9.1 million class M-7 downgraded to 'BBB-' from 'A-'
     (BL: 15.72, LCR: 1.11);

  -- $7.1 million class M-8 downgraded to 'BB' from 'BBB+'
     (BL: 13.62, LCR: 0.96);

  -- $6.2 million class M-9 downgraded to 'B' from 'BBB'
     (BL: 11.63, LCR: 0.82);

  -- $4.8 million class M-10 downgraded to 'CC/DR3' from 'BBB-'

  -- $5.7 million class B-1 downgraded to 'CC/DR3' from 'BB'.

Deal Summary
  -- Originators: 100% Centex;
  -- 60+ day Delinquency: 20.03%;
  -- Realized Losses to date (% of Original Balance): 0.69%;
  -- Expected Remaining Losses (% of Current Balance): 14.16%;
  -- Cumulative Expected Losses (% of Original Balance): 6.81%.

Soundview 2005-OPT2
  -- $223 million class A affirmed at 'AAA'
     (BL: 45.35, LCR: 3.42);

  -- $47.1 million class M-1 affirmed at 'AA+'
     (BL: 32.29, LCR: 2.43);

  -- $8.8 million class M-3 downgraded to 'A' from 'AA-'
     (BL: 20.69, LCR: 1.56);

  -- $34.6 million class M-2 downgraded to 'A+' from 'AA'
     (BL: 23.07, LCR: 1.74);

  -- $10.3 million class M-4 downgraded to 'BBB+' from 'A+'
     (BL: 17.86, LCR: 1.35);

  -- $8.8 million class M-5 downgraded to 'BBB-' from 'A'
     (BL: 15.41, LCR: 1.16);

  -- $9.3 million class M-6 downgraded to 'B' from 'A-'
     (BL: 10.16, LCR: 0.77);

  -- $8.2 million class M-7 downgraded to 'C/DR4' from 'BBB+';

  -- $8.2 million class M-8 downgraded to 'C/DR5' from 'BBB-';

  -- $8.2 million class M-9 downgraded to 'C/DR5' from 'BB+'.

Deal Summary
  -- Originators: 100% Option One;
  -- 60+ day Delinquency: 28.80%;
  -- Realized Losses to date (% of Original Balance): 0.69%;
  -- Expected Remaining Losses (% of Current Balance): 13.26%;
  -- Cumulative Expected Losses (% of Original Balance): 5.48%.

Soundview 2005-OPT3
  -- $495.9 million class A affirmed at 'AAA'
     (BL: 41.46, LCR: 3.50);

  -- $65.6 million class M-1 affirmed at 'AA+'
     (BL: 33.01, LCR: 2.79);

  -- $38.6 million class M-2 affirmed at 'AA'
     (BL: 27.91, LCR: 2.36);

  -- $27 million class M-3 affirmed at 'AA-'
     (BL: 24.30, LCR: 2.05);

  -- $18.5 million class M-4 affirmed at 'A+'
     (BL: 21.79, LCR: 1.84);

  -- $18.5 million class M-5 affirmed at 'A'
     (BL: 19.20, LCR: 1.62);

  -- $17 million class M-6 downgraded to 'BBB+' from 'A-'
     (BL: 15.65, LCR: 1.32);

  -- $17 million class M-7 downgraded to 'BBB-' from 'BBB+'
     (BL: 13.42, LCR: 1.13);

  -- $17 million class M-8 downgraded to 'BB' from 'BBB'
     (BL: 11.29, LCR: 0.95);

  -- $11.5 million class M-9 downgraded to 'B' from 'BBB-'
     (BL: 9.85, LCR: 0.83);

  -- $10.8 million class M-10 downgraded to 'CC/DR3' from
     'BB+';

  -- $7.7 million class M-11 downgraded to 'C/DR5' from 'BB';

  -- $3.8 million class M-12 downgraded to 'C/DR5' from 'BB-'.

Deal Summary
  -- Originators: 100% Option One;
  -- 60+ day Delinquency: 18.52%;
  -- Realized Losses to date (% of Original Balance): 0.57%;
  -- Expected Remaining Losses (% of Current Balance): 11.85%;
  -- Cumulative Expected Losses (% of Original Balance): 6.41%.

Soundview 2005-OPT4
  -- $581.3 million class A affirmed at 'AAA'
     (BL: 40.21, LCR: 2.74);

  -- $70.9 million class M-1 downgraded to 'AA' from 'AA+'
     (BL: 32.00, LCR: 2.18);

  -- $53.7 million class M-2 downgraded to 'AA-' from 'AA'
     (BL: 25.71, LCR: 1.75);

  -- $18.7 million class M-3 downgraded to 'A+' from 'AA-'
     (BL: 23.49, LCR: 1.6);

  -- $18.7 million class M-4 downgraded to 'A-' from 'A+'
     (BL: 21.23, LCR: 1.45);

  -- $17.9 million class M-5 downgraded to 'BBB' from 'A'
     (BL: 18.97, LCR: 1.29);

  -- $19.4 million class M-6 downgraded to 'BBB-' from 'A-'
     (BL: 16.26, LCR: 1.11);

  -- $14.8 million class M-7 downgraded to 'BB' from 'BBB+'
     (BL: 14.29, LCR: 0.97);

  -- $10.9 million class M-8 downgraded to 'B' from 'BBB'
     (BL: 12.94, LCR: 0.88);

  -- $13.2 million class M-9 downgraded to 'B' from 'BBB-'
     (BL: 11.28, LCR: 0.77);

  -- $19.4 million class M-10 downgraded to 'C/DR5' from 'BB+';

  -- $8.5 million class M-11 downgraded to 'C/DR5' from 'BB'.

Deal Summary
  -- Originators: 100% Option One;
  -- 60+ day Delinquency: 18.55%;
  -- Realized Losses to date (% of Original Balance): 0.85%;
  -- Expected Remaining Losses (% of Current Balance): 14.68%;
  -- Cumulative Expected Losses (% of Original Balance): 8.98%.

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.


SOUTHAVEN POWER: Wants Until April 14 to File Chapter 11 Plan
-------------------------------------------------------------
Southaven Powers LLC asks the United States Bankruptcy Court for
the Western District of North Carolina to further extend its
exclusive periods to:

   a) file a Chapter 11 plan until April 14, 2008; and

   b) solicit acceptances of that plan until June 16, 2008.

The Debtor's exclusive period to file a plan is set to expire on
Jan. 15, 2007.

A hearing has been set for Jan. 9, 2008, at 9:30 a.m., to consider
approval on the Debtor's request.

As reported in the Troubled Company Reporter on Dec. 12, 2007,
the Debtor is waiting for the Court to approve the sale of certain
of its assets to Tennessee Valley Authority for $260 million.  A
sale hearing has been set for March 26, 2008.

                         Other Assets

The Debtor says that it holds a claim against PG&E Energy Trading-
Power L.P. and it parent company, PG&E National Energy Group Inc.
The Debtor further says that the claim has been liquidated on a
final basis by the Court for $395,513,731 against PG&E Energy and
$176,209,004 against PG&E National.

On Nov. 20, 2007, the Court issued an order allowing a
$91,727,510 PG&E Energy claim against the Debtor.

According to the Debtor, it received interim distribution in the
aggregate amount of $87,625,058 to date and has not received any
further distribution from PG&E Energy.

                    About Southaven Power LLC

Headquartered in Charlotte, North Carolina, Southaven Power LLC
operates an 810-megawatt, natural gas-fired electric power plant
located in Southaven, Mississippi.  The company filed for chapter
11 protection on May 20, 2005 (Bankr. W.D.N.C. Case No. 05-32141).
Mark A. Broude, Esq., at Latham & Watkins LLP represents the
Debtor in its restructuring efforts, and Hillary B. Crabtree,
Esq., at Moore & Van Allen, PLLC, represents the Debtor in
litigation against PG&E Energy Trading-Power L.P, now known as
NEGT Energy Trading - Power L.P.  No official committee of
unsecured creditors has been appointed in the Debtor's case.  When
the Debtor filed for protection from its creditors, it estimated
assets and debts of more than $100 million.


STRUCTURED ASSET: Fitch Junks Rating on $11.1MM Class M9 Certs.
---------------------------------------------------------------
Fitch Ratings has taken rating action on these Structured Asset
Investment Loan 2004-8 mortgage pass-through certificates:

SAIL 2004-8
  -- $80.2 million class A affirmed at 'AAA';
  -- $103.8 million class M1 affirmed at 'AA+';
  -- $95.1 million class M2 affirmed at 'AA';
  -- $60.5 million class M3 affirmed at 'AA';
  -- $51.9 million class M4 downgraded to 'A+' from 'AA', and
     placed on Rating Watch Negative;

  -- $34.6 million class M5 rated 'A', placed on Rating Watch
     Negative;

  -- $51.9 million class M6 downgraded to 'BBB' from 'BBB+';
  -- $43.2 million class M7 downgraded to 'BB' from 'BBB-';
  -- $31.7 million class M8 downgraded to 'B' from 'BB';
  -- $11.1 million class M9 downgraded to 'C/DR5' from 'BB-'.


The affirmations reflect a stable relationship between credit
enhancement and expected losses, and affect approximately $339.8
million in outstanding certificates.  The downgrades reflect
deterioration in the relationship between CE and expected losses,
and affect approximately $189.9 million in outstanding
certificates.  In addition, approximately
$86.5 million is placed on Rating Watch Negative.

The pool factor is approximately 17%, and the transaction 39
months seasoned.  The amount of loans in the 60+ delinquency
buckets is approximately 19.43% and cumulative losses range are
approximately 0.92%.


STRUCTURED ASSET: S&P Junks Ratings on $79.795 Mil. Debentures
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on the
class A and B units from the $79,795,000 Structured Asset Trust
Unit Repackaging Tribune Co. Debenture Backed Series 2006-1 to
'CCC+' from 'B-' and removed them from CreditWatch with negative
implications.

The rating actions reflect the Dec. 20, 2007, lowering of the
rating on the underlying securities, the $79,795,000 7.25%
debentures due Nov. 15, 2096, issued by Tribune Co., and its
removal from CreditWatch negative.

SATURNS Tribune Co. Debenture Backed Series 2006-1 is a pass-
through transaction, and the assigned ratings are based solely on
the rating assigned to the underlying collateral, the Tribune
Co.'s $79,795,000 7.25% debentures.


SURETY CAPITAL: Surety Bank CEO Boasts of $35 Million Assets
------------------------------------------------------------
John Mackey, president and chief executive officer of Surety Bank
said he is confident that the bankruptcy filing of its parent
company, Surety Capital Corp., will help address its current
financial issues.

In a Securities and Exchange Commission report filed Wednesday,
Mr. Mackey explained, "This is a positive move for Surety Bank
that removes uncertainty created by our shareholder situation.
The action will not impact the day-to-day operations of the bank."

"This action will help the company address its regulatory issues
and facilitate its sale of our stock.  The bank's Board of
Directors consists of experienced bankers and prominent members of
the Fort Worth business community.  We are all excited about the
opportunity to work with new ownership for the continued success
of the bank."

Mr. Mackey added that Surety Bank remains strong and well
capitalized, with assets of approximately $35 million, noting that
the bank's leverage capital ratio of 16.50% is the second highest
leverage capital ratio of the 10 Fort Worth-based banks.

                     Bankruptcy Announcement

Jerome I. Weiner, chairman and chief executive officer of Surety
Capital, said Wednesday that the company filed for Chapter 11
bankruptcy protection in a Fort Worth federal court in a move
expected to allow the company to sell its assets in an orderly
fashion.

"We are in a unique situation," said Mr. Weiner.  "Our assets
exceed our liabilities.  Nobody is forcing us into bankruptcy.  We
are taking such action to allow the company to address certain
regulatory issues and realize the maximum value of our asset.  The
bankruptcy filing will allow us to conduct the sale in a
transparent, court-approved manner."

Mr. Weiner became chairman and sole director of the company
following approval by the Federal Reserve Bank of Dallas,
replacing Richard N. Abrams who resigned on Oct. 1, 2007.  Since
taking over, Weiner has evaluated the company and its operations.

The primary asset of the company is the outstanding common stock
of Surety Bank.  Before making the filing, the company consulted
the bank, the Federal Reserve Bank of Dallas, the Texas Department
of Banking and the Federal Deposit Insurance Corporation.  The
filing will not impact the operations of Surety Bank, which
remains well capitalized.

Mr. Weiner anticipates the company will complete the sale of the
bank during the first quarter of 2008.  "We anticipate engaging
the services of an investment banking firm to assist the company
with the sale of our ownership of the bank, subject to court
approval, in the near term.  We believe that there will be
significant interest in acquiring the bank."

                       About Surety Capital

Surety Capital Corp. (OTC.SRYP.PK) is the parent company and sole
shareholder of Surety Bank, -- http://www.suretybank.com/-- an
independent community bank serving Fort Worth's community
businesses and consumers and targets small and medium sized
businesses in Fort Worth and throughout Tarrant County.  As of
Nov. 30, 2007, Surety Bank has assets of approximately $35
million.  Surety Bank is insured by the FDIC and presently
maintains a single branch at Summit Avenue in Fort Worth, Texas.

Surety Capital provides retail and commercial banking services,
like checking and savings accounts, time deposits, IRAs, money
transfers, safe deposit facilities, commercial loans, real estate
mortgage loans, consumer loans and night depository facilities.
In addition, it offers insurance premium financing, which involves
the lending of funds to companies and individuals for the purpose
of financing their purchase of property and casualty insurance.
It currently has 15 employees.

In 1998, Surety operated 13 bank branches and had $240 million in
assets.  It sold off its offices to in the late 1990s and early
2000 to get additional funds after a series of financial problems.
In 1997, Surety Bank incurred a $4.1 million loss related to its
accounts receivable factoring operation.  Its former president and
its chairman paid fines after pleading guilty for a 1999 diversion
of wrong accounts to cover bad loans and boost earnings.

The Debtor filed for chapter 11 protection on Dec. 21, 2007
(Bankr. N.D. Texas Case No. 07-45637). Robert A. Simon, Esq., at
Barlow, Garsek & Simon LLP.  When the Debtor filed for bankruptcy,
it listed total assets of $9,001,002 and total debts of
$6,646,387.


TABS 2006-5: Moody's Cuts Ba2 Rating on $950 Mil. Notes to B3
-------------------------------------------------------------
Moody's Investors Service downgraded ratings of two classes of
notes issued by TABS 2006-5, Ltd., and left on review for possible
further action the rating of one of these classes of notes.  The
notes affected by this rating action are:

Class Description: $950,000,000 Class A1S Variable Funding Senior
Secured Floating Rate Notes due 2046

  -- Prior Rating: Ba2, on review for possible downgrade
  -- Current Rating: B3, on review direction uncertain

Class Description: $175,000,000 Class A1J Senior Secured Floating
Rate Notes due 2046

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

The rating actions reflect severe deterioration in the credit
quality of the underlying portfolio, as well as the occurrence, as
reported by the Trustee on Oct. 16, 2007, of an event of default
caused by a failure of the Senior Credit Test to equal or exceed
100%, as required under Section 5.1(h) of the Indenture dated
Oct. 5, 2006.

TABS 2006-5, Ltd. is a collateralized debt obligation backed
primarily by a portfolio of RMBS and CDO securities.

As provided in Article V of the Indenture during the occurrence
and continuance of an Event of Default, holders of Notes may be
entitled to direct the Trustee to take particular actions with
respect to the Collateral Debt Securities and the Notes.  In this
regard, Moody's received notification from the Trustee that a
majority of the Controlling Class has directed the disposition of
the Collateral in accordance with the terms of the Indenture.

The rating downgrades taken reflect the increased expected loss
associated with each tranche.  Losses are attributed to diminished
credit quality on the underlying portfolio.  The severity of
losses of certain tranches may be different, however, depending on
the timing and outcome of the liquidation.  Because of this
uncertainty, the ratings assigned to the Class A1S Notes remain on
review for possible further action.


TABS 2007-7: Moody's Junks Rating on $352.5 Mil. Class A1J Notes
----------------------------------------------------------------
Moody's Investors Service downgraded ratings of four classes of
notes issued by TABS 2007-7, Ltd. and left on review for possible
further action ratings of two of these classes of notes.  The
notes affected by this rating action are:

Class Description: $1,310,000,000 Class A1S Variable Funding
Senior Secured Floating Rate Notes Due 2047

  -- Prior Rating: B1, on review for possible downgrade
  -- Current Rating: B3, on review direction uncertain

Class Description: $352,500,000 Class A1J Senior Secured Floating
Rate Notes Due 2047

  -- Prior Rating: B3, on review for possible downgrade
  -- Current Rating: Ca

Class Description: $240,000,000 Class A2 Senior Secured Floating
Rate Notes Due 2047

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

Class Description: $65,550,000 Class X Senior Secured Fixed Rate
Notes Due 2013

  -- Prior Rating: A1, on review with direction uncertain
  -- Current Rating: B1, on review with direction uncertain

The rating actions reflect severe deterioration in the credit
quality of the underlying portfolio, as well as the occurrence, as
reported by the Trustee on Nov. 9, 2007, of an event of default
caused by a failure of the Senior Credit Test to be satisfied, as
required under Section 5.1(h) of the Indenture dated March 20,
2007.

TABS 2007-7, Ltd is a collateralized debt obligation backed
primarily by a portfolio of RMBS and CDO securities.

Recent ratings downgrades on the underlying portfolio caused
ratings-based haircuts to affect the calculation of
overcollateralization.  Thus, the Senior Credit Test failed to
meet the required level.

As provided in Article V of the Indenture during the occurrence
and continuance of an Event of Default, holders of Notes may be
entitled to direct the Trustee to take particular actions with
respect to the Collateral Debt Securities and the Notes.  In this
regard, Moody's received notification from the Trustee that on
Dec. 13, 2007, a majority of the Controlling Class irrevocably
directed the disposition of the Collateral in accordance with the
terms of the Indenture.

The rating downgrades taken reflect the increased expected loss
associated with each tranche.  Losses are attributed to diminished
credit quality on the underlying portfolio.  The severity of
losses of certain tranches may be different, however, depending on
the timing and outcome of the liquidation of the Collateral.
Because of this uncertainty, the ratings assigned to Class X and
Class A1S Notes remain on review for possible further rating
action.


TAPESTRY PHARMA: Gets Nasdaq's Bid Price Non-Compliance Notice
--------------------------------------------------------------
Tapestry Pharmaceuticals Inc. has received notice from the Nasdaq
Stock Market that the minimum bid price of its common stock had
fallen below $1 for 30 consecutive business days and that Tapestry
was therefore not in compliance with Marketplace Rule 4310(c)(4).

In accordance with the Nasdaq Marketplace Rule 4310(c)(8)(D),
Tapestry has until June 16, 2008, which is 180 calendar days
from Dec. 18, 2007, to regain compliance.

Tapestry can regain compliance with the minimum bid price rule if
the bid price of its common stock closes at $1 or higher for a
minimum of ten consecutive business days during the initial 180-
day period, although Nasdaq may, in its discretion, require
Tapestry to maintain a bid price of at least $1 per share for a
period in excess of ten consecutive business days before
determining that Tapestry has demonstrated the ability to maintain
long-term compliance.

If compliance is not achieved by June 16, 2008, Tapestry will be
eligible for an additional 180-day compliance period if it
meets the Nasdaq Capital Market initial listing criteria as set
forth in Marketplace Rule 4310(c) other than the minimum bid price
requirement.

If Tapestry is not eligible for an additional compliance period,
or does not regain compliance during any additional compliance
period, Nasdaq will provide written notice to Tapestry that its
securities will be delisted.

At such time, Tapestry would be able to appeal the delisting
determination to a Nasdaq Listing Qualifications Panel.  There can
be no assurance that Tapestry will be able to regain compliance
with the Nasdaq listing requirements or that its securities will
not be delisted from the Nasdaq Capital Market on a basis other
than failure to maintain a minimum bid price.

                 About Tapestry Pharmaceuticals

Based in Boulder, Colorado, Tapestry Pharmaceuticals, Inc. --
http://www.tapestrypharma.com/-- develops proprietary therapies
for the treatment of cancer.  The company is also actively engaged
in evaluating new therapeutic agents and/or related technologies.

                       Going Concern Doubt

The company has no revenue and it has incurred significant
operating losses since inception.  The company had an accumulated
deficit of $140.6 million as of Sept. 26, 2007.    The company's
capital requirements for research and development, including the
cost of clinical trials, have been and will continue to be
significant.

The company will need substantial additional funding and may be
unable to raise capital when needed or on attractive terms, which
would force it to delay, reduce or eliminate research and
development programs or commercialization efforts.  The company
believes that its existing cash and cash equivalents and short-
term investments are not sufficient to enable it to fund operating
expenses and capital expenditures for the next twelve months.

These factors raise substantial doubt about the company's ability
to continue as a going concern.


THOMAS HELTON: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Thomas K. Helton, Inc.
        dba Home Lumber Co.
        101 West Lincoln Street
        Danville, IN 46122

Bankruptcy Case No.: 07-12671

Type of Business: The Debtor is engaged home and garden
                  construction, repair, and improvement involving
                  lumber.  It also sells home and garden products
                  in retailing.  See
                  http://www.homelumbercompany.com/

Chapter 11 Petition Date: December 21, 2007

Court: Southern District of Indiana (Indianapolis)

Judge: James K. Coachys

Debtor's Counsel: Gary Lynn Hostetler, Esq.
                  Hostetler & Kowalik, P.C.
                  101 West Ohio Street, Suite 2100
                  Indianapolis, IN 46204
                  Tel: (317) 262-1001
                  Fax: (317) 262-1010

Estimated Assets:   $500,000 to $1 Million

Estimated Debts: $1 Million to $10 Million

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


TRAINER WORTHAM: Moody's Junks Ratings on Class D Notes
-------------------------------------------------------
Moody's Investors Service downgraded these notes issued by Trainer
Wortham First Republic CBO III, Limited:

Class Description: Class C Mezzanine Secured Floating Rate Notes
Due 2038

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

Class Description: Class D Mezzanine Secured Floating Rate Notes
Due 2038

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

Class Description: Preference Shares

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

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


TRICADIA CDO: Moody's Cuts and Reviews Rating on Class A-1VF Notes
------------------------------------------------------------------
Moody's Investors Service downgraded ratings of six classes of
notes issued by Tricadia CDO 2007-8, Ltd. and left on review for
possible further action the rating of one of these classes of
notes.  The notes affected by this rating action are:

Class Description: $328,000,000 Class A-1VF Variable Funding
Senior Secured Floating Rate Notes Due 2052

  -- Prior Rating: A3, on review for possible downgrade
  -- Current Rating: B3, on review direction uncertain

Class Description: $7,700,000 Class A-X Notes Due 2014

  -- Prior Rating: Baa1, on review for possible downgrade
  -- Current Rating: Ca

Class Description: $65,000,000 Class A-2 Senior Secured Floating
Rate Notes Due 2052

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

Class Description: $43,000,000 Class B Senior Secured Floating
Rate Notes Due 2052

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

Class Description: $25,000,000 Class C Secured Floating Rate
Deferrable Notes Due 2052

  -- Prior Rating: Caa1, on review for possible downgrade
  -- Current Rating: Ca

Class Description: $19,00,000 Class D Secured Floating Rate
Deferrable Notes Due 2052

  -- Prior Rating: Caa3, on review for possible downgrade
  -- Current Rating: Ca

The rating actions reflect severe deterioration in the credit
quality of the underlying portfolio, as well as the occurrence, as
reported by the Trustee on Nov. 20, 2007, of an event of default
caused by a failure of the Net Outstanding Collateral Balance
divided by the sum of the Aggregate Principal Amount of the Class
A Notes, other than the Class A-X Notes, and the Class B Notes to
equal or exceed 100%, as required under Section 5.1(h) of the
Indenture dated April 30, 2007.

Tricadia CDO 2007-8, Ltd is a collateralized debt obligation
backed primarily by a portfolio of CDO securities.  Recent ratings
downgrades on the underlying portfolio caused ratings-based
haircuts to affect the calculation of overcollateralization.
Thus, the Net Outstanding Collateral Balance divided by the sum of
the Aggregate Principal Amount of the Class A Notes, other than
the Class A-X Notes, and the Class B Notes failed to meet the
required level.

As provided in Article V of the Indenture during the occurrence
and continuance of an Event of Default, holders of Notes may be
entitled to direct the Trustee to take particular actions with
respect to the Collateral Debt Securities and the Notes.  In this
regard, Moody's has been notified by the Trustee that a majority
of the Controlling Class directed the disposition of the
Collateral in accordance with the terms of the Indenture.

The rating downgrades taken reflect the increased expected loss
associated with each tranche.  Losses are attributed to diminished
credit quality on the underlying portfolio.  The severity of
losses of certain tranches may be different, however, depending on
the timing and outcome of the liquidation.  Because of this
uncertainty, the Class A-1VF Notes remain on review for possible
further rating action.


TROPICANA ENT: Inks One Year Forbearance Pact with Senior Lenders
-----------------------------------------------------------------
Tropicana Entertainment LLC's senior lenders have agreed to
forbear for up to one year from declaring a default under the
senior credit facility arising out of the recent refusal by the
New Jersey Casino Control Commission to renew the company's
license to operate the Tropicana Casino and Resort in Atlantic
City, New Jersey.

The forbearance agreement is effective as of Dec. 12, 2007, the
date on which the Commission made its decision concerning the
Tropicana AC's license.

On December 19, the company also confirmed with the trustee
overseeing the Tropicana AC that cash flow will continue to be
available to the company to service the Tropicana AC's allocated
portion of the company's overall debt.

The company intends to work cooperatively with the trustee to
facilitate the sale of the Tropicana AC as soon as is practicable.
The company also plans to sell its casino property in Evansville,
Indiana.

The proceeds from the sales of the two properties, along with
those from the previously announced sale of the casino in
Vicksburg, Mississippi, are required under the forbearance
agreement to be applied to repay outstanding debt under the
company's senior credit facility.

The company expects that the net proceeds from the sales will be
sufficient to pay all or substantially all of its debt under the
senior credit facility.

"We are pleased to have reached an accommodation with our senior
lenders and the trustee overseeing the Tropicana Atlantic City so
that we can proceed with the orderly sale of our properties in
Atlantic City, Evansville and Vicksburg, retire our senior credit
facility and position our company for long-term growth," said
William J. Yung, Chief Executive Officer and President of
Tropicana Entertainment.

The forbearance agreement preserves the company's ability to
borrow revolving loans under a $90 million revolving loan
commitment, which was reduced from an original amount of
$180 million, and provides for accrual of interest at the same
increased rate that could have been imposed by the lenders absent
the agreement to forbear.  The forbearance period of up to one
year is subject to reduction under certain enumerated
circumstances.

                    About Tropicana Entertainment

Tropicana Entertainment LLC -- http://www.tropicanacasinos.com/--
is an indirect subsidiary of Tropicana Casinos and Resorts.  The
company is one of the largest privately-held gaming entertainment
providers in the United States.  Tropicana Entertainment owns
eleven casino properties in eight distinct gaming markets with
premier properties in Las Vegas, Nevada and Atlantic City, New
Jersey.

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 18, 2007,
Moody's Investors Service downgraded Tropicana Entertainment's
corporate family rating to Caa1 from B2 reflecting the decision by
the New Jersey Casino Control Commission to deny the company's
gaming license renewal application.

Moody's also downgraded Tropicana Las Vegas Resort & Casino LLC's
corporate family rating to B3 from B2 because if an event occurs
under the senior credit facilities and the lenders accelerate, it
will also cause an event of default under the Trop Las Vegas term
loan.


TURNER & ASSOCIATES: Case Summary & 10 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Turner & Associates, L.L.C.
        6003 Strathmore Way
        Upper Marlboro, MD 20772-9536

Bankruptcy Case No.: 07-23095

Type of Business: The Debtor is a real estate developer.

Chapter 11 Petition Date: December 21, 2007

Court: District of Maryland (Greenbelt)

Judge: Thomas J. Catliota

Debtor's Counsel: Brett Weiss, Esq.
                  18200 Littlebrooke Drive
                  Olney, MD 20832
                  Tel: (301) 924-4400
                  Fax: (301) 570-3025

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 10 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
KBank                          loan; value of        $396,000
11407 Cronhill Drive, Suite N  collateral:
P.O. Box 429                   $1,347,590
Owings Mills, MD 21117-0429

Henry & Winifred Turner        Loans, Salaries       $390,000
6003 Strathmore Way            and others
Upper Marlboro, MD 20772-9536

Richard Friedman Loan                                $156,137
836 Flordon Drive
Charlottesville, VA 22901-7810
Upper Marlboro, MD 20772-3048

Henry William Seay, Jr.        Advances Pursuant to  $124,530
                               J.V.

June Turner                    Loan                  $80,000

Ingrid Turner                  Loan                  $75,000

Birdie James                   Loan                  $25,000

Internal Revenue Service       Taxes                 $25,000

Hillis-Carnes Engineering      Engineering           $16,131
Associates, Inc.

C.S.I. Bond Company            Bond                  $13,000


UBS MORTGAGE: Fitch Cuts Ratings on Two Cert. Classes to BB
-----------------------------------------------------------
Fitch has taken rating actions on these UBS Mortgage Asset
Securitization Transactions Asset Backed Securities Trust mortgage
pass-through certificates:

Series 2003-OPT2
  -- Class M-1 affirmed at 'AAA';
  -- Class M-2 affirmed at 'AA-';
  -- Class M-3 affirmed at 'A-';
  -- Class M-4 affirmed at 'BBB';
  -- Class M-5 downgraded to 'BB' from 'BBB-'.

Series 2004-FRE1
  -- Class M-3 affirmed at 'AAA';
  -- Class M-4 affirmed at 'AA-';
  -- Class M-5 affirmed at 'A+';
  -- Class M-6 affirmed at 'A';
  -- Class M-7 affirmed at 'A-';
  -- Class M-8 affirmed at 'BBB';
  -- Class M-9 downgraded to 'BB' from 'BBB-'.

Series 2004-WMC2
  -- 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 rated 'BBB', placed on Rating Watch Negative.

The affirmations, affecting approximately $155.8 million of the
outstanding certificates, are taken as a result of a stable
relationship between credit enhancement and expected loss.

The downgrades, affecting approximately $8.8 million, are the
result of deterioration in the relationship between CE and
expected losses.  Series 2003-OPT2 and series 2004-FRE1 have
serious delinquencies of 19.60% and 20.77%, respectively, and
current cumulative losses of 0.88% and 1.36%, respectively.  For
both transactions, the overcollateralization amount is below
target and deteriorating.

Series 2004-WMC2, class M-5 is placed on Rating Watch Negative
because of current trends in the relationship between serious
delinquency and credit enhancement, and affects $1.9 million of
outstanding certificates.  This transaction has 11.4% of the
current collateral balance in foreclosure and REO.  In addition,
the 60+ DQ is 17.85% of the current collateral balance, while the
CE of the M-5 is currently 5.92%.  Fitch will continue to closely
monitor this transaction over the next six months.  If credit
enhancement continues to deteriorate, further rating actions may
be necessary.

The collateral of the above transactions primarily consists of
conforming and non-conforming, fixed-rate and adjustable-rate
subprime mortgage loans secured by first and second liens on
residential properties.  At issuance over 60% of the mortgages in
series 2003-OPT2 is covered by deep mortgage insurance policies
provided by Radian Guaranty Inc.  The mortgages underlying the
'OPT' transaction were originated or acquired by Option One
Mortgage Corp. and are serviced by Option One Mortgage Corp.
(rated 'RPS2+', Rating Watch Negative by Fitch).  The mortgages
underlying the 'FRE' transaction were originated or acquired by
Fremont Investment and Loan and are serviced by HomEq Servicing
Corp (rated 'RPS1' by Fitch).  The mortgages underlying the 'WMC'
transaction were originated or acquired by WMC, a mortgage banking
company incorporated in the State of California and is also
serviced by HomEq.

The pool factors for the above transactions range from 9% (2003-
OPT2) to 11% (2004-FRE1).  Series 2004-FRE1 and series 2004-WMC2
are seasoned 40 months and series 2003-OPT2 is seasoned 54 months.


UNITED RENTALS: Moody's Lifts Sr. Debt Rating to B1 from Caa1
-------------------------------------------------------------
Moody's Investors Service upgraded certain debt ratings of United
Rentals (North America), Inc.- senior unsecured to B1 from Caa1;
senior subordinate to B3 from Caa1; and, confirmed the Ba1 rating
for the company's senior secured bank credit facility.  In a
related action, Moody's assigned these ratings to United Rentals,
Inc., parent company of URNA - corporate family rating and
probability of default at B1; and, speculative grade liquidity
rating at SGL-2.  Moody's also upgraded the ratings for the
Quarterly Income Preferred Securities issued by United Rentals
Trust I to B3 from Caa1, and withdrew all ratings assigned to
United Rentals, Inc.

These rating actions result from the recent announcement that the
Delaware Chancery Court decided that Cerberus Capital Management,
L.P.'s acquisition of URI will not proceed and Cerberus'
subsequent payment to URI of the $100 million termination fee.
These rating actions conclude the review, which Moody's initiated
on November 16, and restore URNA's ratings to the levels that
existed prior to the announcement that URI is being acquired by
Cerberus.  The rating outlook is stable.

URI announced on Dec. 24, 2007 that it delivered a notice of
termination of its July 22, 2007 merger agreement with RAM
Holdings, Inc. and RAM Acquisition Corp. (acquisition vehicles
formed by Cerberus).  URI's announcement follows the recent ruling
by the Delaware Chancery Court that Cerberus is not required to
complete its acquisition of URI in a transaction originally valued
at $6.6 billion including debt.

URI has requested that Cerberus, pursuant to the guarantee given
at the time of the merger agreement, pay the company the $100
million termination fee required by the merger.  URI also
announced that it will not be appealing the Delaware Chancery
Court opinion and that it is terminating the previously announced
debt tender offers and consent solicitations (the "Offers") being
made by URNA.  Moody's notes that URI has received the $100
million termination fee from Cerberus.

URI's B1 corporate family rating reflects its leading competitive
position in the North American equipment rental industry.  URI's
moderate leverage profile, scale and high regional diversification
represent credit positives.  As of the last twelve months ended
September 2007, URI's key credit metrics (as adjusted per Moody's
FM Methodology) were: debt/EBITDA 2.7x; EBIT/interest expense
2.8x; and, EBITDA/interest expense of 5.1x.  These strengths are
balanced against the ongoing cyclicality of the non-residential
construction sector and Moody's expectation that non-residential
construction will be flat to slightly positive over 2008.

The B1 corporate family rating also reflects the potential for URI
to pursue shareholding enhancing activity.  Additionally, URI
remains subject to various SEC investigations and shareholder
suits related to its past accounting irregularities.  The U.S.
Attorney's office has also requested information about matters
related to the SEC inquiry.  Moody's believes that the company has
made significant progress in resolving these outstanding issues.

The stable outlook reflects URI's solid credit metrics, good
liquidity and the significant progress the company has made in
resolving its outstanding issues with the SEC.

These ratings/assessments were affected by this action:

United Rentals, Inc.:

  -- Corporate family rating assigned at B1;
  -- Probability of default rating assigned at B1; and,
  -- Speculative grade liquidity rating assigned at SGL-2.

United Rentals (North America), Inc:

  -- Senior secured credit facilities confirmed at Ba1 (LGD 2,
     12%);

  -- $1.0 billion senior unsecured notes due 2012 upgraded to
     B1 (LGD 3, 45%) from Caa1 (LGD6, 96%);

  -- $525 million senior subordinate notes due 2013 upgraded to
     B3 (LGD5, 81%) from Caa1 (LGD6, 96%);

  -- $375 million senior subordinate notes due 2014 upgraded to
     B3 (LGD5, 81%) from Caa1 (LGD6, 96%);

  -- $144 million convertible subordinate notes due 2023
     upgraded to B3 (LGD5, 81%) from Caa1 (LGD6, 96%);

  -- Speculative grade liquidity rating of SGL-2 withdrawn and
     relocated to the United Rentals, Inc. level.

United Rentals Trust I:

  -- 6.5% convertible quarterly income preferred securities
     (QUIPS) upgraded to B3 (LGD6, 96%) from Caa1 (LGD6, 96%).

United Rentals, Inc. is the world's largest equipment rental
company.  URI operates approximately 700 rental locations
throughout the United States, Canada and Mexico.  The company
maintains over 20,000 classes of rental equipment having an
original equipment cost of $4 billion.


VITALTRUST BUSINESS: Sept. 30 Balance Sheet Upside-Down by $22 M.
-----------------------------------------------------------------
Vitaltrust Business Development Corp.'s consolidated balance sheet
at Sept. 30, 2007, showed $38.7 million in total assets,
$4.2 million in total liabilities, and $56.5 million in temporary
equity, resulting in a $22.0 million total shareholders' deficit.

The company reported a net loss of $22.7 million for the third
quarter ended Sept. 30, 2007, compared with a net loss of $82,406
in the same period last year.

There were no dividends or interest income on investments for the
three months ended Sept. 30, 2007 and 2006, respectively.  The
company also had $-0- fee income for the three months ended
Sept. 30, 2007 and 2006, respectively.

Total investment expenses for the three months ended Sept. 30,
2007, and 2006 were $1.5 million and $165,539, respectively.  A
significant component of total investment expenses was litigation
expenses of $1.4 million, including interest of $87,000 as the
result of recognizing the liability and related costs of a
judgment during the third fiscal quarter and professional fees of
$118,783 and $149,574 for the three months ended Sept. 30, 2007,
and 2006, respectively.

Unrealized depreciation on investments for the three months ended
Sept. 30, 2007, was $21.1 million and unrealized appreciation was
$83,133 for the three months ended Sept. 30, 2006.  The increase
in unrealized depreciation on investments was primarily due to the
decrease in the traded market price of the portfolio of publicly
traded investments acquired during the first quarter of 2007.

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?269f

                       Going Concern Doubt

Rotenberg Meril Solomon Bertiger & Guttilla PC, in Saddle Brook,
N.J., expressed substantial doubt about VitalTrust Business
Development Corporation's ability to continue as a going concern
after auditing the company's financial statements as of the years
ended Dec. 31, 2006, and 2005.  The auditing firm pointed to the
company's recurring losses, negative cash flows from operations,
and the uncertainty related to outstanding litigation.

Prior to Sept. 30, 2007, the company had limited income.  The
future of the company is dependent upon its ability to obtain
financing, upon future profitable operations from the development
of its business.

                    About VitalTrust Business

Headquartered in Tampa, Fla., VitalTrust Business Development
Corporation (OTC BB: VTBD.OB) is a management company serving in
executive and board of directors for a series of micro-cap
companies in the healthcare, energy, internet and technology
market sectors.

                          *     *     *

As reported in the Troubled Company Reporter on Sept. 21, 2007,
Standard & Poor's Ratings Services revised its outlook on
Rural/Metro Corp. to negative from stable.  S&P also affirmed the
ratings on Rural/Metro, including the 'B' corporate credit
rating.  The outlook revision reflects S&P's increased concern
with the company's limited liquidity.


VP CBO: Fitch Revises DR Rating on $94MM Junked Notes to DR6
------------------------------------------------------------
Fitch has revised the Distressed Recovery rating on one class of
notes issued by VP CBO, Ltd.  This revision is a result of Fitch's
review process and is effective immediately:

  -- $94,064,733 class B to 'C/DR6' from 'C/DR5'.

VP CBO is a collateralized debt obligation that closed
April 20, 1999.  The transaction entered an event of default
whereby the aggregate principal balance of collateral debt
securities plus specified assets was less than the aggregate
outstanding amount of the class A and B notes.  On or about March
22, 2007 the holders of the controlling class declared the notes
to be immediately due and payable.  As a result, on Nov. 30, 2007
the class A notes were paid in full and the class B notes received
an approximate payment of $12.6 million.

The remaining portfolio includes approximately $22 million par
amount of defaulted assets and various equity positions.  To date,
the class B notes have capitalized approximately
$12 million missed interest payments on the original class balance
of $82 million.  The rating of the class B notes addresses the
likelihood that investors will receive ultimate and compensating
interest payments, as per the governing documents, as well as the
stated balance of principal by the legal final maturity date.

As announced in its Nov. 6 press release, Fitch is currently in
the process of reviewing its rating methodology and model
assumptions for all new issue CDO ratings.  Investors should be
aware that Fitch's reassessment of its analytic views could affect
existing ratings, including the ratings assigned to the securities
in this press release.


WAMU COMMERCIAL: Stable Performance Cues Fitch to Hold Ratings
--------------------------------------------------------------
Fitch Ratings has affirmed WaMu Commercial Mortgage Securities
Trust's mortgage pass-through certificates, series 2007-SL2, as:

  -- $132.7 million class A at 'AAA';
  -- $576.7 million class A-1A at 'AAA';
  -- Interest-only class X at 'AAA';
  -- $17.9 million class B at 'AA';
  -- $25.3 million class C at 'A';
  -- $16.8 million class D at 'BBB+';
  -- $6.3 million class E at 'BBB';
  -- $7.4 million class F at 'BBB-';
  -- $13.7 million class G at 'BB+';
  -- $4.2 million class H at 'BB';
  -- $5.3 million class J at 'BB-';
  -- $2.1 million class K at 'B+';
  -- $4.2 million class L at 'B';
  -- $1 million class M at 'B-'.

The $14.7 million class N is not rated by Fitch.

The rating affirmations reflect stable performance and limited
amortization since issuance.  As of the November 2007 distribution
date, the transaction has paid down 1.6% to $828.3 million from
$842.1 million at issuance.  The transaction remains diverse, with
the top-three and top-10 largest loans in the pool by balance
representing 4% and 9.7%, respectively.

There is currently one loan (0.04%) in special servicing.  The
loan is secured by a multifamily property located in Brooklyn, New
York.  The loan is 90 days delinquent and the special servicer is
currently pursuing foreclosure.

Fitch has identified three loans (0.2%) as Fitch loans of concern.
Of the three, one is currently delinquent and specially serviced.
The remaining two loans are on the master servicer's watchlist due
to the property's inadequate insurance coverage and the placement
of forced place coverage by the master servicer.


WELLS FARGO: Fitch Assigns 'B' Rating on $536,000 Certificates
--------------------------------------------------------------
Fitch rates Wells Fargo mortgage pass-through certificates, series
2007-AR10, as:

  -- $343,415,100 classes I-A-1, I-A-2, I-A-R, II-A-1, II-A-2
     and II-A-3 'AAA';

  -- $6,078,000 class B-1 'AA';
  -- $3,039,000 class B-2 'A';
  -- $1,251,000 class B-3 'BBB';
  -- $1,967,000 class B-4 'BB';
  -- $536,000 class B-5 'B.'

The 'AAA' rating on the senior certificates reflects the 3.95%
subordination provided by the 1.70% class B-1, 0.85% class B-2,
0.35% class B-3, 0.55% privately offered class B-4, 0.15%
privately offered class B-5, and 0.35% privately offered class B-
6.  The class B-6 is not rated by Fitch.

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

The transaction is secured by a pool of 475 mortgage loans, which
consists of fully amortizing, one- to four-family, adjustable-rate
mortgage loans that provide for a fixed interest rate during an
initial period of approximately ten years.  Thereafter, the
interest rate will adjust on an annual basis.  The interest rate
of each mortgage loan will adjust to equal the sum of the index
and a gross margin.  Approximately 75.16% of the mortgage loans
are interest-only loans, which require only payments of interest
until the month following the first adjustment date.

The mortgage loans have an aggregate principal balance of
approximately $357,537,982 as of the cut-off date (December 1,
2007), an average balance of $752,712, a weighted average
remaining term to maturity of 358 months, a weighted average
original loan-to-value ratio of 72.29%, and a weighted average
coupon of 6.725%. Rate/Term and equity take-out refinances account
for 30.93% and 11.33% of the loans, respectively.  The weighted
average original FICO credit score of the loans is 747.  Owner-
occupied properties and second homes comprise 87.93% and 9.38% of
the loans, respectively.  The states that represent the largest
geographic concentration are California (25.58%), New York
(14.25%), Florida (7.11%), New Jersey (6.96%), and Maryland
(5.87%).  All other states represent less than 5% of the aggregate
pool balance as of the cut-off date.

All of the mortgage loans were generally originated in conformity
with underwriting standards of WFB.  WFB sold the loans to Wells
Fargo Asset Securities Corporation, a special purpose corporation,
which deposited the loans into the trust.  The trust issued the
certificates in exchange for the mortgage loans.  WFB will act as
servicer, master servicer, paying agent, and custodian, and HSBC
Bank USA, N.A. will act as trustee.  For federal income tax
purposes, elections will be made to treat the trust as two
separate real estate mortgage investment conduits.


WESTWAYS FUNDING: Uncertain Sale Proceeds Cue Fitch's Low Ratings
-----------------------------------------------------------------
Fitch downgrades Westways Funding VI and Westways Funding IX.
These rating actions are effective immediately.

Westways Funding VI
  -- $67,500,000 class A-2 notes are downgraded to 'A' from
     'AAA';

  -- $15,000,000 class B notes are downgraded to 'BB' from
     'BBB';

  -- $15,000,000 class C notes are downgraded to 'CCC' from
     'B';

  -- $5,000,000 class D notes are downgraded to 'CC/DR5' from
     'CCC/DR5';

  -- $10,000,000 class LD loan interests are downgraded to
     'CC/DR5' from 'CCC/DR5';

  -- $37,500,000 income notes are downgraded to 'C/DR6' from
     'CCC/DR6'.

Westways Funding IX
  -- $232,000,000 class A notes are downgraded to 'A' from
     'AAA';

  -- $33,000,000 class LA loan interests are downgraded to 'A'
     from 'AAA';

  -- $16,000,000 class B notes are downgraded to 'BB' from
     'BBB';

  -- $16,000,000 class C notes are downgraded to 'CCC' from
     'B';

  -- $5,000,000 class LC loan interests are downgraded to 'CCC'
     from 'B';

  -- $16,000,000 class D notes are downgraded to 'CC/DR5' from
     'CCC/DR5';

  -- $12,000,000 class LD loan interests are downgraded to
     'CC/DR5' from 'CCC/DR5';

  -- $40,000,000 income notes are downgraded to 'C/DR6' from
     'CCC/DR6'.

All notes except for the income notes remain on Rating Watch
Negative.

The ratings for each of the class A, LA, B, C, LC, D, or LD notes
reflects the likelihood that investors will receive periodic
interest payments through the redemption date as well as their
respective stated principal balances.  The rating of the income
notes reflects the likelihood that investors will receive
aggregate payments in an amount equal to the principal amount on
or prior to the redemption date.

The transactions are mortgage market value collateralized debt
obligations managed by TCW Asset Management Co.  Each CDO has
overcollateralization tests designed to protect the notes from
declines in the market value of the portfolio.  These programs
have triggered their NAV tests and have been unable to cure them
leading to a liquidation.  The downgrades and Rating Watch
Negative actions are due to the uncertainty in the proceeds that
will be achieved during a sale of assets given the price
volatility that even highly rated securities have seen in the
current market environment.  The recent additional volatility in
agency securities put noteholders at greater risk than with prior
Westways liquidations.  The Westways transactions currently have
portfolios of all floating AAA or agency collateral with over half
of the portfolio in agency securities.


* PJM Interconnection Gives Steps to Avoid Future Defaults to FTRs
------------------------------------------------------------------
Following an analysis of recent payment defaults by two market
participants, PJM Interconnection has initiated steps to further
prevent future defaults related to Financial Transmission Rights
(FTRs).

"PJM continues to be concerned that making market entry attractive
to new participants may expose other members to the risk of
defaults for under-collateralized positions," said Karl V.
Pfirrmann, PJM's interim president and chief executive officer.
"While there are inherent risks associated with participating in a
competitive market, we recognize the need for a better balance
between risk exposure and a more secure playing field for all
market participants.  Mitigating the impact of these types of
defaults in concert with our members will be a high priority for
PJM in the coming weeks."

                Credit Policy Enhancements for FTRs

On December 21, PJM submitted a filing to the Federal Energy
Regulatory Commission (FERC) credit policy enhancements for FTRs,
supported by its Members Committee.  The proposal would tighten
collateral requirements for FTRs to better reflect congestion
volatility based on an evaluation of monthly congestion patterns
over the last three years.  This would permit PJM to require
additional credit collateral as market participants bid on FTRs,
instead of waiting until congestion charges occur.

In addition, PJM believes there is a need for additional credit
screens for undiversified FTR bidding activity.  Those changes
will focus on collateral postings for undiversified portfolios and
incorporating the projected impact of planned outages on
congestion patterns.  The changes have not been finalized and will
be discussed as part of PJM's stakeholder process, culminating in
consideration of the new policy at the Jan. 24, 2008 Members
Committee meeting.

The latest default was communicated to members on December 20 and
involved Power Edge LLC, which is in default for its November
payment on the company's open FTR counterflow positions acquired
during the spring 2007 annual FTR auction.  The estimated payment
default for its November invoice through to May 2008 is $80
million.  This default represents 0.3% of the total transactions
for 2007 in the PJM marketplace as of the close of the November
billing.

The actual payment default may differ from this amount due to many
factors that could affect congestion flows, including atypical
weather patterns and unplanned transmission or generation outages.

In October, PJM members were notified that another member, Exel
Power Sources LLC was in payment default.  Consequently, Exel's
aggregate payment default is $4.5 million through November with
additional charges likely through May 2008.

PJM had been working prior to the November 2007 payment default to
amend credit requirements to mitigate the likelihood of defaults
as this occurring.  This past year, a proposal to change PJM's
credit requirements as applied to counterflow FTR positions was
approved in part and denied in part by the Federal Energy
Regulatory Commission (FERC).  Elements of that filing, which
would have mitigated but not eliminated this type of default, were
protested by certain market participants.  A revised proposal to
address those concerns was overwhelmingly approved by PJM
stakeholders and comprised the December 21 submission.

"Our position for some time has been that the best opportunity for
mitigating potential payment defaults in the FTR market is to
require collateral equal to the risk at the time bids are
submitted and thereby reduce the exposure to all market
participants," Mr. Pfirrmann said.

In addition to mitigating defaults in the future, PJM is pursuing
the collection of overdue invoices and taking steps to terminate
Power Edge's membership.  The company's transaction rights already
were terminated when it was unable to fulfill a collateral call
earlier this month.

As is PJM's practice in responding to out-of-the-ordinary market
occurrences, it has asked the PJM Market Monitor to cooperate with
the analysis of this situation and review the drivers and impacts
of the default on other market participants.

                            About FTRs

FTRs are financial rights that provide PJM market participants
with a hedge against transmission congestion charges in the day-
ahead energy market.  Counterflow FTRs, which Power Edge LLC
purchased, are an opposite hedge for participants.  They are
financial rights associated with the flow of power on a
transmission line flows in the opposite direction of a
transmission constraint.  A member using the line to transmit
power would pay the counterflow FTR purchaser a fee.

In the 2007 annual FTR auction, PJM for the first time saw
unprecedented new interest by new participants in bidding solely
for counterflow FTR positions. The FTR portfolios of some of the
new companies are not as diverse as those of most other market
participants and are therefore more vulnerable to changing system
conditions.  The current credit issues that the PJM market is
experiencing are not due to the FTR auction design, but rather the
result of the narrowly focused FTR portfolios of these companies
and less diverse total market positions taken by these new
entrants into the PJM market.

                      About PJM Interconnection

PJM Interconnection -- http://www.pjm.com/-- ensures the
reliability of the high-voltage electric power system serving 51
million people in all or parts of Delaware, Illinois, Indiana,
Kentucky, Maryland, Michigan, New Jersey, North Carolina, Ohio,
Pennsylvania, Tennessee, Virginia, West Virginia and the District
of Columbia.  PJM coordinates and directs the operation of the
region's transmission grid, which includes 6,038 substations and
56,250 miles of transmission lines; administers a competitive
wholesale electricity market; and plans regional transmission
expansion improvements to maintain grid reliability and relieve
congestion.


* Two Gesas Pilati Lawyers Join Arnstein & Lehr's Bankruptcy Unit
-----------------------------------------------------------------
The law firm of Arnstein & Lehr LLP said Michael L. Gesas, Esq.,
and David A. Golin, Esq., will join the firm February 1 as
partners in the firm's Bankruptcy, Creditors' Rights &
Restructuring Practice Group.  They will practice out of the
Chicago office.

Messrs. Gesas and Golin join the firm from Gesas, Pilati, Gesas
and Golin, Ltd., a Chicago bankruptcy boutique, bringing with them
more then 50 years of combined expertise.

Barry Chatz, Arnstein & Lehr's bankruptcy and creditors' rights
chair, welcomed their addition to the firm, stating that he
believes the two will greatly enhance its presence in
restructuring and other areas.

Mr. Gesas is a graduate of the University of Wisconsin and
received his law degree from the John Marshall School of law. He
brings to Arnstein & Lehr 24 years of experience representing
lenders, creditors and commercial debtors in corporate and
business reorganizations.  His practice includes liquidation
proceedings, compositions, assignments for the benefit of
creditors, asset acquisitions and sales through the bankruptcy
court and other forums, workouts, contract negotiations and
related commercial representation and litigation.  He has been a
guest speaker regarding insolvency issues at the John Marshall Law
School, Illinois Institute for Continuing Legal Education, and the
United States Environmental Protection Agency.  He has been
recognized by Law Bulletin Publishing Company as one of Illinois'
top corporate bankruptcy attorneys for several years.

Mr. Golin graduated from the University of Michigan and received
his law degree from Georgetown University Law Center.  With more
than 27 year's experience, his practice includes the
representation of financially distressed businesses, from family
owned to multinational, in loan restructurings, workouts, Chapter
11 reorganizations, Chapter 7 liquidations, and assignments for
the benefit of creditors.  He also represents secured lenders,
landlords, equipment lessors, bondholders, mechanic lienholders,
and other creditors in connection with their claims against
debtors.  Law Bulletin Publishing Company has continually
recognized him as one of the top Illinois corporate attorneys in
the fields of bankruptcy and workout law.

                        About Arnstein & Lehr

Since its founding in 1893, Arnstein & Lehr LLP has served
clients, large and small, throughout the United States and abroad.
It is a full-service Firm with attorneys practicing in five main
practice areas - Business, Litigation, Local Government, Tax and
Estate Planning Services, and Real Estate. Arnstein has a diverse
client base including large corporations listed on the public
stock exchanges, middle market companies, nonprofit organizations
and emerging businesses. Clients include governmental bodies,
health care entities, financial institutions, trade associations,
and a broad range of businesses in the retail, industrial,
manufacturing, distribution, technology, and services sectors. The
Firm also counsels individuals as to their personal needs,
including estate planning, probate matters and the transfer of
wealth and business interests from one generation to another.
Arnstein & Lehr has offices in Illinois, Florida and Wisconsin.
For additional information about the Firm visit www.arnstein.com


* Fitch Lowers Ratings on $6.9 Billion Notes Across 15 CDOs
-----------------------------------------------------------
Fitch has downgraded $6.9 billion of rated notes and preference
shares across 15 collateralized debt obligations, due to exposure
to trust preferred securities and senior and subordinated debt
issued by real estate investment trusts, homebuilders and
financial institutions specializing in mortgage lending.
Downgraded CDO liabilities include $3 billion of previously senior
'AAA'-rated securities, $756 million of previously junior 'AAA'-
rated securities and $1.1 billion of previously 'AA' category-
rated securities.  With the exception of $130.5 million of
securities previously rated 'AA', all securities previously rated
'AAA' or 'AA' category remain investment grade.  Fitch has also
affirmed $2.6 billion of notes rated in the 'AAA' and 'AA' rating
categories.

Fitch's rating actions follow a formal sector review of CDOs
characterized as being backed primarily by REIT TruPS or REIT,
bank and insurance TruPS.  These actions follow those undertaken
by Fitch in August and September of this year, which reflected
credit deterioration experienced up to that point in time with
respect to underlying collateral.  With the rating actions, Fitch
has resolved the Rating Watch status of all affected tranches.
Fitch originally placed the 15 transactions on Rating Watch
Negative on November 21.

Fitch's rating actions are a result of continued rapid
deterioration in the credit quality and liquidity profiles of
issuers underlying these CDOs, in particular, mortgage REITs and
homebuilders.  In certain cases, underlying issuers experienced a
default or deferral on issued securities, a technical default due
to breach of debt covenants, a distressed debt exchange or the
default of an underlying operating subsidiary.  Further impacting
overall portfolio credit quality, certain underlying issuers have
experienced multiple notch downgrades, as well as the assignment
of Rating Watch Negative or Rating Outlook Negative.  In certain
cases, underlying ratings are 'CC' or lower, indicating that a
default of some kind appears probable.

Based on public and shadow ratings performed by Fitch, it is
estimated that an average of 25.95% of the assets in the
portfolios underlying the 15 CDOs are currently rated 'CCC+' or
below, ranging between 4.28% and 50.43%.  Fitch currently has a
Negative Rating Outlook on the mortgage REIT sector, along with
the majority of publicly rated homebuilders.  The challenges
facing the mortgage REIT and homebuilder sectors are expected to
be even more pronounced with respect to the smaller-sized, shadow-
rated entities which typically characterize REIT TruPS CDOs.

Fitch believes the revised CDOs ratings more accurately reflect
the credit risk to noteholders, following the recent period of
underlying defaults and rating downgrades, as well as Fitch's
expectation of further collateral deterioration as evidenced by
the amount of underlying collateral currently on Rating Watch
Negative or Rating Outlook Negative.  Fitch's actions with respect
to notes originally rated 'AAA' or 'AA' reflect the increased
probability of default as opposed to an expectation of principal
loss to noteholders.  In the case of more junior classes, the
rating actions are more pronounced, reflecting an increased
expectation of potential principal loss to noteholders due to
collateral defaults and deterioration.

The combination of asset defaults and credit deterioration caused
12 of the 15 CDOs included in this review to breach
overcollateralization or interest coverage triggers.  The breach
of such triggers serves to trap interest proceeds otherwise
available to CDO equity holders and redirect such cash flows to
pay down the rated liabilities, reducing overall leverage in the
transaction.  While Fitch views such structural mechanisms as an
important protection available to the more senior classes of rated
noteholders, it also speaks to the magnitude of the continued
credit stress which these CDOs are currently experiencing.

In addition to the 15 CDOs affected by these rating actions, one
REIT TruPS CDOs - Taberna Preferred Funding IX, Ltd. - is still in
its ramp-up period.  The transaction has experienced negative
credit migration since close, although the asset manager has
additional flexibility to add and/or remove collateral in an
effort to stabilize the credit quality of the overall portfolio
during the remainder of the ramp-up period.  Fitch continues to
engage in frequent dialogue with the asset manager and expects to
formalize its view of the credit quality of the transaction once
the asset manager has completed assembling the portfolio in its
entirety.  Should the transaction fail to successfully complete
its ramp-up period in a manner consistent with the parameters
outlined in the transaction indenture, this could potentially lead
to an event of default and an early wind-down of the transaction.
Taberna IX has a target collateral par amount of $750 million and
an expected ramp up completion date of Jan. 29, 2008.

These commentary summarizes the key factors, on a CDO-specific
basis, which support Fitch's rating actions on the 15 affected
CDOs.  In connection with this review, Fitch's REIT and
homebuilder groups provided updated shadow ratings on the
underlying issuers, in order to reflect their negative, yet
evolving, credit profiles.  In addition, Fitch's CDO group cash
flow modeled each transaction, in order to determine the impact of
downgrades and defaults in the context of transaction-specific
cash flow waterfall mechanics and available credit enhancement.
Lower expectations with respect to potential recoveries on
defaulted trust preferred securities added further conservatism to
Fitch's analysis.  Specifically, Fitch's recovery rate assumptions
for trust preferred securities issued by REITs and homebuilders
were lowered as:

  -- to 0% from 5% at the 'AAA' rating stress;
  -- to 2.5% from 10% at the 'AA' rating stress;
  -- to 5% from 15% at the 'A' rating stress;
  -- to 7.5% from 20% at the 'BBB' rating stress;
  -- to 10% from 25% at the 'BB' rating stress, and;
  -- to 12.5% from 25% at the 'B' rating stress.

Assets currently rated 'CC' or lower were assumed to default with
a 0% recovery under all stress scenarios.  For the purposes of
Fitch's CDO modeling and rating analysis, underlying assets on
Rating Watch Negative were assumed to be downgraded by two sub-
categories, while assets on Rating Outlook Negative were assumed
to be downgraded by one sub-category.  All references to
underlying credit quality in the following commentary are based on
a combination of publicly available ratings as well as Fitch
shadow ratings.

All references to defaulted assets in the following commentary are
based on trustee-reported data and, in certain cases, include
issuers which may not be in technical default or have not filed
for bankruptcy protection.  Rather, such exposures may have
breached transaction-specific ratings thresholds or debt covenants
which result in the treatment of such securities as defaulted for
the purposes of OC tests, payment priority and other portfolio
metrics.  Fitch recognizes that certain issuers defined as
defaulted based on trustee-reported data remain solvent, albeit at
speculative credit rating levels, and continue to meet debt
service on trust preferred securities, subordinated debt and other
obligations.

These rating actions are effective immediately (Rating Watch
Negative status resolved for all affected classes).

Attentus CDO I, Ltd/LLC (Attentus I):
  -- $277,979,197 class A-1 downgraded to 'AA-' from 'AAA';
  -- $20,000,000 class A-2 downgraded to 'A' from 'AAA';
  -- $65,000,000 class B downgraded to 'BBB+' from 'AA';
  -- $10,000,000 class C-1 downgraded to 'BB+' from 'AA-';
  -- $35,000,000 class C-2A downgraded to 'B' from 'A-';
  -- $30,000,000 class C-2B downgraded to 'B' from 'A-';
  -- $20,000,000 class D downgraded to 'CC' from 'BBB-';
  -- $16,000,000 class E downgraded to 'C' from 'BB-'.

Attentus I experienced three asset defaults since close
representing approximately 9.68% of its portfolio.  These
defaults, along with additional negative credit migration, caused
the failure of the class C, class D and class E OC tests.  As of
the last payment date, approximately $2 million of interest
proceeds otherwise available to preferred shareholders were
diverted to pay down the principal of the class A-1 notes due to
the breach of the class D and E OC tests.  Based on Fitch's public
and shadow ratings, the average credit quality of Attentus I
migrated to the 'B/B-' from the 'BB-/B+' range at close, causing a
failure of the transaction's weighted average rating factor
covenant.  Currently, 28.18% of the portfolio is publicly or
shadow rated 'CCC+' or below.  Approximately 16.45% of the
portfolio has experienced negative rating migration since Fitch's
last review in September 2007 and 20.62% of the underlying
collateral is currently on Rating Watch Negative or Rating Outlook
Negative.

Attentus CDO II, Ltd/LLC (Attentus II):
  -- $233,413,552 class A-1 affirmed at 'AAA';
  -- $60,000,000 class A-2 downgraded to 'A+' from 'AAA';
  -- $55,000,000 class A-3A downgraded to 'A-' from 'AAA';
  -- $5,000,000 class A-3B downgraded to 'A-' from 'AAA';
  -- $20,000,000 class B downgraded to 'BBB' from 'AA';
  -- $32,000,000 class C downgraded to 'B+' from 'A';
  -- $29,000,000 class D downgraded to 'B-' from 'BBB+';
  -- $16,000,000 class E-1 downgraded to 'CCC' from 'BBB-';
  -- $2,000,000 class E-2 downgraded to 'CCC' from 'BBB-';
  -- $13,334,182 class F-1 downgraded to 'CC' from 'B+';
  -- $5,128,688 class F-2 downgraded to 'CC' from 'B+';
  -- $40,000,000 subordinated downgraded to 'C' from 'CCC'.

Attentus II experienced four asset defaults since close
representing approximately 12.04% of its portfolio.  These
defaults, along with additional negative credit migration caused
the failure of the class C, D, E and F OC tests.  As of the last
payment date, approximately $1.6 million of interest proceeds
otherwise available to preferred shareholders were diverted to pay
down the principal of the class A-1 notes due to the breach of the
class E OC test.  Based on Fitch's public and shadow ratings, the
average credit quality of Attentus II migrated to the 'B+/B' range
from the 'BB-/B+' range at close, causing a failure of the
transaction's WARF covenant.  Currently, 26.18% of the portfolio
is publicly or shadow rated 'CCC+' or below.  Approximately 23.65%
of the underlying collateral is currently on Rating Watch Negative
or Rating Outlook Negative.  Fitch's rating on the class A-1 notes
does not address the financial guaranty insurance policy provided
by Assured Guaranty Corp (IFS rated 'AAA' by Fitch).

Attentus CDO III, Ltd. (Attentus III):
  -- $150,000,000 class A-1A affirmed at 'AAA';
  -- $100,000,000 class A-1B affirmed at 'AAA'
  -- $100,000,000 class A-2 downgraded to 'AA' from 'AAA';
  -- $34,000,000 class B downgraded to 'A-' from 'AA';
  -- $16,000,000 class C-1 downgraded to 'BB+' from 'A';
  -- $15,000,000 class C-2 downgraded to 'BB+' from 'A';
  -- $10,000,000 class D downgraded to 'BB' from 'A-';
  -- $15,000,000 class E-1 downgraded to 'CCC' from 'BBB';
  -- $7,000,000 class E-2 downgraded to 'CCC' from 'BBB';
  -- $24,000,000 class F downgraded to 'CC' from 'BB-'.

Attentus III experienced three asset defaults since close
representing approximately 7.15% of its portfolio.  These
defaults, along with additional negative credit migration, caused
the failure of the class E and F OC tests.  Based on Fitch's
public and shadow ratings, the average credit quality of Attentus
III migrated to the 'BB-/B+' range from the 'BB/BB-' range at
close, causing a failure of the transaction's WARF covenant.
Currently, 26.6% of the portfolio is publicly or shadow rated
'CCC+' or below.  Approximately 27.66% of the underlying
collateral is currently on Rating Watch Negative or Rating Outlook
Negative.  Fitch's rating on the class A-1B notes does not address
the financial guaranty insurance policy provided by Assured
Guaranty Corp (IFS rated 'AAA' by Fitch.

Kodiak CDO I, Ltd./Inc. (Kodiak I):
  -- $299,815,006 class A-1 downgraded to 'AA+' from 'AAA';
  -- $103,500,000 class A-2 downgraded to 'AA' from 'AAA';
  -- $83,000,000 class B downgraded to 'A' from 'AA';
  -- $30,000,000 class C downgraded to 'A-' from 'AA';
  -- $13,000,000 class D-1 downgraded to 'BBB-' from 'AA-';
  -- $5,000,000 class D-2 downgraded to 'BBB-' from 'AA-';
  -- $29,000,000 class D-3 downgraded to 'BBB-' from 'AA-';
  -- $5,000,000 class E-1 downgraded to 'BB' from 'A';
  -- $29,000,000 class E-2 downgraded to 'BB' from 'A';
  -- $7,000,000 class F downgraded to 'B' from 'BBB+';
  -- $50,000,000 class G downgraded to 'CCC' from 'BB';
  -- $27,000,000 class H downgraded to 'C' from 'B-'.

Kodiak I experienced four asset defaults since close representing
approximately 11.94% of its portfolio.  These defaults caused the
failure of the class D, E, F/G and H OC tests, as well was the
class H IC test.  As of the last payment date, approximately $3.7
million of interest proceeds otherwise available to preferred
shareholders were diverted to pay down the principal of the class
A-1 due to the breach of the class D OC test.  Based on Fitch's
public and shadow ratings, the average credit quality of Kodiak I
remains in the 'B+/B' range, although there has been negative
credit migration since Fitch's last review.  The moderate
deterioration in the portfolio WARF is due, in part, to credit
risk sales and asset acquisitions undertaken by the asset manager
during the ramp-up period.  Currently, 23.43% of the portfolio is
publicly or shadow rated 'CCC+' or below.  Approximately 23.70% of
the underlying collateral is currently on Rating Watch Negative or
Rating Outlook Negative.

Kodiak CDO II, Ltd./Inc. (Kodiak II):
  -- $338,000,000 class A-1 affirmed at 'AAA';
  -- $53,000,000 class A-2 affirmed at 'AAA';
  -- $80,000,000 class A-3 downgraded to 'A+' from 'AAA';
  -- $81,000,000 class B-1 downgraded to 'A' from 'AA+';
  -- $5,000,000 class B-2 downgraded to 'A' from 'AA+';
  -- $38,000,000 class C-1 downgraded to 'BBB+' from 'AA-';
  -- $2,000,000 class C-2 downgraded to 'BBB+' from 'AA-';
  -- $36,000,000 class D downgraded to 'BB+' from 'A';
  -- $35,000,000 class E downgraded to 'B' from 'BBB';
  -- $35,000,000 class F downgraded to 'CCC' from 'BB'.

Kodiak II experienced one asset default and contains a deferred
interest security, in aggregate representing approximately 1.25%
of its portfolio.  The transaction is currently passing its
covenanted WARF, as well as its OC and IC Tests.  Based on Fitch's
public and shadow ratings, the average credit quality of Kodiak II
remains in the 'B+/B' range, although there has been negative
credit migration since Fitch's last review.  The stability of the
portfolio WARF can be attributed, in part, to credit risk sales
and asset acquisitions undertaken by the asset manager during the
ramp-up period.  Currently, 6.92% of the portfolio is publicly or
shadow rated 'CCC+' or below.  Approximately 22.83% of the
underlying collateral is currently on Rating Watch Negative or
Rating Outlook Negative.

TABERNA Preferred Funding I, Ltd. (Taberna I):
  -- $320,495,957 class A-1A downgraded to 'A+' from 'AAA';
  -- $13,504,043 class A-1B downgraded to 'A+' from 'AAA';
  -- $87,000,000 class A-2 downgraded to 'A' from 'AAA';
  -- $64,000,000 class B-1 downgraded to 'BBB+' from 'AA';
  -- $10,000,000 class B-2 downgraded to 'BBB+' from 'AA';
  -- $37,750,000 class C-1 downgraded to 'BB-' from 'A';
  -- $25,750,000 class C-2 downgraded to 'BB-' from 'A';
  -- $4,500,000 class C-3 downgraded to 'BB-' from 'A';
  -- $13,500,000 class D downgraded to 'B' from 'BBB+';
  -- $29,888,478 class E downgraded to 'CCC' from 'BBB'.

Taberna I has not experienced any asset defaults, although Fitch
is aware of one underlying obligor whose primary operating
subsidiary filed for bankruptcy protection in November 2007.  This
exposure represents 3.77% of the portfolio.  The transaction is
currently passing all OC and IC tests. Based on Fitch's public and
shadow ratings, the average credit quality of Taberna I has
migrated to the 'B-/CCC+' range from the 'BB-/B+' range at close.
Currently, 45.96% of the portfolio is publicly or shadow rated
'CCC+' or below.   Approximately 20.53% of the underlying
collateral is currently on Rating Watch Negative or Rating Outlook
Negative.

Taberna Preferred Funding II, Ltd. (Taberna II):
  -- $379,205,399 class A-1A downgraded to 'BBB+' from 'AAA';
  -- $100,963,435 class A-1B downgraded to 'BBB+' from 'AAA';
  -- $9,480,135 class A-1C downgraded to 'BBB+' from 'AAA';
  -- $86,500,000 class A-2 downgraded to 'BBB' from 'AAA';
  -- $120,500,000 class B downgraded to 'BB' from 'AA';
  -- $73,750,000 class C-1 downgraded to 'B-' from 'BBB+';
  -- $26,000,000 class C-2 downgraded to 'B-' from 'BBB+';
  -- $15,000,000 class C-3 downgraded to 'B-' from 'BBB+';
  -- $31,823,490 class D downgraded to 'CCC' from 'BBB';
  -- $30,490,189 class E-1 downgraded to 'CC' from 'BB';
  -- $10,213,825 class E-2 notes downgraded to 'CC' from 'BB';
  -- $43,612,981 class F notes downgraded to 'C' from 'B'.

Taberna II experienced three asset defaults representing
approximately 8.54% of its portfolio.  These defaults caused the
failure of the class C, D, E and F OC tests.  As of the last
payment date, approximately $5.5 million of interest proceeds
otherwise available to preferred shareholders were diverted to pay
down the principal of the class A-1A, A-1B and A-1C notes, pro
rata due to the breach of the class A/B and C OC tests.  Based on
Fitch's public and shadow ratings, the average credit quality of
Taberna II migrated to the 'B-/CCC+' range from the 'B/B-' range
at close.  Currently, 44.7% of the portfolio is publicly or shadow
rated 'CCC+' or below.  Approximately 15.7% of the underlying
collateral is currently on Rating Watch Negative or Rating Outlook
Negative.

Taberna Preferred Funding III, Ltd. (Taberna III):
  -- $384,210,728 class A-1A downgraded to 'A+' from 'AAA';
  -- $9,641,424 class A-1C downgraded to 'A+' from 'AAA';
  -- $38,500,000 class A-2A downgraded to 'A' from 'AAA';
  -- $15,000,000 class A-2B downgraded to 'A-' from 'AAA';
  -- $91,250,000 class B-1 downgraded to 'BBB+' from 'AA';
  -- $7,500,000 class B-2 downgraded to 'BBB+' from 'AA';
  -- $36,500,000 class C-1 downgraded to 'BB' from 'A-';
  -- $52,000,000 class C-2 downgraded to 'BB' from 'A-';
  -- $43,750,000 class D downgraded to 'B-' from 'BBB-';
  -- $32,254,889 class E downgraded to 'CCC' from 'B+'.

Taberna III experienced one asset default representing
approximately 3.82% of its portfolio.  These defaults caused the
failure of the class D and E OC tests.  As of the last payment
date, approximately $3.4 million of available interest proceeds
were used to redeem the principal of the class A-1A and A-1C
notes, pro rata due to the failure of the class D OC test.  Based
on Fitch's public and shadow ratings, the average credit quality
of Taberna III migrated to the 'B/B-' range from the 'B+/B' range
at close.  Currently, 32.20% of the portfolio is publicly or
shadow rated 'CCC+' or below.  Approximately 8.56% of the
underlying collateral is currently on Rating Watch Negative or
Rating Outlook Negative.

Taberna Preferred Funding IV, Ltd. (Taberna IV):
  -- $309,460,687 class A-1 downgraded to 'AA+' from 'AAA';
  -- $50,000,000 class A-2 downgraded to 'AA-' from 'AAA';
  -- $20,000,000 class A-3 downgraded to 'A+' from 'AAA';
  -- $81,450,000 class B-1 downgraded to 'A' from 'AA';
  -- $7,000,000 class B-2 downgraded to 'A' from 'AA';
  -- $45,000,000 class C-1 downgraded to 'BB+' from 'A-';
  -- $20,000,000 class C-2 downgraded to 'BB+' from 'A-';
  -- $35,000,000 class C-3 downgraded to 'BB+' from 'A-';
  -- $21,000,000 class D-1 downgraded to 'B-' from 'BBB-';
  -- $13,000,000 class D-2 downgraded to 'B-' from 'BBB-';
  -- $24,375,000 class E downgraded to 'CCC' from 'B+'.

Taberna IV experienced one asset default representing
approximately 3.75% of its portfolio.  These defaults caused the
failure of the class E OC test.  As of the last payment date,
approximately $1.3 million of available interest proceeds were
used to redeem the principal of the class A-1 notes due to the
failure of the class E OC test.  Based on Fitch's public and
shadow ratings, the average credit quality of Taberna IV migrated
to the 'B+/B' range from the 'BB-/B+' range at close.  Currently,
26.2% of the portfolio is publicly or shadow rated 'CCC+' or
below.  Approximately 15.31% of the underlying collateral is
currently on Rating Watch Negative or Rating Outlook Negative.

Taberna Preferred Funding V, Ltd. (Taberna V):
  -- $98,537,389 class A-1LA affirmed at 'AAA';
  -- $246,343,472 class A-1LAD affirmed at 'AAA';
  -- $60,000,000 class A-1LB downgraded to 'AA+' from 'AAA';
  -- $90,000,000 class A-2L downgraded to 'A+' from 'AA';
  -- $50,000,000 class A-3L downgraded to 'B' from 'BBB';
  -- $35,000,000 class A-3FV downgraded to 'B' from 'BBB';
  -- $25,000,000 class A-3FX downgraded to 'B' from 'BBB';
  -- $41,330,261 class B-1L downgraded to 'CCC' from 'B+';
  -- $24,183,708 class B-2L downgraded to 'CC' from 'CCC+';
  -- $5,248,800 class B-2FX downgraded to 'CC' from 'CCC+'.

Taberna V experienced three asset defaults representing
approximately 10.8% of its portfolio.  These defaults caused the
failure of the class A-3, B-1L and B-2 OC tests.  As of the last
payment date, approximately $1.9 million of interest proceeds
otherwise available to preferred shareholders were diverted to pay
down the principal of the class A-1LA and A-1LAD, pro rata due to
the breach of the class A-3 OC test.  Based on Fitch's public and
shadow ratings, the average credit quality of Taberna V migrated
to the 'B/B-' range from the 'BB-/B+' range at close.  Currently,
25.1% of the portfolio is publicly or shadow rated 'CCC+' or
below.  Approximately 18.66% of the underlying collateral is
currently on Rating Watch Negative or Rating Outlook Negative.

Taberna Preferred Funding VI, Ltd. (Taberna VI):
  -- $49,490,200 class A-1A notes downgraded to 'AA' from
     'AAA';

  -- $301,890,218 class A-1B notes downgraded to 'AA' from
     'AAA';

  -- $90,000,000 class A-2 notes downgraded to 'A' from 'AAA';
  -- $18,000,000 class B notes downgraded to 'A-' from 'AA+';
  -- $97,000,000 class C notes downgraded to 'BBB+' from 'AA';
  -- $43,000,000 class D-1 notes downgraded to 'BB-' from 'A-';
  -- $10,000,000 class D-2 notes downgraded to 'BB-' from 'A-';
  -- $17,350,653 class E-1 notes downgraded to 'CCC' from
     'BBB-';

  -- $17,354,535 class E-2 notes downgraded 'CCC' from 'BBB-';
  -- $15,373,858 class F-1notes downgraded to 'CC' from 'B+';
  -- $10,251,050 class F-2 notes downgraded to 'CC' from 'B+'.

Taberna VI experienced two asset defaults representing
approximately 7.35% of its portfolio.  These defaults caused the
failure of the class D, E and F OC tests.  As of the last payment
date, approximately $2.3 million of available interest was used to
redeem the principal on the class A-1A and A-1B notes, pro rata
due to the failure of the class D OC test. Based on Fitch's public
and shadow ratings, the average credit quality of Taberna VI
migrated to the 'B+/B' range from the 'BB-/B+' range at close.
Currently, 25.7% of the portfolio is publicly or shadow rated
'CCC+' or below.  Approximately 18.5% of the underlying collateral
is currently on Rating Watch Negative or Rating Outlook Negative.

Taberna Preferred Funding VII, Ltd. (Taberna VII):
  -- $347,316,358 class A-1LA affirmed at 'AAA';
  -- $120,000,000 class A-1LB affirmed at 'AAA';
  -- $25,000,000 class A-2LA downgraded to 'AA' from 'AA+';
  -- $50,000,000 class A-2LB downgraded to 'AA-' from 'AA';
  -- $57,000,000 class A-3L downgraded to 'BBB+' from 'A';
  -- $40,000,000 class B-1L downgraded to 'BB' from 'BBB';
  -- $30,766,675 class B-2L downgraded to 'CCC' from 'BB-'.

Taberna VII experienced two asset defaults representing
approximately 4.42% of its portfolio.  These defaults caused the
failure of the class B-1L and B-2L OC tests.  As of the last
payment date, approximately $2.7 million of available interest
proceeds were used to redeem the principal of the class A-1LA
notes due to the breach of the class B-1L OC test.  Based on
Fitch's public and shadow ratings, the average credit quality of
Taberna VII has migrated to the 'B+/B' range from the 'BB-/B+'
range at close, causing a failure of the transaction's WARF
covenant.  Currently, 18.23% of the portfolio is publicly or
shadow rated 'CCC+' or below.  Approximately 22.5% of the
underlying collateral is currently on Rating Watch Negative or
Rating Outlook Negative.

Taberna Preferred Funding VIII, Ltd. (Taberna VIII)
  -- $160,000,000 class A-1A affirmed at 'AAA';
  -- $215,000,000 class A-1B affirmed at 'AAA';
  -- $120,000,000 class A-2 affirmed at 'AAA';
  -- $75,000,000 class B notes downgraded to 'A' from 'AA';
  -- $40,000,000 class C notes downgraded to 'BBB+' from 'A';
  -- $22,000,000 class D notes downgraded to 'BB+' from 'A-';
  -- $37,000,000 class E notes downgraded to 'B+' from 'BBB';
  -- $43,000,000 class F notes downgraded to 'B' from 'BB'.

Taberna VIII experienced a default with respect to the operating
subsidiary of an underlying issuer of trust preferred securities.
During the transaction's ramp-up period, however, the affected
security was removed from the transaction at par and replaced with
performing, eligible collateral.  All OC and IC tests are
currently passing.  Based on Fitch's public and shadow ratings,
the average credit quality is in the 'BB-/B+' range.  Currently,
4.28% of the portfolio is publicly or shadow rated 'CCC+' or
below.  Approximately 23.37% of the underlying collateral is
currently on Rating Watch Negative or Rating Outlook Negative.

TRAPEZA CDO X, Ltd./ Inc. (Trapeza X):
  -- $267,987,049 class A-1 downgraded to 'AA+' from 'AAA';
  -- $69,000,000 class A-2 downgraded to 'AA' from 'AAA';
  -- $31,000,000 class B downgraded to 'A+' from 'AA';
  -- $21,000,000 class C-1 downgraded to 'BBB-' from 'A-';
  -- $35,000,000 class C-2 downgraded to 'BBB-' from 'A-';
  -- $22,000,000 class D-1 downgraded to 'CCC' from 'BBB-';
  -- $22,000,000 class D-2 downgraded to 'CCC' from 'BBB-';
  -- $39,500,000 subordinate downgraded to 'CC' from 'B+'.

Trapeza X experienced two asset defaults representing
approximately 8% of its portfolio.  These defaults caused the
failure of the class C and D OC tests.  Based on Fitch's public
and shadow ratings, the average credit quality of Trapeza X
migrated to the 'B/B-' range from the 'BB-/B+' range at close.
Note that bank and insurance collateral is excluded from this
measurement of portfolio credit quality, given that banks and
insurance companies underlying the transaction are evaluated on a
numerical score basis.  Approximately 29.11% of the portfolio,
representing REIT/homebuilder collateral, is currently on Rating
Watch Negative or Rating Outlook Negative.  At close, Trapeza X
was comprised of 62.89% bank collateral, 5.35% insurance
collateral and 31.76% REIT/homebuilder collateral.

Trapeza CDO XI, Ltd. (Trapeza XI):
  -- $281,000,000 class A-1 affirmed at 'AAA';
  -- $53,000,000 class A-2 downgraded to 'AA+' from 'AAA';
  -- $20,000,000 class A-3 downgraded to 'AA' from 'AAA';
  -- $25,000,000 class B downgraded to 'AA-' from 'AA';
  -- $33,000,000 class C downgraded to 'BBB+' from 'A';
  -- $22,500,000 class D-1 downgraded to 'BB+' from 'A-';
  -- $18,500,000 class D-2 downgraded to 'BB+' from 'A-';
  -- $13,000,000 class E-1 downgraded to 'B+' from 'BBB';
  -- $5,000,000 class E-2 downgraded to 'B+' from 'BBB';
  -- $10,000,000 class F downgraded to 'CCC' from 'BB'.

Trapeza XI experienced two asset defaults representing
approximately 6% of its portfolio.  These defaults caused the
failure of the class C, D, E and F OC tests.  Based on Fitch's
public and shadow ratings, the average credit quality of Trapeza
XI migrated to the 'B/B-' range from the 'B+/B' range at close.
Note that bank and insurance collateral is excluded from this
measurement of portfolio credit quality, given that banks and
insurance companies underlying the transaction are evaluated on a
numerical score basis.  Approximately 27.62% of the portfolio,
representing REIT/homebuilder collateral, is currently on Rating
Watch Negative or Rating Outlook Negative.  At close, Trapeza XI
was comprised of 60.51% bank collateral, 9.65% insurance
collateral, 29.84% REIT/homebuilder collateral.

Trapeza X and Trapeza XI differ from the other CDOs included in
this review in that they combine trust preferred securities issued
by regional banks and insurance companies, along with trust
preferred securities and senior and subordinated debt issued by
REITs and homebuilders.  While regional banks and insurance
companies are expected to exhibit positive correlation with REITs
and homebuilders over the long-term, regional banks and insurance
companies have yet to exhibit the same level of underperformance
that REITs and homebuilders have in recent periods.  This has
served as a positive counterbalance to overall CDO portfolio
performance, and tempered Fitch's rating actions on hybrid TruPS
CDOs, relative to REIT TruPS CDOs.


* BOOK REVIEW: A Legal History of Money in the United States
------------------------------------------------------------
Author: James Willard Hurst
Publisher: Beard Books
Paperback: US$34.95
Review by Gail Owens Hoelscher
Order your personal copy today and one for a colleague at
http://amazon.com/exec/obidos/ASIN/1587980983/internetbankrupt

This book chronicles the legal elements of the history of the
system of money in the United States from 1774 to 1970.  It
originated as a series of lectures given by James Hurst at the
University of Nebraska in 1973.  Mr. Hurst is quick to say that
he , as a historian of the law, took care in this book not to
make his own judgments on matters outside the law.  Rather, he
conducted an exhaustive literature review of economics, economic
history, and banking to recount the development of law over the
operations of money.  He attempted to "borrow the opinions of
qualified specialists outside the law in order to provide a
meaningful context in which to appraise what the law has done or
failed to do."

Mr. Hurst define money, for the purposes of this books, as "a
distinct institutional instrument employed primarily in
allocating scarce economic resources, mainly through government
and market processes," and not shorthand for economic, social,
or political power held through command of economic assets."

From the beginning, public and legal policy in the U.S. centered
on the definition of legitimate uses of both law affecting
money, and allocation of power over money among official
agencies, both federal and state.  The foundations of monetary
policy were laid between 1774 and 1788.  Initially, individual
state legislatures and the Continental Congress issued paper
currency in the form of bills of credit.  The Constitutional
Convention later determined that ultimate control of the money
supply should be at the federal level.  Other issues were not
clearly defined and were left to be determined by events.

The author describes how law was used to create and maintain a
system of money capable of servicing the flow of resource
allocations in an economy of broadly dispersed public and
private decision making.  Law defined standard money units and
made those units acceptable for use in conducting transactions.
Over time, adjustment of the money supply was recognized as a
legitimate concern of law.  Private banks were delegated
expansive monetary action powers throughout the 1900s and
private markets for gold and silver were allowed to affect the
money supply until 1933-34.  Although the Federal Reserve Act
was not aimed clearly at managing money for goals of major
economic adjustment, it set precedents by devaluing the dollar
and restricting the use of gold.

Mr. Hurst devotes a large part of his book to key issues of
monetary policy involving the distribution of power over money
between the nation and the states, between legal and market
processes, and among major agencies of the government.  Until
about 1860, all major branches of government shared in making
monetary policy, with states playing a large role.  Between 1908
and 1970, monetary policy became firmly centralized at the
national level, and separation or powers questions arose between
the Federal Reserve Board, the White House (The Council of
Economic Advisors), and the Treasury.

The book was an enormous undertaking and its research
exhaustive.  It includes 18 pages of sources cited and 90 pages
of footnotes.  Each era of American legal history is treated
comprehensively.  The book makes fascinating reading for those
interested in the cause and effect relationship between legal
processes and economic processes and t hose concerned with
public administration and the separation of powers.

James Willard Hurst (1910-1997) is widely regarded as the
grandfather of American legal history.  He graduated from
Harvard Law School in 1935 and taught at the University of
Wisconsin-Madison for 44 years.

                             *********

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
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trades are probably different.  Our objective is to share
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Each Tuesday edition of the TCR contains a list of companies with
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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.

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related conferences are encouraged.  Send announcements to
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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
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Each Friday's edition of the TCR includes a review about a book of
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available at your local bookstore or through Amazon.com.  Go to
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Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Marie Therese V. Profetana, Shimero R. Jainga, Ronald C. Sy,
Joel Anthony G. Lopez, Cecil R. Villacampa, Jason A. Nieva,
Melanie C. Pador, Ludivino Q. Climaco, Jr., Loyda I. Nartatez,
Tara Marie A. Martin, John Paul C. Canonigo, Joseph Medel C.
Martirez, Philline P. Reluya, 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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