Fitch: Assignment of CWCapital Investments LLC Will Not Impact RFC CDO 2007-1 Ltd./LLC Ratings

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Thu Jul 30, 2009 6:10pm EDT

CHICAGO--(Business Wire)--
Fitch Ratings has reviewed CWCapital Investments LLC (CWCI) as a potential
replacement collateralized debt obligation (CDO) asset manager for RFC CDO
2007-1 Ltd./LLC (RFC CDO 2007-1) and determined the manager's capabilities to be
consistent with the current ratings assigned to the notes issued pursuant to the
RFC CDO 2007-1 transaction. 

On July 16, 2009, Fitch was notified of a proposed amendment to the RFC CDO
2007-1 Collateral Management Agreement in which the CDO asset management
responsibilities for the transaction would be transferred to CWCI from Realty
Finance Corporation (RFC). Fitch's initial and on-going rating of CDO
transactions includes a review of the CDO asset manager to determine whether
they meet the appropriate standards. Fitch has reviewed the amendment and has
determined that it will not affect the current ratings assigned to the notes
issued pursuant to the RFC CDO 2007-1 transaction. Fitch's review procedure for
potential replacement CDO asset managers is outlined in the special report
entitled 'CDO Asset Manager Replacement Activity Update', dated April 24, 2009
and available on the Fitch Ratings web site at www.fitchratings.com. 

CWCI is a subsidiary of CW Financial Services LLC (CWFinancial), a real estate
finance and investment management company, with 11 offices and approximately 300
employees across the U.S. CWCI was established in 2003 and had more than $11
billion in real estate assets under management for both internal and third
parties as of March 31, 2009. CWCI currently manages five commercial real estate
(CRE) CDOs and re-REMIC transactions totaling $6 billion issued since May 2005.
CWFinancial is an indirect, majority-owned subsidiary of the Caisse de Depot et
Placement du Quebec (CDP) and acts as the U.S. manager for Otera Capital, CDP's
global commercial real estate platform. Finally, CWFinancial is also a
commercial mortgage servicer through its CWCapital Asset Management LLC and
CWCapital LLC servicing platforms. CWCapital Asset Management maintains a Fitch
special servicer rating of 'CSS1'. CWCapital LLC maintains Fitch primary and
master servicer ratings of 'CPS2+' and 'CMS3+', respectively. 

Fitch emphasizes that the scope of its review was solely to determine that CWCI
meets Fitch's minimum guidelines to manage RFC CDO 2007-1 within the context of
Fitch's stated review procedure for replacement managers. Furthermore, this
review was in the context of the current management responsibilities associated
with RFC CDO 2007-1 and the current ratings assigned to the CDO by Fitch. Fitch
is not a party to the transaction and therefore does not provide consent or
approval, as that remains the sole preserve of the transaction parties. Fitch
expects to be notified by the trustee when or if the proposed transfer of asset
management responsibilities is completed. 

RFC 2007-1 is a $1,000,000,000 revolving CRE CDO that closed on April 2, 2007.
As of the May 2009 trustee report, and based on Fitch asset type
categorizations, the CDO was substantially invested as follows: commercial
mortgage whole loans/A-notes (54.1%), commercial mortgage-backed securities
(21.2%), CRE B-notes (12.5%), CRE mezzanine loans (11.7%), and CRE CDOs (0.5%).
The transaction has a five-year reinvestment period, ending April 2012, during
which principal proceeds may be used to invest in substitute collateral. As of
May 2009, the CDO was failing two Par Value tests due to haircuts associated
with four defaulted assets (8.5%). As long as these tests are failing, interest
and principal proceeds are redirected to pay down the senior-most notes, and the
asset manger's ability to reinvest is therefore constrained. Currently, the
Rating Outlook for the A-1 and A-1R classes is Negative, and classes A-2 through
E are on Rating Watch Negative pending further review. 

Fitch's rating definitions and the terms of use of such ratings are available on
the agency's public site, www.fitchratings.com. Published ratings, criteria and
methodologies are available from this site, at all times. Fitch's code of
conduct, confidentiality, conflicts of interest, affiliate firewall, compliance
and other relevant policies and procedures are also available from the 'Code of
Conduct' section of this site. 





Fitch Ratings
Russ Thomas, 312-368-3189, Chicago
Gwen Fink-Stone, 212-908-9128, New York
(Fund and Asset Manager Ratings)
Karen Trebach, 212-908-0215, New York
(Structured Credit)
or
Media Relations:
Sandro Scenga, 212-908-0278, New York
Email: sandro.scenga@fitchratings.com



Copyright Business Wire 2009

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