Fitch Affirms All Classes of 7 World Trade Center

Fitch Ratings has affirmed all classes of New York Liberty Development Corporation liberty revenue refunding bonds, series 2012 (7 World Trade Center Project) and 7 WTC Depositor, LLC Trust 2012-WTC as follows:

--$18,475,000 class 1 maturing on Sept. 15, 2028 at 'AAAsf'; Outlook Stable;

--$19,410,000 class 1 maturing on Sept. 15, 2029 at 'AAAsf'; Outlook Stable;

--$20,390,000 class 1 maturing on Sept. 15, 2030 at 'AAAsf'; Outlook Stable;

--$21,425,000 class 1 maturing on Sept. 15, 2031 at 'AAAsf'; Outlook Stable;

--$22,510,000 class 1 maturing on Sept. 15, 2032 at 'AAAsf'; Outlook Stable;

--$73,670,000 class 1 maturing on Sept. 15, 2035 at 'AAAsf'; Outlook Stable;

--$137,220,000 class 1 maturing on Sept. 15, 2040 at 'AAAsf'; Outlook Stable;

--$108,000,000 class 2 at 'Asf'; Outlook Stable;

--$29,190,000 class 3 at 'BBBsf'; Outlook Stable;

--$97,123,889 class A at 'BBB-sf'; Outlook Stable;

--$10,515,000 class B at 'BB+sf'; Outlook Stable.

KEY RATING DRIVERS

The affirmations and Stable Outlooks are the result of stable collateral performance. As of the nine months ending Sept. 30, 2013, the servicer-reported net cash flow DSCR was 1.28x compared to 1.23x underwritten at issuance.

RATING SENSITIVITIES

All classes maintain Stable Outlooks. No rating actions are expected unless there are material changes in property occupancy or cash flow. The property performance is consistent with issuance.

The transaction represents a securitization of the beneficial leasehold mortgage interest in 7 World Trade Center, a 52-story, class A office building, totaling approximately 1.7 million square feet and located on the north end of the World Trade Center site in the Downtown submarket of New York City. Proceeds of the loans were used to refinance the prior liberty bonds, pay closing costs, and return preferred equity investment to the sponsor.

The bonds and the CMBS certificates follow a sequential pay structure. The total loan includes $575.3 million of liberty bonds and a CMBS loan secured by a mortgage backed by two cross-defaulted loans on 7 WTC. The senior loan is a $450.3 million tax-exempt liberty bond financing designated loan and the junior loan is a $125 million CMBS loan. The liberty bonds loan and the CMBS loan are administered pursuant to a traditional CMBS servicing agreement. The liberty bonds loan has a priority in payment over the CMBS certificates. Both loans are to be cross-defaulted.

The liberty bonds and CMBS certificates are scheduled to amortize fully by their respective maturity dates following an initial interest-only period. The CMBS bonds are interest-only for the first year followed by a six-year full amortization. The liberty bonds are interest-only for 16 years followed by full amortization by 2044.

Additional information is available at 'www.fitchratings.com'.

Applicable Criteria and Related Research:

--'Global Structured Finance Rating Criteria' (May 2013);

--'Criteria for Analyzing Large Loans in U.S. Commercial Mortgage Transactions' (Sept. 2013).

Applicable Criteria and Related Research:

Global Structured Finance Rating Criteria

http://www.fitchratings.com/creditdesk/reports/report_frame.cfm?rpt_id=708661

Criteria for Analyzing Large Loans in U.S. Commercial Mortgage Transactions

http://www.fitchratings.com/creditdesk/reports/report_frame.cfm?rpt_id=718468

Additional Disclosure

Solicitation Status

http://www.fitchratings.com/gws/en/disclosure/solicitation?pr_id=816580

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Fitch Ratings
Primary Analyst
R. Brook Sutherland, [phone]
Director
Fitch Ratings, Inc.
70 W. Madison Street
Chicago, IL 60602
or
Chairperson
Mary MacNeill, [phone]
Managing Director
or
Media Relations
Sandro Scenga, New York, [phone]
[e-mail]