Fitch Affirms 8 Classes of Independence VII CDO.

CHICAGO -- Fitch has affirmed eight classes of floating-rate notes issued by Independence VII CDO, Ltd, (Independence VII). These rating actions are the result of Fitch's review process and are effective immediately:

--$360,000,000 class A-1A at 'AAA';

--$60,000,000 class A-1B at 'AAA';

--$30,600,000 class A-2 at 'AAA';

--$60,000,000 class B at 'AA';

--$28,500,000 class C at 'AA-';

--$15,000,000 class D at 'A-';

--$24,900,000 class E at 'BBB';

--$5,400,000 class F at 'BB+'.

Independence VII is a cash collateralized debt obligation (CDO) managed by Declaration Management and Research LLC that closed March 28, 2006. The portfolio is composed of residential mortgage-backed securities (RMBS), commercial mortgage-backed securities (CMBS), asset-backed securities (ABS) and CDOs. Included in this review, Fitch discussed the current state of the portfolio with the asset manager.

All overcollateralization (OC) and interest coverage (IC) tests are passing the covenants. Credit enhancement levels have remained stable. The Weighted Average Coupon is 6%, passing the covenant of 5.9%, Weighted Average Spread is 2%, passing the covenant of 1.9%, and Weighted Average Life is 3.2, passing the covenant of 6.3.

The ratings of the class A-1, A-2, B and C notes address the likelihood that investors will receive timely payments of interest and the ultimate repayment of principal. The ratings of the class D, E and F notes address the likelihood that investors will receive ultimate payment of scheduled and compensating interest and the ultimate repayment of principal. The ratings are based on the quality and mixture of portfolio assets, credit enhancement through excess spread, subordination, collateral coverage and the sound legal structure of the transaction.

Fitch will continue to monitor and review this transaction for future rating adjustments. Additional deal information and historical data are available on the Derivative Fitch web site at www.derivativefitch.com. For more information on the Fitch VECTOR Model, see 'Global Rating Criteria for Collateralised Debt Obligations,' dated Oct. 4, 2006 and also available at www.derivativefitch.com.

Fitch's rating definitions and the terms of use of such ratings are available on the agency's public site, www.derivativefitch.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 means Fitch, Inc., Fitch Ratings, Ltd. and their subsidiaries including Derivative Fitch, Inc. and Derivative Fitch Ltd. and any successor or successors thereto.