Fitch Downgrades & Places COMM 2000-FL3 Classes on Rating Watch Negative.

Business Editors

NEW YORK--(BUSINESS WIRE)--April 2, 2004

Fitch Ratings downgrades the following classes of COMM 2000-FL3:

-- $3.7 million class K-SR to 'B' from 'BBB';

-- $1.9 million class L-SR to 'B-' from 'BBB-'.

Fitch downgrades and places on Rating Watch Negative the following class:

-- $28.8 million class D to 'BB-' from 'BB'.

Fitch places the following class on Rating Watch Negative:

-- $72.7 million class C 'A'.

Fitch affirms the following classes:

-- $9.6 million class K-QA 'BB+';

-- $3.4 million class L-QA 'BB'.

Fitch does not rate the $2.3 million class K-WC.

The downgrades on class K-SR and L-SR are due to Fitch's continuing concerns with the low occupancy and weak market conditions associated with Sunnyvale Research. The downgrade and Rating Watch Negative placement are due to the deteriorating performance and refinance risk of the Whitehall Conference Center and Sunnyvale Research loans.

Ten Hanover Square, the largest loan in the transaction, with a balance of $126.5 million, paid off earlier this month. Although the repayment of the loan significantly increased the credit support level of class C, Fitch remains concerned with all three remaining loans.

Whitehall Conference Center (29.6% of the pool) is a hotel and conference facility located in Northern Virginia. Occupancy continues to remain low, at approximately 31% as of Dec. 31, 2003. Whitehall Conference Center, now known as the National Conference Center, directly competes with a nearby conference center that features two golf courses and other upscale amenities.

Sunnyvale Research (14.2%, $111 loan per square foot (psf)) is secured by a four-building office complex located in Sunnyvale, CA, containing approximately 215,481 sf. Occupancy decreased to approximately 53% as of Dec. 31, 2003, from 100% at issuance. The vacancy rate in the San Jose office market was approximately 21% as of December 2003. Occupancy has remained low since Mitsubishi vacated its space upon lease expiration in July 2003. The borrower reports that it could take over a year to lease up the space.

The Queens Atrium (32%) is a mixed-use property, totaling 1 million sf, and is located in the Long Island City section of Queens, New York. Occupancy has decreased to 67% as of Dec. 31, 2003, from 97% at issuance. According to the servicer, the borrower has signed a fifteen-year lease with the NYC School Construction Authority for 103,382 sf at a rate of $18 psf. In addition, there have reportedly been negotiations with another prospective tenant for two additional floors.

The classes will remain on Rating Watch pending receipt of leasing and/or financial information on all loans.

The transaction has a rake structure. The Queens Atrium and Whitehall Conference Center loans have C notes outside the trust. As of the March 2004 distribution date, the Trust Mortgage Asset's total principal balance has been reduced by 92% to $169 million from $1.2 billion at origination, primarily due to the paydown of seven loans.

Fitch will continue to monitor this transaction, as surveillance is ongoing.