Fitch Downgrades 1 & Affirms 10 Classes from SBMS VII Mtge P-T Ctfs, Series 2001-UP2.

NEW YORK -- Fitch has taken rating actions on Salomon Brothers Mortgage Securities VII mortgage pass-through certificates, series 2001-UP2, as follows:

Series 2001-UP2 Group 1:

--Classes AF-1, AF-2, and PO affirmed at 'AAA';

--Class BF-1 affirmed at 'AAA';

--Class BF-2 affirmed at 'AA';

--Class BF-3 affirmed at 'BBB';

--Class BF-4 downgraded to 'CCC' from 'B';

--Class BF-5 remains at 'C'.

Series 2001-UP2 Group 2:

--Class AV affirmed at 'AAA';

--Class BV-1 affirmed at 'AA';

--Class BV-2 affirmed at 'A';

--Class BV-3 affirmed at 'BB';

--Class BV-4 remains at 'CC';

--Class BV-5 remains at 'C'.

The affirmations, affecting $35.09 million of debt, reflect credit enhancement consistent with future loss expectations. The downgrade is the result of poor collateral performance and the deterioration of asset quality beyond original expectations, and affect $775,792 of outstanding certificates.

The series 2001-UP2 (Groups 1 and 2) comprise 30-year fixed-rate and 15-year adjustable-rate, fully amortizing mortgage loans. As of the November 2005 distribution, the 2001-UP2 mortgage pool is 51 months seasoned. The current pool factors for Group 1 and Group 2 are 10% and 29%, respectively. The current pool balance of Group 1 is $30.44 million and there are 573 mortgage loans remaining. The 90-plus delinquencies represent 6.99% of the mortgage pool; foreclosures and real estate owned (REO) represent 2.22% and 0.88%, respectively. The current pool balance of Group 2 is $5.81 million and there are 122 loans remaining. The 90-plus delinquencies represent 2.37% of the mortgage pool, foreclosures represent 2.37%. There are no loans in the REO bucket. Groups 1 and 2 are not cross-collateralized. The Group 1 pool is further subdivided into two sub-groups, IA and IB, which are not fully cross-collateralized, but which do in certain circumstances provide limited cross-support.

The mortgage loans are being serviced by Union Planters PMAC, Inc.

Further information regarding current delinquency, loss, and credit enhancement statistics is available on the Fitch Ratings web site at www.fitchratings.com. Fitch will continue to monitor these deals.

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.