Fitch Downgrades 2 & Upgrades 2 Classes of FU-BofA Commercial Mtge 2001-C1.

NEW YORK -- Fitch Ratings downgrades First Union National Bank-Bank of America (FU-BofA) Commercial Mortgage Trust pass-through certificates, series 2001-C1, as follows:

-- $13.1 million class O to 'B-' from 'B';

-- $6.5 million class P to 'CC' from 'B-'.

In addition, Fitch upgrades the following classes:

-- $52.3 million class B to 'AA+' form 'AA';

-- $26.2 million class C to 'AA-' from 'A+'.

The following classes are affirmed:

-- $20.4 million class A-1 at 'AAA';

-- $793.2 million class A-2 at 'AAA';

-- $60 million class A-2F at 'AAA';

-- Interest-only classes IO-I, IO-II, and IO-III at 'AAA';

-- $26.2 million class D at 'A';

-- $16.4 million class E at 'A-';

-- $13.1 million class F at 'BBB+';

-- $26.2 million class G at 'BBB+';

-- $16.4 million class H at 'BBB-';

-- $19.6 million class J at 'BB+';

-- $16.4 million class K at 'BB+';

-- $13.1 million class L at 'BB';

-- $6.5 million class M at 'BB-',

-- $9.8 million class N at 'B+'.

Fitch does not rate the $5.8 million class Q.

The downgrades are the result of expected losses, which will decrease the credit enhancement of classes O and P. The upgrades are the result of defeasance since Fitch's last rating action. The transaction has paid down 12.8% since issuance to $1.1 billion from $1.3 billion and incurred $20.4 million in losses.

There are five loans (3%) in special servicing, of which Fitch expects losses on three loans. The largest specially serviced loan (1.10%) is a multifamily property located in Norcross, Georgia. The loan is operating under a forbearance agreement to allow the borrower to pursue sale of the asset.

The second largest specially serviced loan (.73%) is an office property located in Santa Clara, California. The loan transferred to the special servicer in October 2005 due to imminent default. The special servicer continues to negotiate with the borrower; however, the most recent appraisal value indicates a potential loss if the loan is liquidated.

The two largest loans, the Cornerstone and RFS Hotel Portfolios, have Fitch investment grade credit assessments. The Cornerstone Portfolio (7%) defeased in December 2005.

The RFS Hotel Portfolio (4.2%) is comprised of two mortgage loans, which are collectively secured by first lien mortgages or deeds of trust (as applicable) on eight individual operating hotel properties located in seven states. The portfolio has a total of 1,281 rooms in three extended-stay, two full-service, and three limited-service hotels. The hotels are flagged as follows: three Residence Inns, two Hampton Inns, one Sheraton, one Holiday Inn, and one Holiday Inn Express. Each RFS Hotel Portfolio loan is cross-collateralized and cross-defaulted with each other RFS Hotel Portfolio loan. The Fitch stressed year end (YE) 2004 DSCR was 1.71 times (x) compared with 2.04x at issuance. YE 2004 occupancy was 73.9% for the portfolio with an average daily rate (ADR) of $91.94 compared with 76.0% occupied with an ADR of $88.00 at issuance.

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