Fitch Upgrades 2 Classes of DLJ Series 1996-CF2.

CHICAGO -- Fitch Ratings upgrades and removes from Rating Watch Positive one class of DLJ Mortgage Acceptance Corp.'s (DLJ) commercial mortgage pass-through certificates, series 1996-CF2, as follows:

-- $12.2 million class B-3 to 'AAA' from 'A'.

Fitch upgrades the following class:

-- $17.8 million class B-4 to 'BBB-' from 'BB-'.

In addition, Fitch affirms the following class:

-- Interest-only class S at 'AAA'.

Classes A-1A through B-2 have paid in full. Fitch does not rate the $6.1 million class C certificates.

The upgrades to classes B-3 and B-4 are due to the increase in credit enhancement resulting from loan payoffs and amortization. As of the May 2006 distribution date, the pool has paid down 92.9% to $36.1 million from $508.6 million at issuance. After missing its balloon payment on May 1, 2006, the 2600 Wilshire Place loan, paid off in full on May 10, 2006. This loan was the largest loan in the deal, previously representing 24.5% of the pool balance, and the payoff proceeds will be passed through in June 2006.

Six of the remaining loans (53.1%) mature between July and November 2006. These six loans are all amortizing balloon loans and can prepay without penalty. If these loans payoff in full on or before their respective maturity dates, and assuming the other loans remain stable, further upgrades to class B-4 are likely.

In addition to the six loans maturing in 2006, there are seven loans (46.9%) remaining in the pool, which mature between May 2011 and August 2016. Of these seven, three loans (24%) are fully amortizing and have paid down a combined 42% since issuance. The other four loans (76%) are amortizing balloon loans. Each loan is out of its respective lockout period and can prepay, provided a flat percentage prepayment penalty or yield maintenance is paid.

Fitch is concerned about the following two loans: the Days Inn at Discovery Park (9%) and the Arbor Apartments (6.6%). These loans mature in October 2011 and August 2006, respectively. Each has seen a drop in net operating income since issuance and updated financial and occupancy data has not been provided by the borrowers.

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