Fitch Upgrades 8 Classes of ASC 1997-D5 & Removes 7 Classes From Watch Positive.

CHICAGO -- Fitch upgrades and removes from Rating Watch Positive (RWP) Asset Securitization Corp.'s commercial mortgage pass-through certificates, series 1997-D5 as follows:

--$87.7 million class A-2 to 'AAA' from 'AA';

--$52.6 million class A-3 to 'AAA' from 'A+';

--$26.3 million class A-4 to 'AAA' from 'A';

--$39.5 million class A-5 to 'A+' from 'B+';

--$43.9 million class A-6 to 'BBB+' from 'B';

--$21.9 million class A-7 'BB+' from 'B-';

--$39.5 million class B-1 to 'B' from 'C/DR5'.

In addition, Fitch upgrades the following class:

--$36.2 million class B-2 to 'CC/DR4' from 'C/DR6'.

Fitch also affirms the following classes:

--$12.9 million class A-1B at 'AAA';

--$713.0 million class A-1C at 'AAA';

--$229.8 million class A-1D at 'AAA';

--$52.6 million class A-1E at 'AAA';

--Interest-only class PS-1 at 'AAA'.

Classes A-1A and A-CS1 have been paid in full. Classes B-3 through B-7H have been reduced to zero due to realized losses.

The rating upgrades are the result of increased credit enhancement, defeasance, and the resolution of the Dr.'s Hospital loan as of the August 2006 distribution date. The transaction has paid down 21.1%, to $1.4 billion from $1.8 billion at issuance. In addition, 44 loans, which is 27.8% of the pool, have defeased, including the Fath Multifamily Pool, 5.7%, a credit assessed loan and the second largest in the pool.

The Dr.'s Hospital loan was secured by a vacant hospital in Chicago, IL and was the subject of litigation filed on behalf of the trust by the special servicer against the depositor and mortgage loan seller to have the Dr.'s Hospital loan repurchased. The depositor, mortgage loan seller and the trust reached a settlement whereby the depositor and mortgage loan seller paid the trust $67.5 million. The loan has been liquidated from the trust as of the August 2006 distribution date, causing $29.9 million in losses. The losses are due primarily to the repayment of ASER amounts, advances and other fees that had caused interest shortfalls to the trust. The shortfalls were recovered on classes A-5 through B-4. In addition, the special servicer has escrowed and additional $2.7 million from the settlement proceeds to address future legal fees associated with the ongoing litigation from the bankruptcy proceedings of the Dr.'s Hospital's operating entity.

In addition, there is ongoing litigation filed on behalf of the trust by the special servicer against the loan seller for breach of representations and warranties for seven loans that have been liquidated from the trust, causing $27.7 million in losses. Fitch is concerned that future legal fees associated with this litigation as well as amounts above the $2.7 million escrowed in the bankruptcy proceeds may cause future shortfalls to certain junior classes.

There are currently two loans in special servicing (2%) that are both current and the special servicer expects the loans to refinance and pay in full. The largest loan (1.6%) is collateralized by three multifamily properties in Waco, TX. The borrower has deposited earnest money and is working on refinancing the loan. The second loan (0.4%) is collateralized by an industrial property in Pottstown, PA. The borrower is working to refinance the loan.

Four loans (18%), the Saul Centers pool, 3 Penn Plaza, the Swiss Bank Tower and Comsat maintain investment grade credit assessments. One loan, the Westin Casuarina Resort, maintains a below investment grade credit assessment.

Fitch's Distressed Recovery (DR) ratings, introduced in April 2006 across all sectors of structured finance, are designed to estimate recoveries on a forward-looking basis while taking into account the time value of money. For more information on Distressed Recovery ratings, see the full report ('Structured Finance Distressed Recovery Ratings'), which is available on the Fitch Ratings web site at www.fitchratings.com.

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