2008-08-26 23:39:03 -

- Fitch has assigned a Distressed Recovery (DR) rating to Merrill Lynch Mortgage Trust, series 2006-C1 commercial mortgage pass-through certificates as follows:

--$6.2 million class P to 'B-/DR1' from 'B-'.

Fitch also affirms the following classes:

--$57.9 million class A-1 at 'AAA';

--$380.4 million class A-2 at 'AAA';

--$134.0 million class A-3 at 'AAA';

--$25.0 million class A-3B at 'AAA';

--$113.9 million class A-SB at 'AAA';

--$753.4 million class A-4 at 'AAA';

--$240.8 million class A-1A at 'AAA';

--$249.0 million class AM at 'AAA';

--$217.9 million class AJ at 'AAA';

--Interest only class X at

'AAA';

--$56.0 million class B at 'AA';

--$28.0 million class C at 'AA-';

--$31.1 million class D at 'A';

--$18.7 million class E at 'A-';

--$28.0 million class F at 'BBB+';

--$21.8 million class G at 'BBB';

--$24.9 million class H at 'BBB-';

--$6.2 million class J at 'BB+';

--$9.3 million class K at 'BB';

--$6.2 million class L at 'BB-';

--$6.2 million class M at 'B+';

--$6.2 million class N at 'B'.

Fitch does not rate the $31.1 million class Q.

The assignment of a DR rating is due to expected losses on three specially serviced loans (1.2%) in the transaction. Downgrades are possible if additional loans become specially serviced or if loss expectations increase.

As of the August 2008 distribution date, the transaction has paid down by 1.51% to $2.452 billion from $2.490 billion at issuance.

In total, 20 loans are considered Fitch loans of concern (6.9%), including four specially serviced assets (1.3%). The largest specially serviced loan (1.0%) is secured by an office property in Cincinnati, OH. The loan is current, but it was transferred to special servicing in June 2008 for imminent default. The borrower has accumulated nearly $1 million of accounts payable with third parties. Additionally, the property has deferred maintenance. Losses are expected.

Ten loans, 13.8% of the pool, maintain their investment grade shadow ratings. The three largest credit assessed loans are: North Point Mall (6.4%), Mall of Louisiana (4.9%) and 633 17th Street (1.5%).

North Point Mall is a retail property located in Alpharetta, GA, and reported a year-end 2007 total occupancy of 92%, compared to 85% at issuance. Mall of Louisiana is a retail property located in Baton Rouge, LA, and reported a year-end 2007 total occupancy of 98%, an increase from issuance of 92%. The third largest credit assessed loan, 633 17th Street, is secured by an office tower and parking structure in Denver, CO. Occupancy as of year-end 2007 remained stable at 86% compared to 88% at issuance.

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.

Fitch Ratings
Gregg Katz, +1-312-606-2343 (Chicago)
Britt Johnson, +1-212-606-2341 (Chicago)
Sandro Scenga, +1-212-908-0278 (Media Relations,
New York)