Fitch Ratings Affirms MSDWC 2001-TOP1

--$12.2 million class A-2 at 'AAA';

--$12.2 million class A-3 at 'AAA';

--$576.0 million class A-4 at 'AAA';

--Interest Only (IO) classes X-1 and X-2 at 'AAA';

--$34.7 million class B at 'AAA';

--$31.8 million class C at 'AA';

--$11.6 million class D at 'AA-';

--$27.5 million class E at 'BBB+';

--$10.1 million class F at 'BBB';

--$18.8 million class G at 'BB';

--$8.7 million class H at 'B+';

--$5.8 million class J at 'B-'.

In addition, Fitch maintains Distressed Recovery (DR) ratings on the following classes:

--$5.8 million class K at 'CCC/DR1';

--$6.6 million class L at 'C/DR4'.

Class A-1 is paid in full.

The ratings affirmation are the result of limited pay down and stable performance since Fitch's last rating action. As of the November 2007 distribution date, the transaction's aggregate principal balance decreased 34.1% to $761.7 million from $1.16 billion at issuance. To date, 19 loans (10.4%) have defeased.

Nineteen loans (18.8%) are considered Fitch Loans of Concern due to decreases in debt service coverage ratio (DSCR) and occupancy or other performance issues. These loans' higher likelihood of default has been incorporated into Fitch's analysis.

Currently, one asset (1.0%) is in special servicing. The asset is collateralized by an office property in Robinson Township, PA and is real estate owned (REO). Fitch anticipates losses for the loan upon liquidation, which will reduce the balance of class L.

Three loans were shadow rated investment grade at issuance. One loan, Federal Express (5.4%) has shown stable performance since issuance and is 100% occupied as of June 2007. The loan continues to maintain an investment grade shadow rating. The remaining two shadow-rated loans, Santa Monica Place and Richfield Portfolio, are no longer considered investment grade.

The Santa Monica Place loan (10.3%), the largest loan in the pool, located in Santa Monica, CA, is currently under a planned redevelopment by the Macerich Company, an affiliate of the borrower. The Santa Monica retail market remains strong with the subject's location one of the more popular shopping/tourist destinations in the Los Angeles area.

The Richfield Portfolio loan (4.3%) is secured by five multifamily apartment facilities located in Houston, TX.

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 .

Fitch's rating definitions and the terms of use of such ratings are available on the agency's public site, . 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.