Fitch Ratings has upgraded one, downgraded two, and affirmed 10 classes issued by G-Force 2005-RR, LLC (G-Force 2005-RR). A complete list of rating actions follows at the end of this release.

KEY RATING DRIVERS

The downgrade is a result of additional principal losses on the underlying portfolio. The upgrade and affirmations are a result of paydowns to the senior notes. Since the last rating action in January 2013, approximately 20% of the collateral has been upgraded and 24.7% has been downgraded. Currently, 73.5% of the portfolio has a Fitch derived rating below investment grade and 38.1% has a rating in the 'CCC' category and below, compared to 54% and 25.7%, respectively, at the last rating action. Over this period, the transaction has received $145.9 million in pay downs which has significantly reduced the balance of class A-2. In addition, the transaction has experienced $20.5 million in principal losses, which has impacted classes E through G.

This transaction was analyzed under the framework described in the report 'Global Rating Criteria for Structured Finance CDOs' using the Portfolio Credit Model (PCM) for projecting future default levels for the underlying portfolio. Fitch also analyzed the structure's sensitivity to the assets that are distressed, experiencing interest shortfalls, and those with near-term maturities. Additionally, a deterministic analysis was performed where the recovery estimate on the distressed collateral was modeled in accordance with the principal waterfall. An asset by asset analysis was then performed for the remaining assets to determine the collateral coverage for the remaining liabilities. Based on this analysis, the credit enhancement levels for the class A-2 and B notes are consistent with the ratings indicated below.

For the class C and D notes, Fitch analyzed each class' sensitivity to the default of the distressed assets ('CCC' and below). Given the high probability of default of the underlying assets and the expected limited recovery prospects upon default, the class C and D notes have been affirmed at 'Csf', indicating that default is inevitable.

The class E notes have realized principal losses of approximately 29.9% of their original principal balance while the class F through N notes have experienced full principal losses. The class E and F notes have been downgraded, and the class G through N notes have been affirmed at 'Dsf'.

RATING SENSITIVITIES

The Stable Outlook on the class A-2 notes reflects Fitch's view that the notes will continue to delever. Further losses may cause downgrades to the class C and D notes. G-FORCE 2005-RR is backed by 19 tranches from 10 commercial mortgage backed security (CMBS) transactions and is considered a CMBS B-piece resecuritization (also referred to as a first-loss commercial real estate collateralized debt obligation [CRE CDO]/ReREMIC) as it includes the most junior bonds of CMBS transactions. The transaction closed Feb. 22, 2005.

Fitch has taken the following actions as indicated:

--$14,788,539 class A-2 notes upgraded to 'BBBsf' from 'Bsf'; Outlook to Stable from Negative;
--$40,230,000 class B notes affirmed at 'CCCsf';
--$25,144,000 class C notes affirmed at 'Csf'
--$5,029,000 class D notes affirmed at 'Csf'
--$11,896,900 class E notes downgraded to 'Dsf' from 'Csf';
--$0 class F notes downgraded to 'Dsf' from 'Csf';
--$0 class G notes affirmed at 'Dsf';
--$0 class H notes affirmed at 'Dsf';
--$0 class J notes affirmed at 'Dsf';
--$0 class K notes affirmed at 'Dsf';
--$0 class L notes affirmed at 'Dsf';
--$0 class M notes affirmed at 'Dsf';
--$0 class N notes affirmed at 'Dsf'.

Additional information is available at 'www.fitchratings.com'.

Applicable Criteria and Related Research:
--''Global Rating Criteria for Structured Finance CDOs' (Sept. 12, 2013);
--'Global Structured Finance Rating Criteria' (May 24, 2013).

Applicable Criteria and Related Research:
Global Rating Criteria for Structured Finance CDOs
http://www.fitchratings.com/creditdesk/reports/report_frame.cfm?rpt_id=718027
Global Structured Finance Rating Criteria
http://www.fitchratings.com/creditdesk/reports/report_frame.cfm?rpt_id=708661

Additional Disclosure
Solicitation Status
http://www.fitchratings.com/gws/en/disclosure/solicitation?pr_id=814852
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Fitch Ratings
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