TEXT-Fitch cuts 9 classes of ML-CFC 2006-3

Feb 23 - Fitch Ratings has downgraded nine subordinate classes of
ML-CFC Commercial Mortgage Trust, series 2006-3, and affirmed the super senior
and mezzanine 'AAA' classes. A detailed list of rating actions follows at the
end of this press release.

The downgrades reflect Fitch expected losses across the pool.
Fitch modeled losses of 7.5% of the remaining pool. Expected losses of the
original pool are at 9.42%, including losses realized to date. Fitch has
designated 64 loans (34.06% of the pool balance) as Fitch Loans of Concern,
which include seventeen loans (7.89%) currently in special servicing. Five of
the Fitch Loans of Concern (16.12%) are within the transaction's top 15 loans by
unpaid principal balance. Fitch expects that classes G thru K may eventually be
fully depleted from losses associated with loans currently in special servicing.

As of the February 2012 distribution date, the pool's aggregate principal
balance has reduced by approximately 8.79% (including 2.58% in realized losses)
to $2.21 billion from $2.43 billion at issuance. No loans are currently
defeased. Interest shortfalls are affecting the classes E through Q.

The largest contributor to Fitch-modeled losses is the Atrium Hotel Portfolio
loan (11.13%), the largest loan in the pool. The loan is secured by a portfolio
of six full-service hotels located in six metropolitan areas across six
different states. The properties are well located in their respective markets
with close proximate to downtown areas, airports, universities, and convention
centers. Five of the six hotels are flagged by Hilton Hotels as Embassy Suites.
The net operating income (NOI) debt service coverage ratio (DSCR) improved to
1.66 times (x) for year to date (YTD) September 2011, compared to 1.24x for year
end (YE) December 2010. The 2011 improvement is primarily attributed to
increased revenues at four out of the six hotels. All six properties are
currently performing well relative to their respective competitive sets,
according to Smith Travel Research December 2011 reports on the individual
properties. The portfolios combined occupancy reported at 75% for trailing 12
month (TTM) December 2011.

The second largest contributor to Fitch-modeled losses is secured by a 156,846sf
retail center (1.07%) in Gibert, AZ. The movie theater anchored (28% of net
rentable area (NRA)) property had experienced cash flow issues from occupancy
declines due to a slow leasing market as well as newer competition in the
subject area. The loan transferred to special servicing in February 2011 due to
payment default. The receiver, which was appointed in November 2011, is
currently interviewing leasing agents and marketing firms. The December 2011
rent roll reported occupancy at 82%.

The third largest contributor to Fitch-modeled losses is secured by a 142-unit
multifamily property (0.86%) located in Tucson, AZ. The servicer reported
current occupancy at 90%. The loan transferred in December 2008 due to payment
default. The Borrower subsequently filed for Chapter 11 Bankruptcy in September
2009. In October 2010 the Bankruptcy Court had ruled for the lender to modify
the loan at specific terms, which included a significant principal reduction.
The special servicer had appealed the ruling, which was denied by the US
District Court of AZ in July 2011. The servicer is again appealing the decision
to the US Court of Appeals. Briefings are anticipated to begin by late March or
early April 2012.

Fitch downgrades the following classes, and assigns Recovery Estimates (REs) as
indicated:

--$191 million class AJ to 'BBB-sf' from 'BBBsf'; Outlook Stable;
--$48.5 million class B to 'Bsf' from 'BBsf'; Outlook Stable;
--$18.2 million class C to 'B-sf' from 'BBsf'; Outlook to Stable from Negative;
--$48.5 million class D to 'CCCsf' from 'B-sf'; RE 100%;
--$21.2 million class E to 'CCsf' from 'CCCsf; RE 100%
--$36.4 million class F to 'Csf' from 'CCCsf'; RE 15%
--$24.3 million class G to 'Csf' from 'CCCsf'; RE 0%
--$21.2 million class H to 'Csf' from 'CCsf'; RE 0%
--$12.1 million class J to 'Csf' from 'CCsf'; RE 0%

Fitch also affirms the following classes, and revises Ratings Outlooks as
indicated:

--$129 million class A-2 at 'AAAsf'; Outlook Stable;
--$34 million class A-3 at 'AAAsf'; Outlook Stable;
--$108 million class A-SB at 'AAAsf'; Outlook Stable;
--$971.8 million class A-4 at 'AAAsf'; Outlook Stable;
--$304.1 million class A-1A at 'AAAsf'; Outlook Stable;
--$242.5 million class A-M at 'AAAsf'; Outlook Stable;

Classes K through P will remain at 'Dsf', RE 0% due to realized losses.

Class A-1 has repaid in full. Fitch does not rate class Q, which has been
reduced to zero due to realized losses.

Fitch does not rate the interest-only class XR. On Feb. 28, 2011 Fitch withdrew
the rating on the interest-only classes XP abd XC. (For additional information
on the withdrawal of the ratings on these classes, see 'Fitch Revises Practice
for Rating IO & Pre-Payment Related Structured Finance Securities', dated June
23, 2010.)

Additional information on Fitch's criteria for analyzing U.S. CMBS transactions
is available in the Dec. 21, 2011 report, 'Surveillance Methodology for U.S.
Fixed-Rate CMBS Transactions', which is available at 'www.fitchratings.com'
under the following headers:

Structured Finance >> CMBS >> Criteria Reports

Additional information is available at 'www.fitchratings.com'. The ratings above
were solicited by, or on behalf of, the issuer, and therefore, Fitch has been
compensated for the provision of the ratings.

Applicable Criteria and Related Research:
--'Global Structured Finance Rating Criteria' (Aug. 4, 2011);
--'Surveillance Methodology for U.S. Fixed-Rate CMBS Transactions' (Dec. 21,
2011).

Applicable Criteria and Related Research:
Global Structured Finance Rating Criteria
Surveillance Methodology for U.S. Fixed-Rate CMBS Transactions