OVERVIEW -- We raised our ratings on three classes from GE Commercial Mortgage Corp.'s series 2005-C1, a U.S. CMBS transaction. -- At the same time, we lowered our ratings on two other classes and affirmed our ratings on eight other classes from the same transaction. -- The upgrades reflect increased credit enhancement levels due to the deleveraging of the pool balance, as well as credit enhancement and liquidity levels that provide adequate support through various stress scenarios. -- The downgrades reflect credit support erosion that we anticipate will occur upon the eventual resolution of five ($80.5 million, 7.8%) of the transaction's six specially serviced assets ($95.8 million, 9.3%), as well as a reduction in the liquidity support available to these classes due to ongoing interest shortfalls. -- We lowered our rating on the class G certificate to 'D (sf)' because we believe the accumulated interest shortfalls will remain outstanding for the foreseeable future. NEW YORK (Standard & Poor's) April 9, 2012--Standard & Poor's Ratings Services today raised its ratings on three classes of commercial mortgage pass-through certificates from GE Commercial Mortgage Corp.'s series 2005-C1, a U.S. commercial mortgage-backed securities (CMBS) transaction. In addition, we lowered our ratings on two classes and affirmed our ratings on eight other classes from the same transaction (see list). Our rating actions follow our analysis of the credit characteristics of the collateral remaining in the pool, the deal structure, and the liquidity available to the trust. The upgrades reflect increased credit enhancement levels due to the deleveraging of the pool balance, as well as credit enhancement and liquidity levels that provide adequate support through various stress scenarios. The downgrades reflect credit support erosion that we anticipate will occur upon the eventual resolution of five ($80.5 million, 7.8%) of the six assets ($95.8 million, 9.3%) that are currently with the special servicer. We also considered the monthly interest shortfalls that are affecting the trust. We lowered our rating on the class G certificate to 'D (sf)' because we believe that the accumulated interest shortfalls will remain outstanding for the foreseeable future. The affirmed ratings on the principal and interest certificates reflect subordination and liquidity support levels that are consistent with the outstanding ratings. We affirmed our 'AAA (sf)' rating on the class X-C interest-only (IO) certificate based on our current criteria. Using servicer-provided financial information, we calculated an adjusted debt service coverage (DSC) of 1.51x and a loan-to-value (LTV) ratio of 87.7%. We further stressed the loans' cash flows under our 'AAA' scenario to yield a weighted average DSC of 1.10x and an LTV ratio of 112.2%. The implied defaults and loss severity under the 'AAA' scenario were 56.0% and 28.6%, respectively. The DSC and LTV calculations noted above exclude five ($80.5 million, 7.8%) of the six assets ($95.8 million, 9.3%) that are currently with the special servicer, and eight defeased loans ($82.1 million, 7.9%). We separately estimated losses for the specially assets and included them in our 'AAA' scenario implied default and loss severity figures. As of the March 12, 2012, trustee remittance report, the trust experienced monthly interest shortfalls totaling $244,372 primarily related to appraisal subordinate entitlement reduction (ASER) amounts of $34,577, interest not advanced of $176,670, and special servicing and workout fees of $33,124. The interest shortfalls affected all classes subordinate to and including class G. Class G has accumulative interest shortfalls outstanding for five months. We downgraded class G to 'D (sf)' because we expect these interest shortfalls to continue for the foreseeable future. We lowered our rating on class F to 'CCC- (sf)' due to accumulated interest shortfalls outstanding for five months. If class F continues to experience interest shortfalls, we may lower our rating to 'D (sf') on this class. CREDIT CONSIDERATIONS As of the March 12, 2012, trustee remittance report, six assets ($95.8 million, 9.3%) in the pool were with the special servicer, LNR Partners LLC (LNR). The reported payment status of the specially serviced assets as of the most recent trustee remittance report is as follows: three are real estate owned (REO) ($72.5 million, 7.0%), two are 90-plus-days delinquent ($8.1 million, 0.8%), and one is late but less than 30 days ($15.3 million, 1.5%). Appraisal reduction amounts (ARAs) totaling $41.8 million are in effect against four of the six specially serviced assets. Details of the two largest specially serviced assets, both of which are top 10 assets, are as follows: The Washington Mutual Buildings asset ($39.0 million, 3.8%) is the fifth-largest asset in the pool. The total reported exposure was $39.6 million. The asset consists of three office buildings totaling 257,336 sq. ft. in Los Angeles, Calif. The loan was transferred to the special servicer on March 19, 2009, due to imminent default, and the office properties became REO on Sept. 17, 2009. The sole tenant in the office property, Washington Mutual Inc. (WaMu), was acquired by JPMorgan Chase Bank and the leases were subsequently rejected. LNR informed us that it sold the office portfolio in 2010 for a combined total of $15.0 million. However, the transaction has not closed yet due to deficiency claims. LNR is pursuing legal remedies and the sale proceeds are currently held in escrow until the legal issues are resolved. An ARA of $32.9 million is in effect against the asset. We expect a significant loss upon the eventual resolution of this asset. The Oak Park Office Center asset ($20.4 million, 2.0%), a 173,400-sq.-ft. office building in Houston, is the eighth-largest asset in the pool. The total reported exposure was $21.1 million. The loan was transferred to the special servicer on April 26, 2010, due to imminent default and the property became REO on May 3, 2011. LNR indicated to us that the property is currently listed for sale and an updated appraisal is not available. The reported DSC was 0.71x as of Dec. 31, 2010. We expect a moderate loss upon the eventual resolution of this asset. The four remaining assets with the special servicer have individual balances that represent less than 1.5% of the total pooled trust balance. ARAs totaling $8.9 million are in effect against three of these assets. We estimated losses for the three of the four remaining assets, arriving at a weighted-average loss severity of 42.0%. LNR stated that it is monitoring the remaining loan since it has a current payment status. According to the master servicer, one loan, the Lakeside Mall loan, with a trust balance of $84.4 million (8.1%) and a whole-loan balance of $168.7 million, was previously with the special servicer and has since been returned to the master servicer. Pursuant to the transaction documents, the special servicer is entitled to a workout fee that is 1.0% of all future principal and interest payments if the loan performs and remains with the master servicer. TRANSACTION SUMMARY As of the March 12, 2012, trustee remittance report, the collateral pool had an aggregate trust balance of $1.04 billion, down from $1.67 billion at issuance. The pool comprises 90 loans and three REO assets, down from 127 loans at issuance. The master servicer, GEMSA Loan Services L.P. (GEMSA), provided financial information for 92.5% of the loans in the pool (by balance), which reflected data for full-year 2010, interim- or full-year 2011. We calculated a weighted average DSC of 1.50x for the loans in the pool based on the servicer-reported figures. Our adjusted DSC and LTV were 1.51x and 87.7%, respectively. Our adjusted figures exclude five ($80.5 million, 7.8%) of the six assets ($95.8 million, 9.3%) that are currently with the special servicer, and eight defeased loans ($82.1 million, 7.9%). To date, the transaction has experienced $22.8 million in principal losses from 13 assets. Twenty loans ($254.2 million, 24.5%) in the pool are on the master servicer's watchlist, including two of the top 10 assets, which we discuss below. Sixteen loans ($133.0 million, 12.8%) have a reported DSC of less than 1.10x, 13 of which ($112.0 million, 10.8%) have a reported DSC of less than 1.00x. SUMMARY OF TOP 10 ASSETS SECURED BY REAL ESTATE The top 10 assets secured by real estate have an aggregate outstanding pooled balance of $426.9 million (41.2%). Using servicer-reported numbers, we calculated a weighted average DSC of 1.66x for eight of the top 10 assets. The remaining two top 10 assets ($59.4 million, 5.8%) are with the special servicer, which we discussed above. Our adjusted DSC and LTV were 1.65x and 83.0%, respectively, for eight of the top 10 assets, excluding the two specially serviced assets. Two ($102.2 million, 9.8%) of the top 10 assets are on the master servicer's watchlist, which we discuss below. The Lakeside Mall loan, the second-largest asset in the pool, has a whole-loan balance of $168.7 million that is split into two pari passu pieces, $84.4 million of which makes up 8.1% of the pooled trust balance. The loan is secured by 643,375 sq. ft. of a 1.48 million-sq.-ft. regional mall in Sterling Heights, Mich., a suburb of Detroit. According to the master servicer, the loan was previously transferred to the special servicer on April 29, 2009, as part of the GGP bankruptcy. The loan was modified on Jan. 4, 2010 and the modification terms included an extension of the loan's maturity from Dec. 1, 2009, to June 1, 2016. The loan was returned to the master servicer on May 20, 2010. The loan appears on the master servicer's watchlist due to a low reported DSC, which was 1.19x for the year ended Dec. 31, 2011. Occupancy was 70.2% according to the Sept. 30, 2011, rent roll. The 23rd & Madison loan ($17.8 million, 1.7%), the 10th-largest asset in the pool, is secured by a 54,027-sq.-ft. grocery-anchored shopping center in Seattle, Wash. The loan is on GEMSA's watchlist due to a low reported DSC, which was 0.91x for year-end 2010. According to GEMSA, the property performance has improved in 2011; the reported DSC and occupancy for the six months ended June 30, 2011, were 1.37x and 88.5%, respectively. GEMSA indicated that it will remove the loan from its watchlist given the positive DSC. Standard & Poor's stressed the pool collateral according to its criteria. The resultant credit enhancement levels are consistent with our raised, lowered, and affirmed ratings. STANDARD & POOR'S 17G-7 DISCLOSURE REPORT SEC Rule 17g-7 requires an NRSRO, for any report accompanying a credit rating relating to an asset-backed security as defined in the Rule, to include a description of the representations, warranties and enforcement mechanisms available to investors and a description of how they differ from the representations, warranties and enforcement mechanisms in issuances of similar securities. The Rule applies to in-scope securities initially rated (including preliminary ratings) on or after Sept. 26, 2011. If applicable, the Standard & Poor's 17g-7 Disclosure Report included in this credit rating report is available atRELATED CRITERIA AND RESEARCH -- Global Structured Finance Scenario And Sensitivity Analysis: The Effects Of The Top Five Macroeconomic Factors, published Nov. 4, 2011. -- U.S. Government Support In Structured Finance And Public Finance Ratings, published Sept. 19, 2011. -- Updated Defeasance Criteria For U.S. CMBS Transactions, published Aug. 16, 2011. -- U.S. CMBS Rating Methodology And Assumptions For Conduit/Fusion Pools, published Nov. 3, 2010. -- Methodology And Assumptions For Analyzing The Major Property Types In U.S. CMBS Transactions, published June 14, 2010. -- Global Methodology For Rating Interest-Only Securities, published April 15, 2010. -- U.S. CMBS 'AAA' Scenario Loss And Recovery Application, published July 21, 2009. -- Rating U.S. CMBS In The Face Of Interest Shortfalls, published Feb. 23, 2006. -- Standard & Poor's Defeasance Criteria For U.S. CMBS Transactions, published April 4, 2003. RATINGS RAISED GE Commercial Mortgage Corp. Commercial mortgage pass-through certificates series 2005-C1 Rating Class To From Credit enhancement (%) A-J AA+ (sf) AA- (sf) 19.41 B A+ (sf) A- (sf) 15.37 C A- (sf) BBB+ (sf) 13.75 RATINGS LOWERED GE Commercial Mortgage Corp. Commercial mortgage pass-through certificates series 2005-C1 Rating Class To From Credit enhancement (%) F CCC- (sf) B (sf) 7.49 G D (sf) CCC+ (sf) 6.08 RATINGS AFFIRMED GE Commercial Mortgage Corp. Commercial mortgage pass-through certificates series 2005-C1 Class Rating Credit enhancement (%) A-3 AAA (sf) 30.11 A-4 AAA (sf) 30.11 A-AB AAA (sf) 30.11 A-5 AAA (sf) 30.11 A-1A AAA (sf) 30.11 D BBB- (sf) 11.13 E BB+ (sf) 9.71 X-C AAA (sf) N/A N/A-Not applicable.