Fitch Rates Morgan Stanley Re-Remic Trust 2009-IO

Fitch rates Morgan Stanley Re-Remic Trust 2009-IO, commercial mortgage pass-through certificates as follows:

--$560,000,000 class A1 'AAA'; Outlook Stable;

--$420,000,000 class A1-A 'AAA'; Outlook Stable;

--$140,000,000 class A1-B 'AAA'; Outlook Stable;

--$72,000,000 class A2 'AAA'; Outlook Stable;

--$36,000,000 class A2-A 'AAA'; Outlook Stable;

--$36,000,000 class A2-B 'AAA'; Outlook Stable;

--$165,000,000 class B 'BBB'; Outlook Stable;

--$82,500,000 class B-A 'BBB'; Outlook Stable;

--$82,500,000 class B-B 'BBB'; Outlook Stable.

Classes A1, A2 and B are designated as 'Exchanged' classes while classes A1-A, A1-B, A2-A, A2-B, B-A and B-B are designated as 'Exchangeables'. Each class designated as 'Exchanged' is exchangeable for a combination of the classes designated as 'Exchangeable' as specified in Schedule I of the Offering Memorandum. The classes B, B-A and B-B certificates are principal only certificates and are not entitled to receive any distributions of interest.

All classes are privately placed pursuant to rule 144A of the Securities Act of 1933. The certificates represent beneficial ownership interest in the trust, primary assets of which are allocations of 159 U.S. CMBS Interest Only certificates, from 151 underlying transactions, having an aggregate notional balance of $65,564,026,642, as of the cutoff date.

For a detailed description of Fitch's rating analysis, please see the report titled 'Morgan Stanley Re-Remic Trust 2009-IO', dated Oct. 16, 2009 and available on the Fitch Ratings web site at 'www.fitchratings.com'.

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

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