Fitch Affirms Independence V CDO, Ltd.

NEW YORK -- Fitch affirms all classes of notes issued by Independence V CDO, Ltd., (Independence V). These rating actions are the result of Fitch's review process and are effective immediately:

--$328,680,117 class A-1 notes 'AAA';

--$84,000,000 class A-2A notes 'AAA';

--$15,000,000 class A-2B notes 'AAA';

--$56,400,000 class B notes 'AA';

--$23,037,313 class C notes 'BBB';

--$19,100,000 series 1 preference shares 'BB-';

--$5,500,000 series 2 preference shares 'BB-'.

Independence V is a cash collateralized debt obligation (CDO) managed by Declaration Management & Research, LLC (Declaration; rated 'CAM2' by Fitch for managing structured finance CDOs). This transaction closed Feb. 25, 2004. The portfolio is composed of residential mortgage-backed securities (RMBS), commercial mortgage-backed securities (CMBS), asset-backed securities (ABS), CDOs, and a real estate investment trust (REIT). Fitch discussed the current state of the portfolio with the asset manager.

Deleveraging of the transaction has led to increased credit enhancement levels for all classes of notes. All overcollateralization (OC) and interest coverage tests are passing the covenants.

The ratings of the class A-1, A-2A, A-2B and B notes address the likelihood that investors will receive timely payments of quarterly interest and the ultimate repayment of principal. In addition, the rating on the class A-2A notes addresses the timely payment of monthly interest. The rating of the class C notes addresses the likelihood that investors will receive ultimate payment of scheduled and compensating interest and the ultimate repayment of principal. The rating on the series 1 preference shares addresses the ultimate payment of a 2% coupon and the ultimate repayment of principal. The rating on the series 2 preference shares addresses the ultimate payment of a 2% internal rate of return (IRR) and the ultimate repayment of principal. The principal and IRR of the series 2 preference shares is payable in Euros and is dependent on a deliverable currency swap transaction.

Fitch will continue to monitor and review this transaction for future rating adjustments. Additional deal information and historical data are available on the Derivative Fitch web site at www.derivativefitch.com. For more information on the Fitch VECTOR Model, see 'Global Rating Criteria for Collateralised Debt Obligations,' dated Oct. 4, 2006 and also available at www.derivativefitch.com.

Fitch's rating definitions and the terms of use of such ratings are available on the agency's public site, www.derivativefitch.com. 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. Fitch means Fitch, Inc., Fitch Ratings, Ltd. and their subsidiaries including Derivative Fitch, Inc. and Derivative Fitch Ltd. and any successor or successors thereto.