Fitch Affirms Northlake CDO I, Limited.

CHICAGO -- Fitch Ratings affirms five classes of rated notes issued by Northlake CDO I, Limited (Northlake). The following rating actions are effective immediately:

--$174,000,000 class I-MM floating-rate notes 'AAA/F1';

--$56,000,000 class I-A floating-rate notes 'AAA';

--$45,000,000 class II floating-rate notes 'AA';

--$14,500,000 class III floating-rate notes 'BBB';

--$14,000,000 preference shares 'BB'.

The ratings of the class I-MM, I-A and II notes address the likelihood that investors will receive full and timely payments of interest, as per the governing documents, as well as the stated balance of principal by the legal final maturity date. The rating of the class III notes addresses the likelihood that investors will receive ultimate and compensating interest payments, as per the governing documents, as well as the stated balance of principal by the legal final maturity date. The rating of the preference shares addresses the ultimate payment of a 2% internal rate of return as well as the aggregate liquidation preference amount by the legal final maturity date. Additionally, the 'F1' rating on the class I-MM notes is based on the support provided to the notes by the put agreement provided by AIG Financial Products Corp.

Northlake is a collateralized debt obligation (CDO), which closed in February 2003. The portfolio consists of 57.4% residential mortgage-backed securities (RMBS), 17.8% commercial mortgage-backed securities (CMBS), 16.5% asset-backed securities (ABS), 6.9% CDOs and 1.4% corporate securities. Fitch reviewed the credit quality of the individual assets comprising the portfolio and discussed the transaction's performance with Deerfield Capital Management, the collateral manager.

According to the trustee report dated Oct. 29, 2004, the par value coverage tests, interest coverage tests, Fitch weighted average rating factor (WARF) test, Fitch sector score test, Fitch minimum recovery rate test, weighted average life test, weighted average coupon (WAC) test, and weighted average spread test are passing their required levels. Additionally, the portfolio contains no defaulted securities and 2.78% of securities are rated below 'BBB-'. Fitch believes that the credit protection has remained at appropriate levels for each of the rated notes.

Fitch will continue to monitor and review this transaction for future rating adjustments. Additional deal information and historical data are available on the Fitch Ratings web site at www.fitchratings.com. For more information on the Fitch VECTOR Model, see 'Global Rating Criteria for Collateralised Debt Obligations,' dated Sept. 13, 2004, also available on the Fitch Ratings web site at www.fitchratings.com.