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       T R O U B L E D   C O M P A N Y   R E P O R T E R

                          E U R O P E

          Wednesday, December 4, 2024, Vol. 25, No. 243

                           Headlines



D E N M A R K

SUSTAINABLE PROJECTS: Issues 2.3M Common Shares for $797,500


I R E L A N D

AURIUM CLO I: Fitch Assigns 'B-sf' Final Rating to Class F-RR Notes
AVOCA CLO XI: Fitch Assigns 'B-sf' Final Rating to Cl. F-R-R Notes
JUBILEE CLO 2018-XX: Fitch Rates Cl. F-R Notes 'B-(EXP)sf'
TIKEHAU CLO IX: Fitch Assigns 'B-sf' Final Rating to Cl. F-R Notes


R O M A N I A

CEC BANK: Fitch Rates EUR300MM Sr. Non-Preferred Bonds Final 'BB'


S P A I N

CAIXABANK PYMES 13: DBRS Confirms BB Rating on Series B Notes
SANTANDER CONSUMO 7: DBRS Finalizes B(High) Rating on E Notes


U N I T E D   K I N G D O M

ARCHITECTURAL LOUVRE: Begbies Traynor Named as Administrators
CALDICOT GROUP: Begbies Traynor Named as Joint Administrators
CASTELL 2023-2 PLC: DBRS Confirms BB Rating on Class F Notes
CITADEL 2024-1: DBRS Finalizes B Rating on Class F Notes
CPUK FINANCE: Fitch Affirms 'B' Rating on Second Lien Notes

CRICKLEWOOD CARRIERS CAB: Azets Named as Joint Administrators
CRICKLEWOOD CARRIERS: Azets Named as Joint Administrators
PALMERS GREEN: Opus Restructuring Named as Joint Administrators
PAYSAFE GROUP: Moody's Affirms 'B2' CFR, Alters Outlook to Positive
PENNINE OUTDOOR: Leonard Curtis Named as Joint Administrators

PENNINE PROPERTY: Leonard Curtis Named as Joint Administrators
PIXIPIXEL RENTAL: Begbies Traynor Named as Administrators
SAGE AR 1: DBRS Confirms B(sf) Rating on Class F Notes
SAGE AR 2021: DBRS Confirms BB(High) Rating on Class E Notes
UK LOGISTICS 2024-2: DBRS Gives Prov. BB Rating to E Notes


                           - - - - -


=============
D E N M A R K
=============

SUSTAINABLE PROJECTS: Issues 2.3M Common Shares for $797,500
------------------------------------------------------------
Sustainable Projects Group Inc. disclosed in a Form 8-K Report
filed with the U.S. Securities and Exchange Commission that between
September 15, 2024 and November 11, 2024, the Company entered into
Securities Purchase Agreements with certain accredited investors,
pursuant to which the Company issued 2,278,723 shares of common
stock at $0.35 per share on September 27, 2024, resulting in
aggregate gross proceeds to the Company of $797,500.

Each of the Purchase Agreements contains representations,
warranties and covenants made by the Company that are customary for
transactions of this type.

A full-text copy of the Form of Subscription Agreement of
Sustainable Projects Group is available at:

                  https://tinyurl.com/4d38cpn4

                    About Sustainable Projects

Aalborg, Denmark-based Sustainable Projects Group Inc. is a
pure-play lithium company focused on supplying high-performance
lithium compounds to the fast-growing electric vehicle and broader
battery markets.

                           Going Concern

The Company cautioned in its Form 10-Q Report the quarter ended
March 31, 2024, that there is substantial doubt about its ability
to continue as a going concern. According to the Company, it has
limited revenue and has sustained operating losses, resulting in a
deficit. The Company said the realization of a major portion of its
assets is dependent on its continued operations, which in turn is
dependent upon its ability to meet financing requirements and the
successful completion of the Company's planned lithium production
facility.

As of June 30, 2024, Sustainable Projects Group had $1,943,187 in
total assets, $3,118,576 in total liabilities, and $1,175,389 in
total stockholders' deficit.



=============
I R E L A N D
=============

AURIUM CLO I: Fitch Assigns 'B-sf' Final Rating to Class F-RR Notes
-------------------------------------------------------------------
Fitch Ratings has assigned Aurium CLO I DAC reset notes final
ratings, as detailed below.

   Entity/Debt                           Rating           
   -----------                           ------           
Aurium CLO I DAC
  
   Class A-1-RR XS2938636870         LT AAAsf  New Rating
   Class A-2-RR XS2938637175         LT AAAsf  New Rating
   Class B-1-RR XS2938637258         LT AAsf   New Rating
   Class B-2-RR XS2938637332         LT AAsf   New Rating
   Class C-RR XS2938637688           LT Asf    New Rating
   Class D-RR XS2938637845           LT BBB-sf New Rating
   Class E-RR XS2938638066           LT BB-sf  New Rating
   Class F-RR XS2938638223           LT B-sf   New Rating
   Subordinated Notes XS2949600238   LT NRsf   New Rating

Transaction Summary

Aurium CLO I DAC is a securitisation of mainly senior secured
obligations (at least 90%) with a component of corporate rescue
loans, senior unsecured, mezzanine, second-lien loans and
high-yield bonds. Net proceeds from the note issuance have been
used to redeem the original rated notes and fund a portfolio with a
target size of EUR450 million.

The portfolio is actively managed by Spire Management Limited. The
CLO envisages a five-year reinvestment period and an eight-year
weighted average life (WAL) test.

KEY RATING DRIVERS

Average Portfolio Credit Quality (Neutral): Fitch assesses the
average credit quality of obligors at 'B'/'B-'. The
Fitch-calculated weighted average rating factor (WARF) of the
identified portfolio is 25.2.

High Recovery Expectations (Positive): At least 90% of the
portfolio comprises senior secured obligations. Fitch views the
recovery prospects for these assets as more favourable than for
second-lien, unsecured and mezzanine assets. The Fitch-calculated
weighted average recovery rate of the identified portfolio is
60.6%.

Diversified Portfolio (Positive): The transaction includes two
Fitch matrices corresponding to an eight-year WAL covenant that are
effective at closing and two Fitch forward matrices corresponding
to a seven-year WAL that can be selected by the manager from one
year after closing. Each matrix set corresponds to two different
fixed-rate asset limits at 5% and 10%. All matrices are based on a
top 10 obligor concentration limit at 25.0%

The transaction also has various portfolio concentration limits,
including a maximum exposure to the three largest Fitch-defined
industries in the portfolio at 40%, among others. These covenants
ensure the asset portfolio will not be exposed to excessive
concentration.

WAL Step-Up Feature (Neutral): The transaction can extend the WAL
by one year on or after the step-up date, which is one year after
closing. The WAL step up is subject to conditions including
collateral quality tests and coverage tests being satisfied and the
collateral principal amount (including defaulted assets at
collateral value) being at least at the reinvestment target par
balance.

Portfolio Management (Neutral): The transaction has a five-year
reinvestment period and includes reinvestment criteria similar to
those of other European transactions. Fitch's analysis is based on
a stressed-case portfolio with the aim of testing the robustness of
the transaction structure against its covenants and portfolio
guidelines.

Cash-flow Modelling (Positive): The WAL used for the Fitch
stressed-case portfolio and matrices analysis is 12 months shorter
than the WAL covenant. This reflects the strict reinvestment
criteria post reinvestment period, which includes satisfaction of
the Fitch 'CCC' limitation and coverage tests, as well as a WAL
covenant that progressively steps down over time. In Fitch's
opinion, these conditions reduce the effective risk horizon of the
portfolio during stress periods.

RATING SENSITIVITIES

Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade

A 25% increase of the mean default rate (RDR) across all ratings
and a 25% decrease of the recovery rate (RRR) across all ratings of
the identified portfolio would have no impact on the class A-1-RR
and A-2-RR notes, and lead to downgrades of two notches for the
class B-RR notes, one notch for the class C-RR to E-RR notes and to
below 'B-sf' for the class F-RR notes.

Based on the identified portfolio, downgrades may occur if the loss
expectation is larger than initially assumed, due to unexpectedly
high levels of default and portfolio deterioration. Due to the
better metrics and shorter life of the identified portfolio, the
class B-RR, D-RR, E-RR and F-RR notes have a two-notch cushion, and
the class C-RR notes have a one-notch cushion.

Should the cushion between the identified portfolio and the stress
portfolio be eroded due to manager trading or negative portfolio
credit migration, a 25% increase of the mean RDR across all ratings
and a 25% decrease of the RRR across all ratings of the stressed
portfolio would lead to downgrades of three notches for the class
A-1-RR and D-RR notes, four notches for the class A-2-RR to C-RR
notes and to below 'B-sf' for the class E-RR and F-RR notes.

Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade

A 25% reduction of the mean RDR across all ratings and a 25%
increase in the RRR across all ratings of Fitch's stressed
portfolio would lead to upgrades of up to three notches, except for
the 'AAAsf' rated notes, which are at the highest level on Fitch's
scale and cannot be upgraded.

During the reinvestment period, based on Fitch's stressed
portfolio, upgrades may occur on better-than-expected portfolio
credit quality and a shorter remaining WAL test, meaning the notes
are able to withstand larger than expected losses for the
transaction's remaining life. After the end of the reinvestment
period, upgrades may occur in case of stable portfolio credit
quality and deleveraging, leading to higher credit enhancement and
excess spread available to cover losses on the remaining
portfolio.

USE OF THIRD PARTY DUE DILIGENCE PURSUANT TO SEC RULE 17G -10

Form ABS Due Diligence-15E was not provided to, or reviewed by,
Fitch in relation to this rating action.

DATA ADEQUACY

The majority of the underlying assets or risk presenting entities
have ratings or credit opinions from Fitch and/or other Nationally
Recognized Statistical Rating Organizations and/or European
Securities and Markets Authority registered rating agencies. Fitch
has relied on the practices of the relevant groups within Fitch
and/or other rating agencies to assess the asset portfolio
information or information on the risk presenting entities.

Overall, and together with any assumptions referred to above,
Fitch's assessment of the information relied upon for the agency's
rating analysis according to its applicable rating methodologies
indicates that it is adequately reliable.

ESG CONSIDERATIONS

Fitch does not provide ESG relevance scores for this transaction.

In cases where Fitch does not provide ESG relevance scores in
connection with the credit rating of a transaction, programme,
instrument or issuer, Fitch will disclose any ESG factor that is a
key rating driver in the key rating drivers section of the relevant
rating action commentary.

AVOCA CLO XI: Fitch Assigns 'B-sf' Final Rating to Cl. F-R-R Notes
------------------------------------------------------------------
Fitch Ratings has assigned Avoca CLO XI DAC reset notes final
ratings, as detailed below.

   Entity/Debt                           Rating           
   -----------                           ------           
Avoca CLO XI DAC

   Class A-R-R-R XS2930114199        LT AAAsf  New Rating
   Class B-R-R-R XS2930114355        LT AAsf  New Rating
   Class C-R-R XS2930114512          LT Asf  New Rating
   Class D-R-R XS2930114785          LT BBB-sf  New Rating
   Class E-R-R XS2930114942          LT BB-sf  New Rating
   Class F-R-R XS2930115162          LT B-sf  New Rating
   Class X-R XS2930113894            LT AAAsf  New Rating
   Subordinated Notes XS1067654647   LT NRsf  New Rating

Transaction Summary

Avoca XI CLO DAC is a securitisation of mainly senior secured
obligations (at least 90%) with a component of senior unsecured,
mezzanine, second-lien loans and high-yield bonds. Note proceeds
have been used to refinance the existing notes and to purchase a
portfolio with a target par of EUR500 million. The portfolio is
actively managed by KKR Credit Advisors (Ireland) Unlimited
Company. The collateralised loan obligation (CLO) has a 4.6-year
reinvestment period and a 7.5-year weighted average life (WAL)
test.

KEY RATING DRIVERS

Average Portfolio Credit Quality (Neutral): Fitch assesses the
average credit quality of obligors at 'B'/ 'B-'. The Fitch-weighted
average rating factor (WARF) of the current portfolio is 24.8.

High Recovery Expectations (Positive): At least 90% of the
portfolio comprises senior secured obligations. Fitch views the
recovery prospects for these assets as more favourable than for
second-lien, unsecured and mezzanine assets. The Fitch-weighted
average recovery rate of the current portfolio is 62.6%.

Diversified Asset Portfolio (Positive): The transaction includes
various concentration limits in the portfolio, including a top 10
obligor concentration limit at 20% and a maximum exposure to the
three-largest Fitch-defined industries at 40%. These covenants
ensure the asset portfolio will not be exposed to excessive
concentration.

WAL Step-Up Feature (Neutral): The transaction can extend the WAL
by one year, back up to 7.5 years, on the step-up date, which can
be one year after closing at the earliest. The WAL step-up is at
the discretion of the manager and subject to conditions including
the collateral quality tests and the aggregate collateral balance
being above the reinvestment target par balance, with defaulted
assets at their collateral value.

Portfolio Management (Neutral): The transaction includes four Fitch
test matrices; two effective at closing with fixed-rate limits of
5.0% and 10.0%, and two effective one year after closing or 18
months (if the WAL step-up has been applied) with fixed-rate limits
of 5% and 10%, provided that the portfolio balance (defaults at
Fitch-calculated collateral value) is at least at the reinvestment
target par balance. All four matrices are based on a top-10 obligor
concentration limit of 20%.

The closing matrices correspond to a 7.5-year WAL test, while the
forward matrices correspond to a seven-year WAL test. The
transaction has a 4.6-year reinvestment period and includes
reinvestment criteria similar to those of other European
transactions. Fitch's analysis is based on a stressed-case
portfolio with the aim of testing the robustness of the transaction
structure against its covenants and portfolio guidelines.

Cash-flow Modelling (Positive): The WAL Fitch modelled is 12 months
less than the WAL covenant. This is to account for the strict
reinvestment conditions envisaged after the reinvestment period.
These include, among others, passing both the coverage tests and
the Fitch 'CCC' limit post reinvestment as well as a WAL covenant
that progressively steps down over time, both before and after the
end of the reinvestment period. Fitch believes these conditions
would reduce the effective risk horizon of the portfolio during
stress periods.

RATING SENSITIVITIES

Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade

An increase of the mean default rate (RDR) by 25% at all rating
levels and a decrease of the recovery rate (RRR) by 25% at all
rating levels in the current portfolio would have no impact on the
class X and A notes, will lead to a downgrade of one notch for the
class B to E notes, and to below 'B-sf' for the class F notes.
Downgrades may occur if the build-up of the notes' credit
enhancement following amortisation does not compensate for a larger
loss expectation than initially assumed, due to unexpectedly high
levels of defaults and portfolio deterioration.

Due to the better metrics and shorter life of the current portfolio
than the Fitch-stressed portfolio, the class B to F notes each
display a rating cushion of two notches.

Should the cushion between the current portfolio and the
Fitch-stressed portfolio be eroded either due to manager trading or
negative portfolio credit migration, a 25% increase of the mean RDR
and a 25% decrease of the RRR across all ratings of the
Fitch-stressed portfolio would lead to downgrades of four notches
for the class B notes, three notches for the class A and C notes
and to below 'B-sf' for the class E and F notes. There is no impact
on the class X notes.

Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade

A reduction of the mean RDR by 25% at all rating levels and an
increase in the RRR by 25% at all rating levels in the
Fitch-stressed portfolio would result in upgrades of two to four
notches for all notes, except for the 'AAAsf' rated notes.

During the reinvestment period, upgrades, which are based on the
Fitch-stressed portfolio, may occur on better-than-expected
portfolio credit quality and a shorter remaining WAL test, allowing
the notes to withstand larger-than-expected losses for the
remaining life of the transaction. After the end of the
reinvestment period, upgrades, except for the 'AAAsf' notes, may
result from stable portfolio credit quality and deleveraging,
leading to higher credit enhancement and excess spread available to
cover losses in the remaining portfolio.

USE OF THIRD PARTY DUE DILIGENCE PURSUANT TO SEC RULE 17G -10

Form ABS Due Diligence-15E was not provided to, or reviewed by,
Fitch in relation to this rating action.

DATA ADEQUACY

The majority of the underlying assets or risk-presenting entities
have ratings or credit opinions from Fitch and/or other nationally
recognised statistical rating organisations and/or European
securities and markets authority-registered rating agencies. Fitch
has relied on the practices of the relevant groups within Fitch
and/or other rating agencies to assess the asset portfolio
information or information on the risk-presenting entities.

Overall, and together with any assumptions referred to above,
Fitch's assessment of the information relied upon for the agency's
rating analysis according to its applicable rating methodologies
indicates that it is adequately reliable.

ESG Considerations

Fitch does not provide ESG relevance scores for Avoca CLO XI DAC.

In cases where Fitch does not provide ESG relevance scores in
connection with the credit rating of a transaction, programme,
instrument or issuer, Fitch will disclose any ESG factor that is a
key rating driver in the key rating drivers section of the relevant
rating action commentary.

JUBILEE CLO 2018-XX: Fitch Rates Cl. F-R Notes 'B-(EXP)sf'
----------------------------------------------------------
Fitch Ratings has assigned Jubilee CLO 2018-XX DAC's reset notes
expected ratings.

The assignment of final ratings is contingent on the receipt of
final documents conforming to information already reviewed.

   Entity/Debt      Rating           
   -----------      ------           
Jubilee CLO
2018-XX DAC

   A-1-R        LT AAA(EXP)sf  Expected Rating
   A-2-R        LT AAA(EXP)sf  Expected Rating
   B-1-R        LT AA(EXP)sf   Expected Rating
   B-2-R        LT AA(EXP)sf   Expected Rating
   C-R          LT A(EXP)sf    Expected Rating
   D-R          LT BBB-(EXP)sf Expected Rating
   E-R          LT BB-(EXP)sf  Expected Rating
   F-R          LT B-(EXP)sf   Expected Rating
   Z            LT NR(EXP)sf   Expected Rating

Transaction Summary

Jubilee CLO 2018-XX DAC is a securitisation of mainly senior
secured obligations (at least 96%) with a component of senior
unsecured, mezzanine, second-lien loans and high-yield bonds. Note
proceeds will be used to fund a portfolio with a target par of
EUR400 million and redeem its outstanding notes. The portfolio is
actively managed by Alcentra Ltd. The CLO has a five-year
reinvestment period and a 7.5 year weighted average life (WAL) test
limit.

KEY RATING DRIVERS

Average Portfolio Credit Quality (Neutral): Fitch assesses the
average credit quality of obligors in the identified portfolio as
in the 'B' category. The Fitch weighted average rating factor of
the identified portfolio is 24.4.

High Recovery Expectations (Positive): At least 96% of the
portfolio comprises senior secured obligations. Fitch views the
recovery prospects for these assets as more favourable than for
second-lien, unsecured and mezzanine assets. The Fitch weighted
average recovery rate of the identified portfolio is 62.3%.

Diversified Portfolio (Positive): The transaction includes various
concentration limits in the portfolio, including a fixed-rate
obligation limit at 12.5%, a top 10 obligor concentration limit at
20%, and a maximum exposure to the three largest Fitch-defined
industries in the portfolio at 40%. These covenants ensure that the
asset portfolio will not be exposed to excessive concentration.

Portfolio Management (Neutral): The transaction has a five-year
reinvestment period and includes reinvestment criteria similar to
those of other European transactions. Fitch's analysis is based on
a stressed-case portfolio with the aim of testing the robustness of
the transaction structure against its covenants and portfolio
guidelines.

Cash Flow Modelling (Neutral): The WAL used for the transaction's
Fitch-stressed portfolio is 6.5 years, 12 months less than the WAL
covenant at closing to account for structural and reinvestment
conditions after the reinvestment period. These conditions include
passing the overcollateralisation and Fitch 'CCC' limit tests, and
a WAL covenant that gradually steps down over time, both before and
after the end of the reinvestment period. Fitch believes these
conditions would reduce the effective risk horizon of the portfolio
during the stress period.

RATING SENSITIVITIES

Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade

A 25% increase of the mean default rate (RDR) across all ratings
and a 25% decrease of the recovery rate (RRR) across all ratings of
the identified portfolio would notch lead to downgrades of one
notch for the class E-R and D-R notes, but have no impact on the
other notes' ratings.

Based on the identified portfolio, downgradesmay occur if the loss
expectation is larger than initially assumed, due to unexpectedly
high levels of defaults and portfolio deterioration. Due to the
better metrics and shorter life of the identified portfolio than
the Fitch-stressed portfolio, the class B-R, C-R, D-R, E-R and F-R
notes have a rating cushion of two notches. The class A-1-R notes
and class A-2-R notes do not display any rating cushion as they are
already at the highest achievable rating.

Should the cushion between the identified portfolio and the
Fitch-stressed portfolio be eroded due to either manager trading or
negative portfolio credit migration, a 25% increase of the mean RDR
across all ratings and a 25% decrease of the RRR across all ratings
of the Fitch-stressed portfolio would lead to downgrades of up to
three notches for the class A-1-R to E-R notes, and to below 'Bsf'
for the class F-R notes.

Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade

A 25% reduction of the RDR across all ratings and a 25% increase in
the RRR across all ratings of the Fitch-stressed portfolio would
lead to upgrades of up to four notches for the notes, except the
'AAAsf' rated notes, which are at the highest level on Fitch's
scale and cannot be upgraded.

During the reinvestment period, based on the Fitch-stressed
portfolio, upgrades may occur on better-than-expected portfolio
credit quality and a shorter remaining WAL test, allowing the notes
to withstand larger-than-expected losses for the remaining life of
the transaction.

After the end of the reinvestment period, upgrades may result from
stable portfolio credit quality and deleveraging, leading to higher
credit enhancement and excess spread available to cover losses in
the remaining portfolio.

USE OF THIRD PARTY DUE DILIGENCE PURSUANT TO SEC RULE 17G -10

Form ABS Due Diligence-15E was not provided to, or reviewed by,
Fitch in relation to this rating action.

DATA ADEQUACY

Jubilee CLO 2018-XX DAC

Fitch has checked the consistency and plausibility of the
information it has received about the performance of the asset pool
and the transaction. Fitch has not reviewed the results of any
third party assessment of the asset portfolio information or
conducted a review of origination files as part of its ongoing
monitoring.

The majority of the underlying assets or risk presenting entities
have ratings or credit opinions from Fitch and/or other Nationally
Recognized Statistical Rating Organizations and/or European
Securities and Markets Authority registered rating agencies. Fitch
has relied on the practices of the relevant groups within Fitch
and/or other rating agencies to assess the asset portfolio
information or information on the risk presenting entities.

Overall, and together with any assumptions referred to above,
Fitch's assessment of the information relied upon for the agency's
rating analysis according to its applicable rating methodologies
indicates that it is adequately reliable.

ESG Considerations

Fitch does not provide ESG relevance scores for Jubilee CLO 2018-XX
DAC.

In cases where Fitch does not provide ESG relevance scores in
connection with the credit rating of a transaction, programme,
instrument or issuer, Fitch will disclose any ESG factor that is a
key rating driver in the key rating drivers section of the relevant
rating action commentary.

TIKEHAU CLO IX: Fitch Assigns 'B-sf' Final Rating to Cl. F-R Notes
------------------------------------------------------------------
Fitch Ratings has assigned Tikehau CLO IX DAC reset notes final
ratings, as detailed below.

   Entity/Debt           Rating               Prior
   -----------           ------               -----
Tikehau CLO IX DAC

   Class A Loan      LT PIFsf  Paid In Full   AAAsf

   Class A Notes
   XS2577137685      LT PIFsf  Paid In Full   AAAsf

   Class A-R
   XS2931965672      LT AAAsf  New Rating     AAA(EXP)sf

   Class B Notes
   XS2577137842      LT PIFsf  Paid In Full   AAsf

   Class B-1-R
   XS2931965839      LT AAsf   New Rating     AA(EXP)sf

   Class B-2-R
   XS2931966050      LT AAsf   New Rating     AA(EXP)sf

   Class C Notes
   XS2577138063      LT PIFsf  Paid In Full   Asf

   Class C-R
   XS2931966217      LT Asf    New Rating     A(EXP)sf

   Class D Notes
   XS2577138220      LT PIFsf  Paid In Full   BBB-sf

   Class D-R
   XS2931966480      LT BBB-sf New Rating     BBB-(EXP)sf

   Class E Notes
   XS2577138576      LT PIFsf  Paid In Full   BB-sf

   Class E-R
   XS2931966647      LT BB-sf  New Rating     BB-(EXP)sf

   Class F Notes
   XS2577138733      LT PIFsf  Paid In Full   B-sf

   Class F-R
   XS2931966720      LT B-sf   New Rating     B-(EXP)sf

Transaction Summary

Tikehau CLO IX DAC reset is a securitisation of mainly senior
secured obligations (at least 90%) with a component of senior
unsecured, mezzanine, second-lien loans and high-yield bonds. Note
proceeds have been used to fund a portfolio with a target par of
EUR400 million and refinance existing notes. The portfolio is
actively managed by Tikehau Capital Europe Limited. The CLO has a
2.1-year reinvestment period and a six-year weighted average life
(WAL) test at closing.

KEY RATING DRIVERS

Average Portfolio Credit Quality (Neutral): Fitch assesses the
average credit quality of obligors at 'B'. The Fitch weighted
average rating factor of the identified portfolio is 24.5.

High Recovery Expectations (Positive): At least 90% of the
portfolio comprises senior secured obligations. Fitch views the
recovery prospects for these assets as more favourable than for
second-lien, unsecured and mezzanine assets. The Fitch weighted
average recovery rate of the identified portfolio is 60.9%.

Diversified Asset Portfolio (Positive): The transaction includes
two matrices that are effective at closing with fixed-rate limits
of 5% and 12.5%. Both matrices are based on a top-10 obligor
concentration limit of 20%.

The transaction also includes various other concentration limits,
including a maximum exposure to the three-largest Fitch-defined
industries in the portfolio at 43% and a maximum fixed-rate asset
limit of 12.5%. These covenants ensure that the asset portfolio
will not be exposed to excessive concentration.

Portfolio Management (Neutral): The transaction has a reinvestment
period of about 2.1 years and includes reinvestment criteria
similar to those of other European transactions. Fitch's analysis
is based on a stressed-case portfolio with the aim of testing the
robustness of the transaction structure against its covenants and
portfolio guidelines.

Cash Flow Analysis (Neutral): The WAL used for the Fitch-stressed
portfolio and matrices analysis is six years, which is in line with
WAL covenant. While strict reinvestment conditions after the
reinvestment period are envisaged in this transaction, including
the satisfaction of over-collateralisation tests and Fitch's 'CCC'
limit tests, together with a progressively decreasing WAL covenant,
Fitch has not shortened the modelled risk horizon to under six
years, in line with its CLO Criteria.

RATING SENSITIVITIES

Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade

A 25% increase of the mean default rate (RDR) across all ratings
and a 25% decrease of the recovery rate (RRR) across all ratings of
the identified portfolio would have no impact on the class A-R and
B-R notes, lead to one-notch downgrades of the class C-R, D-R and
E-R notes, and to below 'B-sf' for the class F-R notes.

Based on the identified portfolio, downgrades may occur if the loss
expectation is larger than initially assumed, due to unexpectedly
high levels of default and portfolio deterioration. Due to the
better metrics and shorter life of the identified portfolio than
the Fitch-stressed portfolio, all notes display a two-notch rating
cushion except the class A-R notes.

Should the cushion between the identified portfolio and the
Fitch-stressed portfolio be eroded either due to manager trading or
negative portfolio credit migration, a 25% increase of the mean RDR
across all ratings and a 25% decrease of the RRR across all ratings
of the Fitch-stressed portfolio would lead to downgrades of up to
three notches for the class B-R, C-R and E-R notes, two notches for
the class A-R notes, one notch for the class D-R notes and to below
'B-sf' for the class F-R notes.

Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade

A 25% reduction of the RDR across all ratings and a 25% increase in
the RRR across all ratings of the Fitch- stressed portfolio would
lead to an upgrade of three notches for the class F-R notes, and
two notches for the remaining notes, except for the 'AAAsf' rated
notes.

During the reinvestment period, based on the Fitch-stressed
portfolio, upgrades may occur on better-than-expected portfolio
credit quality and a shorter remaining WAL test, allowing the notes
to withstand larger-than-expected losses for the remaining life of
the transaction. After the end of the reinvestment period, upgrades
may result from stable portfolio credit quality and deleveraging,
leading to higher credit enhancement and excess spread available to
cover losses on the remaining portfolio.

USE OF THIRD PARTY DUE DILIGENCE PURSUANT TO SEC RULE 17G -10

Form ABS Due Diligence-15E was not provided to, or reviewed by,
Fitch in relation to this rating action.

DATA ADEQUACY

Fitch has checked the consistency and plausibility of the
information it has received about the performance of the asset pool
and the transaction. Fitch has not reviewed the results of any
third-party assessment of the asset portfolio information or
conducted a review of origination files as part of its ongoing
monitoring.

The majority of the underlying assets or risk-presenting entities
have ratings or credit opinions from Fitch and/or other nationally
recognised statistical rating organisations and/or European
securities and markets authority-registered rating agencies. Fitch
has relied on the practices of the relevant groups within Fitch
and/or other rating agencies to assess the asset portfolio
information or information on the risk-presenting entities.

Overall, and together with any assumptions referred to above,
Fitch's assessment of the information relied upon for the agency's
rating analysis according to its applicable rating methodologies
indicates that it is adequately reliable.

ESG Considerations

Fitch does not provide ESG relevance scores for Tikehau CLO IX
DAC.

In cases where Fitch does not provide ESG relevance scores in
connection with the credit rating of a transaction, programme,
instrument or issuer, Fitch will disclose any ESG factor that is a
key rating driver in the key rating drivers section of the relevant
rating action commentary.



=============
R O M A N I A
=============

CEC BANK: Fitch Rates EUR300MM Sr. Non-Preferred Bonds Final 'BB'
-----------------------------------------------------------------
Fitch Ratings has assigned CEC Bank S.A.'s (CEC; BB/Stable/bb)
EUR300 million senior non-preferred (SNP) bonds (ISIN:
XS2948748012) a final 'BB' long-term rating. The rating is in line
with the expected rating assigned on 19 November 2024 (see Fitch
Rates CEC Bank's Senior Non-Preferred Notes 'BB(EXP)'.

The bonds are euro-denominated with a maturity in 2029 and a call
option in 2028. The bonds are issued under the bank's euro
medium-term note programme.

Key Rating Drivers

CEC's SNP debt is rated in line with the bank's Long-Term Issuer
Default Rating (IDR). This is in line with the baseline notching
under Fitch's Bank Rating Criteria and reflects its expectation
that the bank's resolution buffer will be met only by SNP and more
junior instruments.

CEC's currently binding resolution requirements under minimum
requirement for eligible liabilities (MREL) are set at 20.81% of
its risk-weighted assets (RWAs; excluding the combined buffer
requirement (CBR), currently at 5.5% of RWAs).

At end-1H24, CEC's common equity Tier 1 (CET1) ratio stood at 17.2%
and its total capital ratio was at 22.4%, on a consolidated basis.
The bank's stock of MREL-eligible instruments exceeded the minimum
requirement by about 370bp of RWAs and comprised regulatory capital
and about RON2.1 billion of already issued SNP. The bank's
liability structure is dominated by customer deposits (around 90%
of total funding at end-1H24), of which 53% comprised retail
deposits.

CEC's ratings reflect moderate, albeit strengthening, business
profile, adequate capitalisation and reasonable funding and
liquidity. These offset asset quality and profitability that are
weaker than the sector average (see 'Fitch Affirms Romania's CEC
Bank at 'BB'; Outlook Stable' dated 5 February 2024).

Rating Sensitivities

Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade

The SNP debt rating would be downgraded if the bank's Long-Term IDR
is downgraded.

The SNP debt rating would also be downgraded to one notch below the
bank's Long-Term IDR if Fitch expects CEC to use senior preferred
debt to meet its MREL while the buffer of SNP and more junior debt
would no longer exceed 10% of CEC resolution group's RWAs on a
sustained basis.

Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade

The SNP debt rating could be upgraded if the bank's Long-Term IDR
is upgraded.

Date of Relevant Committee

18 November 2024

ESG Considerations

The highest level of ESG credit relevance is a score of '3', unless
otherwise disclosed in this section. A score of '3' means ESG
issues are credit-neutral or have only a minimal credit impact on
the entity, either due to their nature or the way in which they are
being managed by the entity. Fitch's ESG Relevance Scores are not
inputs in the rating process; they are an observation on the
relevance and materiality of ESG factors in the rating decision.

   Entity/Debt                Rating          Prior
   -----------                ------          -----
CEC Bank S.A.

   Senior non-preferred   LT BB  New Rating   BB(EXP)



=========
S P A I N
=========

CAIXABANK PYMES 13: DBRS Confirms BB Rating on Series B Notes
-------------------------------------------------------------
DBRS Ratings GmbH confirmed its AA (sf) and BB (sf) credit ratings
on the Series A and Series B Notes (together, the Notes) issued by
CaixaBank PYMES 13, FT (the Issuer).

The credit rating on the Series A Notes addresses the timely
payment of interest and the ultimate payment of principal on or
before the legal final maturity date in April 2047. The credit
rating on the Series B Notes addresses the ultimate payment of
interest and principal on or before the legal final maturity date.

The credit rating confirmations follow an annual review of the
transaction and are based on the following analytical
considerations:

-- The portfolio performance, in terms of the level of
delinquencies and defaults, as of the October 2024 payment date

-- The one-year base-case probability of default (PD), as well as
the lifetime default and recovery assumptions on the remaining pool
of receivables, and

-- The current available credit enhancement to the Notes to cover
the expected losses at their respective credit rating levels.

The transaction is a static cash flow securitization collateralized
by a portfolio of unsecured loans originated by CaixaBank, S.A.
(CaixaBank) to small and medium-size enterprises and self-employed
individuals based in Spain.

PORTFOLIO PERFORMANCE

As of the October 2024 payment date, loans two to three, and more
than three months in arrears represented 0.01% and 0.73% of the
current portfolio balance, respectively. Gross cumulative defaults
amounted to 0.06% of the original collateral balance.

PORTFOLIO ASSUMPTIONS AND KEY DRIVERS

Morningstar DBRS conducted a loan-by-loan analysis of the remaining
pool of receivables and maintained its one-year base-case PD
assumption at 1.6%, as well as the recovery assumptions of 20.8%
and 26.1% at AA (sf) and BB (sf) credit rating levels,
respectively.

CREDIT ENHANCEMENT

As of the October 2024 payment date, the Series A Notes benefited
from 23.0% credit enhancement through subordination of the Series B
Notes and a reserve fund. The Series B Notes will benefit from the
reserve fund as source of credit enhancement only once the Series A
Notes are fully amortized. The Series B Notes interest and
principal payments are subordinated to the interest and principal
payments on the Series A Notes.

The transaction benefits from an amortizing reserve fund, funded at
5.0% of the Notes' initial balance. The reserve fund will amortize
subject to certain conditions and with target level of 5.0% of the
outstanding balance of the Notes. As of the October 2024 payment
date, the reserve fund was at its initial level of EUR 150.0mn.

CaixaBank acts as the account bank for the Issuer. Based on the
account bank reference credit rating of A (high) on CaixaBank,
which is one notch below its Morningstar DBRS Long Term Critical
Obligations Rating of AA (low), the downgrade provisions outlined
in the transaction documents, and other mitigating factors inherent
in the transactions structures, Morningstar DBRS considers the risk
arising from the exposure to the account bank to be consistent with
the credit ratings assigned to the Notes, as described in
Morningstar DBRS' "Legal Criteria for European Structured Finance
Transactions" methodology.

Notes: All figures are in euros unless otherwise noted.

SANTANDER CONSUMO 7: DBRS Finalizes B(High) Rating on E Notes
-------------------------------------------------------------
DBRS Ratings GmbH finalized its provisional credit ratings on the
notes (the Rated Notes) issued by Santander Consumo 7 FT (the
Issuer):

-- Class A Notes at AA (sf)
-- Class B Notes at A (high) (sf)
-- Class C Notes at A (sf)
-- Class D Notes at BBB (high) (sf)
-- Class E Notes at B (high) (sf)

Morningstar DBRS does not rate the Class F Notes also issued by the
Issuer (collectively with the Rated Notes, the Notes)

The credit rating of the Class A Notes addresses the timely payment
of scheduled interest and the ultimate repayment of principal by
the legal final maturity date. The credit ratings of the Class B
Notes, Class C Notes and the Class D Notes address the ultimate
payment of interest (timely when most senior) and the ultimate
repayment of principal by the legal final maturity date. The credit
rating of the Class E Notes addresses the ultimate payment of
interest and the ultimate repayment of principal by the legal final
maturity date.

The credit rating assigned to the Class A, Class D, and Class E
Notes differ from the provisional credit ratings previously
assigned of AA (low) (sf), BBB (sf), and B (sf), respectively, due
to the generally lower final spreads of the Notes, which resulted
in higher excess spread and improved the results of the analysis
conducted by Morningstar DBRS upon the finalization of its
provisional credit ratings.

The transaction is a securitization of a portfolio of fixed-rate,
unsecured, amortizing personal loans granted without a specific
purpose to private individuals domiciled in Spain and serviced by
Banco Santander SA (Santander).

CREDIT RATING RATIONALE

The credit ratings are based on the following analytical
considerations:

-- The transaction's structure, including form and sufficiency of
available credit enhancement to withstand stressed cash flow
assumptions and repay the Issuer's financial obligations according
to the terms under which the Rated Notes are issued;

-- The credit quality of the collateral, historical and projected
performance of Santander's portfolio, and Morningstar DBRS'
projected performance under various stress scenarios;

-- An operational risk review of Santander's capabilities with
regard to its originations, underwriting, servicing, and financial
strength;

-- The transaction parties' financial strength with regard to
their respective roles;

-- Morningstar DBRS' long-term sovereign credit rating on the
Kingdom of Spain, currently at "A" with a Positive trend;

-- The consistency of the transaction's structure with Morningstar
DBRS' "Legal Criteria for European Structured Finance Transactions"
and "Derivative Criteria for European Structured Finance
Transactions"

TRANSACTION STRUCTURE

The transaction is static and allocates payments on a combined
interest and principal priority of payments and benefits from an
amortizing cash reserve equal to 1.3% of the outstanding Rated
Notes balance, subject to a floor of 0.5% of the initial Rated
Notes amount. The cash reserve is part of available funds to cover
shortfalls in senior expenses, senior swap payments as well as
interest on the Class A, Class B, Class C, and Class D Notes and,
if not deferred, the Class E Notes. Interest and (if applicable)
principal payments of the Notes will be made quarterly.

The repayment of the Rated Notes will be on a pro rata basis until
a subordination event. Upon the occurrence of a subordination
event, the repayment of the Notes will switch to non-reversible
sequential. Furthermore, the unrated Class F Notes will begin
amortizing immediately only after the Rated Notes are fully repaid
with a target amortization equal to 10% of the initial balance on
each payment date.

The Notes pay floating interest rates based on three-month Euribor
whereas the portfolio comprises fixed-rate loans. The interest rate
mismatch risk between the Notes and the portfolio is considered
mitigated by an interest rate swap agreement.

The weighted-average portfolio yield is 6.7%.

TRANSACTION COUNTERPARTIES

Santander is the account bank for the transaction. Based on
Morningstar DBRS' Long-Term Issuer Rating of A (high) on Santander,
the downgrade provisions outlined in the transaction documents and
other mitigating factors in the transaction structure, Morningstar
DBRS considers the risk arising from the exposure to the account
bank to be consistent with the credit ratings assigned to the Rated
Notes.

Santander is also the swap counterparty for the transaction.
Morningstar DBRS has a Long-Term Issuer Rating of A (high) on
Santander, which meets Morningstar DBRS' criteria with respect to
its role. The transaction also has downgrade provisions largely
consistent with Morningstar DBRS' criteria.

PORTFOLIO ASSUMPTIONS

Morningstar DBRS established a lifetime expected default of 4.5%,
reflecting the historical performance of each loan type, standard
loans and pre-approved loans. Morningstar DBRS also revised the
expected recovery to 15% from 20% applied in the Santander Consumo
6 transaction, after considering the longer data series and
deterioration of the last quarter performance.

Morningstar DBRS' credit ratings on the Rated Notes address the
credit risk associated with the identified financial obligations in
accordance with the relevant transaction documents. The associated
financial obligations for each class of the Rated Notes are the
related Interest Amounts and Principal.

Notes: All figures are in euros unless otherwise noted.



===========================
U N I T E D   K I N G D O M
===========================

ARCHITECTURAL LOUVRE: Begbies Traynor Named as Administrators
-------------------------------------------------------------
Architectural Louvre Products and Services Limited was placed into
administration proceedings in the High Court of Justice Business
and Property Courts in Birmingham, Insolvency & Companies List
(ChD), Court Number: CR-2024-000654, and Mark Malone and Gareth
Prince of Begbies Traynor (Central) LLP, were appointed as
administrators on Nov. 20, 2024.  

Architectural Louvre, trading as ALPS Louvres & Solar Shading, is
an installer and fabricator of louvres and louvre screens,
specialising in large scale projects and delivering bespoke
designs.

Its registered office and principal trading address is at Unit C,
12 Downley Road, Hampshire, PO9 2NJ.

The administrators can be reached at:

             Mark Malone
             Gareth Prince
             Begbies Traynor (Central) LLP
             11th Floor, One Temple Row
             Birmingham, B2 5LG

For further information, contact:

              Daniel Williams
              Begbies Traynor (Central) LLP
              E-mail: birmingham@btguk.com
              Tel No: 0121 200 8150

CALDICOT GROUP: Begbies Traynor Named as Joint Administrators
-------------------------------------------------------------
Caldicot Group Limited was placed into administration proceedings
in the Bristol High Courts of Justice, No BRS-000103 of 2024, and
Paul Wood and Andrew Hook of Begbies Traynor (Central) LLP, were
appointed as joint administrators on Oct. 14, 2024.  

Caldicot Group is a road works recovery specialist.

Its registered office is at Unit 9 Castle Way, Severn Bridge
Industrial Estate, Caldicot, Monmouthshire, NP26 5PR.  

The joint administrators can be reached at:

            Paul Wood
            Begbies Traynor (Central) LLP
            3rd Floor Castlemead
            Lower Castle Street Bristol
            BS1 3AG

            -- and --

            Andrew Hook
            Begbies Traynor (Central) LLP
            Units 1-3 Hilltop Business Park
            Devizes Road, Salisbury
            Wiltshire, SP3 4UF

Any person who requires further information may contact:

            Joshua Cook
            Begbies Traynor (Central) LLP
            Tel No: 0117 363 7442
            Email: Joshua.Cook@btguk.com

CASTELL 2023-2 PLC: DBRS Confirms BB Rating on Class F Notes
------------------------------------------------------------
DBRS Ratings Limited took the following credit rating actions on
the rated notes issued by Castell 2021-1 PLC (C2021) and Castell
2023-2 PLC (C2023) (together, the Issuers):

C2021

-- Class A notes confirmed at AAA (sf)
-- Class B notes confirmed at AAA (sf)
-- Class C notes upgraded to AA (high) (sf) from AA (sf)
-- Class D notes upgraded to AA (sf) from A (high) (sf)
-- Class E notes upgraded to BBB (sf) from BBB (low) (sf)
-- Class F notes confirmed at BB (low) (sf)

C2023

-- Class A1 notes confirmed at AAA (sf)
-- Class A2 notes confirmed at AAA (sf)
-- Class B notes confirmed at AA (high) (sf)
-- Class C notes confirmed at A (high) (sf)
-- Class D notes confirmed at BBB (high) (sf)
-- Class E notes confirmed at BBB (low) (sf)
-- Class F notes confirmed at BB (sf)
-- Class X notes upgraded to A (high) (sf) from BBB (sf)

For C2021, the credit ratings on the Class A and Class B notes
address the timely payment of interest and the ultimate repayment
of principal by the legal final maturity date. The credit ratings
on the Class C, Class D, Class E, and Class F notes address the
timely payment of interest when they are the most senior class of
notes outstanding, and the ultimate repayment of principal by the
legal final maturity date in November 2053.

For C2023, the credit ratings on the Class A1 and Class A2 notes
(together, Class A) addresses the timely payment of interest and
the ultimate repayment of principal by the legal final maturity
date. The credit ratings on the Class B notes addresses the timely
payment of interest when they are the most senior class of notes
outstanding, and the ultimate repayment of principal by the legal
final maturity date. The credit ratings on the Class C, Class D,
Class E and Class F and Class X notes address the ultimate payment
of interest and ultimate payment of principal by the legal final
maturity date in November 2055.

CREDIT RATING RATIONALE

The credit rating actions follow an annual review of the
transactions and are based on the following analytical
considerations:

-- Portfolio performance, in terms of delinquencies, defaults, and
losses as of the October 2024 payment date.

-- Portfolio default rate (PD), loss given default (LGD), and
expected loss assumptions on the remaining receivables.

-- Current available credit enhancement to the notes to cover the
expected losses at their respective rating levels.

The transactions are securitizations of UK second-lien mortgage
loans originated by UK Mortgage Lending Limited (UKML, formerly
Optimum Credit Limited). UKML is a specialist UK second charge
mortgage lender based in Cardiff, which has offered finance to
homeowners in England, Wales, and Scotland since its launch in
November 2013. Pepper UK Limited (Pepper) is the primary and
special servicer of the portfolios.

PORTFOLIO PERFORMANCE

C2021: As of the 30 September 2024 cut-off date, loans two to three
months in arrears represented 1.0% of the outstanding portfolio
balance, and loans more than three months in arrears represented
3.2%. Cumulative defaults amounted to 0.9% of the original
portfolio balance.

C2023: As of September 30, 2024 cut-off date, loans two to three
months in arrears represented 0.5% of the outstanding portfolio
balance, and loans more than three months in arrears represented
2.1%. Cumulative defaults amounted to 0.4% of the original
portfolio balance.

PORTFOLIO ASSUMPTIONS AND KEY DRIVERS

Morningstar DBRS conducted a loan-by-loan analysis of the remaining
pool of receivables and updated its base case PD and LGD
assumptions at the B (sf) rating level to the following:

-- C2021: A base case PD of 6.3% and a base case LGD of 29.5%.
-- C2023: A base case PD of 7.2% and a base case LGD of 39.3%.

CREDIT ENHANCEMENT

Credit enhancement (CE) is provided by the subordination of the
respective junior notes. Current CE levels to the rated notes
compared with the CE levels at the Morningstar DBRS previous credit
rating actions are as follows:

C2021:

-- Class A CE is 55.3%, up from 41.3%
-- Class B CE is 41.3%, up from 30.8%
-- Class C CE is 28.5%, up from 21.1%
-- Class D CE is 16.8%, up from 12.3%
-- Class E CE is 7.3%, up from 5.1%
-- Class F CE is 3.4%, up from 2.2%

C2023:

-- Class A CE is 30.6%, up from 25.0%
-- Class B CE is 23.0%, up from 18.8%
-- Class C CE is 16.2%, up from 13.3%
-- Class D CE is 10.7%, up from 8.8%
-- Class E CE is 8.3%, up from 6.8%
-- Class F CE is 6.4%, up from 5.3%

C2021 benefits from a liquidity reserve fund (LRF), which covers
senior fees, interest on the Class A notes, and senior deferred
considerations. The LRF is currently at its target level of GBP 0.7
million equal to 1% of the outstanding Class A notes balance.
C2023 benefits from an LRF, which covers senior fees, interest on
the Class A and Class B notes, and senior deferred consideration.
The LRF is currently at its target level of GBP 2.6 million equal
to 1.3% of the Class A and Class B notes' outstanding balance.

Citibank N.A., London Branch acts as the account bank for both
transactions. Based on the Morningstar DBRS private credit rating
on the account bank, the downgrade provisions outlined in the
transaction documents, and other mitigating factors inherent in the
transaction structures, Morningstar DBRS considers the risk arising
from the exposure to the account bank to be consistent with the
credit ratings assigned to the notes in each transaction, as
described in Morningstar DBRS ' "Legal Criteria for European
Structured Finance Transactions" methodology.

NatWest Markets Plc acts as the swap counterparty for C2021, and
BNP Paribas SA acts as the swap counterparty for C2023. Morningstar
DBRS' Long Term Critical Obligations Ratings on the swap
counterparties, are AA and AA (high), respectively, above the first
rating threshold as described in Morningstar DBRS' "Derivative
Criteria for European Structured Finance Transactions"
methodology.

Notes: All figures are in British pound sterling unless otherwise
noted.

CITADEL 2024-1: DBRS Finalizes B Rating on Class F Notes
--------------------------------------------------------
DBRS Ratings Limited finalized its provisional credit ratings on
the residential mortgage-backed notes issued by Citadel 2024-1 PLC
(the Issuer) as follows:

-- Class A at AAA (sf)
-- Class B at AA (sf)
-- Class C at A (sf)
-- Class D at BBB (high) (sf)
-- Class E at BB (high) (sf)
-- Class F at B (sf)
-- Class X at BB (low) (sf)

The finalized provisional credit ratings on the Class D to Class X
notes are higher than the provisional credit ratings Morningstar
DBRS assigned because of the lower cost of funding in the
transaction after the rated notes priced.

The credit rating on the Class A notes addresses the timely payment
of interest and the ultimate repayment of principal on or before
the final maturity date in April 2060. The credit ratings on the
Class B, Class C, Class D, Class E, and Class F notes address the
timely payment of interest once they are the senior-most class of
notes outstanding, otherwise the ultimate payment of interest, and
the ultimate repayment of principal on or before the final maturity
date. The credit rating on the Class X notes addresses the ultimate
payment of interest and principal. Morningstar DBRS does not rate
the Class G and Class H notes or the residual certificates also
issued in this transaction.

CREDIT RATING RATIONALE

The Issuer is a bankruptcy-remote special-purpose vehicle
incorporated in the UK. The notes issued funded the purchase of UK
second-lien mortgage loans originated by UK Mortgage Lending
Limited (UKML). Pepper (UK) Limited (Pepper) is the primary and
special servicer of the portfolio. UKML, established in November
2013 and previously known as Optimum Credit Ltd (Optimum Credit),
is a specialist provider of second-lien mortgages based in Cardiff,
Wales. Both UKML and Pepper are part of the Pepper Group Limited
(Pepper Group), a worldwide consumer finance business, third-party
loan servicer, and asset manager. Law Debenture Corporate Services
Limited has been appointed as the back-up servicer facilitator to
the transaction.

The mortgage portfolio consists of GBP 288 million of second-lien
mortgage loans collateralized by owner-occupied (OO) properties in
the UK.

The Issuer issued eight tranches of collateralized mortgage-backed
securities (the Class A, Class B, Class C, Class D, Class E, Class
F, Class G, and Class H notes) to finance the purchase of the
mortgage portfolio. Additionally, the Issuer issued one class of
non-collateralized notes, the Class X notes.

The transaction is structured to initially provide 30.0% of credit
enhancement to the Class A notes comprising of subordination of the
Class B to Class H notes. The Class B notes are supported by 25.0%
credit enhancement, with 20.0%, 15.0%, 10.5%, and 5.5% credit
enhancement available to the Class C, Class D, Class E, and Class F
notes, respectively.

Liquidity in the transaction is provided by a liquidity reserve
fund (LRF), which covers senior costs and expenses as well as
interest shortfalls on the Class A and Class B notes. In addition,
principal borrowing is also envisaged under the transaction
documentation and can be used to cover senior costs and expenses as
well as interest shortfalls on the Class A to Class G notes.
However, the latter will be subject to a principal deficiency
ledger (PDL) condition, which states that if a given class of notes
is not the most senior class outstanding, when a PDL debit of more
than 10% of such class exists, principal borrowing will not be
available. Interest shortfalls on the Class B to Class G notes, as
long as they are not the most senior class outstanding, shall be
deferred and not be recorded as an event of default until the final
maturity date or such earlier date on which the notes are fully
redeemed.

The transaction also features a fixed-to-floating interest rate
swap, given the presence of a large portion of fixed-rate loans
(with a compulsory reversion to floating in the future) while the
liabilities shall pay a coupon linked to Sonia. The swap
counterparty is Banco Santander, S.A. Furthermore, Citibank, N.A.,
London Branch acts as the Issuer Account Bank, and National
Westminster Bank Plc as the Collection Account Bank.

Morningstar DBRS based its credit ratings on a review of the
following analytical considerations:

-- The transaction's capital structure, including the form and
sufficiency of available credit enhancement;

-- The credit quality of the mortgage portfolio and the ability of
the servicer to perform collection and resolution activities.
Morningstar DBRS estimated stress-level probability of default
(PD), loss given default (LGD), and expected losses (EL) on the
mortgage portfolio. Morningstar DBRS used the PD, LGD, and EL as
inputs into the cash flow engine. Morningstar DBRS analyzed the
mortgage portfolio in accordance with its "European RMBS Insight:
UK Addendum" methodology;

-- The transaction's ability to withstand stressed cash flow
assumptions and repay the Class A, Class B, Class C, Class D, Class
E, Class F, and Class X notes according to the terms of the
transaction documents;

-- The structural mitigants in place to avoid potential payment
disruptions caused by operational risk, such as a downgrade, and
replacement language in the transaction documents;

-- The sovereign credit rating of AA with a Stable trend on the
United Kingdom of Great Britain and Northern Ireland as of the date
of this press release; and

-- The consistency of the transaction's legal structure with
Morningstar DBRS' "Legal Criteria for European Structured Finance
Transactions" methodology and the presence of legal opinions that
address the assignment of the assets to the Issuer.

Morningstar DBRS' credit ratings on the rated notes address the
credit risk associated with the identified financial obligations in
accordance with the relevant transaction documents. The associated
financial obligations for each of the rated notes are the related
Interest Amounts and the related Class Balances.

Morningstar DBRS' credit rating on the rated notes also addresses
the credit risk associated with the increased rate of interest
applicable to each of the rated notes if the rated notes are not
redeemed on the Optional Redemption Date (as defined in and) in
accordance with the applicable transaction documents.

Notes: All figures are in British pound sterling unless otherwise
noted.

CPUK FINANCE: Fitch Affirms 'B' Rating on Second Lien Notes
-----------------------------------------------------------
Fitch Ratings has assigned CPUK Finance Limited's (CPUK) new class
A8 notes a 'BBB' rating. The Outlook is Stable. Fitch has also
affirmed its existing class A notes at 'BBB' and class B notes at
'B', with Stable Outlooks.

The new GBP346 million class A8 notes were issued to refinance
CPUK's existing GBP340 million class A4 notes, pay
transaction-related costs and fund general-corporate purposes. The
class A4 notes are expected to be paid in full on 2 December.

   Entity/Debt               Rating           Prior
   -----------               ------           -----
CPUK Finance
Limited

   CPUK Finance
   Limited/Project
   Revenues - First
   Lien - Expected
   Ratings/1 LT          LT BBB  New Rating   BBB(EXP)

   CPUK Finance
   Limited/Project
   Revenues - Second
   Lien/2 LT             LT B    Affirmed     B

   CPUK Finance
   Limited/Project
   Revenues - First
   Lien/1 LT             LT BBB  Affirmed     BBB

RATING RATIONALE

The ratings reflect CPUK's demonstrated ability to maintain high
and stable occupancy rates, increase prices above inflation, and
ultimately deliver a solid financial performance. At the same time,
the ratings factor in CPUK's exposure to the UK holiday and leisure
industry, which is highly exposed to discretionary spending.
Overall, Fitch expects CPUK's proactive and experienced management
to continue leveraging the company's good-quality estate and
deliver steady financial performance over the medium term, despite
pressures on real disposable income in the UK.

The Stable Outlook reflects its expectation that CPUK will be able
to continue to pass on cost increases to prices to a large extent
and maintain high occupancy rates.

KEY RATING DRIVERS

Industry Profile - 'Weaker'

Operating Environment Drives Assessment

The UK holiday park sector faces both price and volume risks, which
makes the projection of long-term cash flows challenging. It is
highly exposed to discretionary spending, to changing consumer
behaviour and to some extent, commodity and food prices. Events and
weather risks are also significant, with Center Parcs having been
affected by fire, minor flooding and the pandemic. Fitch views the
operating environment as a key driver of the industry profile,
resulting in its overall 'Weaker' assessment. The scarcity of
suitable, large sites near major conurbations provides barriers to
entry.

Sub-KRDs: Operating Environment: 'Weaker'; Barriers to Entry:
'Midrange'; Sustainability: 'Midrange'

Company Profile - 'Stronger'

Strong Performing Market Leader

CPUK has no direct competitors and the uniqueness of its offer
differentiates it from camping and caravan options or overseas
weekend breaks. Growth has been driven by villa price increases and
CPUK's large repeat customer base helps revenue stability. CPUK
also benefits from a high level of advanced bookings. An increasing
portion of food and beverage revenue is derived from concession
agreements, but these are fully turnover-linked, giving some
visibility of underlying performance.

The CPUK brand is fairly strong and the company benefits from other
brands operated on a concession basis at its sites. The company is
well into its current eight-year lodge refurbishment programme and
makes further capex projections that should maintain the estate and
offering's quality.

Sub-KRDS: Financial Performance: 'Stronger'; Company Operations:
'Stronger'; Transparency: 'Stronger'; Dependence on Operator:
'Midrange'; Asset Quality: 'Stronger'

Debt Structure - Class A 'Stronger'; Class B 'Weaker'

Cash Sweep Drives Amortisation

The class A notes have an interest-only period and benefit from the
payment deferability of the class B notes. The notes are all
fixed-rate. Fitch views the covenant package as slightly weaker
than other typical whole business securitisations (WBS), with
covenants based on free cash flow (FCF) debt service coverage
ratios (DSCR) being essentially interest coverage ratios. However,
this is compensated by a cash sweep feature at the expected
maturity date of the class A notes.

As the class A4 notes are repaid, the condition to issue further
class A notes is to maintain a net debt/EBITDA of 5.75x on the
class A debt, versus 5.0x previously. While this weakens the
structural protections in case of underperformance, it does not
materially affect Fitch's expectations of CPUK's leverage metrics
remaining at about or below 5.0x.

The transaction benefits from a comprehensive WBS security package.
Security is granted by a fully fixed and qualifying floating
security under an issuer-borrower loan structure. While the class A
notes are outstanding, only the class A noteholders can direct the
trustee to enforce any security. The class B noteholders benefit
from a topco share pledge, which is structurally subordinated to
the borrower and allows them to sell the shares in a class B
default event (eg. non-payment, failure to refinance or class B FCF
DSCR below 1.0x).

Sub-KRDs: Debt Profile: Class A - 'Stronger', Class B - 'Weaker';
Security Package: Class A - 'Stronger', Class B - 'Weaker';
Structural Features: Class A - 'Stronger', Class B - 'Weaker'

Financial Profile

Under the Fitch rating case, CPUK's net debt/EBITDA stands at 4.7x
and 7.8x in the financial year ending April 2025 for the class A
and B notes, respectively. The transaction then progressively
deleverages to well below 5.0x and 8.0x, on the back of solid
operational performance, which Fitch expects to continue despite
higher inflation and pressure on discretionary spending. The
projected deleveraging profile under the FRC envisages the class A
notes' full repayment in FY34 and class B notes' full repayment by
FY41.

PEER GROUP

Operationally, the most suitable WBS comparisons are WBS pubs, as
they share exposure to discretionary consumer spending. CPUK has
proven less cyclical than leased pubs with strong performance
during previous major economic downturns. The Covid-19 pandemic has
also demonstrated CPUK's greater control over its costs.

Due to the similarity in debt structure, the transaction can also
be compared with Arqiva Financing plc. Arqiva's WBS notes are also
rated 'BBB' and envisage full repayment via a cash sweep in 2032,
comparable to CPUK's expected full class A repayment. Industry risk
for Arqiva is assessed as 'Stronger' as it benefits from long-term
contractual revenue with strong counterparties, versus the 'Weaker'
assessment for CPUK. However, Arqiva's prepayment timing is partly
restricted by the expiry of these long-term contracts.

Roadster Finance DAC (Tank & Rast (T&R)) is rated 'BBB' with a net
debt/EBITDA peak of 5.1x in 2025 but reducing to 4.8x in 2027,
which then is comparable to CPUK's class A leverage. T&R is not
operationally similar to CPUK, but its financial structure of soft
bullet maturity with a cash sweep is comparable.

RATING SENSITIVITIES

Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade

Class A notes:

- Deterioration of net debt/EBITDA to above 5.0x by FY25

- Substantial repayment of class A notes no earlier than 10 years
under the FRC

Class B notes:

- Deterioration of net debt/EBITDA to above 8.0x by FY25

- Substantial repayment of class B notes no earlier than 17 years
under the FRC

Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade

Class A notes:

- A significant improvement in performance above the FRC, with net
debt/EBITDA below 4.0x in FY25 (although CPUK has historically
tapped and re-leveraged the structure several times already) and a
full repayment of the class A notes within eight years under the
FRC

Class B notes:

- An upgrade is precluded under the WBS criteria, due to current
tap language requiring the class B notes rating post-tap to be the
lower of the rating at close and the then rating pre-tap (ie
potentially 'B' or lower). This means an upgrade could result in
rating volatility if the transaction taps the class B notes. Even
without this provision, given the sensitivity of the class B notes
to variations in performance due to their deferability, they are
unlikely to be upgraded above the 'B' category

TRANSACTION SUMMARY

The transaction is secured by CP's holiday villages: Sherwood
Forest in Nottinghamshire, Longleat Forest in Wiltshire, Elveden
Forest in Suffolk, Whinfell Forest in Cumbria and Woburn Forest in
Bedfordshire. Each site has an average of 867 villas and is set in
a forest environment with extensive central leisure facilities.

ESG Considerations

The highest level of ESG credit relevance is a score of '3', unless
otherwise disclosed in this section. A score of '3' means ESG
issues are credit-neutral or have only a minimal credit impact on
the entity, either due to their nature or the way in which they are
being managed by the entity. Fitch's ESG Relevance Scores are not
inputs in the rating process; they are an observation on the
relevance and materiality of ESG factors in the rating decision.

CRICKLEWOOD CARRIERS CAB: Azets Named as Joint Administrators
-------------------------------------------------------------
Cricklewood Carriers Cab Company Limited was placed into
administration proceedings in the High Court of Justice Business
and Property Courts of England and Wales, Insolvency & Companies
List (ChD), Court Number: CR-2024-006884, and Matthew Richards and
Nicola Banham of Azets, were appointed as joint administrators on
Nov. 20, 2024.  

Cricklewood Carriers is the oldest and most distinguished black cab
rental and repair garage in London.

Its registered office is at Unit 6, Quebec Wharf, 14 Thomas Road,
London, E14 7AF.  Its principal trading address is at Midland
Arches, Edgware Road, London, NW2 6NJ.

The joint administrators can be reached at:

             Nicola Banham
             Matthew Richards
             Azets
             2nd Floor Regis House
             45 King William Street
             London, EC4R 9AN

Contact information:

              Joint Administrators
              Email: Hamish.gordon@azets.co.uk
              Tel No: 0207 4031877

Alternative contact: Hamish Gordon

CRICKLEWOOD CARRIERS: Azets Named as Joint Administrators
---------------------------------------------------------
Cricklewood Carriers Management Co Ltd was placed into
administration proceedings in the High Court of Justice Business
and Property Courts of England and Wales, Insolvency & Companies
List (ChD), Court Number: CR-2024-006885, and Nicola Banham and
Matthew Richards of Azets, were appointed as joint administrators
on Nov. 20, 2024.  

Cricklewood Carriers is London's oldest black cab fleet garage.

Its registered office is at Unit 6, Quebec Wharf, 14 Thomas Road,
Limehouse, E14 7AF.  Its principal trading address is at Midland
Arches, Edgware Road, London, NW2 6NJ.

The joint administrators can be reached at:

             Nicola Banham
             Matthew Richards
             Azets
             2nd Floor Regis House
             45 King William Street
             London, EC4R 9AN

Contact Information:

              Joint Administrators
              Email: Hamish.gordon@azets.co.uk
              Tel No: 0207 4031877

Alternative contact: Hamish Gordon

PALMERS GREEN: Opus Restructuring Named as Joint Administrators
---------------------------------------------------------------
Palmers Green Developments Limited was placed into administration
proceedings in the High Court of Justice, Court Number:
CR-2024-006903, and Colin David Wilson and Trevor John Binyon of
Opus Restructuring LLP were appointed as joint administrators on
Nov. 14, 2024.  

Palmers Green is a developer of building projects.

Its registered office and principal trading address is at c/o
Camrose, 85 New Cavendish Street, Suite 3, London, W1W 6XD.

The joint administrators can be reached at:

           Colin David Wilson
           Trevor John Binyon
           Opus Restructuring LLP
           1 Radian Court, Knowlhill
           Milton Keynes, MK5 8PJ

For further details, contact:

           The Joint Administrators
           Tel No: 01908 087220

Alternative contact: Zoe Nelsey

PAYSAFE GROUP: Moody's Affirms 'B2' CFR, Alters Outlook to Positive
-------------------------------------------------------------------
Moody's Ratings has affirmed Paysafe Group Holdings II Limited's
(Paysafe) B2 long term corporate family rating and the B2-PD
probability of default rating. Concurrently, Moody's have affirmed
the B2 instrument ratings of the backed senior secured notes issued
by Paysafe Finance PLC, the backed senior secured notes and term
loans borrowed by Paysafe Holdings (US) Corp. and the senior
secured revolving credit facility (RCF) borrowed by Paysafe
Holdings UK Limited. The outlook on all entities has been changed
to positive from stable.

RATINGS RATIONALE      

The outlook change to positive and the affirmation of Paysafe's B2
ratings reflects its solid operating performance over the past two
years, coming back strongly after the regulatory challenges the
company faced in its digital wallets business. Following a period
of revenue decline in 2021 and 2022, Paysafe has achieved a
turnaround in the digital wallets division by expanding into new
regions and markets.

Governance considerations were also a driver of the rating action,
specifically the company's clear commitment to achieve its 3.5x net
leverage target over the next two years.

During the first nine months of 2024, digital wallets revenue grew
by 5% compared to prior year and merchant solutions achieved 12%
growth during the same period. As such, Paysafe's revenue grew by
8% to reach $1.7 billion during the 12 months period (LTM) to
September 30, 2024.

However, despite the good revenue growth across both divisions, the
company's Moody's-adjusted EBITDA declined slightly to $427 million
in the LTM, compared to $435 million achieved in financial year
2023. The approximately 2% decline in the Moody's-adjusted EBITDA
margin to 25% in the LTM period, down from 27% in financial year
2023, was due to Paysafe's efforts to optimise its merchant
solutions portfolio and its investments to strengthen its
salesforce to boost future growth. Moody's anticipate these
strategic decisions will lead to improving margins during 2025 such
that, along with sustained strong revenue development, Paysafe's
Moody's-adjusted EBITDA approaches $500 million.

As a result of Paysafe's consistently good performance in recent
years, its credit metrics have improved towards the upper end of
Moody's guidance defined for the B2 rating, translating into
positive rating pressure. Paysafe's financial leverage, as measured
by Moody's-adjusted Debt/EBITDA, decreased to 5.8x at the end of
September 2024, down from nearly 8x in December 2022. The company's
Moody's-adjusted free cash flow has also improved and increased to
$172 million during the 12 months to 30 September, equivalent to 7%
of Moody's-adjusted debt.

The improved leverage profile reflects Paysafe's commitment to a
balanced financial policy, aiming for a net leverage below 3.5x
(company definition) by the end of 2026. To achieve this, the
company has prepaid about $200 million of its loans and bonds over
the past two years, financed through operating cash flows. Although
the company does not pay regular dividends, it initiated a share
buyback programme this year, repurchasing shares worth $25 million
to date. Additionally, it is authorised to purchase another $25
million worth of shares over the next 15 months.

The B2 CFR further reflects (1) Paysafe's diversified product
offering with cross-selling potential; (2) the growth potential of
the digital wallets business in new market segments; and (3) the
strong free cash flow profile underpinned by high profitability.

Conversely, the CFR is constrained by (1) the volatility in
Paysafe's operating performance in previous years, although
recently improved; (2) the regulatory risks related to Paysafe's
exposure to the gambling industry; and (3) the company's record of
debt-funded M&A which has resulted in high leverage levels.

ESG CONSIDERATIONS

Paysafe's ratings reflect a number of environmental, social and
governance (ESG) considerations, such as its management track
record with frequent changes in key positions over the past few
years, including the chairman, CEO and CFO.

The governance considerations also focus on the company's financial
policy, which was characterised by debt-funded acquisitions and
high financial leverage in the past, but in recent years has been
more focused on debt reduction and deleveraging.

RATING OUTLOOK

The positive outlook reflects Moody's expectation that Paysafe's
operating performance will continue on its recent positive
trajectory. As a result, the outlook further reflects Moody's view
that credit metrics will continue to improve and position the
rating strongly in the rating category. It also assumes that
Paysafe will not complete any larger debt-funded acquisitions or
shareholder distributions.

The outlook could be changed to stable if Paysafe fails to
consistently grow its revenue in both segments and margins do not
recover following a temporary decline, leading to stagnating or
weakening credit metrics.

FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS

Upward pressure on the rating could occur if Paysafe decreases its
Moody's-adjusted Debt/EBITDA sustainably below 5.5x,
Moody's-adjusted Free Cash Flow/Debt improves to the high-single
digit percentages, and the company continues to demonstrate its
commitment to a conservative financial policy.

Negative pressure on the rating could develop if Paysafe's
Moody's-adjusted Debt/EBITDA increases towards 6.5x,
Moody's-adjusted Free Cash Flow turns negative for a prolonged
period, or liquidity weakens.

LIQUIDITY PROFILE

Moody's consider Paysafe's liquidity to be good. At the end of
September 2024, the company had $241 million of cash on its balance
sheet and access to its $305 million committed RCF, which was drawn
down for $78 million.

Paysafe has a long-dated maturity profile, with no major maturities
before June 2028, except the RCF which is due in December 2027. The
RCF is subject to a springing senior secured net leverage covenant
set at 7.5x, only tested on a quarterly basis when the RCF (less
own cash) is drawn by more than 40%.

STRUCTURAL CONSIDERATIONS

The instrument ratings on the backed senior secured notes as well
as the senior secured term loan and RCF rank in line with the CFR,
reflecting the pari-passu nature of Paysafe's capital structure.

The instruments are guaranteed by material subsidiaries
representing a minimum of 80% of consolidated EBITDA and security
includes shares, intercompany receivables, and, solely with respect
to English guarantors, a floating charge over its assets for the
senior secured term loan/RCF and all material assets and a floating
charge over substantially all of the English guarantors' assets and
undertakings for the backed senior secured notes. Moody's consider
the security package as weak overall.

LIST OF AFFECTED RATINGS

Issuer: Paysafe Group Holdings II Limited

Affirmations:

Probability of Default Rating, Affirmed B2-PD

LT Corporate Family Rating, Affirmed B2

Outlook Actions:

Outlook, Changed To Positive From Stable

Issuer: Paysafe Finance PLC

Affirmations:

Backed Senior Secured (Foreign Currency), Affirmed B2

Outlook Actions:

Outlook, Changed To Positive From Stable

Issuer: Paysafe Holdings (US) Corp.

Affirmations:

Senior Secured Bank Credit Facility (Foreign Currency), Affirmed
B2

Backed Senior Secured (Foreign Currency), Affirmed B2

Outlook Actions:

Outlook, Changed To Positive From Stable

Issuer: Paysafe Holdings UK Limited

Affirmations:

Senior Secured Bank Credit Facility (Foreign Currency), Affirmed
B2

Outlook Actions:

Outlook, Changed To Positive From Stable

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Business and
Consumer Services published in November 2021.

CORPORATE PROFILE

Headquartered in London, Paysafe is a global provider of online
payment solutions and stored-value products operating in the United
States, Europe and Latin America. The company operates under two
different business segments: Digital wallets and Merchant
solutions. During the 12 months period to September 30, 2024,
Paysafe generated net revenues of $1.7 billion and a
company-adjusted EBITDA of $470 million. Paysafe has been listed on
the New York Stock Exchange since 2021.

PENNINE OUTDOOR: Leonard Curtis Named as Joint Administrators
-------------------------------------------------------------
Pennine Outdoor Leisure Ltd was placed into administration
proceedings in the High Court of Justice Business and Property
Courts in Manchester, Company & Insolvency List (ChD), Court
Number: CR-2024-MAN-001418, and Megan Singleton and Mark Colman of
Leonard Curtis, were appointed as joint administrators on Nov. 14,
2024.  

Pennine Outdoor specializes in the retail sale of sports goods,
fishing gear, camping goods, boats and bicycles.

Its registered office is at 20 Roundhouse Court, South Rings
Business Park, Bamber Bridge, Preston, PR5 6DA.  Its principal
trading address is at Unit 2 Chester Street, Accrington, BB5 0SD.

The joint administrators can be reached at:

             Megan Singleton
             Mark Colman
             Leonard Curtis
             20 Roundhouse Court
             South Rings Business Park
             Bamber Bridge, Preston
             PR5 6DA

Further Details Contact:

             Joint Administrators
             Tel No: 01772 646180
             Email: recovery@leonardcurtis.co.uk

Alternative contact: Azimunnisa Raj

PENNINE PROPERTY: Leonard Curtis Named as Joint Administrators
--------------------------------------------------------------
Pennine Property Holdings Limited was placed into administration
proceedings in the High Court of Justice Business and Property
Courts in Manchester, Insolvency & Companies List (ChD), Court
Number: CR-2024-001419, and Megan Singleton and Mark Colman of
Leonard Curtis, were appointed as joint administrators on Nov. 14,
2024.  

Pennine Property is a property holdings company.

Its registered office and principal trading address is at Unit 2
Chester Street, Accrington, Lancashire, BB5 0SD.

The joint administrators can be reached at:

             Megan Singleton
             Mark Colman
             Leonard Curtis
             20 Roundhouse Court
             South Rings Business Park
             Bamber Bridge, Preston
             PR5 6DA

Further Details Contact:

             Joint Administrators
             Tel No: 01772 646180
             Email: recovery@leonardcurtis.co.uk

Alternative contact: Azimunnisa Raj

PIXIPIXEL RENTAL: Begbies Traynor Named as Administrators
---------------------------------------------------------
Pixipixel Rental Limited was placed into administration proceedings
in the High Court of Justice Business and Property Courts of
England and Wales, Insolvency & Companies List, Court Number:
CR-2024-007046, and Andrew Hook and Julie Anne Palmer of Begbies
Traynor (Central) LLP, were appointed as administrators on Nov. 21,
2024.  

Pixipixel Rental specializes in lighting and camera rental.

Its registered office is at 4-5 Roslin Road, London W3 8DH.

The administrators can be reached at:

              Andrew Hook
              Julie Anne Palmer
              Begbies Traynor (Central) LLP
              Units 1-3 Hilltop Business Park
              Devizes Road, Salisbury, Wiltshire
              SP3 4UF

For further information, contact:

              Andy Simpson
              Begbies Traynor (Central) LLP
              Email: andy.simpson@btguk.com
              Tel No: 01722 435190

SAGE AR 1: DBRS Confirms B(sf) Rating on Class F Notes
------------------------------------------------------
DBRS Ratings Limited confirmed its credit ratings on the bonds
issued by Sage AR Funding No.1 Plc (the Issuer) as follows:

-- Class A at AAA (sf)
-- Class B at AA (high) (sf)
-- Class C at A (high) (sf)
-- Class D at BBB (sf)
-- Class E at BB (low) (sf)
-- Class F at B (sf)

The trend on all ratings is Stable.

CREDIT RATING RATIONALE

The credit rating confirmations follow the transaction's stable
performance over the last 12 months, with a modest increase in net
rental income and no cash trap covenant breaches recorded to date.

The transaction is a securitization of a GBP 220 million
floating-rate senior social housing-backed loan (the senior loan)
advanced by the Issuer to a single borrower, Sage Borrower AR1
Limited. The borrower onlent the senior loan to its parent, Sage
Rented Limited (SRL), a for-profit registered provider of social
housing, and SRL used the loan to finance its acquisition of
properties and associated costs and expenses. The senior loan is
backed by 1,609 residential units comprising mostly houses or
apartments located across England. The loan term is for five years
with an expected final repayment date on 15 November 2025.

Savills Advisory Services Limited (Savills) revalued the portfolio
in September 2021 to GBP 336.4 million from GBP 308.4 million
(market value at issuance), and Jones Lang LaSalle Limited (JLL)
most recently valued the portfolio at GBP 322.1 million as of
October 2023, indicating a 4.2% decline in value over the previous
valuation of GBP 336.4 million. JLL valued 1,434 properties on the
basis of market value subject to tenancies (MVSTT) and the
remaining 175 properties on the basis of existing use value for
social housing (EUVSH). The key difference between the two
valuation approaches is that the EUVSH assumes that the property
will be used for social housing only, whereas the MVSTT takes into
account the existing tenancy agreement. As a result of the 4.2%
decline in the value of the collateral, the rated loan-to-value
ratio increased to 64.89% from 62.14% over the quarter ended
November 2023 and remains at 64.89% as of the August 2024 Interest
Payment Date.

Sage Housing Limited (the sponsor) was established in May 2017 and
is majority owned by Blackstone Inc. The portfolio is a mixture of
new-build houses and flats in new purpose-built schemes dating from
2017. Each scheme is generally in a good residential location close
to transport links and amenities. Approximately 60% of the
portfolio is in London, the South East, and the South West. Most of
the rented units are let on starter leases and then transferred to
periodic assured tenancy agreements after an initial probationary
period of 12 months, which is extendable to 18 months. Tenants in
social housing typically occupy the units for more than five years
beyond the probationary period.

The proceeds of the notes were advanced to a wholly owned, newly
incorporated subsidiary of SRL, and onlent to SRL. SRL in turn
granted third-party security by way of mortgages and a share pledge
over the shares in the borrower to secure the borrower's
obligations under the facility agreement. SRL also granted security
to the borrower by way of a fixed charge over its segregated
account into which rent is paid. The borrower will maintain full
signing rights and full discretion over SRL's segregated account.

The senior loan interest comprises two parts: (1) Sonia (subject to
zero floor) plus a margin that is a function of the weighted
average (WA) of the aggregate interest amounts payable on the rated
notes; and (2) the lower of excess cash flow and 9% fixed interest
on the retention tranche (the Class R notes).

The contracted annual rent (let units) for the portfolio stood at
GBP 14.8 million as of August 2024. This represents a 9.7% increase
over the contracted annual rent of GBP 13.5 million as of August
2023. Meanwhile, net rental income (NRI) increased to GBP 10.7
million as of August 2024 from GBP 10.1 million as of August 2023.
The leases are indexed to the Consumer Price Index (CPI) plus 1%
from years 1 to 6, and to CPI alone after year 7.

The rated debt yield slightly increased to 5.1% in August 2024 from
4.8% in August 2023 as a result of the increase in NRI. The
occupancy rate of 98.9% as of August 2024 shows improvement over
the occupancy rate of 91.0% at origination and is in line with the
occupancy rate of 99.1% as of August 2023. Since the properties are
new builds, Sage does not model any capital expenditure until at
least year three onwards.

Sage's affordable rents business has an arrears level of 4.1% for
tenants in occupancy for over 12 months and 3.2% for tenants in
occupancy for over 18 months. For the purposes of calculating
arrears levels, Sage takes the approach that any amount that is
overdue, even by one day, is in arrears.

Morningstar DBRS increased its net cash flow (NCF) assumption to
GBP 10.5 million to reflect its initial rental growth projections
of 1.0% per annum. Morningstar DBRS maintained its stabilized cap
rate assumption at 4.25% as at issuance, which results in a
Morningstar DBRS value of GBP 215.1 million, thus reflecting a
33.2% haircut to JLL's valuation dated October 2023.

The borrower purchased an interest cap agreement from Merrill Lynch
International, with a cap strike rate of 0.75% for the full
notional amount of the rated notes to hedge against increases in
the interest payable under the loan resulting from fluctuations in
Sonia. The current hedge arrangement expires on 17 November 2024,
at which point it must be renewed for the remaining term of the
loan.

Morningstar DBRS notes that there are certain hedging conditions in
place, such that the interest rate cap(s) with a WA strike rate on
any day must not be more than the higher of (1) 0.75% per year and
(2) the rate that ensures that, as at the date on which the
relevant hedging transaction is contracted, the hedged interest
coverage ratio is not less than 1.5 times. If the hedge is not
extended as described, there will be a loan event of default and a
sequential payment trigger event on the notes. Morningstar DBRS
anticipates the current hedge arrangement to be renewed in
accordance with the hedging conditions.

The transaction benefits from a liquidity reserve facility of GBP
6.5 million provided by Deutsche Bank AG London Branch. The
liquidity facility may be used to cover shortfalls on the Issuer's
payment of interest due to the Class A to Class C noteholders.
Morningstar DBRS calculated that the liquidity reserve facility can
cover interest payments on the covered notes up to 21 months, based
on the interest cap strike rate of 0.75%, or 10 months, based on
Sonia capped at 4.0% plus the respective notes' margin.

To satisfy risk retention requirements, an entity within Sage Group
has retained a residual interest consisting of no less than 5% of
the nominal and fair market value of the overall capital structure
by subscribing to the unrated and junior-ranking GBP 11 million
Class R notes. This retention note ranks junior in relation to
interest and principal payments to all rated notes in the
transaction.

The final legal maturity of the notes is expected to be 17 November
2030, five years after the expected loan maturity (15 November
2025). Given the security structure and jurisdiction of the
underlying loan, Morningstar DBRS believes that this provides
sufficient time to enforce on the loan collateral, if necessary,
and repay the bondholders.

Notes: All figures are in British pound sterling unless otherwise
noted.

SAGE AR 2021: DBRS Confirms BB(High) Rating on Class E Notes
------------------------------------------------------------
DBRS Ratings Limited confirmed its credit ratings on the following
classes of notes issued by Sage AR Funding 2021 PLC (the Issuer):

-- Class A notes at AAA (sf)
-- Class B notes at AA (low) (sf)
-- Class C notes at A (low) (sf)
-- Class D notes at BBB (sf)
-- Class E notes at BB (high) (sf)

The trend on all credit ratings is Stable.

CREDIT RATING RATIONALE

The credit rating confirmations follow the transaction's stable
performance over the last 12 months, with a slight increase in net
rental income (NRI) and no cash trap covenant breaches recorded to
date.

The transaction is a securitization of a GBP 274.9 million
floating-rate social housing-backed loan that the Issuer advanced
to a single borrower, Sage Borrower AR2 Limited. The borrower then
on-lent the loan to its parent, Sage Rented Limited (the Parent
RP), a for-profit registered provider of social housing. The Parent
RP then used the loan proceeds to finance its acquisition of the
properties and to cover the associated costs. The loan is backed by
1,712 residential units mostly comprising houses or apartments
located across England and there have been no releases from the
portfolio since issuance.

To satisfy European Union, UK, and U.S. risk retention
requirements, an entity within the Sage Housing Group (Sage or the
Sponsor) retained a horizontal residual interest in the transaction
consisting of no less than 5% of the nominal and fair market value
of the overall capital structure by subscribing to the unrated and
junior-ranking GBP 18.5 million unrated Class R notes. The Class R
notes rank junior to interest and principal payments on all rated
notes in the transaction.

Sage was established in May 2017 and is majority owned by
Blackstone. Sage's core business is the provision of new affordable
homes rented at a discount to the prevailing open market rate and
let only to people on local authority housing waiting lists. The
transaction represents the Sponsor's second securitization
following its issuance of Sage AR Funding No. 1 Plc in October 2020
(rated by Morningstar DBRS).

The transaction comprises a five-year floating-rate loan, maturing
on 16 November 2026. Following the initial five-year term, the loan
may be extended on an annual basis until November 15, 2046,
provided that no loan default for nonpayment is continuing and a
satisfactory hedging agreement is in place up to the relevant
extended termination date. The loan bears interest quarterly at the
Sterling Overnight Index Average (Sonia) rate floored at 0% plus a
margin of 1.46% per annum (p.a.), which reflects the
weighted-average margin payable on the rated notes for the initial
five years, stepping up to 2.12% thereafter if the loan is not
repaid. There is no scheduled amortization; however, upon failing
to repay in the fifth year, the loan would be in cash sweep with a
minimum of 1% scheduled amortization p.a. of the loan balance.

The loan is hedged via a cap agreement with a strike rate of 1.0%
and a notional amount equal to the balance of the rated notes. The
hedge counterparty is Merrill Lynch International and the
expiration date is on November 17, 2024. Morningstar DBRS expects
the borrower to enter into a new hedging agreement that complies
with the required hedging conditions under the senior facility
agreement.

In October 2021, Savills Advisory Services Limited (Savills)
initially valued the collateral portfolio at GBP 376.9 million
based on market value subject to tenancy (MVSTT) and at GBP 302.8
million based on existing use value social housing (EUVSH). Based
on the loan's rated portion (i.e., excluding the GBP 18.5 million
unrated Class R notes) and on Savills' MVSTT, the loan's rated
loan-to-value ratio (LTV) was 68.0% at issuance.

In November 2023, Jones Lang LaSalle Limited (JLL) revalued the
collateral portfolio at GBP 359.7 million, which represents only a
moderate decline of 4.6% from Savills' original valuation. In
particular, JLL valued 1,649 units based on MVSTT and the remaining
63 units based on EUVSH. The key difference between the two
valuation approaches is that the EUVSH assumes that the property
will be used for social housing only whereas the MVSTT accounts for
the existing tenancy agreement. As a result, based on JLL's
valuation, the loan's rated LTV stood at 71.3% as of August 2024,
which is still below the cash trap covenant of 78.0%.

The stock is a mixture of houses (56% by value) and flats (44%) in
new purpose-built schemes dating from 2019. At issuance,
Morningstar DBRS determined the quality of the buildings to be
above average. The schemes are generally situated in good
residential locations, with the majority by market value located in
the South East (61.4%) and the East of England (11.4%). As of
August 2024, the units were fully occupied.

Most of the rented units are on a "starter lease" and are then
transferred to a periodic assured short hold tenancy after an
initial probationary period of 12 months, which is extendable to 18
months. Tenants in social housing typically occupy the units for
more than five years beyond the probationary period. Based on the
latest available servicer report, the contracted annual rent for
the portfolio stood at GBP 16.9 million as of August 2024, which
represents an 8.5% increase over the contracted annual rent of GBP
15.6 million as of August 2023. Meanwhile, NRI increased to GBP
12.6 million in August 2024 from GBP 11.9 million as of August
2023. As a result, the loan's rated debt yield (DY) also increased
slightly to 4.9% in August 2024 from 4.6% as of August 2023. The
leases are indexed to the consumer price index (CPI) plus 1% from
years one to six and to the CPI alone after year seven.

Morningstar DBRS increased its net cash flow (NCF) assumption to
GBP 10.5 million to reflect its initial indexed rental growth
projections of 1.5% p.a. In addition, Morningstar DBRS maintained
its stabilized cap rate assumption of 4.22%, which ultimately
translates to a Morningstar DBRS Value of GBP 249.9 million,
representing a 30.5% haircut to JLL's valuation dated October 2023.
Morningstar DBRS' rated LTV and rated DY are 102.3% and 4.11%,
respectively.

The initial loan maturity date is on 16 November 2026, with 20
one-year extension options available after that. Therefore, the
fully extended loan maturity date is on 15 November 2046. The legal
final maturity date of the notes is on 17 November 2051, five years
after the fully extended loan maturity date. Morningstar DBRS
believes that this provides sufficient time to enforce the loan
collateral and repay the bondholders, given the security structure
and jurisdiction of the underlying loan and properties.

On the closing date, the Issuer used GBP 5.7 million of the
proceeds from the issuance of the Class A notes to fund the Issuer
liquidity reserve (ILR), which can be used to cover interest
payment shortfalls through the Class A to D notes (the covered
notes). Morningstar DBRS calculates that the ILR can cover interest
payments on the covered notes up to 12 months, based on the
interest rate cap strike rate of 1%, or five months, based on the
Sonia cap of 4% payable on the notes after their expected maturity
date.

Notes: All figures are in British pound sterling unless otherwise
noted.

UK LOGISTICS 2024-2: DBRS Gives Prov. BB Rating to E Notes
----------------------------------------------------------
DBRS Ratings Limited assigned provisional credit ratings to the
following classes of notes to be issued by UK Logistics 2024-2 DAC
(the Issuer):

-- Class A at (P) AAA (sf)
-- Class B at (P) AA (low) (sf)
-- Class C at (P) A (low) (sf)
-- Class D at (P) BBB (low) (sf)
-- Class E at (P) BB (sf)

The trends on all classes are Stable.

CREDIT RATING RATIONALE

The transaction is a securitization of two floating-rate senior
commercial real estate loans. The Mileway facility of GBP [164.2]
million and the Indurent facility of GBP [225.2] million were
advanced to borrowers ultimately owned by Blackstone Real Estate
Partners (Blackstone or the Sponsor) by Bank of America Europe DAC
and Morgan Stanley Principal Funding, Inc. (Loan Sellers) in
connection with refinancing the acquisition of two logistics
portfolios comprising 4 million square feet (sf) of standing
logistics assets and 3 million sf of industrial outdoor storage
(IOS) assets in the United Kingdom, largely concentrated in the
South East, including the greater London area.

MILEWAY

The Mileway loan was advanced by the Loan Sellers to four borrowers
(the Mileway Borrowers) ultimately owned by Blackstone for the
purpose of refinancing existing indebtedness of the Mileway
Borrowers (and other members of the borrower group), refinancing
the acquisition of the Mileway property portfolio, for general
corporate purposes, and financing or refinancing the financing
costs. Each Borrower is a private limited liability company
incorporated under the laws of Jersey.

The collateral securing the loan comprises 24 urban logistics
assets (100% last mile) across five submarkets in the UK and
comprising 17 warehouses ([67]% of the portfolio's market value
(MV)) and seven IOS assets ([33]% MV). Of the portfolio value,
[39]% is in the South East, [27]% is in the North West, [23]% is in
Yorkshire, [9]% is in the Midlands, and [3]% is in Scotland.

Valuations prepared for the properties by JLL Valuation & Advisory
Services, LLC (JLL or the Valuer) in October 2024 concluded an
aggregate MV of the collateral at GBP [249.0] million, or GBP
[261.5] million when including the portfolio premium of 5%. The
loan-to-value (LTV) ratio based on those values equals [65.9]% and
[62.8]%, respectively.

As at the Cut-Off Date (31 July 2024), the 24 assets are [92.2]%
occupied across [4.6] million sf. The Mileway portfolio generated
GBP [13.4] millions of gross rental income (GRI) and GBP [13.0]
million of net operating income (NOI). When the total in-place GRI
is compared with the estimated market rent value (ERV) as per the
JLL valuation reports, the property portfolio is [18.3]%
under-rented by occupied area.

The borrowers indicated a budget of GBP [13.0] millions of
refurbishment capital expenditure (capex), which includes capex for
identified environmental, social, and governance (ESG) measures to
meet 15% carbon emission reduction targets and achieve at least an
EPC B rating for all assets, such as LED lighting upgrades,
installation of solar photovoltaic (PV) systems, modernization of
building insulation, and roofing. The majority of the units within
the portfolio (circa 60%) fall within the C to E rating category.

The portfolio has a weighted-average lease term to break (WALTb)
and to expiry (WALTe) of [4.9] years and [7.8] years, respectively.
The portfolio tenant base includes [32] unique tenants, with the
top 10 tenants accounting for [67.3]% of the rental income.

Morningstar DBRS' long-term sustainable net cash flow (NCF)
assumption for the Mileway portfolio is GBP [12.3] million per
annum (p.a.), which represents a haircut of [4.7]% to the in-place
portfolio's NOI at cut-off. Based on Morningstar DBRS' long-term
sustainable capitalization rate (cap rate) assumption of [7.0]%,
the resulting Morningstar DBRS value is GBP [176.4] million, which
reflects a haircut of [29.2]% to the JLL aggregate valuation.

There are no loan financial covenants applicable prior to a
permitted change of control (PCOC), but cash trap covenants are
applicable both prior to and post-PCOC. More precisely, the cash
trap levels are set as follows: the LTV ratio is greater than
[77.8]% and the debt yield (DY) is less than [6.7]%. After a PCOC,
the financial default covenants on the LTV and the DY will be
applicable; they are set, respectively, at the LTV ratio being
greater than the PCOC LTV [+15]%, and the higher of (1) [85]% of
PCOC DY, and (2) [85]% of Day 1 DY.

The Mileway loan is interest-only prior to a PCOC and carries a
floating rate, which is referenced to the Sterling Overnight Index
Average (Sonia) (floored at 0%) plus a margin that is a function of
the weighted average (WA) of the aggregate interest amounts payable
on the Mileway loan's notional share of the notes. Morningstar DBRS
understands that the borrowers will purchase an interest cap
agreement to hedge against increases in the interest payable under
the loan within [30] business days following the loan's utilization
date. The cap agreement will cover [100]% of the outstanding loan
balance with a strike rate of [3.5]% for the initial term of two
years. The borrowers are then required to purchase either a Sonia
cap or a swap agreement until the final repayment date. The
subsequent hedging transaction should cover [100]% of the
outstanding loan balance with a cap rate of the higher of: (1)
[3.5]%, and (2) the rate that ensures that, as at the date on which
the relevant hedging transaction is contracted, the projected
hedged interest coverage ratio (ICR) is not less than [1.25] times
(x). Should the hedging agreement take the form of interest rate
swaps, if the market prevailing swap (fixed leg) rate at that time
is lower than the higher of each of (1) and (2) above, as
applicable, such market prevailing swap (fixed leg) rate on the
date on which the relevant hedging transaction is contracted shall
constitute the hedging rate. Failure to comply with the required
hedging conditions outlined above will constitute a loan event of
default (EOD).

The Mileway loan has a term of five years, with a loan maturity
date on [February 15, 2030]. There are no extension options.

INDURENT

The Indurent loan was advanced by the Loan Sellers to five
borrowers (the Indurent Borrowers) ultimately owned by Blackstone
for the purpose of refinancing existing indebtedness of the
Indurent Borrowers (and other members of the borrower group),
refinancing the acquisition of the Indurent property portfolio, for
general corporate purposes, and financing or refinancing the
financing costs. Each Borrower is a private limited liability
company incorporated under the laws of either Jersey or England and
Wales.

The loan is backed by 39 urban logistics assets in six submarkets
in the UK, with [52]% by MV in the South East (including London and
Milton Keynes), [19]% in the North West (including Manchester and
Warrington), [10]% in the South West and Wales, [8]% in the
Midlands, [6]% in Yorkshire, and [6]% in Scotland. The Indurent
portfolio comprises multi-let estates ([59]% by MV) and mid-box
warehouses ([41]%).

Valuations prepared for the properties by JLL in October 2024
concluded an aggregate MV of the collateral at GBP [353.3] million,
or GBP [371.0] million when including the portfolio premium of 5%.
The LTV ratio based on those values equals to [63.8]% and [60.7]%,
respectively.

At the cut-off date, the portfolio generated GBP [17.2] million
in-place GRI and GBP [15.8] million NOI. When the total in-place
GRI is compared with the ERV as per the JLL valuation, the property
portfolio is [22.1]% under-rented by occupied area.

The portfolio offers a total of [2.5] million sf and is currently
[82.7]% occupied by 207 tenants. The vacancy is concentrated in
five assets, which were developed or refurbished in late 2023/2024
and are currently being marketed. The Indurent portfolio benefits
from a diversified income stream, with the largest tenant
accounting for [4.9]% of portfolio GRI, while the largest 10
tenants represent [29.5]% of portfolio GRI. The WALTb and WALTe of
the portfolio are [4.3] years and [5.5] years, respectively.

The borrowers indicated a budget of GBP [18.0] millions of
refurbishment capex, which includes capex for identified ESG
measures to meet 15% carbon emission reduction targets and achieve
at least an EPC B rating for all assets such as window upgrades,
LED lighting upgrades, installation of solar PVs, modernization of
building insulation, and roofing. The majority of the units within
the portfolio (circa [80]%) fall within the C to E rating
category.

Morningstar DBRS' NCF assumption for the property portfolio is GBP
[16.3] million p.a., which is [3.3]% higher than the in-place
portfolio's NOI at cut-off. Based on Morningstar DBRS' long-term
sustainable cap rate assumption of [6.5]%, the resulting
Morningstar DBRS value is GBP [250.5] million, which reflects a
haircut of [29.1]% to the JLL valuation.

There are no loan financial covenants applicable prior to a PCOC,
but cash trap covenants are applicable both prior to and post-PCOC.
More precisely, the cash trap levels are set as follows: the LTV
ratio is greater than [75.7]% and the DY is less than [6.0]%. After
a PCOC, the financial default covenants on the LTV and the DY will
be applicable; they are set, respectively, at the LTV ratio being
greater than the PCOC LTV [+15]%, and at the higher of (1) [85]% of
PCOC DY, and (2) [85]% of Day 1 DY.

The Indurent loan is interest-only prior to a PCOC and carries a
floating rate, which is referenced to Sonia (floored at 0%) plus a
margin that is a function of the WA of the aggregate interest
amounts payable on the notes. Morningstar DBRS understands that the
borrowers will purchase an interest cap agreement to hedge against
increases in the interest payable under the loan within [30]
business days following the loan's utilization date. The cap
agreement will cover [100]% of the outstanding loan balance with a
strike rate of [2.5]% for the initial term of two years. The
borrowers are then required to purchase either a Sonia cap or a
swap agreement until the final repayment date. The subsequent
hedging transaction should cover [100]% of the outstanding loan
balance with a cap/swap rate of the higher of: (1) [2.5]%, and (2)
the rate that ensures that, as at the date on which the relevant
hedging transaction is contracted, the projected hedged ICR is not
less than [1.25]x. Should the hedging agreement take the form of
interest rate swaps, if the market prevailing swap (fixed leg) rate
at that time is lower than the higher of each of (1) and (2) above,
as applicable, such market prevailing swap (fixed leg) rate on the
date on which the relevant hedging transaction is contracted shall
constitute the hedging rate. Failure to comply with the required
hedging conditions outlined above will constitute an EOD.

The Indurent loan has a term of five years, with a loan maturity
date on [15 February 2030]. There are no extension options.

The Borrowers under the relevant loan can dispose of any asset
securing the loans by repaying a release price of [100]% of the
allocated loan amount (ALA) of that property up to the
first-release price threshold, which equals [10]% of the initial
portfolio valuation. Once the first-release price threshold is met,
the release price will be [105]% of the ALA up to the
second-release price threshold, which equals [20]% of the initial
portfolio valuation. The release price will be [110]% of the ALA
thereafter. On or after the occurrence of a PCOC, the release price
applicable on the disposal of a property will be [115]% of the ALA
of that property.

The transaction benefits from a liquidity facility of GBP [19.0]
million, which equals [7.1]% of the total outstanding balance of
the covered notes and will be provided by Bank of America, N.A.,
London Branch. The liquidity facility can be used to cover interest
shortfalls on the Class A, Class B, and Class C notes (the covered
notes). Morningstar DBRS estimates that the liquidity facility will
cover approximately [17] months of interest payments on the covered
notes, based on the hedging conditions for the two loans described
above or approximately [12] months of coverage based on the [5.0]%
Sonia cap after the expected note maturity date in [2030]. The
liquidity facility will be reduced based on note amortization, if
any.

The Class D notes and the Class E notes are subject to an available
funds cap where the shortfall is attributable to an increase on the
WA margin payable on the notes (however arising) or to a final
recovery determination of the loan.

The legal final maturity of the notes is on [February 17, 2035],
[five] years after the loans' maturity dates. Morningstar DBRS
believes that this provides sufficient time to enforce the loan
collateral and repay the bondholders, given the security structure
and jurisdiction of the underlying loans.

To satisfying the applicable risk retention requirements, Morgan
Stanley Principal Funding, Inc. will advance an Issuer Loan to the
Issuer, representing not less than 5% of the total securitized
balance.

Morningstar DBRS' credit ratings on the Class A, Class B, Class C,
Class D, and Class E notes to be issued by the Issuer address the
credit risk associated with the identified financial obligations in
accordance with the relevant transaction documents. The associated
financial obligations are the initial principal amounts and the
interest amounts.

Notes: All figures are in British pound sterling unless otherwise
noted.


                           *********


S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter-Europe is a daily newsletter co-
published by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Marites O. Claro, Rousel Elaine T. Fernandez, Joy A. Agravante,
Julie Anne L. Toledo, Ivy B. Magdadaro, and Peter A. Chapman,
Editors.

Copyright 2024.  All rights reserved.  ISSN 1529-2754.

This material is copyrighted and any commercial use, resale or
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