Fitch Ratings has downgraded and withdrawn the rating on one class of notes issued by Marathon Structured Funding I, LLC. (Marathon I), as follows:

--$83,304,054 class A-1 notes to 'Dsf' from 'Csf' and withdrawn.

KEY RATING DRIVERS

The rating action on the class A-1 notes is due to the insufficient distribution proceeds from liquidation available to pay in full the outstanding balance of this class. As such, their rating was downgraded to 'Dsf' and subsequently withdrawn.

Marathon I entered an Event of Default on Oct. 15, 2008 after the class A-1 overcollateralization ratio fell below 103%. In December 2013, at the direction of 100% of the noteholders, the Trustee declared the principal of the class A-1 notes to be immediately due and subsequently liquidated the transaction. The underlying collateral was distributed in-kind to the class A-1 noteholders in accordance with the written direction received from such holders.

The collateral, including funds available to be distributed on the final payment date on Dec. 30, 2013 was insufficient to cover the class A-1 notes' outstanding balance in full. The remaining collections of $0.3 million were distributed to pay miscellaneous administrative fees and collateral expenses. Following these payments, there were no funds available to pay the class A-1 notes.

Marathon I was a structured finance collateralized debt obligation (SF CDO) that closed in March 2005 and was managed by Marathon Asset Management, LLC. Before the December 2013 liquidation, Marathon I's underlying portfolio was composed of approximately 69.4% subprime residential mortgage-backed securities (RMBS), and 30.6% of SF CDOs.

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

Applicable Criteria and Related Research:

--'Global Structured Finance Rating Criteria' (May 24, 2013);

--'Global Rating Criteria for Structured Finance CDOs' (Sept. 12, 2013).

Applicable Criteria and Related Research:

Global Structured Finance Rating Criteria

http://www.fitchratings.com/creditdesk/reports/report_frame.cfm?rpt_id=708661

Global Rating Criteria for Structured Finance CDOs

http://www.fitchratings.com/creditdesk/reports/report_frame.cfm?rpt_id=718027

Additional Disclosure

Solicitation Status

http://www.fitchratings.com/gws/en/disclosure/solicitation?pr_id=816658

ALL FITCH CREDIT RATINGS ARE SUBJECT TO CERTAIN LIMITATIONS AND DISCLAIMERS. PLEASE READ THESE LIMITATIONS AND DISCLAIMERS BY FOLLOWING THIS LINK: HTTP://FITCHRATINGS.COM/UNDERSTANDINGCREDITRATINGS. IN ADDITION, RATING DEFINITIONS AND THE TERMS OF USE OF SUCH RATINGS ARE AVAILABLE ON THE AGENCY'S PUBLIC WEBSITE 'WWW.FITCHRATINGS.COM'. PUBLISHED RATINGS, CRITERIA AND METHODOLOGIES ARE AVAILABLE FROM THIS SITE AT ALL TIMES. FITCH'S CODE OF CONDUCT, CONFIDENTIALITY, CONFLICTS OF INTEREST, AFFILIATE FIREWALL, COMPLIANCE AND OTHER RELEVANT POLICIES AND PROCEDURES ARE ALSO AVAILABLE FROM THE 'CODE OF CONDUCT' SECTION OF THIS SITE. FITCH MAY HAVE PROVIDED ANOTHER PERMISSIBLE SERVICE TO THE RATED ENTITY OR ITS RELATED THIRD PARTIES. DETAILS OF THIS SERVICE FOR RATINGS FOR WHICH THE LEAD ANALYST IS BASED IN AN EU-REGISTERED ENTITY CAN BE FOUND ON THE ENTITY SUMMARY PAGE FOR THIS ISSUER ON THE FITCH WEBSITE.

Fitch Ratings
Primary Surveillance Analyst
Barbara M. Burdzy
Director
+1-212-908-0813
Fitch Ratings, Inc.
One State Street Plaza
New York, NY 10004
or
Committee Chairperson
Alina Pak
Senior Director
+1-312-368-3184
or
Media Relations:
Sandro Scenga, New York, +1 212-908-0278
Email: sandro.scenga@fitchratings.com