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Rating Action:

Moody's confirms ratings on 30 tranches in 10 UK RMBS transactions and places on review for downgrade 2 tranches in one UK RMBS transaction sponsored by Co-operative Bank plc

24 Feb 2014

London, 24 February 2014 -- Moody's Investors Service has today confirmed the ratings in 10 UK residential mortgage backed securities (RMBS) transactions sponsored by Co-Operative Bank plc ("Co-operative") following the execution of restructuring proposals on or around 17 January 2013. At the same time, Moody's placed on review for downgrade the ratings of junior Class C notes in the Leek Finance Number Eighteen plc transaction due to exposure to The Royal Bank of Scotland plc as a swap provider.

Today's rating action concludes the reviews for downgrade initiated by Moody's on 16 May 2013 and 12 July 2013 following the downgrade of Co-operative Bank plc to Ba3/NP from A3/P-2 on 9 May 2013 and to Caa1/NP from Ba3/NP on 18 June 2013. All affected ratings are listed towards the end of the press release.

RATINGS RATIONALE

Today's rating action follows the restructuring of the transactions and is mainly driven by the assessment of their exposure to (1) payment disruption risk and (2) swap counterparty risk. Moody's has confirmed ratings across 10 transactions sponsored by Co-operative because the structural features introduced during the restructuring have sufficiently mitigated the payment disruption risk. At the same time, Moody's has placed on review for downgrade junior Class C notes in the Leek Finance Number Eighteen Plc transaction due to the swap counterparty risk. These 10 transactions are performing in line with expectations and Moody's has maintained its lifetime loss assumptions.

PAYMENT DISRUPTION RISK

The restructuring has mitigated payment disruption risk by appointing back-up counterparties and by adding structural features to maintain payment continuity over the transfer period. In particular, the appointments included (1) Homeloan Management Limited ("HML", NR) as back-up servicer, (2) Citibank, N.A. (London Branch) ("Citibank", A2 / (P)P-1) as back-up cash manager; and (3) Structured Finance Management Limited ("SFM", NR) as back-up servicer facilitator and back-up cash manager facilitator (except in the case of Silk Road Finance Number Two Plc and Silk Road Finance Number Three Plc where SFM was already fulfilling those roles prior to the restructuring).

To ensure payment continuity over the transfer period the terms and conditions of the notes contain estimation language whereby the cash manager will estimate the cash flows from the three most recent servicer reports should a current servicer report not be available. In the Leek Finance series, if Platform Funding Limited as administrator fails to provide the administration report on the 5th business day before an interest payment date ("IPD"), Citibank will then become replacement cash manager on the business day immediately preceding such IPD. In the Silk Road Finance series and Cambric Finance Number One Plc, Co-operative's failure as cash manager to deliver the irrevocable payment instruction on an IPD will prompt Citibank's appointment 3 business days after such IPD. In both cases the cash manager termination will allow sufficient time for Citibank as replacement cash manager to apply estimation language if required and perform the cash management functions before the end of the grace of period of the notes. Additionally, the transactions benefit from sufficient liquidity to enable Citibank to cover the full period of servicer disruption.

Moody's consider that the back-up arrangements are warm and in line with our Global Structured Finance Operational Risk Guidelines. Moody's understands that HML has already conducted an onsite operational review of Co-operative and performed an initial mapping of the servicer's data systems. HML is also expected to finish (1) reviewing Co-operative's computer hardware, (2) producing data mapping specifications and (3) writing the requisite IT programmes necessary to read the files in its systems, in each case within the first 60 days of its appointment. During the stand-by period, Citibank as back-up cash manager will perform a parallel run and verify the accuracy of the investor reports prepared by Co-operative as cash manager.

SFM as back-up servicer facilitator will use best efforts to identify, within 60 days, a suitable back-up servicer on behalf of the relevant issuer should HML not be rated by Moody's or have a rating lower than Baa3 at the time it becomes replacement servicer. Similarly, if Citibank is not rated at least Baa3 on or after its appointment as replacement cash manager, SFM as back-up cash manager facilitator will use its best efforts to identify a suitable new back-up cash manager.

SWAP COUNTERPARTY RISK

Moody's placed on review for downgrade two Class C notes in the Leek Finance Number Eighteen Plc transaction due to the exposure to the Royal Bank of Scotland plc ("RBS, A3, on review for possible downgrade / P-2) as swap counterparty.

RBS provides a basis swap and separate cross currency swaps for the non-sterling notes. Whilst Moody's has determined that the linkage to RBS has no rating impact on Class A2, Class M and Class B Notes given the significant amount of credit enhancement supporting the notes, the Class C Notes are exposed to losses in the event of a swap counterparty default due to their junior ranking in the capital structure.

As part of its review, Moody's will take into account various factors such as 1) the rating RBS; 2) the rating trigger provisions in the swaps; 3) the type and tenor of the swap; 4) the amount of credit enhancement supporting the notes; 5) the size of the notes; and 6) the rating of the notes before linkage. Moody's will apply its updated approach to assessing linkage to swap counterparties in structured finance cash flow transactions:"Approach to Assessing Swap Counterparties in Structured Finance Cash Flow Transactions" published on 12 November 2013 to conclude the review.

The principal methodology used in these ratings was Moody's Approach to Rating RMBS Using the Milan Framework published in November 2013. Please see the Credit Policy page on www.moodys.com for a copy of this methodology.

LIST OF AFFECTED RATINGS

Issuer: Cambric Finance Number One Plc

....GBP1448.5M A Certificate, Confirmed at Aaa (sf); previously on Jul 12, 2013 Aaa (sf) Placed Under Review for Possible Downgrade

Issuer: Leek Finance Number Seventeen PLC

....GBP270M A2a Notes, Confirmed at Aaa (sf); previously on May 16, 2013 Aaa (sf) Placed Under Review for Possible Downgrade

....US$462M A2b Notes, Confirmed at Aaa (sf); previously on May 16, 2013 Aaa (sf) Placed Under Review for Possible Downgrade

....EUR365M A2c Notes, Confirmed at Aaa (sf); previously on May 16, 2013 Aaa (sf) Placed Under Review for Possible Downgrade

....GBP22M Ba Notes, Confirmed at Aa2 (sf); previously on May 16, 2013 Aa2 (sf) Placed Under Review for Possible Downgrade

....EUR39.5M Bc Notes, Confirmed at Aa2 (sf); previously on May 16, 2013 Aa2 (sf) Placed Under Review for Possible Downgrade

....EUR48M Cc Notes, Confirmed at A2 (sf); previously on May 16, 2013 A2 (sf) Placed Under Review for Possible Downgrade

....EUR105.6M Mc Notes, Confirmed at Aa1 (sf); previously on May 16, 2013 Aa1 (sf) Placed Under Review for Possible Downgrade

Issuer: Leek Finance Number Eighteen PLC

....GBP171.1M A2a Notes, Confirmed at Aaa (sf); previously on May 16, 2013 Aaa (sf) Placed Under Review for Possible Downgrade

....US$475M A2b Notes, Confirmed at Aaa (sf); previously on May 16, 2013 Aaa (sf) Placed Under Review for Possible Downgrade

....EUR128M A2c Notes, Confirmed at Aaa (sf); previously on May 16, 2013 Aaa (sf) Placed Under Review for Possible Downgrade

....US$350M A2d Notes, Confirmed at Aaa (sf); previously on May 16, 2013 Aaa (sf) Placed Under Review for Possible Downgrade

....GBP25.9M Ba Notes, Confirmed at Aa3 (sf); previously on May 16, 2013 Aa3 (sf) Placed Under Review for Possible Downgrade

....EUR26M Bc Notes, Confirmed at Aa3 (sf); previously on May 16, 2013 Aa3 (sf) Placed Under Review for Possible Downgrade

....GBP6M Ca Notes, A3 (sf) Placed Under Review for Possible Downgrade; previously on Nov 15, 2011 Upgraded to A3 (sf)

....EUR49M Cc Notes, A3 (sf) Placed Under Review for Possible Downgrade; previously on Nov 15, 2011 Upgraded to A3 (sf)

....GBP12.5M Ma Notes, Confirmed at Aa1 (sf); previously on May 16, 2013 Aa1 (sf) Placed Under Review for Possible Downgrade

....EUR83.7M Mc Notes, Confirmed at Aa1 (sf); previously on May 16, 2013 Aa1 (sf) Placed Under Review for Possible Downgrade

Issuer: Leek Finance Number Nineteen PLC

....GBP110M A2a Notes, Confirmed at Aaa (sf); previously on May 16, 2013 Aaa (sf) Placed Under Review for Possible Downgrade

....US$624.1M A2b Notes, Confirmed at Aaa (sf); previously on May 16, 2013 Aaa (sf) Placed Under Review for Possible Downgrade

....EUR124.5M A2c Notes, Confirmed at Aaa (sf); previously on May 16, 2013 Aaa (sf) Placed Under Review for Possible Downgrade

....GBP12M Ba Notes, Confirmed at Aa3 (sf); previously on May 16, 2013 Aa3 (sf) Placed Under Review for Possible Downgrade

....EUR51M Bc Notes, Confirmed at Aa3 (sf); previously on May 16, 2013 Aa3 (sf) Placed Under Review for Possible Downgrade

....GBP6M Ca Notes, Affirmed A3 (sf); previously on Nov 15, 2011 Upgraded to A3 (sf)

....EUR32.9M Cc Notes, Affirmed A3 (sf); previously on Nov 15, 2011 Upgraded to A3 (sf)

....GBP13M Da Notes, Affirmed Baa3 (sf); previously on Nov 15, 2011 Upgraded to Baa3 (sf)

....EUR6.7M Dc Notes, Affirmed Baa3 (sf); previously on Nov 15, 2011 Upgraded to Baa3 (sf)

....GBP23M Ma Notes, Confirmed at Aa1 (sf); previously on May 16, 2013 Aa1 (sf) Placed Under Review for Possible Downgrade

....EUR68M Mc Notes, Confirmed at Aa1 (sf); previously on May 16, 2013 Aa1 (sf) Placed Under Review for Possible Downgrade

Issuer: Leek Finance Number Twenty PLC

....GBP1489M A Notes, Confirmed at Aaa (sf); previously on May 16, 2013 Aaa (sf) Placed Under Review for Possible Downgrade

Issuer: Leek Finance Number Twenty One PLC

....GBP1017.7M A Notes, Confirmed at Aaa (sf); previously on May 16, 2013 Aaa (sf) Placed Under Review for Possible Downgrade

Issuer: Leek Finance Number Twenty Two PLC

....GBP395.8M A Notes, Confirmed at Aaa (sf); previously on May 16, 2013 Aaa (sf) Placed Under Review for Possible Downgrade

Issuer: Silk Road Finance Number One PLC

....GBP2500M A1 Certificate, Confirmed at Aaa (sf); previously on May 16, 2013 Aaa (sf) Placed Under Review for Possible Downgrade

Issuer: Silk Road Finance Number Two PLC

....EUR500M Aa Certificate, Confirmed at Aaa (sf); previously on May 16, 2013 Aaa (sf) Placed Under Review for Possible Downgrade

....GBP275M Ab Certificate, Confirmed at Aaa (sf); previously on May 16, 2013 Aaa (sf) Placed Under Review for Possible Downgrade

Issuer: Silk Road Finance Number Three PLC

....GBP650M A Certificate, Confirmed at Aaa (sf); previously on Jul 12, 2013 Aaa (sf) Placed Under Review for Possible Downgrade

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

Factors or circumstances that could lead to an upgrade of the ratings are performance of the underlying collateral that is better than Moody's expected and would lead to lower MILAN CE or EL assumptions, deleveraging of the capital structure and improvements in the credit quality of the transaction counterparties.

Factors or circumstances that could lead to a downgrade of the ratings are performance of the underlying collateral that is worse than Moody's expected, deterioration in the notes available credit enhancement and deterioration in the credit quality of the transaction counterparties.

REGULATORY DISCLOSURES

For further specification of Moody's key rating assumptions and sensitivity analysis, see the sections Methodology Assumptions and Sensitivity to Assumptions of the disclosure form.

Moody's did not receive or take into account a third-party assessment on the due diligence performed regarding the underlying assets or financial instruments related to the monitoring of these transactions in the past six months.

The analysis relies on an assessment of collateral characteristics to determine the collateral loss distribution, that is, the function that correlates to an assumption about the likelihood of occurrence to each level of possible losses in the collateral. As a second step, Moody's evaluates each possible collateral loss scenario using a model that replicates the relevant structural features to derive payments and therefore the ultimate potential losses for each rated instrument. The loss a rated instrument incurs in each collateral loss scenario, weighted by assumptions about the likelihood of events in that scenario occurring, results in the expected loss of the rated instrument.

Moody's did not use any stress scenario simulations in its analysis.

For ratings issued on a program, series or category/class of debt, this announcement provides certain regulatory disclosures in relation to each rating of a subsequently issued bond or note of the same series or category/class of debt or pursuant to a program for which the ratings are derived exclusively from existing ratings in accordance with Moody's rating practices. For ratings issued on a support provider, this announcement provides certain regulatory disclosures in relation to the rating action on the support provider and in relation to each particular rating action for securities that derive their credit ratings from the support provider's credit rating. For provisional ratings, this announcement provides certain regulatory disclosures in relation to the provisional rating assigned, and in relation to a definitive rating that may be assigned subsequent to the final issuance of the debt, in each case where the transaction structure and terms have not changed prior to the assignment of the definitive rating in a manner that would have affected the rating. For further information please see the ratings tab on the issuer/entity page for the respective issuer on www.moodys.com.

For any affected securities or rated entities receiving direct credit support from the primary entity(ies) of this rating action, and whose ratings may change as a result of this rating action, the associated regulatory disclosures will be those of the guarantor entity. Exceptions to this approach exist for the following disclosures, if applicable to jurisdiction: Ancillary Services, Disclosure to rated entity, Disclosure from rated entity.

Regulatory disclosures contained in this press release apply to the credit rating and, if applicable, the related rating outlook or rating review.

Please see www.moodys.com for any updates on changes to the lead rating analyst and to the Moody's legal entity that has issued the rating.

Please see the ratings tab on the issuer/entity page on www.moodys.com for additional regulatory disclosures for each credit rating.

Lyudmila Udot
Asst Vice President - Analyst
Structured Finance Group
Moody's Investors Service Ltd.
One Canada Square
Canary Wharf
London E14 5FA
United Kingdom
JOURNALISTS: 44 20 7772 5456
SUBSCRIBERS: 44 20 7772 5454

Michelangelo Margaria
VP - Sr Credit Officer/Manager
Structured Finance Group
Telephone:+39-02-9148-1100

Emily Rombeau
Associate Analyst
Structured Finance Group
JOURNALISTS: 44 20 7772 5456
SUBSCRIBERS: 44 20 7772 5454

Releasing Office:
Moody's Investors Service Ltd.
One Canada Square
Canary Wharf
London E14 5FA
United Kingdom
JOURNALISTS: 44 20 7772 5456
SUBSCRIBERS: 44 20 7772 5454

Moody's confirms ratings on 30 tranches in 10 UK RMBS transactions and places on review for downgrade 2 tranches in one UK RMBS transaction sponsored by Co-operative Bank plc
No Related Data.
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