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Rating Action:

Moody's downgrades 20 student loan revenue bonds issued by Mississippi Higher Education Assistance Corporation

10 May 2012

Approximately $568.1 million of asset-backed securities affected

New York, May 10, 2012 -- Moody's Investors Service downgraded 20 classes of senior bonds issued by Mississippi Higher Education Assistance Corporation ("the Corporation") under a master indenture established as of July 1, 1999. The underlying collateral consists of a pool of Federal Family Education Loan Program (FFELP) student loans that are guaranteed by the Department of Education for a minimum of 97% of defaulted principal and accrued interest.

RATINGS:

The complete actions are as follows:

Issuer: Mississippi Higher Education Assistance Corporation (1999 Indenture)

Senior 99A-1, Downgraded to Ba1 (sf); previously on Oct 17, 2011 Aaa (sf) Placed Under Review for Possible Downgrade

Senior 99A-3, Downgraded to Ba1 (sf); previously on Oct 17, 2011 Aaa (sf) Placed Under Review for Possible Downgrade

Senior 2000-A-1, Downgraded to Ba1 (sf); previously on Oct 17, 2011 Aaa (sf) Placed Under Review for Possible Downgrade

Senior 2000A-2, Downgraded to Ba1 (sf); previously on Oct 17, 2011 Aaa (sf) Placed Under Review for Possible Downgrade

Senior 2000A-3, Downgraded to Ba1 (sf); previously on Oct 17, 2011 Aaa (sf) Placed Under Review for Possible Downgrade

Senior 2000A-4, Downgraded to Ba1 (sf); previously on Oct 17, 2011 Aaa (sf) Placed Under Review for Possible Downgrade

Senior 2001-A-1, Downgraded to Ba1 (sf); previously on Oct 17, 2011 Aaa (sf) Placed Under Review for Possible Downgrade

Sr. 2003-A-1, Downgraded to Ba1 (sf); previously on Oct 17, 2011 Aaa (sf) Placed Under Review for Possible Downgrade

Sr. 2003-A-2, Downgraded to Ba1 (sf); previously on Oct 17, 2011 Aaa (sf) Placed Under Review for Possible Downgrade

2003A-3, Downgraded to Ba1 (sf); previously on Oct 17, 2011 Aaa (sf) Placed Under Review for Possible Downgrade

2004A-2, Downgraded to Ba1 (sf); previously on Oct 17, 2011 Aaa (sf) Placed Under Review for Possible Downgrade

2004A-3, Downgraded to Ba1 (sf); previously on Oct 17, 2011 Aaa (sf) Placed Under Review for Possible Downgrade

2004A-4, Downgraded to Ba1 (sf); previously on Oct 17, 2011 Aaa (sf) Placed Under Review for Possible Downgrade

2005A-1, Downgraded to Ba1 (sf); previously on Oct 17, 2011 Aaa (sf) Placed Under Review for Possible Downgrade

2005A-2, Downgraded to Ba1 (sf); previously on Oct 17, 2011 Aaa (sf) Placed Under Review for Possible Downgrade

2005A-3, Downgraded to Ba1 (sf); previously on Oct 17, 2011 Aaa (sf) Placed Under Review for Possible Downgrade

2005A-4, Downgraded to Ba1 (sf); previously on Oct 17, 2011 Aaa (sf) Placed Under Review for Possible Downgrade

2005A-5, Downgraded to Ba1 (sf); previously on Oct 17, 2011 Aaa (sf) Placed Under Review for Possible Downgrade

2006A-1, Downgraded to Ba1 (sf); previously on Oct 17, 2011 Aaa (sf) Placed Under Review for Possible Downgrade

2006A-2, Downgraded to Ba1 (sf); previously on Oct 17, 2011 Aaa (sf) Placed Under Review for Possible Downgrade

RATINGS RATIONALE

Moody's downgraded the bonds because of insufficient credit enhancement including overcollateralization, cash in the trust accounts and excess spread necessary to protect the investors against losses due to the negative excess spread generated in high interest rate cash flow scenarios. The application of high interest rate and higher default rates in various cash flow scenarios under the "Moody's Approach to Rating Securities Backed by FFELP Student Loans" methodology, published on April 2, also contributed to the downgrade of the senior bonds.

Negative excess spread erodes the collateral base by using principal collections to cover interest shortfalls, thus causing further reduction in excess spread. Although both total parity, i.e. the ratio of total assets to total liabilities, and senior parity, i.e. the ratio of total assets to total senior liabilities, were high at 110.50% and 125.42%, respectively, as of the March 31, 2012, reporting date, the higher parity levels are not sufficient to cover the significant parity erosion due to the negative excess spread, which was approximately -1.4% and -2.4% per annum in our expected and Baa stress cash flow scenarios, respectively. In addition, the excess spread is very sensitive to the level of interest rate tested in the cash flow scenarios. As of the March 31, 2012 reporting date, 43% of the transaction liability was funded by tax-exempt auction rate securities. Because the coupon payments for tax-exempt auction rate securities are a multiple of an interest rate index while the asset yield is equal to an index plus a spread, the transaction will have a disproportionate increase in the coupon payments as compared to the asset yield in a higher interest rate scenario, leading to lower excess spread in high interest rate scenario.

The downgrades of some senior bonds are also prompted by the lack of the mandatory redemption provisions in the transaction's documents. The Corporation can choose when to pay down the bonds and which bonds to pay down, subject to the maintenance of the total and senior parity requirements for the redemption of the subordinate bonds. In the absence of mandatory redemption, the Corporation can choose to keep the cash collections without paying down bonds. Because the interest earnings on the cash are much lower than the coupon payments on the bonds, thus accumulated cash will reduce the transaction's excess spread, which will lead to a decline in parity and the eventual principal default on the legal maturity dates. To address such risk, we assumed in our cash flow scenarios that the Corporation will hold cash collections for a few years before using them to pay down the bonds.

The principal methodology used in these rating actions was "Moody's Approach to Rating Securities Backed by FFELP Student Loans", published on April 2, 2012, and is available at www.moodys.com in the Rating methodologies subdirectory under the Research & Ratings tab. Other methodologies and factors that may have been considered in the process of rating this issue can also be found in the Rating Methodologies sub-directory on Moody's website.

The performance expectations for a given variable indicate Moody's forward-looking view of the likely range of performance over the medium term. From time to time, Moody's may, if warranted, change these expectations. Performance that falls outside the given range may indicate that the collateral's credit quality is stronger or weaker than Moody's had anticipated when the related securities ratings were issued. Even so, a deviation from the expected range will not necessarily result in a rating action nor does performance within expectations preclude such actions. The decision to take (or not take) a rating action is dependent on an assessment of a range of factors including, but not exclusively, the performance metrics. Primary sources of uncertainty with regard to excess spread are increased basis risk. Ratings on Class A would not be upgraded if spread between LIBOR index on the liability side and the 1 month LIBOR index on the asset side is 10 bps lower, or downgraded if the spread is 10 bps higher.

To assess rating implications of the higher expected losses, each individual transaction was run through a variety of stress scenarios using the Structured Finance Workstation® (SFW), a cash flow model developed by Moody's Wall Street Analytics.

REGULATORY DISCLOSURE:

Although this credit rating has been issued in a non-EU country which has not been recognized as endorsable at this date, this credit rating is deemed "EU qualified by extension" and may still be used by financial institutions for regulatory purposes until 31 January 2012. ESMA may extend the use of credit ratings for regulatory purposes in the European Community for three additional months, until 30 April 2012, if ESMA decides that exceptional circumstances arise that may imply potential market disruption or financial instability. Further information on the EU endorsement status and on the Moody's office that has issued a particular Credit Rating is available on www.moodys.com.

For ratings issued on a program, series or category/class of debt, this announcement provides relevant 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 relevant 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 relevant 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.

Moody's Investors Service did not receive or take into account a third party due diligence report on the underlying assets or financial instruments related to the monitoring of this transaction in the past 6 months.

Information sources used to prepare the credit rating are the following: parties involved in the ratings, confidential and proprietary Moody's Investors Service information, and confidential and proprietary Moody's Analytics information.

Moody's Investors Service considers the quality of information available on the issuer or obligation satisfactory for the purposes of maintaining a credit rating.

Moody's adopts all necessary measures so that the information it uses in assigning a rating is of sufficient quality and from sources Moody's considers to be reliable including, when appropriate, independent third-party sources. However, Moody's is not an auditor and cannot in every instance independently verify or validate information received in the rating process.

Please see the ratings disclosure page on www.moodys.com for general disclosure on potential conflicts of interests.

Please see the ratings disclosure page on www.moodys.com for information on (A) MCO's major shareholders (above 5%) and for (B) further information regarding certain affiliations that may exist between directors of MCO and rated entities as well as (C) the names of entities that hold ratings from MIS that have also publicly reported to the SEC an ownership interest in MCO of more than 5%. A member of the board of directors of this rated entity may also be a member of the board of directors of a shareholder of Moody's Corporation; however, Moody's has not independently verified this matter.

Please see Moody's Rating Symbols and Definitions on the Rating Process page on www.moodys.com for further information on the meaning of each rating category and the definition of default and recovery.

Please see ratings tab on the issuer/entity page on www.moodys.com for the last rating action and the rating history.

The date on which some ratings were first released goes back to a time before Moody's ratings were fully digitized and accurate data may not be available. Consequently, Moody's provides a date that it believes is the most reliable and accurate based on the information that is available to it. Please see the ratings disclosure page on our website www.moodys.com for further information.

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 disclosure page on www.moodys.com for general disclosure on potential conflicts of interests.

Please see the ratings disclosure page on www.moodys.com for information on (A) MCO's major shareholders (above 5%) and for (B) further information regarding certain affiliations that may exist between directors of MCO and rated entities as well as (C) the names of entities that hold ratings from MIS that have also publicly reported to the SEC an ownership interest in MCO of more than 5%. A member of the board of directors of this rated entity may also be a member of the board of directors of a shareholder of Moody's Corporation; however, Moody's has not independently verified this matter.

Please see Moody's Rating Symbols and Definitions on the Rating Process page on www.moodys.com for further information on the meaning of each rating category and the definition of default and recovery.

Please see ratings tab on the issuer/entity page on www.moodys.com for the last rating action and the rating history.

The date on which some ratings were first released goes back to a time before Moody's ratings were fully digitized and accurate data may not be available. Consequently, Moody's provides a date that it believes is the most reliable and accurate based on the information that is available to it. Please see the ratings disclosure page on our website www.moodys.com for further information.

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.

JingJing Dang
Asst Vice President - Analyst
Structured Finance Group
Moody's Investors Service, Inc.
250 Greenwich Street
New York, NY 10007
U.S.A.
JOURNALISTS: 212-553-0376
SUBSCRIBERS: 212-553-1653

Irina Faynzilberg
VP - Senior Credit Officer
Structured Finance Group
JOURNALISTS: 212-553-0376
SUBSCRIBERS: 212-553-1653

Releasing Office:
Moody's Investors Service, Inc.
250 Greenwich Street
New York, NY 10007
U.S.A.
JOURNALISTS: 212-553-0376
SUBSCRIBERS: 212-553-1653

Moody's downgrades 20 student loan revenue bonds issued by Mississippi Higher Education Assistance Corporation
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