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���������ֳ�-London-01 August 2016: This announcement replaces the version published on 6 August 2015, which incorrectly stated the rating Outlooks on the class D notes in Southern Pacific Financing 04-A Plc and the class B notes in Southern Pacific Securities 04-1 Plc.

���������ֳ� has upgraded three tranches of the Southern Pacific Financing (SPF) and Southern Pacific Securities (SPS) series and affirmed 49 tranches. The series comprises nine UK non-conforming RMBS transactions originated by Southern Pacific Mortgage Limited. A full list of rating actions is below.

KEY RATING DRIVERS
Strong Credit Enhancement
The upgrade of SPF 05-B's class D and E notes and SPS 05-2's class D1a notes reflects their robust available credit enhancement. Protection is provided by fully funded and non-amortising reserve funds of GBP4.56m and GBP2.55m, respectively.

Stable/Improving Asset Performance
Across the series, late stage arrears (loans with more than three monthly instalments overdue) are higher than in the UK Non-Conforming RMBS Index, which stands at 9.9% of the outstanding pool balance. In particular, late delinquencies span from 12.2% (SPF 04-A to) to 28.1% (SPS 05-3). In six of the nine transactions, performance has improved over the past 12 months. Reductions in late arrears were between 3.3 pp (SPS 04-1) and 0.4 pp (SPS 5-1). Conversely, SPS 04-2 has worsened, with late arrears up by 2% since the last review.

Cumulative repossessions have been broadly stable over the past 12 months with a maximum increase of 38 basis points in SPF 06-A. Repossessed properties are currently reported between 6.9% (SPF 04-A) and 17.7% (SPS 05-3) of the original portfolio balance, while the Index stands at 10.5%.

The stable performance and replenishment of the reserve fund, currently at 90.1% of its target level, are the key drivers for the revision of the Outlook to Stable from Negative on SPF 04-A's class D and E notes.

���������ֳ� notes that the SPS transactions are performing worse than the SPF series due to the asset characteristics. SPS portfolios include a significant portion of second-lien loans, between 5.5% (SPS 05-3) and 9.2% (SPS 04-1), and borrowers with adverse credit history: debtors with past country court judgments represent between 23.7% (SPS 04-1) and 52.5% (SPS 06-1) of the current portfolios, while borrowers subject to bankruptcy order prior to the deals' closing are between 0.8% (SPS 04-1) and 4.5% (SPS 05-3).

Tail Risk
SPF 04-A, SPS 04-1, SPS 04-2 and SPS 05-1 have paid down to the extent that the outstanding pools are 6.2%, 3.8%, 5.5% and 7.9% of their original balance. In its analysis, ���������ֳ� has taken into consideration the concentration risk associated with small pools and considers the current credit enhancement sufficient to protect against this risk. These views are reflected in the affirmations. ���������ֳ� will continue to monitor the performance of these deals as the pools become smaller over time.

RATING SENSITIVITIES
An increase in market interest rates could cause additional stress on borrowers' affordability and potentially cause performance deterioration and negative rating action on the notes.

Only small portions of the securitised pools remain outstanding in these transactions, particularly in the older vintages. This results in borrower concentration and potential adverse selection, which may cause greater performance volatility and negative rating action on the notes.

DUE DILIGENCE USAGE
No third party due diligence was provided or reviewed in relation to this rating action.

DATA ADEQUACY
���������ֳ� has checked the consistency and plausibility of the information it has received about the performance of the asset pools and the transactions. There were no findings that were material to this analysis.

���������ֳ� did not undertake a review of the information provided about the underlying asset pools ahead of the transactions' initial closing. The subsequent performance of the transactions over the years is consistent with the agency's expectations given the operating environment and ���������ֳ� is therefore satisfied that the asset pool information relied upon for its initial rating analysis was adequately reliable.

Overall, ���������ֳ�'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.

SOURCES OF INFORMATION
The information below was used in the analysis.
- Loan-by-loan data provided by Acenden as at May 2015
- Transaction reporting provided by Acenden as at June 2015

MODELS

EMEA RMBS Surveillance Model.

The ratings actions are:
Southern Pacific Financing 04-A Plc
Class A ISIN (XS0190203124): Affirmed at 'AAAsf': Outlook Stable
Class B ISIN (XS0190204445): Affirmed at 'AAAsf': Outlook Stable
Class C ISIN (XS0190205178): Affirmed at 'AAAsf': Outlook Stable
Class D ISIN (XS0190205681): Affirmed at 'AA+sf': Outlook revised to Stable from Negative
Class E ISIN (XS0190206143): Affirmed at 'AA-sf': Outlook revised to Stable from Negative

Southern Pacific Financing 05-B Plc
Class A ISIN (XS0221839318): Affirmed at 'AAAsf': Outlook Stable
Class B ISIN (XS0221840324): Affirmed at 'AA+sf': Outlook Stable
Class C ISIN (XS0221840910): Affirmed at 'A+sf': Outlook Stable
Class D ISIN (XS0221841561): Upgraded to 'BBBsf' from 'BB+sf': Outlook Stable
Class E ISIN (XS0221842023): Upgrade to 'BBsf' from 'B+sf': Outlook Stable

Southern Pacific Financing 06-A Plc
Class A ISIN (XS0241080075): Affirmed at 'AAAsf': Outlook Stable
Class B ISIN (XS0241082287): Affirmed at 'AA+sf': Outlook Stable
Class C ISIN (XS0241083764): Affirmed at 'A-sf': Outlook Stable
Class D1 ISIN (XS0241084572): Affirmed at 'BBsf': Outlook Stable
Class E ISIN (XS0241085033): Affirmed at 'Bsf': Outlook Stable: Recovery Estimate (RE) revised to NC from 0%

Southern Pacific Securities 04-1 plc
Class A2 ISIN (XS0186713797): Affirmed at 'AAAsf': Outlook Stable
Class M ISIN (XS0186714506): Affirmed at 'AAAsf': Outlook Stable
Class B ISIN (XS0186715222): Affirmed at 'AA-sf': Outlook revised to Stable from Negative

Southern Pacific Securities 04-2 Plc
Class C1a ISIN (XS0196615396): Affirmed at 'AAAsf': Outlook Stable
Class C1c ISIN (XS0196616360): Affirmed at 'AAAsf': Outlook Stable
Class D1a ISIN (XS0196616527): Affirmed at 'AA-sf': Outlook Stable
Class D1c ISIN (XS0196618069): Affirmed at 'AA-sf': Outlook Stable
Class E ISIN (XS0196618499): Affirmed at 'BBB-sf': Outlook Stable

Southern Pacific Securities 05-1 Plc
Class B1c ISIN (XS0212691660): Affirmed at 'AAAsf': Outlook Stable
Class C1c ISIN (XS0212691744): Affirmed at 'AAAsf': Outlook Stable
Class D1c ISIN (XS0212692122): Affirmed at 'BB+sf': Outlook Stable
Class E ISIN (XS0212692478): Affirmed at 'Bsf': Outlook Stable: RE revised to NC from 80%

Southern Pacific Securities 05-2 Plc
Class B1a ISIN (XS0225861490): Affirmed at 'AAAsf': Outlook Stable
Class B1c ISIN (XS0225862894): Affirmed at 'AAAsf': Outlook Stable
Class C1a ISIN (XS0225865483): Affirmed at 'AAAsf': Outlook Stable
Class C1c ISIN (XS0225876688): Affirmed at 'AAAsf': Outlook Stable
Class D1a ISIN (XS0225877652): Upgraded to 'BBBsf' from 'BBB-sf': Outlook Stable
Class E1c ISIN (XS0225879278): Affirmed at 'Bsf': Outlook Stable

Southern Pacific Securities 05-3 Plc
Class A2a ISIN (XS0235514972): Affirmed at 'AAAsf' :Outlook Stable
Class A2c ISIN (XS0235515607): Affirmed at 'AAAsf': Outlook Stable
Class B1a ISIN (XS0235516084): Affirmed at 'AAAsf': Outlook Stable
Class B1c ISIN (XS0235516241): Affirmed at 'AAAsf': Outlook Stable
Class C1a ISIN (XS0235516324): Affirmed at 'Asf': Outlook Stable
Class C1c ISIN (XS0235516753): Affirmed at 'Asf': Outlook Stable
Class D1a ISIN (XS0235516837): Affirmed at 'BBsf': Outlook Stable
Class D1c ISIN (XS0235517215): Affirmed at 'BBsf': Outlook Stable
Class E1c ISIN (XS0235517728): Affirmed at 'CCCsf': RE 95%
Class FTc ISIN (XS0235518296): Affirmed at 'Bsf' :Outlook Stable

Southern Pacific Securities 06-1 plc
Class A2a ISIN (XS0240948397): Affirmed at 'AAAsf': Outlook Stable
Class A2c ISIN (XS0240957380): Affirmed at 'AAAsf': Outlook Stable
Class B1c ISIN (XS0240950880): Affirmed at 'AAAsf': Outlook Stable
Class C1a ISIN (XS0240951185): Affirmed at 'Asf': Outlook Stable
Class C1c ISIN (XS0240952076): Affirmed at 'Asf': Outlook Stable
Class D1a ISIN (XS0240952316): Affirmed at 'BBsf': Outlook Stable
Class D1c ISIN (XS0240953470): Affirmed at 'BBsf': Outlook Stable
Class E1c ISIN (XS0240954015): Affirmed at 'CCCsf': RE revised to 95% from 80%
Class FTc ISIN (XS0240956572): Affirmed at 'CCCsf': RE revised to 80% from 60%

Contacts:
Lead Surveillance Analyst
Francesco Lanni
Associate Director
+44 20 3530 1685
���������ֳ� Limited
30 North Colonnade
London E14 5GN

Secondary Analyst
Alberto Tentori
Associate Analyst
+44 20 3530 1735

Committee Chairperson
Lara Patrignani
Senior Director
+44 20 3530 1052

Media Relations: Athos Larkou, London, Tel: +44 203 530 1549, Email: athos.larkou@fitchratings.com.

Additional information is available at .

Applicable Criteria
Counterparty Criteria for Structured Finance and Covered Bonds - Effective from 14 May 2014 to 18 July 2016 (pub. 14 May 2014)
Counterparty Criteria for Structured Finance and Covered Bonds: Derivative Addendum - Effective from 14 May 2014 to 18 July 2016 (pub. 14 May 2014)
Criteria Addendum: UK - Residential Mortgage Assumptions - Effective from 11 June 2015 to 16 December 2015 (pub. 11 Jun 2015)
EMEA RMBS Cash Flow Analysis Criteria - Effective from 31 March 2015 to 28 August 2015 (pub. 31 Mar 2015)
EMEA RMBS Master Rating Criteria - Effective from 31 March 2015 to 28 August 2015 (pub. 31 Mar 2015)
Global Criteria for Lenders' Mortgage Insurance in RMBS - Effective from 23 June 2014 – 23 June 2015 (pub. 23 Jun 2014)
Global Structured Finance Rating Criteria - Effective from 6 July 2015 to 27 June 2016 (pub. 06 Jul 2015)

Additional Disclosures
Dodd-Frank Rating Information Disclosure Form
Solicitation Status
Endorsement Policy