New York, June 11, 2012 -- Moody's Investors Service has assigned provisional ratings of (P)P-1 (sf) to the Class A-1 Notes and (P)Aaa (sf) to the Class A-2, Class A-3, Class A-4 and Class A-5 Notes to be issued by MMAF Equipment Finance LLC 2012-A (Issuer). The servicer and sponsor is MassMutual Asset Finance LLC, a subsidiary of Massachusetts Mutual Life Insurance Company (Aa2/P-1).

The complete rating action is as follows:

Issuer: MMAF Equipment Finance LLC 2012-A

$144,000,000 Class A-1, rated (P)P-1 (sf)

$151,000,000 Class A-2, rated (P)Aaa (sf)

$180,000,000 Class A-3, rated (P)Aaa (sf)

$147,000,000 Class A-4, (P)Aaa (sf)

$83,400,000 Class A-5, (P)Aaa (sf)

RATINGS RATIONALE

The ratings are based on an assessment of the quality and diversity of the obligors under the loans and leases, with the majority rated investment grade; the historical performance of the servicer's portfolio, with very few instances of delinquency or default, and no voluntary equipment returns, to date; credit enhancement including overcollateralization, reserve account funded at closing, and excess spread; the legal and cash flow structure of the transaction, and the servicing arrangements. MassMutual Asset Finance LLC (MMAF) as the servicer and sponsor has engaged Portfolio Financial Servicing Company (PFSC) as the subservicer and backup servicer while Babson Capital Management LLC (Babson Capital) is the performance guarantor of MMAF's obligations as servicer under the servicing agreement.

The notes are secured by equipment loans and leases and related equipment. The 2012-A securitized pool includes approximately 42% leases and 58% loans. Most of the leases are operating leases where the lessor (the Issuer) has exposure to residual value at lease maturity. Approximately 13.1% (on an undiscounted basis) of the pool by securitized value consists of residuals. Of this amount, 9.0% is supported by guarantees from the related obligor, while unsupported residuals account for approximately 4.1% of the pool. Relative to the prior transaction, MMAF Equipment Finance LLC 2011-A ("MMAF 2011-A"), this transaction has a slightly higher initial hard credit enhancement. The top obligor in this transaction is the U.S. government, representing 13.06% of the pool, down from 13.75% in the MMAF 2011-A transaction. The top five obligors in this transaction represent 28.31% of the total securitized pool, as compared to a 28.17% top five obligor concentration in the MMAF 2011-A deal, an indication of overall similar diversity in the current transaction.

A previous securitization by an affiliate of MMAF performed within our expectations, with the subordinated tranches being upgraded since it closed in 2006. The transaction experienced no losses since its inception, and paid off in 2010. Similarly, MMAF 2011-A and the MMAF Equipment Finance LLC 2009-A ("MMAF 2009-A") transactions have also experienced minimal delinquencies and no losses since inception.

Key credit metrics on the collateral pool include: the proportion of loans and leases in the pool, with the current transaction having 58% loans and 42% leases, as compared to a 55%-45% loan-lease split in MMAF 2011-A; the proportion of the pool represented by the residual value of the leases, at 13.13% in MMAF 2012-A versus 20.56% in the prior transaction; the weighted average rating factor ("WARF") of the obligors in the pool of 905, slightly better than the WARF of the MMAF 2011-A transaction, at 941; the average rating for the obligors in the pool if those obligors which are not rated by Moody's were assigned a rating of B2, which, at Ba1, is the same as that of the prior transaction; the Diversity Score, which, at 30 for the current transaction, is slightly higher, i.e. stronger than the MMAF 2011-A transaction, which had a Diversity Score of 29; the weighted average remaining term of the loans and leases, which is 87.7 months for the current transaction, or more than 9 months longer than the weighted average remaining term of the MMAF 2011-A transaction; and the break-even recovery rate on liquidated collateral in the event of an obligor default. Utilizing the BET model analysis, the estimated break-even recovery rate for the Class A Notes is approximately 59%, which is higher than the 56% break-even recovery rates on the MMAF 2011-A transaction. However, utilizing the Hybrid CDOROM approach, which takes into account more granular information about the nature of each of the loans and leases in the collateral pool, yields a slightly lower, i.e. stronger, base case recovery rate of 46%, as compared to a recovery rate of 47% for the prior transaction.

V-SCORE AND LOSS SENSITIVITY

The V Score for this transaction is assessed as Low/Medium, the same as the V Score assigned to the U.S. equipment lease and loan sector (large issuers). The V Score indicates a low to medium degree of variability regarding critical assumptions used in the rating process. In particular, the overall Low/Medium V Score for this transaction is driven by the Low/Medium score for historical sector performance, the Low/Medium Score for sponsor/originator historical performance and data adequacy, the Medium score of complexity and market value sensitivity, and the Low/Medium Score for governance. MMAF 2012-A's score for sponsor/originator historical performance and data adequacy is Low/Medium, lower than the Medium score for the sector, due to the very low delinquencies and zero cumulative net losses in the three prior transactions. MMAF 2012-A's score for complexity and market value sensitivity is Medium, the same as the sector, due to transaction complexity that is the same as the sector (Medium for both MMAF 2012-A and the sector), but greater analytic complexity and market value sensitivity than the sector (Medium for MMAF 2012-A and Low/Medium for the sector). MMAF 2012-A's score of Low/Medium for governance is weaker than the sector's score of Low, given the lesser experience of, arrangements among, and oversight of transaction parties in the MMAF 2011- A transaction compared to more seasoned issuers.

Moody's V Scores provide a relative assessment of the quality of available credit information and the potential variability around the various inputs to a rating determination. The V Score ranks transactions by the potential for significant rating changes owing to uncertainty around the assumptions due to data quality, historical performance, the level of disclosure, transaction complexity, the modeling and the transaction governance that underlie the ratings. V Scores apply to the entire transaction (rather than individual tranches).

Moody's Parameter Sensitivities: For this exercise, we analyzed stress scenarios assessing the potential model-indicated ratings impact if (a) the assumed weighted average rating of the obligors were to immediately decline from Ba1 to Ba2, Ba3 and B1 and (b) the assumed recovery rates were to decrease in 5% increments from 60% down to 50% for the Class A Notes. The following descriptions provide a summary of the results. For complete details, see the presale report.

Using such assumptions, the Aaa initial rating for the Class A-2, Class A-3, A-4 and Class A-5 of the notes might change as follows based purely on the model results: (a) If the assumed weighted average rating of obligors is Ba1, the maximum change will be two notches to Aa1 as the recovery rate decreases to 50%; (b) If the weighted average rating of obligors is Ba2, the maximum change will be six notches to A3 as the recovery rate decreases to 50%; (c) If the weighted average rating of obligors is Ba3, the maximum change will be nine notches to Baa3 as recovery rate decreases to 50%; and (d) If the weighted average rating of obligors is B1, the maximum change will be eleven notches to Ba2 as the recovery rate decreases to 50%.

Parameter Sensitivities are not intended to measure how the rating of the security might migrate over time, rather they are designed to provide a quantitative calculation of how the initial rating might change if key input parameters used in the initial rating process differed. The analysis assumes that the deal has not aged. Parameter Sensitivities only reflect the ratings impact of each scenario from a quantitative/model-indicated standpoint. Qualitative factors are also taken into consideration in the ratings process, so the actual ratings that would be assigned in each case could vary from the information presented in the Parameter Sensitivity analysis.

PRINCIPAL METHODOLOGY

The methodologies used in this rating were "Moody's Approach to Rating Securities Backed Equipment Leases and Loans", dated as of March 2007, and the fleet lease methodology as described in "Moody's Approach to Rating Fleet Lease-Backed ABS", dated as of December 2011. Please see the Credit Policy page on www.moodys.com for a copy of these methodologies.

In assessing the adequacy of the credit enhancement in the transaction, Moody's applied both the Binomial Expansion Theory (BET) approach and the CDOROM approach as described in the fleet lease methodology. Due to the longer weighted average remaining term of the assets in this pool, the BET results for the current pool were slightly weaker than those generated for the MMAF 2011-A transaction. Specifically, in utilizing the BET model analysis, the estimated break-even recovery rate for the Class A Notes is approximately 59%, which is slightly higher than the 56% break-even recovery rates on the MMAF 2011-A transaction. However, further review indicates than the longer terms assets in this pool are of higher credit quality, mainly the federal government. The BET approach is not sufficiently granular to fully account for all of this offsetting difference in collateral composition. The marginal credit risk associated with the lengthened term of exposure to such higher quality obligors would not appear to be material to the ABS. This is confirmed by the results of the CDOROM approach, which takes into account more granular information about the nature of each of the loans and leases in the collateral pool. It yields a slightly lower, i.e. stronger, base case recovery rate of 46%, as compared to a recovery rate of 47% for the prior transaction.

As a result, in rating this transaction, Moody's emphasized the results of the CDOROM model more heavily than those of the BET Model. Because the CDOROM model does not rely on a proxy pool, and instead directly models the loss distribution of each separate loan and lease, the CDOROM model output more accurately reflects the non-homogenous nature of the various loans and leases, and their related obligors, in the collateral pool than does the BET Model.

Other methodologies and factors that may have been considered in the process of rating this issue can also be found in the Credit Policy & Methodologies directory.

Additional research including a pre-sale report for this transaction is available at www.moodys.com. The special reports, "Updated Report on V Scores and Parameter Sensitivities for Structured Finance Securities" and "V Scores and Parameter Sensitivities in the U.S. Equipment Lease and Loan ABS Sector" are available on moodys.com.

REGULATORY DISCLOSURES

The Global Scale Credit Ratings on this press release that are issued by one of Moody's affiliates outside the EU are endorsed by Moody's Investors Service Ltd., One Canada Square, Canary Wharf, London E 14 5FA, UK, in accordance with Art.4 paragraph 3 of the Regulation (EC) No 1060/2009 on Credit Rating Agencies. 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.

Information sources used to prepare the rating are the following: parties involved in the ratings, parties not involved in the ratings, and confidential and proprietary Moody's Investors Service's information.

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 in this transaction.

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Gregory J. Gemson Analyst Structured Finance Group Moody'sInvestors Service, Inc.250 Greenwich StreetNew York, NY 10007 U.S.A. JOURNALISTS: 212-553-0376 SUBSCRIBERS: 212-553-1653Michael McDermitt VP - Senior Credit Officer Structured Finance Group JOURNALISTS: 212-553-0376 SUBSCRIBERS: 212-553-1653 Releasing Office: Moody's Investors Service, Inc.250 Greenwich StreetNew York, NY 10007 U.S.A. JOURNALISTS: 212-553-0376 SUBSCRIBERS: 212-553-1653(C) 2012 Moody's Investors Service, Inc. and/or its licensors and affiliates (collectively, "MOODY'S"). All rights reserved.

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