Moody's downgrades two classes of EMEA CMBS Notes issued by Titan Europe 2006-5 p.l.c.

London, 26 November 2012 -- Moody's Investors Service has today downgraded the following classes of Notes issued by Titan Europe 2006-5 p.l.c. (amounts reflect initial outstandings):

....EUR112.3M Class A2 Notes, Downgraded to B3 (sf); previously on Feb 11, 2011 Downgraded to B1 (sf)

....EUR0.05M Class X Notes, Downgraded to Caa1 (sf); previously on Aug 22, 2012 Downgraded to B3 (sf)

At the same time, Moody's has affirmed the rating of the Class A1 Notes:

....EUR330M Class A1 Notes, Affirmed at A1 (sf); previously on Feb 11, 2011 Downgraded to A1 (sf)

Moody's does not rate the Class A3, B, C, D, E and Class F.

RATINGS RATIONALE

Today's downgrade action on the Class A2 Notes reflects Moody's increased loss expectation for the pool since its last review. This is primarily due to the defaulted Quartier 206 Shopping Centre Loan (31% of the pool) where Moody's expects a substantial loss following the anticipated forced sale and taking into account the large swap breakage cost and liquidity draw repayments. Moody's also has an increased loss expectation for the remaining five loans in the pool due to an increase in refinancing risk resulting from (i) significantly lower values for non-prime properties, which are not expected to recover over the short term for the four smaller loans; and (ii) sponsor related problems which could negatively impact refinancing with respect to the largest loan. Additionally, following the recovery allocation on the DIVA Multifamily Portfolio Loan on the October 2012 IPD, Class A2 incurred interest shortfalls of approximately EUR142,000.

IO ratings are sensitive to changes in expected loss of the loan pools that they reference. The rating on the Class X Notes is downgraded because the realised and future expected losses have increased compared to when the Class X Notes were downgraded in August 2012.

The rating on the Class A1 Notes is affirmed because the current credit enhancement level of 62%, is sufficient to maintain the ratings despite the high loss expectation for the remaining pool.

The key parameters in Moody's analysis are the default probability of the securitised loans (both during the term and at maturity) as well as Moody's value assessment for the properties securing these loans. Moody's derives from those parameters a loss expectation for the securitised pool.

Based on Moody's revised assessment of these parameters, the loss expectation for the remaining pool is large (25%-40%). This is mainly driven by the second largest loan, Quartier 206 Shopping Centre Loan (31% of the pool), which has been enforced and will be subject to a forced property sale.

Moody's current weighted average A-loan and whole loan LTV is 191% and 217% respectively. In comparison, the Underwriter (UW) A-loan LTV is 88.4% and the whole loan LTV is 104.1%. Moody's notes that for four of the six remaining loans (54.2% of the pool), the whole Moody's LTV ratios are above 90%, translating into high probability of default at maturity (>50%). All the loans mature between October 2015 and July 2016.

In general, Moody's analysis reflects a forward-looking view of the likely range of commercial real estate collateral performance over the medium term. From time to time, Moody's may, if warranted, change these expectations. Performance that falls outside an acceptable range of the key parameters such as property value or loan refinancing probability for instance, 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 . There may be mitigating or offsetting factors to an improvement or decline in collateral performance, such as increased subordination levels due to amortisation and loan re- prepayments or a decline in subordination due to realised losses.

Primary sources of assumption uncertainty are the current stressed macro-economic environment and continued weakness in the occupational and lending markets. Moody's anticipates (i) delayed recovery in the lending market persisting through 2013, while remaining subject to strict underwriting criteria and heavily dependent on the underlying property quality, (ii) strong differentiation between prime and secondary properties, with further value declines expected for non-prime properties, and (iii) occupational markets will remain under pressure in the short term and will only slowly recover in the medium term in line with anticipated economic recovery. Overall, Moody's central global macroeconomic scenario is for a material slowdown in growth in 2012 for most of the world's largest economies fuelled by fiscal consolidation efforts, household and banking sector deleveraging and persistently high unemployment levels. We expect a mild recession in the Euro area.

On 21 August 2012, Moody's released a Request for Comment seeking market feedback on proposed adjustments to its modelling assumptions. These adjustments are designed to account for the impact of rapid and significant country credit deterioration on structured finance transactions. If the adjusted approach is implemented as proposed, the rating of the notes affected by today rating action may be negatively affected. See "Approach to Assessing the Impact of a Rapid Country Credit Deterioration on Structured Finance Transactions", (http://www.moodys.com/research/Approach-to-Assessing-the-Impact-of-a-Rapid-Country-Credit--PBS_SF294880) for further details regarding the implications of the proposed methodology changes on Moody's ratings.

MOODY'S PORTFOLIO ANALYSIS

Titan Europe 2006-5 p.l.c. closed in December 2006 and represents the securitization of initially eight commercial mortgage loans originated by Credit Suisse International. Since closing, one loan (Hotel Balneario Blancafort Loan -- 6.1% of the initial portfolio balance) has repaid and the DIVA Multifamily Portfolio Loan has been worked out. The remaining loans are not equally contributing to the portfolio: the largest loan (the Hotel Adlon Kempinski Loan) represents 43.0% of the current portfolio balance, while the smallest loan (the Hilite Warehouse loan) represents 2.9%. Moody's uses a variation of the Herfindahl Index to measure diversity of loan size, where a higher number represents greater diversity. Large multi-borrower transactions typically have a Herf of less than 10 with an average of around 5. This pool has a Herf of 3.3, compared to 4.2 at closing. The pool exhibits an above average concentration in terms of geographic location with all 32 of the remaining properties located in Germany. The portfolio comprises of hotel (52.2%), mixed-use (26.2%) and retail (18.2%) properties. The aggregate outstanding balance of the securitised loans is EUR372.1 million.

The recovery proceeds from the DIVA Multifamily Portfolio Loan where the properties were sold in September 2011, were finally allocated to the Notes on the October 2012 IPD. There was a EUR 86.4 million (36%) loss on the securitised loan. Moody's had expected a 40% loss. The difference between the gross sales proceeds and the net principal paid to the Class A1 Notes was 24.7%. Of the 24.7%, the swap breakage cost contributed 17% and the interest and swap payments made after the properties were sold and up until the final loss determination, contributed 6.3%. The remaining 1.4% along with EUR 4 million from the administrator's cash trap was used to cover sales costs, liquidation fee and legal costs.

The Quartier 206 Shopping Centre loan (31% of the current pool), the second largest loan in pool has been in special servicing for the last 2.5 years following a payment default in April 2010. The loan was accelerated in Q4 2011 and according to the latest investor report, the special servicer has successfully filed for the forced sale of the property. The borrower has launched a counter claim, however this should only delay the auction and not stop it. The loan is secured by a landmark retail/office building in Berlin. The retail portion was positioned as a luxury shopping mall with a high-end department store owned by a family member of the loan sponsor (Jagdfeld family) along with a number of designer boutique stores. Overall, 40% of the area is let to sponsor related tenants for whom the lease agreements were amended in April 2010. The tenant friendly amendments included i) rental waivers, ii) reduction in rental rates and iii) obligation to make rental payments including VAT and service charges being linked to profitability. Additionally, these tenants were granted term extension options (2x 5 years) and in the case of the department store tenant, at the same existing rental terms. The end result is that the sponsor related tenants have not paid rent for the last 2.5 years nor have they covered their respective service charges. There is also 24% physical vacancy in the building and 67% of the remaining leases (by rental income) will mature by the end of 2015. The resulting cashflow problem has resulted in EUR 15 million of liquidity facility drawings to date. According to the servicer, the forced administrator has initiated legal proceedings against the Jagdfeld family related tenants to evict then and to request payment of the waived rents.

The property was re-valued at EUR 86.8 million in January 2011, reflecting a 52% value decline since closing. This valuation assumed that over the valuation horizon there will be no rental income generated from the space let to the sponsor related tenants and the valuation used a discount rate reflecting the good location and quality of the building. However, since the last valuation, the cash flow situation has further deteriorated. A worrying sign has been the departure of luxury tenants from the centre. Gucci, Yves Saint Laurent and Louis Vuitton did not renew their leases. Their combined rent was EUR 1.1 million. Moschino recently renewed but at a significantly lower rate. At present, the economic vacancy is 64% which reflects the non-paying sponsor related tenants and actual vacant space. Given the decline in the property's performance and the complexities involving the sponsor related tenancy, there is significant uncertainty around a valuation or potential sale price. Moody's value is only EUR 35 million which takes into account no cash flow from sponsor related tenants, the lower in-place rent, the further lease expiries over the next years (with a moderate renewal probability) and the high running costs of the property. Should the forced administrator succeed in evicting the Jagdfeld family related tenants before selling the property, the sale price achievable would likely increase.

Upon a workout of the Quartier 206 Shopping Centre loan, the swap would need to be broken and the swap mark-to-market paid which would reduce the recovery to the Noteholders. Moody's' estimates that the current swap mark-to-market is around EUR 17 million. If the property would be sold and the swap would be broken in a year's time, the swap mark-to-market would be around EUR 12 million based on the current forward curve. From the sales proceeds, the Issuer would also have to repay the liquidity facility drawings. Moody's expects another EUR 6.2 million liquidity draws over the next year on top of the EUR 15 million already drawn. Beyond this, legal fees, sales related costs and liquidation fees would also need to paid. Some of this could be covered by the cash trapped by the administrator which is currently at EUR 2.3 million. Depending on when the swap mark-to market is realised and on the level of other costs as well as the amount trapped by the administrator, Moody's expects a net recovery ranging between zero and EUR 2 million based on the EUR 35 million Moody's value. The recovery could increase significantly if the forced administrator succeeds in its eviction and rent recovery process.

The Hotel Adlon Kempinski loan (43% of the current pool) is secured by a prime 385-room, 5-star hotel property located in Berlin next to the Brandenburg Gate. The property is owned by a closed-end fund of which Anno August Jagdfeld is a director (he is also the sponsor for the Quartier 206 Shopping loan). Moody's understands from market news that investors in the fund have initiated court proceeding against Mr Jadfeld and that the Cologne Public Prosecutor's Department has also started proceedings against Mr Jagdfeld in early September for fraudulent behaviour including the waiver of Adlon Holding's rent payment, a company owned by the Jagdfeld family. The hotel is 86% let to Kempinski (by rental income) and except for one small lease, the rest is let to Adlon Holding which operates some restaurants, clubs and a spa within the hotel building. Adlon Holding's rental payments were waived by the borrower between March 2010 and December 2011. During 2012, Adlon Holding started paying rent again and according to the rent roll is meant to pay EUR 2.14 million a year. To date, all loan interest payments have been made in full.

Also from market news, Moody's has learnt that Kempinski, whose lease would have expired in December 2017 is in the process of renewing its lease for Hotel Adlon until 2032. No information on the lease renewal terms is available as yet. The property was re-valued at EUR 242 million as of July 2011, which is a 16% decrease compared to closing. Moody's value is EUR 182 million based on EUR 12.5 million annual rent, 20% costs and 5.5% cap rate. Given Mr Jagdfeld's behaviour with respect to both this loan and the Quartier 206 loan, Moody's does not consider the rent from Adlon Holding as a secure source of income and has not taken it into account in determining the Moody's value. The loan which matures in July 2016, is interest only and has no B-loan portion. Moody's exit LTV is 88%. Despite the prime nature of the property, refinancing the loan will be challenging as long as disputes between fund management and fund participants persist and the certainty of rental payments from the Adlon Holding is not clarified. To reflect this risk, Moody's has increased the refinancing default risk for the loan to a medium/high range (25 - 50%) compared with its previous assessment. Moody's expected principal loss on this loan is in the 0% to 25% range.

The ABC Retail Portfolio Loan (14.7% of the pool) is secured by 27 retail properties, predominantly discount supermarkets. The top three tenant who contribute approximately 48% of the rental income are Netto Marken-Discount, Rewe Markt and Penny Markt. The weighted average lease remaining is 4.4 years and the vacancy is 1.9%. Approximately 21% of the rent will expire over the next three years. However over the past three years, the property management has been effective in renewing and reletting expired leases. Moody's value is EUR 51.5 million compared to the U/W value of 70.51 million. This results in a Moody's exit LTV of 106.4%. Given the secondary quality of the collateral property and the expected state of the lending market, Moody's has increased the refinancing default risk for the loan to a high range (50 - 100%) compared with its previous assessment. Moody's expected principal loss on this loan is also in the 0% to 25% range.

The three smallest loans in the portfolio are each secured by a single property in secondary locations that are either let to a single tenant or have a dominant tenant.

The Carat Park Shopping Centre Loan (5.6% of the pool) is let to Edeka. Their lease recently expired and Edeka renewed the lease for only 60% of the lettable area for another ten years and with a 9% reduction in the rent per square metre per month. The remaining 40% is vacant. According to the servicer, the borrower is currently in negotiations to let the remaining vacant areas and is making good progress. Cash has been trapped since October 2011 and the current balance of cash trap account is EUR 1.36 million. This could be needed to meet full interest and amortisation payments until a tenant is found for the vacant space unless the borrower covers the expect debt service shortfall. Moody's value is EUR 16.8 million compared to the U/W value of EUR 28.35 million. Taking into account the amortisation until maturity in April 2016, Moody's exit LTV is 117.2%. Moody's expected principal loss on this loan is also in the 25% to 50% range.

The Monzanova Office Loan (3.0% of the pool) is let to three tenants with Fujitsu contributing 92% of the rental income. The weighted average remaining lease term for the building is 5.35 years and the property is over-rented. Moody's value is EUR 8.9 million compared to the U/W value of EUR 15.4 million. The Moody's exit LTV is 119.3% and the expected principal loss is also in the 25% to 50% range.

The Hilite Warehouse Loan (2.9% of the pool) is secured by a mixed use industrial and office property let to Hilite (automotive industry) until 2026. In Moody's opinion, the property is about 44% over-rented. Moody's value is EUR 15.3 million which gives benefit to the high rental amount for another 14 years and results in an exit LTV of 67.4%. Moody's vacant possession value is however only EUR 5.5 million. Moody's expected principal loss on this loan is in the 0% to 25% range.

Portfolio Loss Exposure: There has been a 36% loss on the securitised portion of the DIVA Multifamily Portfolio Loan. This has led to full loss on the Classes F, E and D and EUR 33.77 million loss on the Class C Notes. Moody's expects a large amount of losses on the remaining portfolio. Given the forced property sale plans for the Quartier 206 Shopping Centre loan, further losses will be realised in the short to medium term which in Moody's expectation will result in full loss on the Class C and B Notes and partial loss on the Class A3 Notes. Expected losses from the other loans are only likely to crystallise towards the end of the transaction term and this could potentially result in losses on the Class A2 Notes which is reflected in Moody's downgrade of this Class to B3 (sf).

RATING METHODOLOGY

The principal methodologies used in this rating were Moody's Approach to Real Estate Analysis for CMBS in EMEA: Portfolio Analysis (MoRE Portfolio) published in April 2006 and Moody's Approach to Rating Structured Finance Interest-Only Securities published in February 2012. Please see the Credit Policy page on www.moodys.com for a copy of these methodologies.

Other factors used in this rating are described in European CMBS: 2012 Central Scenarios published in February 2012.

The updated assessment is a result of Moody's on-going surveillance of commercial mortgage backed securities (CMBS) transactions. Moody's prior assessment is summarised in a press release dated 22 August 2012. The last Performance Overview for this transaction was published on 13 September 2012.

In rating this transaction, Moody's used both MoRE Portfolio and MoRE Cash Flow to model the cash-flows and determine the loss for each tranche. MoRE Portfolio evaluates a loss distribution by simulating the defaults and recoveries of the underlying portfolio of loans using a Monte Carlo simulation. This portfolio loss distribution, in conjunction with the loss timing calculated in MoRE Portfolio is then used in MoRE Cash Flow, where for each loss scenario on the assets, the corresponding loss for each class of notes is calculated taking into account the structural features of the notes. As such, Moody's analysis encompasses the assessment of stressed scenarios.

Moody's review also incorporated the CMBS IO calculator ver1.0 which uses the following inputs to calculate the proposed IO rating based on the published methodology: original and current bond ratings and credit estimates; original and current bond balances grossed up for losses for all bonds the IO(s) reference(s) within the transaction; and IO type corresponding to an IO type as defined in the published methodology. The calculator then returns a calculated IO rating based on both a target and mid-point. For example, a target rating basis for a Baa3 (sf) rating is a 610 rating factor. The midpoint rating basis for a Baa3 (sf) rating is 775 (i.e. the simple average of a Baa3 (sf) rating factor of 610 and a Ba1 (sf) rating factor of 940). If the calculated IO rating factor is 700, the CMBS IO calculator ver1.0 would provide both a Baa3 (sf) and Ba1 (sf) IO indication for consideration by the rating committee.

Moody's ratings are determined by a committee process that considers both quantitative and qualitative factors. Therefore, the rating outcome may differ from the model output.

REGULATORY DISCLOSURES

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